SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):October 10, 1996
CAMDEN PROPERTY TRUST
(Exact name of Registrant as specified in its Charter)
TEXAS 1-12110 76-6088377
(State or other (Commission file number) (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
3200 Southwest Freeway, Suite 1500, Houston, Texas 77027
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:
(713) 964-3555
Not applicable
(Former name or former address, if changed since last report)
PAGE
<PAGE>
Item 5. Other Events.
Effective October 31, 1996, the Trust Managers of Camden
Property Trust (the "Company") adopted the Company's Amended and
Restated Bylaws (the "Bylaws") (i) to conform certain provisions
of the Bylaws to the revised Texas Real Estate Investment Trust
Act (the "Texas REIT Act") (amended as of September 1, 1995),
(ii) to provide the Trust with greater flexibility as allowed
under the Texas REIT Act with respect to the conduct of annual or
special meetings of shareholders, and the qualifications,
election (including re-election) and duties of Trust Managers,
and (iii) to provide for certain notice requirements in
connection with nomination of Trust Managers and other matters to
be brought before the shareholders. The following is a summary
of material changes adopted by the Trust Managers.
The Bylaws have been amended to provide that no business may
be transacted at an annual meeting of shareholders unless
properly brought before the meeting by the Trust Managers or a
shareholder. For business to be properly brought before an
annual meeting by a shareholder, new Section 2.5 provides that
such shareholder must give notice in writing to the Company in
the proper form and during a specified time period prior to the
annual meeting of shareholders.
The Bylaws have also been amended to provide that only
persons who have been properly nominated may be elected as Trust
Managers. For a nomination by a shareholder to be proper, new
Section 3.4 provides that such shareholder must give notice in
writing to the Company in the proper form and during a specified
time period prior to the annual meeting of shareholders. Revised
Section 3.3 clarifies that the election of a new Trust Manager is
deemed to be an amendment to the Declaration of Trust and
requires the affirmative vote of two-thirds of the outstanding
shares in accordance with the Texas REIT Act. In addition,
Section 3.3 has been revised to provide that existing Trust
Managers are "re-elected" by the holders of a majority of the
shares present in person or by proxy at the annual meeting;
provided, however, if such vote is not achieved, existing Trust
Managers remain in office until their successors (if any) are
duly elected and qualified in accordance with the Texas REIT Act
as described above.
Article X of the Bylaws has been amended to provide that
shareholder amendments to Article X and Bylaw provisions
regarding nomination, election and removal of Trust Managers,
filling of Trust Manager vacancies and notice of shareholder
proposals will require the affirmative vote of two-thirds of the
outstanding shares.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
3.1 Amended and Restated Bylaws.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: November 18, 1996
CAMDEN PROPERTY TRUST
By: /s/ G. Steven Dawson
Senior Vice President - Finance,
Chief Financial Officer and
Treasurer
<PAGE>
CAMDEN PROPERTY TRUST
BYLAWS
ARTICLE I
Offices
Section 1.1 Principal Office. The principal office of the
Trust shall be in the City of Houston, Harris County, Texas, or
at such other location as the Trust Managers may from time to
time determine.
Section 1.2 Other Offices. The Trust may also have offices
at such other places, both within and without the State of Texas,
as the Trust Managers may from time to time determine or the
business of the Trust may require.
ARTICLE II
Meetings of Shareholders
Section 2.1 Place of Meetings. The Trust Managers may
designate any place, either within or without the State of Texas,
as the place of meeting for any annual meeting or for any special
meeting called by the Trust Managers. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate
any place, either within or without the State of Texas, as the
place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the Trust.
Section 2.2 Annual Meeting. The annual meeting of
shareholders shall be held at such time, on such day and at such
place as may be designated by the Trust Managers. At the annual
meeting, the Shareholders shall, subject to Section 2.5 and
Section 3.3 of these Bylaws, elect Trust Managers and transact
such other business as may properly be brought before the
meeting. Failure to hold the annual meeting at the designated
time shall not cause the dissolution of the Trust.
Section 2.3 Special Meetings. Special meetings of the
shareholders for any purpose or purposes, unless otherwise
prescribed by law or by the Declaration of Trust, may be called
by the Trust Managers, any officer of the trust or the holders of
at least ten percent (10%) of all of the shares entitled to vote
at the meetings. Business transacted at all special meetings
shall be confined to the purpose or purposes stated in the call.
Section 2.4 Notice of Meetings. Written or printed notice
of all meetings of shareholders stating the place, day and hour
thereof, and in the case of a special meeting the purpose or
purposes for which the meeting is called, shall be personally
delivered or mailed, not less than ten (10) days nor more than
fifty (50) days prior to the date of the meeting, to the
shareholders of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States Mail addressed to the shareholder
at his address as it appears on the share transfer books of the
Trust and the postage shall be prepaid. Personal delivery of any
such notice to any officer of a corporation or association, or to
any member of a partnership, shall constitute delivery of such
notice to such corporation, association or partnership.
Section 2.5 Business at Annual Meeting. No business may be
transacted at an annual meeting of shareholders, other than
business that is either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Trust Managers (or any duly authorized committee thereof), (b)
otherwise properly brought before the annual meeting by or at the
direction of the Trust Managers (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual
meeting by any shareholder of the Trust (i) who is a shareholder
of record on the date of the giving of the notice provided for in
this Section 2.5 and on the record date for the determination of
shareholders entitled to vote at such annual meeting, and (ii)
who complies with the notice procedures set forth in this Section
2.5.
In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
shareholder, such shareholder must have given timely notice
thereof in proper written form to the Secretary of the Trust. To
be timely, a shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal office of
the Trust not less than sixty (60) days nor more than ninety (90)
days prior to the date of the applicable annual meeting of
shareholders, provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the date
of the meeting be given or made, notice by the shareholder to be
timely must be so received not later than the close of business
on the tenth (10th) day following the day on which such notice of
the date of the applicable annual meeting was mailed or such
public disclosure of the date of such annual meeting was made,
whichever first occurs. For purposes of this Section 2.5, the
date of a public disclosure shall include, but not be limited to,
the date on which such disclosure is made in a press release
reported by the Dow Jones News Services, the Associated Press or
any comparable news service or in a document publicly filed by
the Trust with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) (or the rules and regulations
promulgated thereunder) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
To be in proper written form, a shareholder's notice to the
Secretary must set forth as to each matter such shareholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and record address of such
shareholder, (iii) the number of shares of the Trust that are
owned beneficially or of record by such shareholder, (iv) a
description of all arrangements or understandings between such
shareholder and any other person or persons (including their
names) in connection with the proposal of such business by such
shareholder and any material interest of such shareholder in such
business, and (v) a representation that such shareholder intends
to appear in person or by proxy at the annual meeting to bring
such business before the meeting.
No business shall be conducted at the annual meeting of
shareholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 2.5;
provided, however, that, once business has been properly brought
before the annual meeting in accordance with such procedures,
nothing in this Section 2.5 shall be deemed to preclude
discussion by any shareholder of any such business. If the
presiding officer of an annual meeting determines that business
was not properly brought before the annual meeting in accordance
with the foregoing procedures, the presiding officer shall
declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.
Section 2.6 Voting Lists. The officer or agent having
charge of the share transfer books for shares of the Trust shall
make, at least ten (10) days before each meeting of the
shareholders, a complete list of shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical
order, with the address of each and the number of shares held by
each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the
Trust and shall be subject to inspection by any shareholders at
any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder for the
duration of the meeting. The original share transfer books shall
be prima facie evidence as to who are the shareholders entitled
to examine such list or transfer books or to vote at any meeting
of shareholders. Failure to comply with this Section 2.6 with
respect to any meeting of shareholders shall not affect the
validity of any action taken at such meeting.
Section 2.7 Quorum. The holders of a majority of the shares
entitled to vote, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by law
or by the Declaration of Trust. If, however, such quorum shall
not be present or represented at any meeting of the shareholders,
the shareholders entitled to vote at such meeting, present in
person or represented by proxy, shall have the power to adjourn
the meeting from time to time without notice other than
announcement at the meeting until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall
be present or represented any business may be transacted which
might have been transacted at the meeting as originally convened.
