§ 8-501

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

§8–501.

(a)Except as provided in § 8–202(c) or § 8–203(a)(8) of this title, a declaration of trust may be amended only as provided in this section.

(b)The board of trustees of a real estate investment trust proposing an amendment to its declaration of trust shall:

(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 by the shareholders.

(1)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.

(1)A declaration of trust may permit the board of trustees, with the approval of two thirds of its members, and without action by the shareholders, to amend 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.

(2)Notwithstanding subsections

(b)and

(d)of this section, unless prohibited in the declaration of trust by reference to this subsection or to the subject matter of this subsection, a majority of the entire board of trustees, without action by the shareholders, may 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.

(1)In this subsection, “reverse share split” means a combination of outstanding shares of beneficial interest of a real estate investment trust into a lesser number of shares of beneficial interest of the same class without any change to the aggregate par value of the outstanding shares.

(2)This subsection applies to a real estate investment trust with a class of equity securities registered under the Securities Exchange Act of 1934.

(3)Unless prohibited in the declaration of trust by reference to this subsection or to the subject matter of this subsection, the board of trustees of a real estate investment trust may amend the declaration of trust, with the approval of a majority of the board of trustees and without shareholder action, to effect a reverse share split that results in a combination of shares of beneficial interest at a ratio of not more than 10 shares into 1 share in any 12–month period.

(4)Within 20 days after the effective date of a reverse share split authorized under this subsection, the real estate investment trust shall give written notice of the reverse share split to each holder of record of the combined shares of beneficial interest as of the effective date.

(g)Articles of amendment shall be executed for the real estate investment trust in the manner required by § 1–301 of this article and filed for record with the Department.

(1)The real estate investment trust may not issue any of the shares that are classified, reclassified, or newly authorized by an amendment to the declaration of trust before the time the amendment is filed with the Department.

(2)Notwithstanding paragraph

(1)of this subsection:

(i)The shares issued by a real estate investment trust before the time the amendment with respect to the shares is effective shall cease to be voidable as a result of the failure to file the amendment or the articles of amendment and restatement at the time the amendment or the articles are filed; and

(ii)A right or liability accrued by reason of the issuance of the shares before the time the amendment is filed shall be extinguished at the time the amendment or the articles of amendment and restatement are filed, except to the extent that the person having the right or liability has acted detrimentally in reliance on the right or liability solely by reason of the issuance of the shares.