BYLAWS

 

                                       OF

 

                        GLADSTONE COMMERCIAL CORPORATION

 

                            (A MARYLAND CORPORATION)

 

 

                                    ARTICLE I

 

                                     OFFICES

 

      SECTION 1. PRINCIPAL OFFICE. The principal office shall be in the City of

Baltimore, State of Maryland.

 

      SECTION 2. ADDITIONAL OFFICES. The Corporation may also have offices at

such other places both within and without the State of Maryland as the Board of

Directors may from time to time determine or the business of the Corporation may

require.

 

                                   ARTICLE II

 

                            MEETINGS OF STOCKHOLDERS

 

      SECTION 3. PLACE. Unless the Articles of Incorporation provide otherwise,

meetings of stockholders shall be held at the office of the Corporation in the

Commonwealth of Virginia, or at any other place within the United States as

shall be designated from time to time by the Board of Directors and stated in

the notice of meeting or in a duly executed waiver of notice thereof.

 

      SECTION 4. ANNUAL MEETING.

 

            (A) The annual meeting of the stockholders of the Corporation, for

the purpose of election of directors and for such other business as may lawfully

come before it, shall be held on such date and at such time as may be designated

from time to time by the Board of Directors. Nominations of persons for election

to the Board of Directors and the proposal of business to be considered by the

stockholders may be made at an annual meeting of stockholders: (i) pursuant to

the Corporation's notice of meeting of stockholders; or (ii) by or at the

direction of the Board of Directors; or (iii) by any stockholder of the

Corporation who is a stockholder of record at the time of giving of notice

provided for in the following paragraph, who is entitled to vote at such meeting

and who complied with the notice procedures set forth in this Section 4.

 