The shareholders present at a duly organized meeting at which a
quorum was present may continue to transact business until
adjournment notwithstanding the withdrawal of enough shareholders
to leave less than a quorum present, provided that there remain
at such meeting the holder or holders of at least one-third (1/3)
of the shares issued and outstanding and entitled to vote
thereof, present in person or represented in the manner specified
above. A holder of a share shall be treated as being present at
a meeting if the holder of such share is (i) present in person at
the meeting, or (ii) represented at the meeting by a valid proxy,
whether the instrument granting such proxy is marked as casting a
vote or abstaining, is left blank or does not empower such proxy
to vote with respect to some or all matters to be voted upon at
the meeting.
Section 2.8 Organization. (a) The Chairman of the Board, if
one shall be elected, shall preside at all meetings of the
shareholders. In the absence of the Chairman of the Board or
should one not be elected, the following officers shall preside
in order of priority: President, Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, Vice President-Legal,
or Secretary. If no such officer is available, the meeting shall
be adjourned until such an officer is available to preside over
the meeting. The presiding officer shall set the agenda for the
meeting, shall conduct all aspects of the meeting and shall
establish and interpret the rules of order for the conduct of the
meeting.
(b) The Secretary of the Trust shall act as secretary at all
meetings of the shareholders. In his absence an Assistant
Secretary shall so act and in the absence of all of these
officers the presiding officer may appoint any person to act as
secretary of the meeting.
Section 2.9 Proxies. (a) At any meeting of the shareholders
every shareholder entitled to vote at such meeting shall be
entitled to vote in person or by proxy executed in writing by
such shareholder or by his duly authorized attorney-in-fact.
Proxies shall be filed with the Secretary or Trust Managers
immediately after the meeting has been called to order.
(b) No proxy shall be valid after eleven (11) months from the
date of its execution unless such proxy otherwise provides.
(c) A proxy shall be revocable unless the proxy form
conspicuously states that the proxy is irrevocable and the proxy
is coupled with an interest but in no event shall it remain
irrevocable for a period of more than eleven (11) months. A
proxy which is revocable as aforesaid may be revoked at any time
by filing with the Secretary an instrument revoking it or a duly
executed proxy bearing a later date. Any revocable proxy which
is not so revoked shall, subject to paragraph (b) above, continue
in full force and effect.
(d) In the event that any instrument in writing shall
designate two (2) or more persons to act as proxies, a majority
of such persons present at the meeting or, if only one shall be
present, then that one, shall have and may exercise all of the
powers conferred by such written instrument upon all the persons
so designated unless the instrument shall otherwise provide.
Section 2.10 Voting of Shares. Except as otherwise provided
by law, the Declaration of Trust or these Bylaws, each
shareholder shall be entitled at each meeting of shareholders to
one (1) vote on each matter submitted to a vote at such meeting
for each share having voting rights registered in his name on the
books of the Trust at the time of the closing of the share
transfer books (or at the record date) for such meeting. When a
quorum is present at any meeting (and notwithstanding the
subsequent withdrawal of enough shareholders to leave less than a
quorum present) in accordance with Section 2.7 of these Bylaws,
the votes of holders of a majority of the shares entitled to
vote, present in person or represented by proxy, shall decide any
matter submitted to such meeting, unless the matter is one upon
which by law or by express provision of the Declaration of Trust
or of these Bylaws the vote of a greater number is required, in
which case the vote of such greater number shall govern and
control the decision of such matter. In determining the number
of shares entitled to vote, shares abstaining from voting or not
voted on a matter (including elections) will not be treated as
entitled to vote. The provisions of this Section 2.10 will
govern with respect to all votes of shareholders except as
otherwise provided for in these Bylaws or in the Declaration of
Trust or by some specific statutory provision superseding the
provisions contained in these Bylaws or the Declaration of Trust.
Section 2.11 Voting of Shares by Certain Holders. (a)
Shares standing in the name of another business organization may
be voted by such officer, agent or proxy as the organizational
documents of such organization may authorize or, in the absence
of such authorization, as may be determined by the governing body
of such organization.
(b) Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name so long as such
shares forming a part of an estate are in the possession and form
a part of the estate being served by him. Shares standing in the
name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name as trustee.
(c) Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority to do so is contained in an
appropriate order of the court by which such receiver was
appointed.
(d) A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into
the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
Section 2.12 Election of Trust Managers. At each election
for Trust Managers, each shareholder entitled to vote at such
election shall, unless otherwise provided by the Declaration of
Trust or by applicable law, have the right to vote the number of
shares owned by him for as many persons as there are to be
elected and for whose election he has a right to vote. Unless
otherwise provided by the Declaration of Trust, no shareholder
shall have the right or be permitted to cumulate his votes on any
basis.
Section 2.13 Telephone Meetings. Shareholders may
participate in and hold a meeting of the shareholders by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this Section
shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened.
Section 2.14 Action Without Meeting. Any action required by
any provision of law or of the Declaration of Trust or these
Bylaws to be taken at a meeting of the shareholders or any action
which may be taken at a meeting of the shareholders may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof, and
such consent shall have the same force and effect as a unanimous
vote of the shareholders.
Section 2.15 Inspectors and Voting Procedures. (a) The
Trust shall, in advance of any meeting of shareholders, appoint
one or more inspectors to act at the meeting and make a written
report thereof. The Trust may designate one or more persons as
alternate inspectors to replace any inspector who fails to act.
If no inspector or alternate is able to act at a meeting of
shareholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his ability.
(b) The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the
shares represented at a meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and
retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v)
certify their determination of the number of shares represented
at the meeting, and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the
inspectors.
(c) The date and time of the opening and closing of the polls
for each matter upon which the shareholders will vote at a
meeting shall be announced at the meeting. No ballots, proxies
or votes, nor any revocations thereof or changes thereto, shall
be accepted by the inspectors after the closing of the polls
unless a court of appropriate jurisdiction, upon application by a
shareholder, shall determine otherwise.
(d) In determining the validity and counting of proxies and
ballots, the inspectors may examine and consider such records or
factors as allowed by the Texas Real Estate Investment Trust Act
(the "Texas REIT Act").
ARTICLE III
Trust Managers
Section 3.1 Powers and Responsibilities. The business and
affairs of the Trust shall be managed under the direction of its
Trust Managers who may exercise all such powers of the Trust and
do all such lawful acts and things as are not by statute, the
Declaration of Trust or these Bylaws directed or required to be
exercised or done by the shareholders. The enumeration of any
specific power or authority herein shall not be construed as
limiting the aforesaid powers or the general powers or authority
or any other specified power or authority conferred herein upon
the Trust Managers. Among other things, the Trust Managers shall
be responsible for (a) supervising the Trust's relations with the
managers of the Trust's properties, (b) evaluating the capability
and performance of the managers of the Trust's properties, (c)
reviewing the Trust's investment policies, (d) determining that
the fees and expenses of the Trust are reasonable, (e) reviewing
the aggregate borrowings of the Trust, (f) authorizing the
issuance of the capital stock of the Trust, (g) approving the
acquisition and disposition of real property and interests
therein, (h) ratifying the appointments of independent
accountants for the Trust, and (i) establishing and reviewing
guidelines for leasing and management of the Trust's properties.
Section 3.2 Number and Qualification. There shall at all
times be no less than two (2) nor more than seven (7) Trust
Managers who shall be elected annually by the shareholders.
Subject to any limitations specified by law or in the Declaration
of Trust, the number of Trust Managers may be fixed from time to
time by resolution adopted by a majority of the Trust Managers.
No decrease in the number of Trust Managers shall have the effect
of shortening the term of any incumbent Trust Manager. A
majority of the Trust Managers shall be natural persons. Trust
Managers need not be shareholders, must be at least eighteen (18)
years of age, must not be subject to any legal disability and,
except as provided in the immediately preceding sentence, need
not be residents of the State of Texas.
