Ch. 717                                        1997 LAWS OF MARYLAND

in the manner and by the vote required by its declaration of trust, charter, or partnership
agreement and the laws of the place where it is organized;

(2)     (i) A foreign limited liability company party to the merger shall have
the merger advised, authorized, and approved in the manner and by the vote required by
the laws of the place where it is organized; and

(ii) A domestic limited liability COMPANY shall have the merger
approved in the manner provided under § 4A-703 of this article; [and]

(3)     A merger need be approved by a Maryland real estate investment trust
successor only by a majority of its entire board of trustees if:

(i) The merger does not reclassify or change its outstanding shares or
otherwise amend its declaration of trust; and

(ii) The number of shares to be issued or delivered in the merger is not
more than [15] 20 percent of the number of its shares of the same class or series
outstanding immediately before the merger becomes effective; AND

(4)      A MERGER OF A SUBSIDIARY WITH OR INTO ITS PARENT NEED BE
APPROVED ONLY IN THE MANNER PROVIDED IN § 3-106 OF THIS ARTICLE, PROVIDED
THE PARENT OWNS AT LEAST 90 PERCENT OF THE SUBSIDIARY.

8-501.2

(A)     IF AUTHORIZED BY A MAJORITY OF THE ENTIRE BOARD OF TRUSTEES, A
REAL ESTATE INVESTMENT TRUST MAY RESTATE ITS DECLARATION OF TRUST AS
PROVIDED IN THIS SECTION.

(B)     ARTICLES OF RESTATEMENT CONTAINING PROVISIONS REQUIRED BY §
2-608 OF THIS ARTICLE AND SUCH OTHER PROVISIONS AS MAY BE PERMITTED BY
THAT SECTION SHALL BE:

(1)      EXECUTED FOR EACH PARTY TO THE ARTICLES IN THE MANNER
REQUIRED BY TITLE 1 OF THIS ARTICLE; AND

(2)      FILED FOR RECORD WITH THE DEPARTMENT.
8-501.3.

(A)     A COMPLETE RESTATEMENT OF THE DECLARATION OF TRUST MAY BE
SUBMITTED FOR APPROVAL IN THE MANNER REQUIRED FOR AN AMENDMENT OF
THE DECLARATION OF TRUST TO A MEETING OF THE REAL ESTATE INVESTMENT
TRUSTS SHAREHOLDERS OR TRUSTEES.

(B)     IF THE RESTATEMENT IS SUBMITTED FOR APPROVAL IN THE MANNER
REQUIRED FOR AN AMENDMENT TO THE DECLARATION OF TRUST, ANY
AMENDMENTS TO THE DECLARATION OF TRUST APPROVED AT THE MEETING MAY
BE INCLUDED IN THE RESTATEMENT.

(C) ARTICLES OF AMENDMENT AND RESTATEMENT SHALL INCLUDE THE
PROVISIONS REQUIRED TO BE INCLUDED IN BOTH ARTICLES OF AMENDMENT AND
ARTICLES OF RESTATEMENT.

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