BYLAWS
OF
MAXUS REALTY TRUST, INC.
AS AMENDED TO MAY 22, 2006
TABLE OF CONTENTS
Page
|
ARTICLE I THE TRUST: DEFINITIONS |
1 |
|
1.1 |
Name |
1 |
|
1.2 |
Places of Business |
1 |
|
1.3 |
Nature of Trust |
1 |
|
1.4 |
Definitions |
1 |
|
ARTICLE II TRUSTEES |
4 |
|
2.1 |
Number of Trustees |
4 |
|
2.2 |
Election and Term of Office |
5 |
|
2.3 |
Vacancies |
5 |
|
2.4 |
Place of Meeting |
5 |
|
2.5 |
Organization Meetings |
5 |
|
2.6 |
Regular Meetings |
5 |
|
2.7 |
Special Meetings |
5 |
|
2.8 |
Quorum |
6 |
|
2.9 |
Executive Committee |
6 |
|
2.1 |
Audit Committee |
6 |
|
2.11 |
Other Committees |
7 |
|
2.12 |
Action by Written Consent |
7 |
|
2.13 |
Fees and Compensation |
7 |
|
2.14 |
Independent Trustees |
7 |
|
2.15 |
Removal of Trustee by Board of Trustees |
8 |
|
2.16 |
Removal of Trustees by Shareholders |
8 |
|
ARTICLE III TRUSTEES POWERS |
8 |
|
3.1 |
Power and Authority of Trustees |
8 |
|
3.2 |
Trustees Regulations |
12 |
|
3.3 |
Limit on Trustees Obligations |
12 |
|
3.4 |
Independent Trustees |
12 |
|
ARTICLE IV OFFICERS |
14 |
|
4.1 |
Officers |
14 |
|
4.2 |
Election and Term of Office |
14 |
|
4.3 |
Subordinate Officers |
14 |
|
4.4 |
Compensation |
14 |
|
4.5 |
Chairman of the Board |
14 |
|
4.6 |
President |
14 |
TABLE OF CONTENTS
(Continued)
Page
|
4.7 |
Executive or Senior Vice Presidents |
15 |
|
4.8 |
Vice Presidents |
15 |
|
4.9 |
Secretary |
15 |
|
4.1 |
Assistant Secretaries |
15 |
|
4.11 |
Treasurer |
15 |
|
4.12 |
Assistant Treasurer |
16 |
|
ARTICLE V ADVISOR; LIMITATION ON OPERATING EXPENSES |
16 |
|
5.1 |
Employment of Advisor |
16 |
|
5.2 |
Qualification of Advisor |
16 |
|
5.3 |
Contract with Advisor |
17 |
|
5.4 |
Other Activities of the Advisor |
17 |
|
5.5 |
Limitation on Total Operating Expenses of the Trust |
17 |
|
ARTICLE VI INVESTMENT POLICY |
18 |
|
6.1 |
General Statement of Policy |
18 |
|
6.2 |
Restrictions |
20 |
|
6.3 |
Appraisals |
21 |
|
ARTICLE VII MEETINGS OF SHAREHOLDERS |
21 |
|
7.1 |
Place of Meetings |
21 |
|
7.2 |
Annual Meetings. |
21 |
|
7.3 |
Special Meetings. |
21 |
|
7.4 |
Closing of Transfer Books and Fixing of Record Dates |
22 |
|
7.5 |
Quorum |
23 |
|
7.6 |
Voting of Shares |
23 |
|
7.7 |
Action by Written Consent |
23 |
|
7.8 |
Proxies |
23 |
|
ARTICLE VIII SHARES OF STOCK |
24 |
|
8.1 |
Certificates |
24 |
|
8.2 |
Transfer Agent, Dividend Disbursing Agent, Dividend |
|
| |
Reinvestment Plan Agent and Registrar |
24 |
|
8.3 |
Transfer Agents and Registrars; Facsimile Signatures |
24 |
|
8.4 |
Lost Certificates |
25 |
|
8.5 |
Transfer of Shares |
25 |
|
8.6 |
Registered Shareholders |
25 |
TABLE OF CONTENTS
(Continued)
Page
|
8.7 |
Shareholders Disclosure; call of Shares; Right to Refuse |
|
| |
to Transfer Shares or Warrants |
26 |
|
8.8 |
Limitation on Acquisition and ownership Of Shares and |
|
| |
Warrants. |
27 |
|
8.9 |
Dividends or Distributions to Shareholders |
28 |
|
ARTICLE IX LIABILITY OF TRUSTEES, SHAREHOLDERS AND |
|
|
OFFICERS AND OTHER MATTERS |
28 |
|
9.1 |
Exculpation of Trustees, Officers and Others |
28 |
|
9.2 |
(a) Actions Involving Directors, Officers and Employees |
29 |
|
9.3 |
Right of Trustees, Officers and Others to Own Shares or |
|
|
Other Property and to Engage in Other Business |
31 |
|
9.4 |
Transactions Between the Trust, the Trustees, the Advisor, |
|
| |
and Certain Affiliates |
31 |
|
9.5 |
Persons Dealing with Trustees or Officers |
33 |
|
9.6 |
Reliance |
33 |
|
9.7 |
Income Tax Status |
34 |
|
ARTICLE X MISCELLANEOUS |
34 |
|
10.1 |
Reports to Shareholders. |
34 |
|
10.2 |
Notices |
34 |
|
10.3 |
Inspection of Bylaws |
35 |
|
10.4 |
Inspection of Corporate Records |
35 |
|
10.5 |
Checks |
35 |
|
10.6 |
Fiscal Year |
35 |
|
10.7 |
Seal |
35 |
|
10.8 |
Power of Shareholders in Event of Merger or Sale of |
|
| |
Assets. |
35 |
|
10.9 |
Conflicting Provisions. |
36 |
|
ARTICLE XI AMENDMENTS |
36 |
iii
BYLAWS
OF
MAXUS REALTY TRUST, INC.