Section 3.3 Election and Term of Office. The Trust Manager
nominees who have not been previously elected as Trust Managers
by the shareholders of the Trust shall be elected at the annual
meeting of the shareholders (except as provided in Section 3.7)
by the affirmative vote of the holders of two-thirds (2/3) of the
outstanding shares of the Trust. Trust Managers who have been
previously elected as Trust Managers by the shareholders of the
Trust shall be re-elected at the annual meeting of the
shareholders by the affirmative vote of the holders of a majority
of the shares of the Trust present in person or represented by
proxy at such meeting; provided, however, that any Trust Manager
that has been previously elected as a Trust Manager by the
shareholders who is not re-elected by such majority vote at a
subsequent annual meeting shall nevertheless remain in office
until his successor is elected and qualified. Each Trust Manager
shall hold office until his successor is elected and qualified,
or until his death, resignation or removal in the manner provided
in these Bylaws.
Section 3.4 Nomination of Trust Managers. Only persons who
are nominated in accordance with the following procedures shall
be eligible for election as Trust Managers of the Trust.
Nominations of persons for election as Trust Managers may be made
at any annual meeting of shareholders (a) by or at the direction
of the Trust Managers (or any duly authorized committee thereof)
or (b) by any shareholder of the Trust (i) who is a shareholder
of record on the date of the giving of the notice provided for in
this Section 3.4 and on the record date for the determination of
shareholders entitled to vote at such annual meeting, and (ii)
who complies with the notice procedures set forth in this Section
3.4.
In addition to any other applicable requirements, for a
nomination to be made by a shareholder, such shareholder must
have given timely notice thereof in proper written form to the
Secretary of the Trust. To be timely, a shareholder's notice to
the Secretary must be delivered to or mailed and received at the
principal offices of the Trust not less than sixty (60) days nor
more than ninety (90) days prior to the date of the applicable
annual meeting of shareholders; provided, however, that in the
event that less than seventy (70) days' notice or prior public
disclosure of the date of the meeting is given or made, notice by
the shareholder to be timely must be so received not later than
the close of business on the tenth (10th) day following the day
on which such notice of the date of the applicable annual meeting
was mailed or such public disclosure of the date of such annual
meeting was made, whichever first occurs. For purposes of this
Section 3.4, the date of a public disclosure shall include, but
not be limited to, the date on which such disclosure is made in a
press release reported by the Dow Jones News Services, the
Associated Press or any comparable national news service or in a
document publicly filed by the Trust with the Securities and
Exchange Commission pursuant to Sections 13, 14 or 15(d) (or the
rules and regulations promulgated thereunder) of the Exchange
Act.
To be in proper written form, a shareholder's notice to the
Secretary must set forth (a) as to each person whom the
shareholder proposes to nominate for election as a Trust Manager
(i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the
person, (iii) the number of shares of the Trust that are owned
beneficially or of record by the person, and (iv) any other
information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be
made in connection with solicitation of proxies for election of
Trust Managers pursuant to Section 14 of the Exchange Act, and
(b) as to the shareholder giving the notice (i) the name and
record address of such shareholder, (ii) the number of shares of
the Trust that are owned beneficially or of record by such
shareholder, (iii) a description of all arrangements or
understandings between such shareholder and each proposed nominee
and any other person or persons (including their names) pursuant
to which the nomination(s) are to be made by such shareholders,
(iv) a representation that such shareholder intends to appear in
person or by proxy at the meeting to nominate the persons named
in the notice, and (v) any other information relating to such
shareholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of Trust Managers pursuant
to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a
nominee and to serve as a Trust Manager if elected.
No person shall be eligible for election as a Trust Manager
of the Trust unless nominated in accordance with the procedures
set forth in this Section 3.4. If the presiding officer of the
meeting determines that a nomination was not made in accordance
with the foregoing procedures, the presiding officer shall
declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.
Section 3.5 Resignation. Any Trust Manager may resign at
any time by giving written notice to the remaining Trust
Managers. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective. A Trust Manager judged incompetent or for whom a
guardian or conservator has been appointed, shall be deemed to
have resigned as of the date of such adjudication or appointment.
Section 3.6 Removal. A Trust Manager may be removed at any
time with or without cause by the vote of holders of shares
representing two-thirds (2/3) of the total votes authorized to be
cast by shares then outstanding and entitled to vote thereon.
Upon the resignation or removal of any Trust Manager, or his
otherwise ceasing to be a Trust Manager, he shall execute and
deliver such documents as the remaining Trust Managers shall
require for the conveyance of any Trust property held in his
name, shall account to the remaining Trust Managers as they
require for all property which he holds as Trust Manager and
shall thereupon be discharged as Trust Manager. Upon the
incapacity or death of any Trust Manager, his legal
representative shall perform the acts set forth in the preceding
sentence and the discharge mentioned therein shall run to such
legal representative and to the incapacitated Trust Manager or
the estate of the deceased Trust Manager, as the case may be.
Section 3.7 Vacancies. If any or all of the Trust Managers
cease to be Trust Managers hereunder, whether by reason of
resignation, removal, incapacity, death or otherwise, such event
shall not terminate the Trust or affect its continuity. Until
vacancies are filled, the remaining Trust Manager or Trust
Managers (even though fewer than three) may exercise the powers
of the Trust Managers hereunder. Vacancies may be filled by
successor Trust Managers either appointed by a majority of the
remaining Trust Managers or elected by the vote of the holders of
at least two-thirds of the outstanding shares at an annual or
special meeting of the shareholders. Any Trust Manager elected
to fill a vacancy created by the resignation, removal, incapacity
or death of a former Trust Manager shall hold office for the
unexpired term of such former Trust Manager. The election of a
successor Trust Manager shall be considered an amendment to the
Declaration of Trust.
Section 3.8 Bond Not Required; Time Commitment. Unless
otherwise required by law, no Trust Manager shall be required to
give bond, surety or security in any jurisdiction for the
performance of his duties or obligations to the Trust. No Trust
Manager shall be required to devote his entire time to the
business and affairs of the Trust.
Section 3.9 Compensation. Trust Managers shall receive
compensation for their services to the Trust as may be determined
from time to time by the Trust Managers. The Trust Managers may
delegate to any committee the power to fix from time to time the
compensation of Trust Managers. Officers of the Trust who also
serve as Trust Managers shall not receive compensation for their
service as Trust Managers.
Section 3.10 Execution of Documents. Each Trust Manager and
any one of them is authorized to execute on behalf of the Trust
any document or instrument of any nature whatsoever, provided
that the execution by the Trust of any such document or
instrument shall have been previously authorized by such action
of the Trust Managers as may be required by statute, the
Declaration of Trust or these Bylaws.
ARTICLE IV
Meetings of the Trust Managers
Section 4.1 Place of Meetings. The Trust Managers of the
Trust may hold their meetings, both regular and special, either
within or without the State of Texas.
Section 4.2 Annual Meeting. The annual meeting of the Trust
Managers shall be held immediately following the adjournment of
the annual meeting of the shareholders and no notice of such
meeting shall be necessary to the Trust Managers in order to
legally constitute the meeting, provided a quorum shall be
present, or they may meet at such time and place as shall be
fixed by the consent in writing of all of the Trust Managers.
Section 4.3 Regular Meetings. Regular meetings of the Trust
Managers, in addition to the annual meetings referred to in
Section 4.2, may be held without notice at such time and place as
shall from time to time be determined by the Trust Managers.
Section 4.4 Special Meetings. Special meetings of the Trust
Managers may be called by the Chairman of the Board, if one shall
be elected, or by the President, if a Chairman of the Board is
not elected, on one (1) day's notice (oral or written) to each
Trust Manager. Special meetings shall be called by the Chairman
of the Board (if one shall be elected), the President or the
Secretary on like notice on the written request of any Trust
Manager. Neither the purpose of, nor the business to be
transacted at, any special meeting of the Trust Managers need be
specified in the notice or waiver of notice of such meeting.
Attendance of a Trust Manager at a meeting shall constitute a
waiver of notice of such meeting except where a Trust Manager
attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on
the grounds that the meeting is not lawfully called or convened.
Section 4.5 Quorum and Action. At all meetings of the Trust
Managers, the presence of a majority of the Trust Managers shall
be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the Trust
Managers at any meeting at which a quorum is present shall be the
act of the Trust Managers unless the act of a greater number is
required by law, the Declaration of Trust or these Bylaws. If a
quorum shall not be present at any meeting of Trust Managers, the
Trust Managers present may adjourn the meeting from time to time
without notice other than announcement at the meeting until a
quorum shall be present.
