UNIVERSAL HEALTH REALTY INCOME TRUST

 

 

 

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                                    BYLAWS

 

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                                   ARTICLE I

 

                                   TRUSTEES

 

       SECTION 1.1 Fiduciary Duty. The Trustees shall have a fiduciary duty to

the Shareholders of the Trust.

 

       SECTION 1.2 Qualifying Shares Not Required. Trustees need not be

Shareholders of Universal Health Realty Income Trust (the "Trust").

 

       SECTION 1.3 Quorum. A majority of the Trustees shall constitute a quorum

subject to the provisions of Section 2.6 of the Trust's Declaration of Trust, as

it may be amended from time to time (the "Declaration").

 

       SECTION 1.4 Number and Term; Election. The number and terms of

the Trustees shall be as provided in Section 2.1 of the Declaration. Trustees

shall be elected at Annual Meetings of Shareholders as provided in Section 2.1

of the Declaration. If Trustees are not so elected at an Annual Meeting or if

such meeting is not held, Trustees may be elected at a special meeting of

Shareholders.

 

       SECTION 1.5 Place of Meeting. Meetings of the Trustees shall

be held at the principal office of the Trust or at such place within or without

the State of Maryland as the Chairman or the President shall direct or as is

fixed from time to time by resolution of the Trustees. Whenever a place other

than the principal office is fixed by the Chairman or the President or by

resolution as the place at which future meetings are to be held, written notice

thereof shall be sent to all Trustees a reasonable time in advance of any

meeting to be held at such place.

 

       SECTION 1.6 Organizational Meetings. Immediately following

each Annual Meeting of Shareholders, a regular meeting of the Trustees shall be

held for the purpose of organizing, electing officers and transacting other

business. Notice of such meetings need not be given.

 

 

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       SECTION 1.7 Regular Meetings. Regular meetings of the Trustees

shall be held at the place determined pursuant to Section 1.4 hereof on the

dates, if any, established at each organizational meeting of the Trustees and

notice of such regular meetings of the Trustees is hereby dispensed with.

 

       SECTION 1.8 Special Meetings. Special meetings of the Trustees

may be called at any time by the Chairman or President, and the Chairman or

President shall call a special meeting at any time upon the written request of

three (3) Trustees. Written notice of the time and place of a special meeting

shall be given to each Trustee, either personally or by sending a copy thereof

by mail or by telegraph, charges prepaid, to his address appearing on the books

of the Trust or theretofore given by him to the Trust for the purpose of notice.

In case of personal service, such notice shall be so delivered at least

twenty-four (24) hours prior to the time fixed for the meeting. If such notice

is mailed, it shall be deposited in the United States mail in the place in which

the principal office of the Trust is located at least seventy-two (72) hours

prior to the time fixed for the holding of the meeting. If telegraphed, it shall

be delivered to the telegraph company at least forty-eight (48) hours prior to

the time fixed for the holding of the meeting. If notice is not so given by the

Secretary, it may be given in the same manner by the Chairman, President or the

Trustees requesting the meeting.

 

       SECTION 1.9 Adjourned Meetings. A quorum of the Trustees may

adjourn any Trustees' meeting to meet again at a stated day and hour. In the

absence of a quorum, a majority of the Trustees present may adjourn from time to

time to meet again at a stated day and hour prior to the time fixed for the next

regular meeting of the Trustees. The motion for adjournment shall be lodged with

the records of the Trust. Notice of the time and place of an adjourned meeting

need not be given to any Trustee present at the adjourned meeting if the time

and place is fixed at the meeting adjourned.

 

       SECTION 1.10 Waiver of Notice. The transactions of any meeting

of the Trustees, however called and noticed or wherever held, shall be as valid

as though had at a meeting duly held after regular call and notice if a quorum

is present and if, either before or after the meeting, each of the Trustees not

present signs a written waiver of notice, a consent to the

 

 

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holding of such meeting or an approval of the minutes thereof. All such waivers,

consents or approvals shall be lodged with the Trust records or made a part of

the minutes of the meeting.

 

       SECTION 1.11 Action Without Meeting. Unless specifically

otherwise provided in the Declaration, any action required or permitted to be

taken by the Trustees may be taken without a meeting if a majority of the

Trustees (or a majority of the Independent Trustees as to any action which

requires such a majority) shall individually or collectively consent in writing

to such action. Such written consent or consents shall be lodged with the

records of the Trust and shall have the same force and effect as the affirmative

vote of such Trustees at a duly held meeting of the Trustees at which a quorum

were present.