AS AMENDED ON MAY 22, 2006
ARTICLE I
THE TRUST: DEFINITIONS
1.1 Name. The name of the corporation is Maxus Realty Trust, Inc. Maxus Realty Trust, Inc. is referred to herein as the Trust. As far as practicable and except as otherwise provided in the Articles of Incorporation and these Bylaws, the Trustees (as defined in Section 1.4(x) hereof) shall manage the business, conduct the affairs of the Trust and execute all documents in the name of Maxus Realty Trust, Inc.
1.2 Places of Business. The registered office of the Trust in Missouri shall be located at 7701 Forsyth Boulevard, St. Louis, Missouri 63105 or at such other address within the State of Missouri as the Board of Trustees may from time to time authorize by duly adopted resolution. The Trust may maintain such other offices or places of business both within and without the State of Missouri as the Trustees may from time to time determine or as the business of the Trust may require.
1.3 Nature of Trust. The Trust is a corporation organized under the laws of the State of Missouri. It is intended that the Trust shall qualify as a real estate investment trust under the REIT Provisions of the Internal Revenue Code during such period as the Trustees shall deem it advisable so to qualify the Trust.
1.4 Definitions. As used in these Bylaws, the following terms shall have the following meanings unless the context otherwise requires:
(a) Administrator.Administrator shall mean the official or agency administering the securities laws of a jurisdiction.
(b) Advisor.Advisor shall mean any Person responsible for directing or performing the day-to-day business affairs of the Trust, including any Person to whom an Advisor subcontracts substantially all of such functions.
(c) Affiliate.Affiliate of a specified Person (the Specified Person) shall mean any Person (i) who directly or indirectly controls, is controlled by, or is under common control with the Specified Person; (ii) who owns or controls ten percent (10%) or more of the Specified Persons outstanding voting securities; (iii) in whom such Specified Person owns or controls ten percent (10%) or more of the outstanding voting securities; (iv) who is a director, partner, executive officer or trustee of the Specified Person; or (v) in whom the Specified Person is a director, partner, executive officer or trustee.
(d) Annual meeting of Shareholders.Annual Meeting of Share-holders shall mean the meeting referred to in Section 7.2 hereof.
(e) Annual Report.Annual Report shall mean the report referred to in section 10.1 hereof.
(f) Appraisal.Appraisal shall mean a determination of the fair market value, as of the date of the Appraisal, of real property in its existing state or in a state to be created, such determination to be made by a qualified independent real estate appraiser selected by the Independent Trustees.
(g) Articles of Incorporation.Articles of Incorporation shall mean the original Articles of Incorporation of the Trust and all amendments thereto.
(h) Average Invested Assets.Average Invested Assets for any period shall mean the average of the aggregate book value (on an historical cost basis) of the assets of the Trust invested, directly or indirectly, in equity interests in and loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period.
(i) Board of Trustees.Board of Trustees shall mean, as of any particular time, the members of the Board of Directors of the Trust.
(j) Bylaws.Bylaws shall mean these Bylaws and all amendments, restatements or modifications thereof. References in these Bylaws to herein, hereof and hereunder shall be deemed to refer to these By laws and shall not be limited to the particular text, article or section in which such words appear.
(k) Independent Trustee(s).Independent Trustee(s) shall mean the Trustee(s) of the Trust who are not Affiliates, either directly or indirectly, of the Advisor or of any business entity which is an Affiliate of the Advisor. An indirect relationship shall include circumstances in which a member of the immediate family of a Trustee is an Affiliate of the Advisor or the Trust. The immediate family of a Trustee shall include only such Trustees parents, grandparents, brothers and sisters, spouse, children and grandchildren.
(l) Internal Revenue Code.Internal Revenue code shall mean the Internal Revenue Code of 1954, as amended.
(m) Net Assets.Net Assets shall mean the Total Assets (other than intangibles) at cost, before deducting depreciation or other non-cash reserves, less total liabilities, calculated at least quarterly on a basis consistently applied.
(n) Net Income.Net Income for any period shall mean total revenues applicable to such period, less the expenses applicable to such period other than additions to reserves for depreciation or bad debts or other similar non-cash reserves.
(o) Person.Person shall mean any individual, corporation, partnership, trust or other entity.
(p) REIT.REIT shall mean a real estate investment trust, as defined in the Internal Revenue Code.
(q) REIT Provisions of the Internal Revenue Code.REIT Provisions of the Internal Revenue Code shall mean Part II of Subchapter M of Chapter 1 of Subtitle A of the Internal Revenue Code, as now enacted or hereafter amended, or successor statutes, and any regulations and rulings promulgated thereunder.
(r) Securities.Securities shall mean any Shares, stock, shares, voting trust certificates, bonds, limited partnership interests, debentures, notes, or other evidences of indebtedness or ownership or, in general, any instruments commonly known as securities or any certificates of interest, shares or participations in temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to purchase or acquire any of the foregoing.
Home
Intelligence
Services
Subscriptions
News
About Us