Section 4.6 Presumption of Assent to Action. A Trust
Manager who is present at a meeting of the Trust Managers at
which action on any Trust matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the secretary of the meeting
before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Trust immediately after
the adjournment of the meeting. Such right to dissent shall not
apply to a Trust Manager who voted in favor of such action.
Section 4.7 Telephone Meetings. Trust Managers may
participate in and hold a meeting of the Trust Managers by means
of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section
shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened.
Section 4.8 Action Without Meeting. Any action required or
permitted to be taken at a meeting of the Trust Managers may be
taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the Trust Managers, and
such consent shall have the same force and effect as a unanimous
vote at a meeting.
Section 4.9 Minutes. The Trust Managers shall keep regular
minutes of their proceedings. The minutes shall be placed in the
minute book of the Trust.
Section 4.10 Interest of Trust Managers. With respect to
the actions of the Trust Managers, Trust Managers who have any
direct or indirect interest in connection with any matter being
acted upon may be counted for all quorum purposes under this
Article IV.
Section 4.11 Right of Trust Managers and Officers to Own
Shares or Other Property and to Engage in Other Business. Any
Trust Manager or officer of the Trust may acquire, own, hold and
dispose of shares of the Trust for his individual account, and
may exercise all rights of a shareholder to the same extent and
in the same manner as if he were not a Trust Manager or officer
of the Trust. Except as provided specifically to the contrary in
a written agreement with the Trust, any Trust Manager or officer
of the Trust may, in a capacity other than that of Trust Manager
or officer of the Trust, have business interests and engage in
business activities similar to or in addition to those relating
to the Trust, which interests and activities may be similar to
and competitive with those of the Trust and may include the
acquisition, syndication, holding, management, development,
operation or disposition, for his own account or for the account
of others, of interests in mortgages, interests in real property,
or interests in entities engaged in the real estate business.
Except as provided specifically to the contrary in a written
agreement with the Trust, each Trust Manager and officer of the
Trust shall be free of any obligation to present to the Trust any
investment opportunity which comes to him in any capacity other
than solely as Trust Manager or agent of the Trust, even if such
opportunity is of a character which, if presented to the Trust,
could be exploited by the Trust. Subject to the provisions of
Article III hereof, any Trust Manager or officer of the Trust may
be a trustee, officer, director, shareholder, partner, member,
advisor or employee of, or otherwise have a direct or indirect
interest in any person who may be engaged to render advice or
services to the Trust, and may receive compensation from such
person as well as compensation as Trust Manager or officer or
otherwise hereunder.
Section 4.12 Transactions Between Trust Managers and the
Trust. Except as otherwise provided by the Declaration of Trust
or these Bylaws, and in the absence of fraud, a contract, act or
other transaction, between the Trust and any other person, or in
which the Trust is interested, shall be valid and no Trust
Manager or officer of the Trust shall have any liability as a
result of entering into any such contract, act or transaction,
even though (a) one or more of the Trust Managers, directly or
indirectly is interested in or connected with, or is a trustee,
partner, director, shareholder, member, employee, officer or
agent of such other person, or (b) one or more of the Trust
Managers, individually or jointly with others, is a part to, or
directly or indirectly is interested in, or connected with, such
contract, act or transaction, provided that (i) such interest or
connection is disclosed in reasonable detail or known to the
Trust Managers and thereafter the Trust Managers authorize or
ratify such contract, act or other transaction by affirmative
vote of a majority of the Trust Managers who are not interested
in the transaction or (ii) such interest or connection is
disclosed in reasonable detail or known to the shareholders, and
thereafter such contract, act or transaction is approved by
shareholders holding a majority of the shares then outstanding
and entitled to vote thereon.
Section 4.13 Persons Dealing with Trust Managers or
Officers. Any act of the Trust Managers or officers of the Trust
purporting to be done in their capacity as such shall, as to any
person dealing with such Trust Managers or officers, conclusively
be deemed to be within the purposes of the Trust and within the
powers of the Trust Managers or officers. No person dealing with
the Trust Managers or any of them or with the officers of the
Trust or any of them, shall be bound to see to the application of
any funds or property passing into their hands or control. The
receipt of the Trust Managers or any of the officers of the Trust
of moneys or other consideration shall be binding upon the Trust.
Section 4.14 Reliance. Trust Managers and officers of the
Trust shall not be liable for any claims or damages that may
result from their acts in the discharge of any duty imposed or
power conferred upon them by the Trust, if, in the exercise of
ordinary care, they acted in good faith and in reliance upon the
written opinion of an attorney for the Trust. In discharging
their duties, Trust Managers and officers of the Trust, when
acting in good faith and exercising ordinary care, may rely upon
financial statements of the Trust, stated in a written report by
an independent certified public accountant, to fairly present the
financial position of the Trust. The Trust Managers and officers
of the Trust may rely upon any instrument or other document
believed by them to be genuine.
Section 4.15 Liability of Trust Managers. No Trust Manager
of the Trust shall be liable to the Trust for any act, omission,
loss, damage or expense arising from the performance of his duty
under the Trust, except to the extent specifically required by
statute, the Declaration of Trust or these Bylaws.
ARTICLE V
Committees of the Trust Managers
Section 5.1 Membership and Authorities. The Trust Managers,
by resolution adopted by a majority of the Trust Managers, may
designate one (1) or more Trust Managers to constitute an
Executive Committee and such other committees as the Trust
Managers may determine, each of which committees to the extent
provided in such resolution shall have and may exercise all of
the authority of the Trust Managers in the business and affairs
of the Trust, except in those cases where the authority of the
Trust Managers is specifically denied to the Executive Committee
or such other committee or committees by the Trust Managers,
applicable law, the Declaration of Trust or these Bylaws.
Neither the Executive Committee, nor any other such committee
shall have the power to alter or to repeal any resolution adopted
by the Trust Managers. The designation of an Executive Committee
or other committee and the delegation thereto of authority shall
not operate to relieve the Trust Managers, or any member thereof,
of any responsibility imposed upon him by law. The members of
each such committee shall serve at the pleasure of the Trust
Managers.
Section 5.2 Minutes and Rules of Procedure. Each committee
designated by the Trust Managers shall keep regular minutes of
its proceedings and report the same to the Trust Managers when
required. Subject to the provisions of these Bylaws, the members
of any committee may fix such committee's own rules of procedure.
Section 5.3 Vacancies. The Trust Managers shall have the
power at any time to fill vacancies in, to change the membership
of, or to dissolve, any committee.
Section 5.4 Telephone Meetings. Members of any committee
designated by the Trust Managers may participate in or hold a
meeting by use of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant
to this Section shall constitute presence in person at such
meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called
or convened.
Section 5.5 Action Without Meeting. Any action required or
permitted to be taken at a meeting of any committee designated by
the Trust Managers may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all the
members of the committee, and such consent shall have the same
force and effect as a unanimous vote at a meeting.
ARTICLE VI
Officers
Section 6.1 Number. The officers of the Trust shall include
a President and a Secretary. The Trust Managers may also elect a
Chairman of the Board, one (1) or more Vice Presidents, a
Treasurer, one (1) or more Assistant Secretaries and one (1) or
more Assistant Treasurers. One (1) person may hold any two (2)
or more of these offices.
Section 6.2 Election, Term of Office and Qualification. The
Trust Managers shall elect officers, none of whom need be a Trust
Manager, except for the Chairman of the Board, if one shall be
elected, at any time and from time to time as they deem
necessary. Each officer so elected shall hold office until his
successor shall have been duly elected and qualified or until his
death, resignation or removal in the manner hereinafter provided.
Section 6.3 Subordinate Officers. The Trust Managers may
appoint such other officers and agents as it shall deem necessary
who shall hold their offices for such terms, have such authority
and perform such duties as the Trust Managers may from time to
time determine. The Trust Managers may delegate to any committee
or officer the power to appoint any such subordinate officer or
agent. No subordinate officer appointed by any committee or
superior officer as aforesaid shall be considered as an officer
of the Trust, the officers of the Trust being limited to the
officers elected or appointed as such by the Trust Managers.