 

       SECTION 1.12 Telephone Meetings. The Trustees may meet by

means of a telephone conference circuit or similar communications equipment by

means of which all persons participating in the meeting shall be able to hear

one another and participate therein. Such meeting shall be deemed to have been

held at a place designated by the Trustees at the meeting. Participation in a

telephone conference meeting shall constitute presence in person at such

meeting.

 

       SECTION 1.13 Committee Rules. Unless the Trustees otherwise

provide, each committee designated by the Trustees pursuant to Section 2.8 of

the Declaration may adopt, amend and repeal rules for the conduct of such

committee's business. In the absence of a provision by the Trustees or a

provision in the rules of such committee to the contrary, a majority of the

entire authorized number of members of such committee shall constitute a quorum

for the transaction of business, the vote of a majority of the members present

at a meeting at the time of such vote if a quorum is then present shall be the

act of such committee, and in other respects each committee shall conduct its

business in the same manner as the Trustees conduct their business pursuant to

Article II of the Declaration and this Article I of these Bylaws.

 

 

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                                  ARTICLE II

 

                                   OFFICERS

 

       SECTION 2.1 Enumeration. The officers of the Trust shall be a

President, a Secretary, a Treasurer, and such other officers as are elected by

the Trustees including, in their discretion, a Chairman and one or more

assistant secretaries and assistant treasurers, with such duties as are assigned

to them by the Trustees. Officers shall be elected by and shall hold office at

the pleasure of the Trustees. When the duties do not conflict, any two or more

officers, except those of Chairman and/or President and Secretary, may be held

by the same person.

 

       SECTION 2.2 Powers and Duties of the Chairman. The Chairman,

if there shall be such an officer, shall, if present, preside at all meetings of

the Shareholders and the Trustees and may be the chief executive officer of the

Trust if the Trustees so elect.

 

       SECTION 2.3 Powers and Duties of the President. Subject to

such supervisory powers, if any, as may be given by the Trustees to the

Chairman, the President shall, subject to the control of the Trustees and the

supervision of the Chairman, have general supervision, direction and control of

the business of the Trust and its employees and shall exercise such general

powers of management as are usually vested in the office of president of a

corporation. In the absence of the Chairman, or if there be none, he shall

preside at all meetings of the Shareholders and/or Trustees and, unless the

Chairman has been designated as chief executive officer, shall be chief

executive officer of the Trust. He shall be, ex officio, a member of all

standing committees.

 

       SECTION 2.4 Powers and Duties of Vice-President. Each Vice-President, if

any, designated by the Trustees shall be an administrative officer of the Trust

and have such duties as are designated by the President or the Trustees.

 

       SECTION 2.5 Duties of the Secretary. The Secretary shall:

 

           (a) Minutes. Keep full and complete minutes of the

       meetings (or actions in lieu thereof) of the Trustees, any

       committees of the Trustees and the Shareholders and give

       notice, as required, of all such meetings;

 

 

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           (b) Books and Other Records. Maintain custody of and

       keep the books of account and other records of the Trust

       except such as are in the custody of the Treasurer;

 

           (c) Share Register. Maintain at the principal office

       of the Trust a share register, showing the ownership and

       transfers of ownership of all shares of the Trust, unless a

       transfer agent is employed to maintain and does maintain such

       a share register; and

 

           (d) General Duties. Generally, perform all duties

       which pertain to his office and which are required by the

       Trustees.

 

       An Assistant Secretary or Secretaries may be appointed to

assist, or to act in the absence of, the Secretary.

 

       SECTION 2.6 Duties of the Treasurer. The Treasurer shall

perform all duties which pertain to his office and which are required by the

Trustees, including without limitation the receipt, deposit and disbursement of

funds belonging to the Trust.

 

       An Assistant Treasurer or Treasurers may be appointed to

assist, or to act in the absence of, the Treasurer.