            (B) At an annual meeting of the stockholders, only such business

shall be conducted as shall have been properly brought before the meeting. For

nominations or other business to be properly brought before an annual meeting by

a stockholder pursuant to clause (iii) of Section 4(a) of these Bylaws, (i) the

stockholder must have given timely notice thereof in writing to the Secretary of

the Corporation, (ii) such other business must be a proper matter for

<PAGE>

stockholder action under law, (iii) if the stockholder, or the beneficial owner

on whose behalf any such proposal or nomination is made, has provided the

Corporation with a Solicitation Notice (as defined in this Section 4(b)), such

stockholder or beneficial owner must, in the case of a proposal, have delivered

a proxy statement and form of proxy to holders of at least the percentage of the

Corporation's voting shares required under applicable law to carry any such

proposal, or, in the case of a nomination or nominations, have delivered a proxy

statement and form of proxy to holders of a percentage of the Corporation's

voting shares reasonably believed by such stockholder or beneficial owner to be

sufficient to elect the nominee or nominees proposed to be nominated by such

stockholder, and must, in either case, have included in such materials the

Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has

been timely provided pursuant to this section, the stockholder or beneficial

owner proposing such business or nomination must not have solicited a number of

proxies sufficient to have required the delivery of such a Solicitation Notice

under this Section 4. To be timely, a stockholder's notice shall be delivered to

the Secretary at the principal executive offices of the Corporation not later

than the close of business on the sixtieth (60th) day nor earlier than the close

of business on the ninetieth (90th) day prior to the first anniversary of the

preceding year's annual meeting; provided, however, that in the event that the

date of the annual meeting is advanced more than thirty (30) days prior to or

delayed by more than thirty (30) days after the anniversary of the preceding

year's annual meeting, notice by the stockholder to be timely must be so

delivered not earlier than the close of business on the ninetieth (90th) day

prior to such annual meeting and not later than the close of business on the

later of the sixtieth (60th) day prior to such annual meeting or the tenth

(10th) day following the day on which public announcement of the date of such

meeting is first made. In no event shall the public announcement of an

adjournment of an annual meeting commence a new time period for the giving of a

stockholder's notice as described above. Such stockholder's notice shall set

forth: (A) as to each person whom the stockholder proposed to nominate for

election or reelection as a director all information relating to such person

that is required to be disclosed in solicitations of proxies for election of

directors in an election contest, or is otherwise required, in each case

pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended

(the "1934 Act") and Rule 14a-11 thereunder (including such person's written

consent to being named in the proxy statement as a nominee and to serving as a

director if elected); (B) as to any other business that the stockholder proposes

to bring before the meeting, a brief description of the business desired to be

brought before the meeting, the reasons for conducting such business at the

meeting and any material interest in such business of such stockholder and the

beneficial owner, if any, on whose behalf the proposal is made; and (C) as to

the stockholder giving the notice and the beneficial owner, if any, on whose

behalf the nomination or proposal is made (i) the name and address of such

stockholder, as they appear on the Corporation's books, and of such beneficial

owner, (ii) the class and number of shares of the Corporation which are owned

beneficially and of record by such stockholder and such beneficial owner, and

(iii) whether either such stockholder or beneficial owner intends to deliver a

proxy statement and form of proxy to holders of, in the case of the proposal, at

least the percentage of the Corporation's voting shares required under

applicable law to carry the proposal or, in the case of a nomination or

nominations, a sufficient number of holders of the Corporation's voting shares

to elect such nominee or nominees (an affirmative statement of such intent, a

"Solicitation Notice").

 

            (C) Notwithstanding anything in the second sentence of Section 4(b)

of these Bylaws to the contrary, in the event that the number of directors to be

elected to the Board of

 

 

                                       2.

<PAGE>

Directors of the Corporation is increased and there is no public announcement

naming all of the nominees for director or specifying the size of the increased

Board of Directors made by the Corporation at least seventy (70) days prior to

the first anniversary of the preceding year's annual meeting, a stockholder's

notice required by this Section 4 shall also be considered timely, but only with

respect to nominees for any new positions created by such increase, if it shall

be delivered to the Secretary at the principal executive offices of the

Corporation not later than the close of business on the tenth (10th) day

following the day on which such public announcement is first made by the

Corporation.

 

            (D) Only such persons who are nominated in accordance with the

procedures set forth in this Section 4 shall be eligible to serve as directors

and only such business shall be conducted at a meeting of stockholders as shall

have been brought before the meeting in accordance with the procedures set forth

in this Section 4. Except as otherwise provided by law, the Chairman of the

meeting shall have the power and duty to determine whether a nomination or any

business proposed to be brought before the meeting was made, or proposed, as the

case may be, in accordance with the procedures set forth in these Bylaws and, if

any proposed nomination or business is not in compliance with these Bylaws, to

declare that such defective proposal or nomination shall not be presented for

stockholder action at the meeting and shall be disregarded.

 

            (E) Notwithstanding the foregoing provisions of this Section 4, in

order to include information with respect to a stockholder proposal in the proxy

statement and form of proxy for a stockholders' meeting, stockholders must

provide notice as required by the regulations promulgated under the 1934 Act.

Nothing in these Bylaws shall be deemed to affect any rights of stockholders to

request inclusion of proposals in the Corporation proxy statement pursuant to

Rule 14a-8 under the 1934 Act.

 

            (F) For purposes of this Section 4, "public announcement" shall mean

disclosure in a press release reported by the Dow Jones News Service, Associated

Press or comparable national news service or in a document publicly filed by the

Corporation with the Securities and Exchange Commission pursuant to Section 13,

14 or 15(d) of the 1934 Act.

 

      SECTION 5. SPECIAL MEETINGS.

 

            (A) Special meetings of the stockholders of the corporation may be

called, for any purpose or purposes, by (i) the Chairman of the Board of

Directors, (ii) the Chief Executive Officer, (iii) President, (iv) the Board of

Directors pursuant to a resolution adopted by a majority of the total number of

authorized directors (whether or not there exist any vacancies in previously

authorized directorships at the time any such resolution is presented to the

Board of Directors for adoption), (v) a majority of the independent directors,

or (vi) stockholders of the Corporation who are stockholders of record at the

time of giving of notice and who hold at least the percentage of the voting

securities of the Corporation required by Section 3-805 of the Maryland General

Corporation Law.

 

            (B) If a special meeting is properly called by any person or persons

other than the Board of Directors, the request shall be in writing, specifying

the general nature of the business proposed to be transacted, and shall be

delivered personally or sent by certified or registered mail, return receipt

requested, to the Chairman of the Board of Directors, the Chief

 

 

                                       3.