Section 6.4 Resignation. Any officer may resign at any time
by giving written notice thereof to the Trust Managers or to the
President or Secretary of the Trust. Any such resignation shall
take effect at the time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 6.5 Removal. Any officer elected or appointed by
the Trust Managers may be removed by the Trust Managers at any
time with or without cause by majority vote of the entire Board
of Trust Managers. Any other officer may be removed at any time
with or without cause by the Trust Managers or by any committee
or superior officer upon whom such power of removal may be
conferred by the Trust Managers. The removal of any officer
shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or
agent shall not of itself create any contract rights.
Section 6.6 Vacancies. A vacancy in any office shall be
filled for the unexpired portion of the term by the Trust
Managers, but in case of a vacancy occurring in an office filled
by a committee or superior officer in accordance with the
provisions of Section 6.3, such vacancy may be filled by such
committee or superior officer.
Section 6.7 The Chairman of the Board. The Chairman of the
Board, if one shall be elected, shall be the chief executive
officer of the Trust, shall preside at all meetings of the
shareholders and Trust Managers, shall be ex officio a member of
all standing committees, shall have general and active management
of the business of the Trust, shall have the general supervision
and direction of all other officers of the Trust with full power
to see that their duties are properly performed and shall see
that all orders and resolutions of the Trust Managers are carried
into effect. He may sign, with any other proper officer,
certificates for shares of the Trust and any deeds, bonds,
mortgages, contracts and other documents which the Trust Managers
have authorized to be executed, except where required by law to
be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Trust
Managers or these Bylaws, to some other officer or agent of the
Trust. In addition, the Chairman of the Board shall perform
whatever duties and shall exercise all powers that are given to
him by the Trust Managers.
Section 6.8 The President. If no Chairman of the Board
shall be elected, the President shall be the chief executive
officer of the Trust and shall have the powers and duties of the
Chairman of the Board as set forth in Section 6.7. In the
absence of the Chairman of the Board, if one shall be elected,
the President shall preside at all meetings of the shareholders
and Trust Managers. He may sign, with any other proper officer,
certificates for shares of the Trust and any deeds, bonds,
mortgages, contracts and other documents which the Trust Managers
have authorized to be executed, except where required by law to
be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Trust
Managers or these Bylaws to some other officer or agent of the
Trust. In addition, the President shall perform whatever duties
and shall exercise whatever powers given to him by the Trust
Managers or by the Chairman of the Board, if one shall be
elected.
Section 6.9 The Vice Presidents. The Vice Presidents shall
perform such duties as are given to them by these Bylaws and as
may from time to time be assigned to them by the Trust Managers,
by the Chairman of the Board, if one shall be elected, or by the
President, if a Chairman of the Board is not elected, and may
sign, with any other proper officer, certificates for shares of
the Trust. At the request of the President, or in his absence or
disability, the Vice President designated by the President (or in
the absence of such designation, the senior Vice President),
shall perform the duties and exercise the powers of the
President.
Section 6.10 The Secretary. The Secretary, when available,
shall attend all meetings of the Trust Managers and all meetings
of the shareholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall
perform like duties for the Executive Committee and standing
committees when required. The Secretary shall give, or cause to
be given, notice of all meetings of the shareholders and special
meetings of the Trust Managers as required by law or these
Bylaws, be custodian of the Trust records and have general charge
of the share books of the Trust and shall perform such other
duties as may be prescribed by the Trust Managers, by the
Chairman of the Board, if one shall be elected, or by the
President, if a Chairman of the Board is not elected, under whose
supervision he shall be. The Secretary may sign, with any other
proper officer, certificates for shares of the Trust and shall
keep in safe custody the seal of the Corporation, and, when
authorized by the Trust Managers, affix the same to any
instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or
an Assistant Secretary.
Section 6.11 Assistant Secretaries. The Assistant
Secretaries shall perform such duties as are given to them by
these Bylaws or as may from time to time be assigned to them by
the Trust Managers or by the Secretary. At the request of the
Secretary, or in his absence or disability, the Assistant
Secretary designated by the Secretary (or in the absence of such
designation the senior Assistant Secretary), shall perform the
duties and exercise the powers of the Secretary.
Section 6.12 The Treasurer. The Treasurer shall have the
custody and be responsible for all Trust funds and securities and
shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Trust and shall deposit
all monies and other valuable effects in the name and to the
credit of the Trust in such depositories as may be designated by
the Trust Managers. The Treasurer shall disburse the funds of
the Trust as may be ordered by the Trust Managers, taking proper
vouchers for such disbursements, and shall render to the Chairman
of the Board, if one shall be elected, the President and the
Trust Managers, at the regular meetings of the Trust Managers, or
whenever they may require it, an account of all his transactions
as Treasurer and of the financial condition of the Trust. The
Treasurer may sign, with any other proper officer, certificates
for shares of the Trust.
Section 6.13 Assistant Treasurers. The Assistant Treasurers
shall perform such duties as are given to them by these Bylaws or
as may from time to time be assigned to them by the Trust
Managers or by the Treasurer. At the request of the Treasurer,
or in his absence or disability, the Assistant Treasurer
designated by the Treasurer (or in the absence of such
designation, the senior Assistant Treasurer), shall perform the
duties and exercise the powers of the Treasurer.
Section 6.14 Treasurer's Bond. If required by the Trust
Managers, the Treasurer and any Assistant Treasurer shall give
the Trust a bond in such sum and with such surety or sureties as
shall be satisfactory to the Trust Managers for the faithful
performance of the duties of his office and for the restoration
to the Trust, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the Trust.
Section 6.15 Salaries. The salary or other compensation of
officers shall be fixed from time to time by the Trust Managers.
The Trust Managers may delegate to any committee or officer the
power to fix from time to time the salary or other compensation
of subordinate officers and agents appointed in accordance with
the provisions of Section 6.3.
Section 6.16 Execution of Documents. Each officer of the
Trust and any one of them is authorized to execute on behalf of
the Trust any document or instrument of any nature whatsoever,
provided that the execution by the Trust of any such document or
instrument shall have been previously authorized by such action
of the Trust Managers as may be required by statute, the
Declaration of Trust or these Bylaws.
ARTICLE VII
Trust Shares
Section 7.1 Share Certificates. (a) The certificates
representing shares of beneficial interests of the Trust shall be
in such form, not inconsistent with statutory provisions and the
Declaration of Trust, as shall be approved by the Trust Managers.
The certificates shall be signed by the Chairman of the Board, if
one shall be elected, the President or a Vice President and a
Secretary or Assistant Secretary, or such other or additional
officers as may be prescribed from time to time by the Trust
Managers. The signatures of such officer or officers upon a
certificate may be facsimiles if the certificate is countersigned
by a transfer agent or registered by a registrar, either of which
is other than the Trust itself or an employee of the Trust. In
case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued with
the same effect as if he were such officer at the date of its
issuance.
(b) In the event the Trust has, by its Declaration of Trust,
limited or denied the preemptive right of shareholders, there
shall be set forth on the face or back of the certificates, which
the Trust shall issue to represent beneficial interests, such
legends or statements, if any, as shall be required by applicable
law or the Declaration of Trust or as may be approved by the
Trust Managers.
(c) All certificates shall be consecutively numbered and the
name of the person owning the shares represented thereby, with
the number of such shares and the date of issue, shall be entered
on the Trust's books.
(d) All certificates surrendered to the Trust shall be
cancelled, and, except as provided in Section 7.2 with respect to
lost, destroyed or mutilated certificates, no new certificate
shall be issued until the former certificate for the same number
of shares has been surrendered and cancelled.
Section 7.2 Lost Certificates, etc. The Trust Managers may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Trust
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. In authorizing such issue of a
new certificate or certificates, the Trust Managers may, in their
discretion and as a condition precedent to the issue thereof,
require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same
in such manner as the Trust Managers shall require and/or
indemnify the Trust as the Trust Managers may prescribe.