 

                                  ARTICLE III

 

                                 SHAREHOLDERS

 

       SECTION 3.1 Effect of Quorum. Subject to the provisions of the

Declaration, the Shareholders present at a duly called or held meeting at which

a quorum is present (such quorum determined pursuant to Section 3.9 of the

Declaration) may continue to do business until adjournment notwithstanding the

withdrawal of enough Shareholders so that the remaining Shareholders constitute

less than a quorum.

 

       SECTION 3.2 Place of Meeting. Meetings of the Shareholders

shall be held at the principal office of the Trust or at such place within or

without the State of Maryland as is designated by the Trustees or the Chairman

or President or by the written consent of a majority

 

 

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of the Shareholders entitled to vote thereat, given either before or after the

meeting and filed with the Secretary of the Trust.

 

       SECTION 3.3 Annual Meeting. A regular Annual Meeting of the

Shareholders shall be called by the Chairman or President after the end of each

fiscal year, commencing with the fiscal year ending December 31, 1986.

 

       SECTION 3.4 Special Meetings. Special meetings of the

Shareholders may be held at any time for any purpose or purposes permitted by

the Declaration and shall be called as provided in Section 3.9 of the

Declaration.

 

       SECTION 3.5 Notice of Regular or Special Meetings. Written

notice specifying the place, day and hour of any regular or special meeting, the

purposes of the meeting, and all other matters required by law shall be given to

each Shareholder of record entitled to vote, either personally or by sending a

copy thereof by mail or telegraph, charges prepaid, to his or her address

appearing on the books of the Trust or theretofore given by him or her to the

Trust for the purpose of notice or, if no address appears or has been given,

addressed to the place where the principal office of the Trust is situated. It

shall be the duty of the Secretary to give notice of each Annual Meeting of the

Shareholders at least fifteen (15) days and not more than sixty (60) days before

the date on which it is to be held. Whenever an officer has been duly requested

to call a special meeting of Shareholders, it shall be his duty to fix the date

and hour thereof, which date shall be not less than twenty (20) days and not

more than sixty (60) days after the receipt of such request if the request has

been delivered in person or after the date of mailing the request, as the case

may be, and to give notice of such special meeting within ten (10) days after

receipt of such request. If the date of such special meeting is not so filed and

notice thereof given within ten (10) days after the date of receipt of the

request, the date and hour of such meeting may be fixed by the person or persons

calling or requesting the meeting and notice thereof shall be given by such

person or persons not less than twenty (20) nor more than sixty (60) days before

the date on which the meeting is to be held.

 

 

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       SECTION 3.6 Notice of Adjourned Meetings. It shall not be necessary to

give notice of the time and place of any adjourned meeting or of the business to

be transacted thereat other than by announcement at the meeting at which such

adjournment is taken, except that when a meeting is adjourned for thirty (30)

days or more, notice of the adjourned meeting shall be given as in the case of

an original meeting.

 

       SECTION 3.7 Proxies. The appointment of a proxy or proxies for any

meeting of Shareholders entitled to vote shall be made by an instrument in

writing executed by the Shareholder or his duly authorized agent and filed with

such officer of the Trust as the Trustees shall have designated for such purpose

for verification prior to such meeting. No proxy shall be valid after the

expiration of eleven (11) months from the date of its execution. At a meeting of

Shareholders all questions concerning the qualification of voters, the validity

of proxies, and the acceptance or rejection of votes, shall be decided by the

Secretary of the meeting unless inspectors of election are appointed pursuant to

Section 3.10 hereof in which event such inspectors shall pass upon all questions

and shall have all other duties specified in said section.

 

       SECTION 3.8 Consent of Absentees. The transactions of any meeting of

Shareholders, either annual, special or adjourned, however called and noticed,

shall be as valid as though had at a meeting duly held after the regular call

and notice if a quorum is present and if, either before or after the meeting,

each Shareholder entitled to vote, not present in person or by proxy, signs a

written waiver of notice, a consent to the holding of such meeting or an

approval of the minutes thereof. All such waivers, consents or approvals shall

be lodged with the Trust records or made a part of the minutes of the meeting.

 

       SECTION 3.9 Voting Rights. If no date is fixed for the determination of

the Shareholders entitled to vote at any meeting of Shareholders, only persons

in whose names Shares entitled to vote are registered on the share records of

the Trust at the opening of business on the day of any meeting of Shareholders

shall be entitled to vote at such meeting.

