(1) Adopt a resolution which sets forth the proposed amendment and
declares that it is advisable; and

(2) Direct that the proposed amendment be submitted for consideration
[at either an annual or a special meeting of] BY the shareholders.

(c) (1) [Notice] IF THE PROPOSED AMENDMENT IS TO BE CONSIDERED AT A
MEETING OF THE SHAREHOLDERS, NOTICE which states that a purpose of the
meeting will be to act upon the proposed amendment shall be given by the real estate
investment trust in the manner required by its declaration of trust or bylaws to:

(i) Each shareholder entitled to vote on the proposed amendment;

and

(ii) . Each shareholder not entitled to vote on the proposed
amendment if the contract rights of the shareholder's shares, as expressly set forth in
the declaration of trust, would be altered by the amendment.

(2) The notice shall include a copy of the amendment or a summary of
the changes it will affect.

(d) The proposed amendment shall be approved by the shareholders of the real
estate investment trust by the affirmative vote OR WRITTEN CONSENT of two thirds
of all the votes entitled to be cast on the matter.

(e) A declaration of trust may permit:

(1) [the] THE BOARD OF trustees [by a two-thirds vote], WITH THE
APPROVAL OF TWO THIRDS OF ITS MEMBERS, AND WITHOUT ACTION BY THE
SHAREHOLDERS, to amend [provisions of] the declaration of trust from time to time
to qualify as a real estate investment trust under the Internal Revenue Code or under
this title; AND

(2) A MAJORITY OF THE ENTIRE BOARD OF TRUSTEES, WITHOUT ACTION
BY THE SHAREHOLDERS, TO AMEND THE DECLARATION OF TRUST IN ANY RESPECT
IN WHICH THE CHARTER OF A CORPORATION MAY BE AMENDED IN ACCORDANCE
WITH § 2-605 OF THIS ARTICLE.

(f) Articles of amendment, setting forth the amendment and stating the
manner in which it was approved, shall be signed and acknowledged by at least a
majority of the trustees, or an officer duly authorized by at least a majority of the
trustees, and filed with the Department. 

8-501.1.

(a) (3) "Foreign business trust" means a business trust organized under the
laws of the United States, another state of the United States, or a territory,
possession, or district of the United States, OR UNDER THE LAWS OF A FOREIGN
COUNTRY.

(c) A merger shall be approved in the manner provided by this section, except

that: