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Ch. 642
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2000 LAWS OF MARYLAND
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(III) ANY OTHER EVENT.
(2) ANY PROVISION OF THE BYLAWS PERMITTED UNDER SUBSECTION
(A) OF THIS SECTION MAY BE MADE DEPENDENT UPON FACTS ASCERTAINABLE
OUTSIDE THE BYLAWS.
[8-205.
Unless the declaration of trust provides otherwise or the real estate investment
trust elects to be subject to § 3-804 (a) of this article, the shareholders of a real estate
investment trust may remove any trustee, with or without cause, by the affirmative
vote of a majority of all the votes entitled to be cast for the election of trustees.]
8-205.
(A) THE SHAREHOLDERS OF A REAL ESTATE INVESTMENT TRUST MAY
REMOVE ANY TRUSTEE, WITH OR WITHOUT CAUSE, BY THE AFFIRMATIVE VOTE OF A
MAJORITY OF ALL THE VOTES ENTITLED TO BE CAST GENERALLY FOR THE
ELECTION OF TRUSTEES, EXCEPT:
(1) AS PROVIDED IN SUBSECTION (B) OF THIS SECTION;
(2) AS OTHERWISE PROVIDED IN THE DECLARATION OF TRUST OF THE
REAL ESTATE INVESTMENT TRUST; OR
(3) FOR A REAL ESTATE INVESTMENT TRUST THAT HAS ELECTED TO BE
SUBJECT TO § 3-804(A) OF THIS ARTICLE.
(B) UNLESS THE DECLARATION OF TRUST OF THE REAL ESTATE INVESTMENT
TRUST PROVIDES OTHERWISE:
(1) IF THE SHAREHOLDERS OF ANY CLASS OR SERIES ARE ENTITLED
SEPARATELY TO ELECT ONE OR MORE TRUSTEES, A TRUSTEE ELECTED BY A CLASS
OR SERIES MAY NOT BE REMOVED WITHOUT CAUSE EXCEPT BY THE AFFIRMATIVE
VOTE OF A MAJORITY OF ALL THE VOTES OF THAT CLASS OR SERIES;
(2) IF A REAL ESTATE INVESTMENT TRUST HAS CUMULATIVE VOTING
FOR THE ELECTION OF TRUSTEES AND LESS THAN THE ENTIRE BOARD IS TO BE
REMOVED, A TRUSTEE MAY NOT BE REMOVED WITHOUT CAUSE IF THE VOTES CAST
AGAINST THE TRUSTEE'S REMOVAL WOULD BE SUFFICIENT TO ELECT THE TRUSTEE
IF THEN CUMULATIVELY VOTED AT AN ELECTION OF THE ENTIRE BOARD OF
TRUSTEES, OR, IF THERE IS MORE THAN ONE CLASS OF TRUSTEES, AT AN ELECTION
OF THE CLASS OF TRUSTEES OF WHICH THE TRUSTEE IS A MEMBER; AND
(3) IF THE TRUSTEES HAVE BEEN DIVIDED INTO CLASSES, A TRUSTEE
MAY NOT BE REMOVED WITHOUT CAUSE.
8-206.
(A) The [declaration of trust or bylaws of a real estate investment trust may
provide for] BOARD OF TRUSTEES OF A REAL ESTATE INVESTMENT TRUST MAY
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- 3320 -
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