<PAGE>

Executive Officer, the President or the Secretary of the Corporation. No

business may be transacted at such special meeting otherwise than specified in

such notice. The Board of Directors shall determine the time and place of such

special meeting, which shall be held not less than thirty-five (35) nor more

than one hundred twenty (120) days after the date of the receipt of the request.

Upon determination of the time and place of the meeting, the officer receiving

the request shall cause notice to be given to the stockholders entitled to vote,

in accordance with the provisions of Section 6 of these Bylaws. Nothing

contained in this paragraph (b) shall be construed as limiting, fixing, or

affecting the time when a meeting of stockholders called by action of the Board

of Directors may be held.

 

            (C) Nominations of persons for election to the Board of Directors

may be made at a special meeting of stockholders at which directors are to be

elected pursuant to the Corporation's notice of meeting (i) by or at the

direction of the Board of Directors or (ii) by any stockholder of the

Corporation who is a stockholder of record at the time of giving notice provided

for in these Bylaws who shall be entitled to vote at the meeting and who

complies with the notice procedures set forth in this Section 5(c). In the event

the Corporation calls a special meeting of stockholders for the purpose of

electing one or more directors to the Board of Directors, any such stockholder

may nominate a person or persons (as the case may be), for election to such

position(s) as specified in the Corporation's notice of meeting, if the

stockholder's notice required by Section 4(b) of these Bylaws shall be delivered

to the Secretary at the principal executive offices of the Corporation not

earlier than the close of business on the ninetieth (90th) day prior to such

special meeting and not later than the close of business on the later of the

sixtieth (60th) day prior to such meeting or the tenth (10th) day following the

day on which public announcement is first made of the date of the special

meeting and of the nominees proposed by the Board of Directors to be elected at

such meeting. In no event shall the public announcement of an adjournment of a

special meeting commence a new time period for the giving of a stockholder's

notice as described above.

 

      SECTION 6. NOTICE. Except as otherwise provided herein or by law, notice,

given in writing or by electronic transmission, of each meeting of stockholders

shall be given not less than ten (10) nor more than ninety (90) days before the

date of the meeting to each stockholder entitled to vote at such meeting, such

notice to specify the place, if any, date and hour, in the case of special

meetings, the purpose or purposes of the meeting, and the means of remote

communications, if any, by which stockholders and proxy holders may be deemed to

be present in person and vote at any such meeting. If mailed, notice is given

when deposited in the United States mail, postage prepaid, directed to the

stockholder at such stockholder's address as it appears on the records of the

Corporation. Notice of the time, place, if any, and purpose of any meeting of

stockholders may be waived in writing, signed by the person entitled to notice

thereof, or by electronic transmission by such person, either before or after

such meeting, and will be waived by any stockholder by his attendance thereat in

person, by remote communication, if applicable, or by proxy, except when the

stockholder attends a meeting for the express purpose of objecting, at the

beginning of the meeting, to the transaction of any business because the meeting

is not lawfully called or convened. Any stockholder so waiving notice of such

meeting shall be bound by the proceedings of any such meeting in all respects as

if due notice thereof had been given.

 

      SECTION 7. PRESIDING OFFICER; STATEMENT OF AFFAIRS; ORDER OF BUSINESS.

 

 

 

                                       4.

<PAGE>

            (A) Meetings of stockholders shall be presided over by the Chairman

of the Board of Directors, if any, or, if he is not present (or, if there is

none), by the Chief Executive Officer, or, if he is not present, by the

President, or, if he is not present, by a Vice President, or, if none are

present, by such person as may have been chosen by the Board of Directors, or if

none of such persons is present, by a chairman to be chosen by the stockholders

owning a majority of the shares of capital stock of the Corporation issued and

outstanding and entitled to vote at the meeting and who are present in person or

represented by proxy. The Secretary of the Corporation, or, if he is not

present, the Assistant Secretary, or, if he is not present, such person as may

be chosen by the Board of Directors, or if none of such persons is present, then

such person as may be chosen by the stockholders owning a majority of the shares

of capital stock of the Corporation issued and outstanding and entitled to vote

at the meeting and who are present in person or represented by proxy shall act

as secretary of the meeting.

 

            (B) The following order of business, unless otherwise ordered at the

meeting, shall be observed as far as practicable and consistent with the

purposes of the meeting:

 

                  (1) Call of the meeting to order.