Section 7.3 Transfer of Shares. Subject to any restrictions
upon transfer, upon surrender to the Trust or the transfer agent
of the Trust of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer and satisfaction of the Trust that the
requested transfer complies with the provisions of applicable
state and federal laws and regulations, the Declaration of Trust
and any agreements to which the Trust is a party, the Trust shall
issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 7.4 Ownership of Shares. The Trust shall be
entitled to treat and recognize the holder of record of any share
or shares as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Texas.
Section 7.5 Closing of Transfer Books. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled
to receive a distribution by the Trust (other than a distribution
involving a purchase or redemption by the Trust of its own
shares) or a share dividend, or in order to make a determination
of shareholders for any other proper purpose, the Trust Managers
may provide that the share transfer books shall be closed for a
stated period but not to exceed, in any case, sixty (60) days.
If the share transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least
ten (10) days immediately preceding such meeting. In lieu of
closing the share transfer books, the Trust Managers may fix in
advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than sixty
(60) days and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular
action requiring such determination of shareholders is to be
taken, and the determination of shareholders on such record date
shall apply with respect to the particular action requiring the
same notwithstanding any transfer of shares on the books of the
Trust after such record date.
Section 7.6 Dividends. The Trust Managers may, from time to
time, declare, and the Trust may pay, dividends on its
outstanding shares in the manner and upon the terms and
conditions provided by the Declaration of Trust and by law, such
dividends to be paid in cash or in property or in shares of
beneficial interests of the Trust, except no dividends shall be
paid when the Trust is insolvent or when the payment thereof
would render the Trust insolvent.
Section 7.7 Reserves. By resolution the Trust Managers may
create such reserve or reserves of the Trust as the Trust
Managers from time to time, in their absolute discretion,
determine to be proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Trust, or for such other purpose
as the Trust Managers shall determine to be beneficial to the
interest of the Trust. The Trust Managers may modify or abolish
any such reserve in the manner in which it was created.
ARTICLE VIII
Indemnification
Section 8.1 Definitions. In this Article:
(a) "Indemnitee" means (i) any present or former Trust
Manager or officer of the Trust, (ii) any person who while
serving in any of the capacities referred to in clause (i) hereof
served at the Trust's request as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar
functionary of another real estate investment trust or foreign or
domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise,
and (iii) any person nominated or designated by (or pursuant to
authority granted by) the Trust Managers or any committee thereof
to serve in any of the capacities referred to in clauses (i) or
(ii) hereof.
(b) "Official Capacity" means (i) when used with respect to a
Trust Manager, the office of Trust Manager of the Trust and (ii)
when used with respect to a person other than a Trust Manager,
the elective or appointive office of the Trust held by such
person or the employment or agency relationship undertaken by
such person on behalf of the Trust, but in each case does not
include service for any other real estate investment trust or
foreign or domestic corporation or any partnership, joint
venture, sole proprietorship, trust, employee benefit plan or
other enterprise.
(c) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, any appeal in such
an action, suit or proceeding, and any inquiry or investigation
that could lead to such an action, suit or proceeding.
Section 8.2 Indemnification. The Trust shall indemnify
every Indemnitee against all judgments, penalties (including
excise and similar taxes), fines, amounts paid in settlement and
reasonable expenses actually incurred by the Indemnitee in
connection with any Proceeding in which he was, is or is
threatened to be named defendant or respondent, or in which he
was or is a witness without being named a defendant or
respondent, by reason, in whole or in part, of his serving or
having served, or having been nominated or designated to serve,
in any of the capacities referred to in Section 8.1(a), if it is
determined in accordance with Section 8.4 that the Indemnitee (a)
conducted himself in good faith, (b) reasonably believed, in the
case of conduct in his Official Capacity, that his conduct was in
the Trust's best interests and, in all other cases, that his
conduct was at least not opposed to the Trust's best interests,
and (c) in the case of any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful; provided,
however, that in the event that an Indemnitee is found liable to
the Trust or is found liable on the basis that personal benefit
was improperly received by the Indemnitee the indemnification (i)
is limited to reasonable expenses actually incurred by the
Indemnitee in connection with the Proceeding and (ii) shall not
be made in respect of any Proceeding in which the Indemnitee
shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Trust. Except
as provided in the immediately preceding proviso to the first
sentence of this Section 8.2, no indemnification shall be made
under this Section 8.2 in respect of any Proceeding in which such
Indemnitee shall have been (x) found liable on the basis that
personal benefit was improperly received by him, whether or not
the benefit resulted from an action taken in the Indemnitee's
Official Capacity, or (y) found liable to the Trust. The
termination of any Proceeding by judgment, order, settlement or
conviction, or on a plea of nolo contendere or its equivalent, is
not of itself determinative that the Indemnitee did not meet the
requirements set forth in clauses (a), (b) or (c) in the first
sentence of this Section 8.2. An Indemnitee shall be deemed to
have been found liable in respect of any claim, issue or matter
only after the Indemnitee shall have been so adjudged by a court
of competent jurisdiction after exhaustion of all appeals
therefrom. Reasonable expenses shall include, without
limitation, all court costs and all fees and disbursements of
attorneys for the Indemnitee.
Section 8.3 Successful Defense. Without limitation of
Section 8.2 and in addition to the indemnification provided for
in Section 8.2, the Trust shall indemnify every Indemnitee
against reasonable expenses incurred by such person in connection
with any Proceeding in which he is a witness or a named defendant
or respondent because he served in any of the capacities referred
to in Section 8.1(a), if such person has been wholly successful,
on the merits or otherwise, in defense of the Proceeding.
Section 8.4 Determinations. Any indemnification under
Section 8.2 (unless ordered by a court of competent jurisdiction)
shall be made by the Trust only upon a determination that
indemnification of the Indemnitee is proper in the circumstances
because he has met the applicable standard of conduct. Such
determination shall be made (a) by the Trust Managers by a
majority vote of a quorum consisting of Trust Managers who, at
the time of such vote, are not named defendants or respondents in
the Proceeding; (b) if such a quorum cannot be obtained, then by
a majority vote of a committee of the Trust Managers, duly
designated to act in the matter by a majority vote of all Trust
Managers (in which designation Trust Managers who are named
defendants or respondents in the Proceeding may participate),
such committee to consist solely of two (2) or more Trust
Managers who, at the time of the committee vote, are not named
defendants or respondents in the Proceeding; (c) by special legal
counsel selected by the Trust Managers or a committee thereof by
vote as set forth in clauses (a) or (b) of this Section 8.4 or,
if the requisite quorum of all of the Trust Managers cannot be
obtained and such committee cannot be established, by a majority
vote of all of the Trust Managers (in which Trust Managers who
are named defendants or respondents in the Proceeding may
participate); or (d) by the shareholders in a vote that excludes
the shares held by Trust Managers that are named defendants or
respondents in the Proceeding. Determination as to
reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except
that if the determination that indemnification is permissible is
made by special legal counsel, determination as to reasonableness
of expenses must be made in the manner specified in clause (c) of
the preceding sentence for the selection of special legal
counsel. In the event a determination is made under this Section
8.4 that the Indemnitee has met the applicable standard of
conduct as to some matters but not as to others, amounts to be
indemnified may be reasonably prorated.
Section 8.5 Advancement of Expenses. Reasonable expenses
(including court costs and attorneys' fees) incurred by an
Indemnitee who was or is a witness or was, is or is threatened to
be made a named defendant or respondent in a Proceeding shall be
paid or reimbursed by the Trust at reasonable intervals in
advance of the final disposition of such Proceeding, and without
making any of the determinations specified in Section 8.4, after
receipt by the Trust of (a) a written affirmation by such
Indemnitee of his good faith belief that he has met the standard
of conduct necessary for indemnification by the Trust under this
Article VIII and (b) a written undertaking by or on behalf of
such Indemnitee to repay the amount paid or reimbursed by the
Trust if it shall ultimately be determined that he is not
entitled to be indemnified by the Trust as authorized in this
Article VIII. Such written undertaking shall be an unlimited
obligation of the Indemnitee but need not be secured and it may
be accepted without reference to financial ability to make
repayment. Notwithstanding any other provision of this Article
VIII, the Trust may pay or reimburse expenses incurred by an
Indemnitee in connection with his appearance as a witness or
other participation in a Proceeding at a time when he is not
named a defendant or respondent in the Proceeding.