 

 

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                                  ARTICLE IV

 

                                    ADVISOR

 

       SECTION 4.1 Term. The Trustees shall not enter into any advisory contract

with the Advisor unless such contract has an initial term of not more than one

year, provides for annual renewal or extension thereafter, provides for

termination thereof by the Trustees without cause at any time upon sixty (60)

days' written notice by the Trustees, by affirmative vote or written consent of

a majority of the Independent Trustees, and provides for termination thereof by

the Advisor without cause at any time after the expiration of a period specified

in such contract (which period shall not be shorter than the original term)

without penalty upon sixty (60) days' written notice by the Advisor. In the

event of the termination of an advisory contract, the terminated Advisor shall

be required to cooperate with the Trust and take all reasonable steps requested

to assist the Trustees in making an orderly transition of the advisory function.

It shall be the duty of the Trustees annually to evaluate the performance of the

Advisor, and the Trustees have a fiduciary duty to the Shareholders to supervise

the relationship of the Trust with the Advisor.

 

       SECTION 4.2 Other Activities of Advisor. The Advisor shall not be

required to administer the Trust as its sole and exclusive function and may have

other business interests and may engage in other activities similar or in

addition to those relating to the Trust, including the rendering of advice or

services of any kind to other investors or any other Persons (including other

REITs) and the management of other investments. The Trustees may request the

Advisor to engage in certain other activities which complement the Trust's

investments, and the Advisor may receive compensation or commissions therefor

from the Trust or other Persons.

 

       Neither the Advisor nor (subject to any applicable provisions of Section

4.8 of the Declaration) any Affiliate of the Advisor shall be obligated to

present any particular investment opportunities to the Trust, even if such

opportunities are of a character such that, if presented to the Trust, they

could be taken by the Trust, and, subject to the foregoing, each of them shall

be protected in taking for its own account or recommending to others any such

particular investment opportunity.

 

 

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       SECTION 4.3 Advisor Compensation. The Trustees, including a majority of

the Independent Trustees, shall at least annually review generally the

performance of the Advisor in order to determine whether the compensation which

the Trust has contracted to pay to the Advisor is reasonable in relation to the

nature and quality of services performed and whether the provisions of the

advisory contract with the Advisor are being carried out. Each such

determination shall be based on such of the following and other factors as the

Trustees (including the Independent Trustees) deem appropriate and shall be

reflected in the minutes of the meetings of the Trustees:

 

           (a) the size of the advisory fee in relation to the

       size, composition and profitability of the portfolio of the

       Trust;

 

           (b) the success of the Advisor in generating

       opportunities that meet the investment objectives of the

       Trust;

 

           (c) the rates charged to other REITs and to investors

       other than REITs by advisors performing similar services;

 

           (d) additional revenues realized by the Advisor and

       its Affiliates through their relationship with the Trust,

       including loan administration, underwriting or brokerage

       commissions and servicing, engineering, inspection and other

       fees, whether paid by the Trust or by others with whom the

       Trust does business;

 

           (e) the quality and extent of service and advice

       furnished by the Advisor;

 

           (f) the performance of the investment portfolio of

       the Trust, including income, conservation or appreciation of

       capital, frequency of problem investments and competence in

       dealing with distress situations; and

 

           (g) the quality of the portfolio of the Trust in

       relationship to any investments generated by the Advisor for

       its own account.

 

       SECTION 4.4 Annual Total Operating Expenses. Each advisory

contract with an Advisor shall provide that the Total Operating Expenses of the

Trust shall not exceed in any fiscal year the lower of:

 

 

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           (a) the greater of (i) two percent (2%) of the

       Average Invested Real Estate Assets for such fiscal year or

       (ii) twenty-five percent (25%) of the Net Income for such

       fiscal year (calculated before the deduction therefrom of such

       Total Operating Expenses); or

 

           (b) the lowest of any applicable operating expense

       limitations that may be imposed by law or regulation in a

       state in which any securities of the Trust are or will be

       qualified for sale or by a national securities exchange on

       which any securities of the Trust are or may be listed, as

       such limitations may be altered from time to time.

 

       The Independent Trustees shall at least annually determine

whether the total fees and expenses of the Trust are reasonable in light of the

investment experience of the Trust, its Net Assets, its Net Income and the fees

and expenses of comparable REITs. Each such determination shall be reflected in

the minutes of meetings of the Trustees.