 

                  (2) Presentation of proof of mailing of the notice of the

meeting and, if the meeting is a special meeting, the call thereof.

 

                  (3) Presentation of proxies.

 

                  (4) Announcement that a quorum is present.

 

                  (5) Reading and approval of the minutes of the previous

meeting.

 

                  (6) Reports, if any, of officers.

 

                  (7) Submission of statement of affairs by the Chief Financial

Officer or Treasurer, if the meeting is an annual meeting.

 

                  (8) Election of directors, if the meeting is an annual meeting

or a meeting called for that purpose.

 

                  (9) Miscellaneous business.

 

                  (10) Adjournment.

 

      SECTION 8. QUORUM; ADJOURNMENTS. At any meeting of stockholders the

presence in person or by proxy of stockholders entitled to cast a majority of

all the votes entitled to be cast at the meeting shall constitute a quorum; but

this section shall not affect any requirement under law or under the Articles of

Incorporation for the vote necessary for the adoption of any measure. If,

however, such quorum shall not be present or represented at any meeting of the

stockholders, the stockholders entitled to vote thereat, present in person or

represented by proxy, shall have power to adjourn the meeting from time to time,

without notice other than announcement at the meeting, until a quorum shall be

present or represented. At such adjourned meeting at which a

 

 

                                       5.

<PAGE>

quorum shall be present or represented, any business may be transacted which

might have been transacted at the meeting as originally notified.

 

      SECTION 9. VOTING.

 

            (A) A majority of the votes cast at a meeting of stockholders, duly

called and at which a quorum is present, shall be sufficient to take or

authorize action upon any matter which may properly come before the meeting,

unless more than a majority of the votes cast is required by law, these Bylaws

or by the Articles of Incorporation.

 

            (B) If two or more classes of stock are entitled to vote separately

on any matter for which the law requires approval by two-thirds of all the votes

entitled to be cast, the matter shall be approved by two-thirds of all the votes

of each class, unless these Bylaws or the Articles of Incorporation provide

otherwise. Notwithstanding the foregoing, a plurality of all the votes cast at a

meeting at which a quorum is present is sufficient to elect a director.

 

            (C) Unless the Articles of Incorporation provide otherwise, each

outstanding share of stock having voting power, regardless of class, shall be

entitled to one vote on each matter submitted to a vote at a meeting of

stockholders; but no share shall be entitled to vote if any installment payable

on it is overdue and unpaid. A stockholder may vote the shares owned of record

by such stockholder either in person or by proxy executed in writing by the

stockholder or by such stockholder's duly authorized attorney-in-fact. No proxy

shall be valid after eleven months from its date, unless otherwise provided in

the proxy. At all meetings of stockholders, unless the voting is conducted by

inspectors, all questions relating to the qualification of voters and the

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

the chairman of the meeting.

 

            (D) At all elections of directors of the Corporation each

stockholder having voting power shall not be entitled to exercise the right of

cumulative voting.

 

      SECTION 10. ACTION WITHOUT MEETING.

 

            (A) Any action required or permitted to be taken at any meeting of

stockholders may be taken without a meeting, if a unanimous written consent

which sets forth the action is signed by each stockholder entitled to vote on

the matter is filed with the records of the of stockholders' meetings.

 

            (B) Unless the Articles of Incorporation requires otherwise, the

holders of any class of stock other than common stock, entitled to vote

generally in the election of directors, may take action or consent to any action

by the written consent of the stockholders entitled to cast not less than the

minimum number of votes that would be necessary to authorize or take the action

at a stockholders' meeting if the Corporation gives notice of the action to each

stockholder not later than ten (10) days after the effective time of the action.

 

            (C) Notwithstanding the foregoing, no such action by written consent

may be taken following the closing of the initial public offering pursuant to an

effective registration statement under the Securities Act of 1933, as amended

(the "1933 Act"), covering the offer and sale of Common Stock of the Corporation

to the public (the "Initial Public Offering").

 

 

 

                                       6.

<PAGE>

      SECTION 11. TELEPHONE MEETINGS. Stockholders may participate in a meeting

by means of a conference call or similar communications equipment by means of

which all persons participating can hear each other at the same time, and

participation in the meeting by such means shall conclusively be deemed to

constitute presence in person at such meeting.