Section 8.6 Employee Benefit Plans. For purposes of this
Article VIII, the Trust shall be deemed to have requested an
Indemnitee to serve an employee benefit plan whenever the
performance by him of his duties to the Trust also imposed or
imposes duties on or otherwise involved or involves services by
him to the plan or participants or beneficiaries of the plan.
Excise taxes assessed on an Indemnitee with respect to an
employee benefit plan pursuant to applicable law shall be deemed
fines. Action taken or omitted by an Indemnitee with respect to
an employee benefit plan in the performance of his duties for a
purpose reasonably believed by him to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the
Trust.
Section 8.7 Other Indemnification and Insurance. The
indemnification provided by this Article VIII shall (a) not be
deemed exclusive of, or to preclude, any other rights to which
those seeking indemnification may at any time be entitled under
the Trust's Declaration of Trust, any law, agreement or vote of
shareholders or disinterested Trust Managers, or otherwise, or
under any policy or policies of insurance purchased and
maintained by the Trust on behalf of any Indemnitee, both as to
action in his Official Capacity and as to action in any other
capacity, (b) continue as to a person who has ceased to be in the
capacity by reason of which he was an Indemnitee with respect to
matters arising during the period he was in such capacity, and
(c) inure to the benefit of the heirs, executors and
administrators of such a person.
Section 8.8 Notice. Any indemnification of or advance of
expenses to an Indemnitee in accordance with this Article VIII
shall be reported in writing to the shareholders of the Trust
with or before the notice or waiver of notice of the next
shareholders' meeting or with or before the next submission to
shareholders of a consent to action without a meeting and, in any
case, within the twelve-month period immediately following the
date of the indemnification or advance.
Section 8.9 Construction. The indemnification provided by
this Article VIII shall be subject to all valid and applicable
laws, including, without limitation, the Texas Real Estate
Investment Trust Act, and, in the event this Article VIII or any
of the provisions hereof or the indemnification contemplated
hereby are found to be inconsistent with or contrary to any such
valid laws, the latter shall be deemed to control and this
Article VIII shall be regarded as modified accordingly, and, as
so modified, shall continue in full force and effect.
Section 8.10 Continuing Offer, Reliance, etc. The
provisions of this Article VIII (a) are for the benefit of, and
may be enforced by, each Indemnitee of the Trust, the same as if
set forth in their entirety in a written instrument duly executed
and delivered by the Trust and such Indemnitee and (b) constitute
a continuing offer to all present and future Indemnitees. The
Trust, by its adoption of these Bylaws, (x) acknowledges and
agrees that each Indemnitee of the Trust has relied upon and will
continue to rely upon the provisions of this Article VIII in
becoming, and serving in any of the capacities referred to in
Section 8.1 hereof, (y) waives reliance upon, and all notices of
acceptance of, such provisions by such Indemnitees and (z)
acknowledges and agrees that no present or future Indemnitee
shall be prejudiced in his right to enforce the provisions of
this Article VIII in accordance with their terms by any act or
failure to act on the part of the Trust.
Section 8.11 Effect of Amendment. No amendment,
modification or repeal of this Article VIII or any provision of
this Article VIII shall in any manner terminate, reduce or impair
the right of any past, present or future Indemnitees to be
indemnified by the Trust, nor the obligation of the Trust to
indemnify any such Indemnitees, under and in accordance with the
provisions of this Article VIII as in effect immediately prior to
such amendment, modification or repeal with respect to claims
arising from or relating to matters occurring, in whole or in
part, prior to such amendment, modification or repeal, regardless
of when such claims may be asserted.
ARTICLE IX
General Provisions
Section 9.1 General Policies. The Trust intends to make
investments that are consistent with the applicable requirements
of the Internal Revenue Code of 1986, as amended, and the Texas
Real Estate Investment Trust Act, as amended, and related
regulations with respect to the composition of the Trust's
investments and the derivation of its income.
Section 9.2 Limited Liability of Shareholders. A
shareholder shall not be personally or individually liable in any
manner whatsoever for any debt, act, omission or obligation
incurred by the Trust or the Trust Managers. A shareholder shall
be under no obligation to the Trust or to its creditors with
respect to such shares other than the obligation to pay to the
Trust the full amount of the consideration for which such shares
were issued or to be issued. Upon the payment of such
consideration, such shares shall be fully paid and non-assessable
by the Trust.
Section 9.3 Waiver of Notice. (a) Whenever, under the
provisions of applicable law or of the Declaration of Trust or of
these Bylaws, any notice is required to be given to any
shareholder or Trust Manager, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be equivalent to the
giving of such notice.
(b) Attendance of a Trust Manager at a meeting shall
constitute a waiver of notice of such meeting except where a
Trust Manager attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of
any business on the grounds that the meeting is not lawfully
called or convened.
Section 9.4 Seal. If one be adopted, the Trust seal shall
have inscribed thereon the name of the Trust and shall be in such
form as may be approved by the Trust Managers. Said seal shall
be kept in the custody of the Secretary and may be used by
causing it or a facsimile of it to be impressed or affixed or in
any manner reproduced.
Section 9.5 Fiscal Year. The fiscal year of the Trust shall
be fixed by resolution of the Trust Managers.
Section 9.6 Checks, Notes, etc. All checks or demands for
money and notes of the Trust shall be signed by such officer or
officers or such other person or persons as the Trust Managers
may from time to time designate. The Trust Managers may
authorize any officer or officers or such other person or persons
to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Trust, and such authority may
be general or confined to specific instances.
Section 9.7 Examination of Books and Records. The Trust
Managers shall determine from time to time whether, and if
allowed, when and under what conditions and regulations the
accounts and books of the Trust (except such as may by statute be
specifically opened to inspection) or any of them shall be open
to inspection by the shareholders, and the shareholders' rights
in this respect are and shall be restricted and limited
accordingly.
Section 9.8 Voting Upon Shares Held by the Trust. Unless
otherwise ordered by the Trust Managers, the President, acting on
behalf of the Trust, shall have full power and authority to
attend and to act and to vote at any meeting of shareholders of
any corporation in which the Trust may hold shares and at any
such meeting, shall possess and may exercise any and all of the
rights and powers incident to the ownership of such shares which,
as the owner thereof, the Trust might have possessed and
exercised, if present. The Trust Managers by resolution from
time to time may confer like powers upon any other person or
persons.
Section 9.9 Number, Gender, Etc. Whenever the singular
number is used in these Bylaws and when required by the context,
the same shall include the plural, and the masculine gender shall
include the feminine and neuter genders. The term "person," as
used herein and as the context requires shall mean and include
individuals, corporations, limited partnerships, general
partnerships, joint stock companies or associations, joint
ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts, or other entities and
governments and agencies and political subdivisions thereof.
ARTICLE X
Amendments
Section 10.1 Amendment of Bylaws. Except as otherwise
provided by applicable law or the Declaration of Trust, the power
to alter, amend or repeal these Bylaws or to adopt new Bylaws
shall be vested in the Trust Managers and (to the extent not
inconsistent with the Texas REIT Act and the Declaration of Trust
and specified in the notice of the meeting) the shareholders.
Such action to amend the Bylaws may be taken (i) with respect to
all Bylaw provisions, by the affirmative vote of a majority of
the Trust Managers, or (ii)(a) with respect to Section 2.5,
Section 3.3, Section 3.4, Section 3.6, Section 3.7 or Article X
of these Bylaws, by the affirmative vote of the holders of
two-thirds (2/3) of the Trust's outstanding shares, or (b) with
respect to all other Bylaws, by the affirmative vote of the
holders of a majority of the Trust's outstanding shares.
ARTICLE XI
Subject to All Laws
Section 11.1 Subject to All Laws. The provisions of these
Bylaws shall be subject to all valid and applicable laws,
including, without limitation, the Texas Real Estate Investment
Trust Act as now or hereafter amended, and in the event that any
of the provisions of these Bylaws are found to be inconsistent
with or contrary to any such valid laws, the latter shall be
deemed to control and these Bylaws shall be deemed modified
accordingly, and, as so modified, shall continue in full force
and effect.