 

       Within sixty (60) days after the end of any fiscal quarter of

the Trust ending on or after December 31, 1986, for which Total Operating

Expenses (for the twelve months then ended) exceed either of the expense

limitations provided in subparagraphs (a) or (b) of this Section 4.5, the Trust

shall send to the Shareholders a written disclosure of such fact, together with

an explanation of the factors, if any, which the Trustees (including a majority

of the Independent Trustees) have concluded were sufficiently unanticipated,

unusual or nonrecurring to justify such higher Total Operating Expenses.

 

       Each advisory contract with the Advisor shall provide that in

the event that the Total Operating Expenses exceed any of the limitations

provided in this Section 4.5, then the Advisor shall refund to the Trust (which

refund may be accomplished, at the option of the Trust, by a reduction of the

Advisor's compensation) the amount by which the aggregate annual Total Operating

Expenses paid or incurred by the Trust exceed the limitations herein; provided,

however, that with respect to the limitations provided in subparagraphs (a) or

(b) of this Section 4.5, only so much of such excess need be refunded as the

Trustees, including a majority of the Independent Trustees, shall have found to

be unjustified as provided above.

 

 

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                                   ARTICLE V

 

                        INVESTMENT POLICY AND POLICIES

                            WITH RESPECT TO CERTAIN

                         DISTRIBUTIONS TO SHAREHOLDERS

 

       SECTION 5.1 Statement of Policy. It shall be the general objectives of

the Trust (i) to provide current income for distribution to Shareholders through

investments in income-producing, health care-related facilities, (ii) to provide

Shareholders with the opportunity for additional returns through participation

in any increases in the operating revenues of income-producing, health care-

related facilities and (iii) to preserve and protect Shareholders' capital.

These general objectives shall be pursued in a manner consistent with the

investment policies specified in the remainder of this Section 5.1.

 

       While the Trustees are authorized pursuant to the Declaration to invest

the Trust Estate in a wide variety of investments, it shall be the policy of the

Trustees to invest the major portion of the Trust Estate in income-producing

health care-related facilities including, acute care, rehabilitative care, long-

term care and psychiatric and substance abuse recovery facilities, retirement

housing facilities, custodial care facilities, medical care office buildings,

and ancillary support facilities associated with any of the foregoing.

 

       The Trust may make secured or unsecured borrowings to make permitted

additional Real Estate Investments and secured or unsecured borrowings for

normal working capital needs, including the repair and maintenance of properties

in which it has invested, tenant improvements and leasing commissions. The Trust

may make such borrowings from third parties or, subject to approval by a

majority of the Independent Trustees, from Affiliates of the Advisor. Interest

and other financing charges or fees to be paid on loans from such Affiliates

will not exceed the interest and other financing charges or fees which would be

charged by third party financing institutions on comparable loans for the same

purpose in the same geographic area.

 

       To the extent that the Trust Estate has assets not otherwise invested in

accordance with this Section 5.1, subject to Section 8-302 of the Corporations

and Associations Article of the Annotated Code of Maryland, the Trust may invest

in such assets as the Advisor and/or the Trustees shall determine.

 

 

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       It shall be the policy of the Trustees to make investments in such manner

as to comply with the requirements of the Internal Revenue Code with respect to

the composition of the investments and the derivation of the income of a real

estate investment trust as defined in the REIT Provisions of the Internal

Revenue Code; provided, however, that no Trustee, officer, employee or agent of

the Trust shall be liable for any act or omission resulting in the loss of tax

benefits under the Internal Revenue Code, except for that arising from his own

willful misfeasance, bad faith, gross negligence or reckless disregard of duty.

 

       SECTION 5.2 Prohibited Investments and Activities. The Trustees shall not

engage in any of the following investment practices or activities:

 

           (a) investing in any junior mortgage loan unless (i)

       the capital invested in such mortgage loan is adequately

       secured on the basis of the equity of the borrower in the

       property underlying such investment and the ability of the

       borrower to repay the mortgage loan, or (ii) such loan is a

       financing device entered into by the Trust to establish the

       priority of its capital investment over the capital invested

       by others investing with the Trust in a real estate project;

 

           (b) investing in commodities or commodity futures

       contracts, other than interest rate futures, when used solely

       for hedging purposes;

 