 

                                   ARTICLE III

 

                                    DIRECTORS

 

      SECTION 12. POWERS. The business and affairs of the Corporation shall be

managed by its Board of Directors, which may exercise all of the powers of the

Corporation, except such as are by law or by the Articles of Incorporation or by

these Bylaws conferred upon or reserved to the stockholders. Each director,

including each independent director, may engage in other business activities of

the type conducted by the Corporation and are not required to present to the

Corporation any investment opportunities presented to them even though the

investment opportunities may be within the Corporation's investment policies.

 

      SECTION 13. NUMBER AND TERM.

 

            (A) The number of directors of the Corporation shall initially be

three (3) until increased or decreased pursuant to the following provisions, but

shall never be greater than nine (9) or fewer than one (1). Following the

closing of the Initial Public Offering, the composition of the board of

directors must satisfy the independence standards of the Nasdaq Stock Market (or

such other securities market on which the Corporation's securities are listed

for trading) and the applicable rules and regulations of the Securities and

Exchange Commission ("SEC"). A majority of the entire Board of Directors may, at

any time and from time to time, increase or decrease the number of directors of

the Corporation as set forth in the Articles of Incorporation or these Bylaws;

provided, however, that the number of directors shall not be increased by fifty

percent (50%) or more in any twelve (12) month period without the approval of

two-thirds (2/3rds) of the members of the Board of Directors then in office. The

tenure of office of a director shall not be affected by any decrease in the

number of directors so made by the Board of Directors. The directors shall be

elected by a majority of all the votes cast at the annual meeting of the

stockholders, except as provided in Section 15 of these Bylaws.

 

            (B) Following the closing of the Initial Public Offering, the

Corporation shall be subject to the provisions set forth in Title 3, Subtitle 8

of the Maryland General Corporation Law. Subject to the rights of the holders of

any series of Preferred Stock to elect additional directors under specified

circumstances, following the closing of the Initial Public Offering, the

directors shall be divided into three classes to be designated Class I, Class II

and Class III, respectively. The initial Class I directors shall hold office for

a term expiring at the annual meeting of the stockholders held in the first year

following the closing of the Initial Public Offering. The initial Class II

directors shall hold office for a term expiring at the annual meeting of the

stockholders held in the second year following the closing of the Initial Public

Offering. The initial Class III directors shall hold office for a term expiring

at the annual meeting of the stockholders held in the third year following the

closing of the Initial Public Offering.

 

 

 

                                       7.

<PAGE>

            (C) At each annual meeting of the stockholders commencing with the

first annual meeting after the closing of the Initial Public Offering, the

successor or successors of the class of directors whose term expires at that

meeting (other than directors elected by the holders of any series of Preferred

Stock) shall hold office for a term expiring at the annual meeting of the

stockholders held in the third year following the year of their election. The

directors elected to each class (other than directors elected by any series of

Preferred Stock) shall hold office until their successors are duly elected and

qualify or until their earlier resignation or removal. Directors need not be

stockholders.

 

      SECTION 14. MATTERS FOR WHICH ACTION OF THE ENTIRE BOARD IS REQUIRED.

Notwithstanding anything to the contrary in these Bylaws, the following actions

shall require the approval by the affirmative vote of a majority of the entire

Board of Directors:

 

            (A) appointing any director to a committee of the Board of Directors

pursuant to Article IV of these Bylaws;

 

            (B) appointing any employee, officer, or director of the

Corporation, or any person who is to become an employee, officer, or director of

the Corporation, to serve as an officer above the level of principal; and

 

            (C) altering, amending or repealing these Bylaws or adopting new

bylaws.

 

      SECTION 15. VACANCY. Any vacancy occurring in the Board of Directors for

any reason, including by reason of an increase in the number of directors, may

be filled by a majority of the remaining members of the Board of Directors,

although such majority is less than a quorum. Notwithstanding the foregoing, if

the stockholders of any class or series are entitled separately to elect one or

more directors, a majority of the remaining directors elected by that class or

series or the sole remaining director elected by that class or series may fill

any vacancy among the number of directors elected by that class or series. A

director elected by the Board of Directors to fill a vacancy shall be elected to

hold office for the remainder of the full term of the class of directors in

which the vacancy occurred and until his successor is elected and qualifies.

 

      SECTION 16. REMOVAL AND RESIGNATION.