<PAGE>
AMENDED AND RESTATED BYLAWS
OF
CAMDEN PROPERTY TRUST
October 31, 1996
INDEX
INDEX Page
ARTICLE I OFFICERS
Section 1.1 Principal Office . . . . . . . . . . . . . . . . .1
Section 1.2 Other Office . . . . . . . . . . . . . . . . . . .1
ARTICLE II MEETINGS OF SHAREHOLDERS
Section 2.1 Place of Meetings. . . . . . . . . . . . . . . . .1
Section 2.2 Annual Meeting . . . . . . . . . . . . . . . . . .1
Section 2.3 Special Meetings . . . . . . . . . . . . . . . . .2
Section 2.4 Notice of Meetings . . . . . . . . . . . . . . . .2
Section 2.5 Business at Annual Meeting . . . . . . . . . . . .2
Section 2.6 Voting Lists . . . . . . . . . . . . . . . . . . .4
Section 2.7 Quorum . . . . . . . . . . . . . . . . . . . . . .4
Section 2.8 Organization . . . . . . . . . . . . . . . . . . .5
Section 2.9 Proxies. . . . . . . . . . . . . . . . . . . . . .6
Section 2.10 Voting of Shares . . . . . . . . . . . . . . . .6
Section 2.11 Voting of Shares by Certain Holders . . . . . . .7
Section 2.12 Election of Trust Managers. . . . . . . . . . . .8
Section 2.13 Telephone Meetings. . . . . . . . . . . . . . . .8
Section 2.14 Action Without Meeting. . . . . . . . . . . . . .8
Section 2.15 Inspectors and Voting Procedures. . . . . . . . .8
ARTICLE III TRUST MANAGERS
Section 3.1 Powers and Responsibilities. . . . . . . . . . . .9
Section 3.2 Number and Qualification . . . . . . . . . . . . 10
Section 3.3 Election and Term of Office. . . . . . . . . . . 10
Section 3.4 Nomination of Trust Managers . . . . . . . . . . 11
Section 3.5 Resignation. . . . . . . . . . . . . . . . . . . 12
Section 3.6 Removal. . . . . . . . . . . . . . . . . . . . . 13
Section 3.7 Vacancies. . . . . . . . . . . . . . . . . . . . 13
Section 3.8 Bond Not Required; Time Commitment . . . . . . . 14
Section 3.9 Compensation . . . . . . . . . . . . . . . . . . 14
Section 3.10 Execution of Documents. . . . . . . . . . . . . 14
ARTICLE IV MEETINGS OF THE TRUST MANAGERS
Section 4.1 Place of Meetings. . . . . . . . . . . . . . . . 14
Section 4.2 Annual Meeting . . . . . . . . . . . . . . . . . 14
Section 4.3 Regular Meetings . . . . . . . . . . . . . . . . 15
Section 4.4 Special Meetings . . . . . . . . . . . . . . . . 15
Section 4.5 Quorum and Action. . . . . . . . . . . . . . . . 15
Section 4.6 Presumption of Assent to Action. . . . . . . . . 15
Section 4.7 Telephone Meetings . . . . . . . . . . . . . . . 16
Section 4.8 Action Without Meeting . . . . . . . . . . . . . 16
Section 4.9 Minutes. . . . . . . . . . . . . . . . . . . . . 16
Section 4.10 Interest of Trust Managers. . . . . . . . . . . 16
Section 4.11 Right of Trust Managers and Officers
to Own Shares or Other Property and
to Engage in Other Business. . . . . . . . . . . . . . . . 16
Section 4.12 Transactions Between Trust Managers and
the Trust. . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.13 Persons Dealing with Trust Managers
or Officers. . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.14 Reliance. . . . . . . . . . . . . . . . . . . . 18
Section 4.15 Liability of Trust Managers . . . . . . . . . . 18
ARTICLE V COMMITTEES OF THE TRUST MANAGERS
Section 5.1 Membership and Authorities . . . . . . . . . . . 19
Section 5.2 Minutes and Rules of Procedure . . . . . . . . . 19
Section 5.3 Vacancies. . . . . . . . . . . . . . . . . . . . 19
Section 5.4 Telephone Meetings . . . . . . . . . . . . . . . 19
Section 5.5 Action Without Meeting . . . . . . . . . . . . . 20
ARTICLE VI OFFICERS
Section 6.1 Number . . . . . . . . . . . . . . . . . . . . . 20
Section 6.2 Election, Term of Office and Qualification . . . 20
Section 6.3 Subordinate Officers . . . . . . . . . . . . . . 20
Section 6.4 Resignation. . . . . . . . . . . . . . . . . . . 21
Section 6.5 Removal. . . . . . . . . . . . . . . . . . . . . 21
Section 6.6 Vacancies. . . . . . . . . . . . . . . . . . . . 21
Section 6.7 The Chairman of the Board. . . . . . . . . . . . 21
Section 6.8 The President. . . . . . . . . . . . . . . . . . 22
Section 6.9 The Vice Presidents. . . . . . . . . . . . . . . 22
Section 6.10 The Secretary . . . . . . . . . . . . . . . . . 22
Section 6.11 Assistant Secretaries . . . . . . . . . . . . . 23
Section 6.12 The Treasurer . . . . . . . . . . . . . . . . . 23
Section 6.13 Assistant Treasurers. . . . . . . . . . . . . . 23
Section 6.14 Treasurer's Bond. . . . . . . . . . . . . . . . 24
Section 6.15 Salaries. . . . . . . . . . . . . . . . . . . . 24
Section 6.16 Execution of Documents. . . . . . . . . . . . . 24
ARTICLE VII TRUST SHARES
Section 7.1 Share Certificates . . . . . . . . . . . . . . . 24
Section 7.2 Lost Certificates, etc.. . . . . . . . . . . . . 25
Section 7.3 Transfer of Shares . . . . . . . . . . . . . . . 26
Section 7.4 Ownership of Shares. . . . . . . . . . . . . . . 26
Section 7.5 Closing of Transfer Books. . . . . . . . . . . . 26
Section 7.6 Dividends. . . . . . . . . . . . . . . . . . . . 27
Section 7.7 Reserves . . . . . . . . . . . . . . . . . . . . 27
ARTICLE VIII INDEMNIFICATION
Section 8.1 Definitions. . . . . . . . . . . . . . . . . . . 27
Section 8.2 Indemnification. . . . . . . . . . . . . . . . . 28
Section 8.3 Successful Defense . . . . . . . . . . . . . . . 29
Section 8.4 Determinations . . . . . . . . . . . . . . . . . 29
Section 8.5 Advancement of Expenses. . . . . . . . . . . . . 30
Section 8.6 Employee Benefit Plans . . . . . . . . . . . . . 31
Section 8.7 Other Indemnification and Insurance. . . . . . . 31
Section 8.8 Notice . . . . . . . . . . . . . . . . . . . . . 31
Section 8.9 Construction . . . . . . . . . . . . . . . . . . 32
Section 8.10 Continuing Offer, Reliance, etc . . . . . . . . 32
Section 8.11 Effect of Amendment . . . . . . . . . . . . . . 32
ARTICLE IX GENERAL PROVISIONS
Section 9.1 General Policies . . . . . . . . . . . . . . . . 33
Section 9.2 Limited Liability of Shareholders. . . . . . . . 33
Section 9.3 Waiver of Notice . . . . . . . . . . . . . . . . 33
Section 9.4 Seal . . . . . . . . . . . . . . . . . . . . . . 33
Section 9.5 Fiscal Year. . . . . . . . . . . . . . . . . . . 34
Section 9.6 Checks, Notes, etc.. . . . . . . . . . . . . . . 34
Section 9.7 Examination of Books and Records . . . . . . . . 34
Section 9.8 Voting Upon Shares Held by the Trust . . . . . . 34
Section 9.9 Number, Gender, Etc. . . . . . . . . . . . . . . 34
ARTICLE X AMENDMENTS
Section 10.1 Amendment of Bylaws . . . . . . . . . . . . . . 35
ARTICLE XI SUBJECT TO ALL LAWS
Section 11.1 Subject to All Laws . . . . . . . . . . . . . . 35