           (c) investing in contracts for the purchase of real

       estate, unless such contracts are recordable in the chain of

       title;

 

           (d) issuing Securities that are redeemable at the

       option of the holders thereof;

 

           (e) underwriting or distributing as agent securities

       issued by others;

 

           (f) investing more than ten percent (10%) of the

       Trust's assets in unimproved real property;

 

           (g) engaging in trading, as compared with investment

       activities;

 

           (h) making secured and unsecured borrowings which in

       the aggregate exceed 300% of the Net Assets of the Trust,

       unless approved by a majority of the Independent Trustees and

       disclosed in the next quarterly report of the Trust, along

       with an explanation for such excess;

 

 

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           (i) any activity that would disqualify the Trust as a

       real estate investment trust under the provisions of the Code;

       or

 

           (j) using or applying for farming, agriculture,

       horticulture or similar purposes in violation of Section

       8-302(b) of the Corporations and Associations Article of the

       Annotated Code of Maryland.

 

       SECTION 5.3 Appraisals. If the Trustees shall at any time purchase Real

Property, or interests therein, the consideration paid therefor shall generally

be based upon the fair market value thereof as determined by an appraisal by a

person who is not an Affiliate of the Trust or the Advisor and who is, in the

sole judgment of the Trustees, properly qualified to make such a determination.

 

       SECTION 5.4 Change in Investment Policies. Notwithstanding anything to

the contrary contained herein, the investment policies set out in this Article V

may be changed by a vote of a majority of the Trustees, including a majority of

the Independent Trustees without any shareholder vote.

 

 

                                  ARTICLE VI

 

                                 MISCELLANEOUS

 

       SECTION 6.1 Record Dates and Closing of Transfer Books.

Pursuant to the Declaration, the Trustees may fix record dates for specified

purposes. If a record date is so fixed, only Shareholders of record on the date

so fixed shall be entitled to the rights to which the record date pertains.

 

       SECTION 6.2 Inspection of Bylaws. The Trustees shall keep at

the principal office for the transaction of business of the Trust the original

or a copy of the Bylaws as amended or otherwise altered to date, certified by

the Secretary, which shall be open to inspection by the Shareholders at all

reasonable times during office hours.

 

 

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                                  ARTICLE VII

 

                                  AMENDMENTS

 

       SECTION 7.1 By Trustees. Except for any change for which the Declaration

requires approval by more than a majority vote, these Bylaws may be amended or

repealed or new or additional Bylaws may be adopted by the vote or written

consent of a majority of the Trustees.

 

 

                                 ARTICLE VIII

 

                                  DEFINITIONS

 

         SECTION 8.1 Definitions. All terms defined in the Declaration shall

have the same meaning when used in these Bylaws.

 

 

                                  ARTICLE IX

 

                                  FISCAL YEAR

 

       SECTION 9.1 Fiscal Year. The fiscal year of the Trust shall be the

calendar year.

 

 

 

 

Amendment to Universal Health Realty Income Trust Bylaws

Effective as of September 6, 2013

Section 1.4 of Article I of the Trust’s bylaws is hereby amended in its entirety to read as follows:

“Section 1.4 Number and Term; Election. The number and terms of the Trustees shall be as provided in Section 2.1 of the Declaration. Trustees shall be elected at Annual Meetings of Shareholders as provided in Section 2.1 and Section 3.9 of the Declaration. In Trustee elections each Trustee is elected by the vote of the majority of the votes cast. A majority of the votes cast means that the number of shares voted “for” a Trustee’s election exceeds the number of shares “withheld” from or voted “against” that Trustee. A nominee currently serving as a Trustee not receiving a majority of the votes cast shall tender his or her resignation, promptly following certification of the shareholder vote, for consideration by the Nominating & Corporate Governance Committee. The Nominating & Corporate Governance Committee shall recommend to the Board of Trustees the action to be taken with respect to the resignation. The Trustee who tenders his or her resignation will not participate in the Board of Trustees’ decision regarding the resignation matter. The Board of Trustees will publicly disclose its decision within 90 days of the certification of the election results. A nominee currently serving as a Trustee not receiving a majority of the votes cast in an uncontested election shall continue to serve until (i) the Trustee’s successor is elected and qualifies, or (ii) the Board of Trustees accepts the Trustee’s resignation.”

 

[As Filed: 09-10-2013]