 

            (A) Subject to the rights of any series of Preferred Stock to elect

or to remove additional directors under specified circumstances, unless

otherwise provided by law or the Articles of Incorporation, at any meeting of

stockholders, duly called and at which a quorum is present, the stockholders

may, by the affirmative vote of the holders of sixty-six and two-thirds percent

(66 2/3%) of the votes generally entitled to be cast thereon, remove any

director or directors from office for cause. The stockholders may not remove a

director without cause.

 

            (B) Any director may resign at any time by giving written notice to

the Board of Directors, the Chairman of the Board of Directors, the Chief

Executive Officer, the President or the Secretary of the Corporation. Unless

otherwise specified in the written notice, the resignation shall take effect

upon delivery thereof to the Board of Directors or designated officer. It shall

not be necessary for a resignation to be accepted before it becomes effective.

 

 

 

                                       8.

<PAGE>

      SECTION 17. PLACE OF MEETINGS. Meetings of the Board of Directors, regular

or special, may be held at any place within or without of the State of Maryland

as the Board of Directors may from time to time determine.

 

      SECTION 18. ANNUAL MEETING. The annual meeting of the Board of Directors

shall be held immediately following the annual stockholders meeting, and no

notice of such meeting shall be necessary to the directors in order legally to

constitute the meeting, provided a quorum shall be present.

 

      SECTION 19. REGULAR MEETINGS. Regular meetings of the Board of Directors

may be held without notice at such time and place as shall from time to time be

determined by the Board of Directors.

 

      SECTION 20. SPECIAL MEETINGS. Special meetings of the Board of Directors

may be called at any time by the Board of Directors or the Executive Committee,

if one be constituted, by vote at a meeting, or by the Chairman of the Board of

Directors, the Chief Executive Officer, the President or by a majority of the

directors or a majority of the members of the Executive Committee in writing

with or without a meeting. Special meetings may be held at such place or places

within or without Maryland as may be designated from time to time by the Board

of Directors; in the absence of such designation such meetings shall be held at

such places as may be designated in the notice of the meeting.

 

      SECTION 21. NOTICE. Notice of the place and time of every special meeting

of the Board of Directors shall be served on each director or sent to him by

mail, or by leaving the same at his residence or usual place of business or by

telecopy, facsimile transmission, electronic mail or any other electronic means

at least twenty-four (24) hours before the date of the meeting. A waiver of

notice in writing, signed by a director entitled to such notice and filed with

the records of the meeting, whether before or after the holding thereof, or

actual attendance at the meeting, shall be deemed equivalent to the giving of

such notice to such director.

 

      SECTION 22. QUORUM; ADJOURNMENTS. At all meetings of the Board of

Directors, a majority of the entire Board of Directors shall constitute a quorum

for the transaction of business and the action of a majority of the directors

present at any meeting at which a quorum is present shall be the action of the

Board of Directors unless the concurrence of a greater proportion is required

for such action by statute, the Articles of Incorporation or these Bylaws. If a

quorum shall not be present at any meeting of directors, the directors present

thereat may by a majority vote adjourn the meeting from time to time, without

notice other than announcement at the meeting, until a quorum shall be present.

 

      SECTION 23. TELEPHONE MEETINGS. Members of the Board of Directors or any

committee thereof may participate in a meeting by means of a conference call or

similar communications equipment by means of which all directors participating

can hear each other at the same time, and participation in the meeting by such

means shall conclusively be deemed to constitute presence in person at such

meeting.

 

      SECTION 24. ACTION WITHOUT MEETING. Any action required or permitted to be

taken at any meeting of the Board of Directors or of any committee thereof may

be taken without a

 

 

                                       9.

<PAGE>

meeting, if a written consent to such action is signed by all members of the

Board of Directors or of such committee, as the case may be, and such written

consent is filed with the minutes of proceedings of the Board of Directors or

committee.

 

      SECTION 25. COMPENSATION OF DIRECTORS. Directors, as such, shall not

receive any stated salary for their services but, by resolution of the Board of

Directors, non-employee directors may be entitled to receive (a) an annual fee,

(b) a fixed cash sum, (c) a stock or stock option grant, or (d) a combination of

the above, along with the reimbursement of expenses of attendance, if any, for

attendance at each regular or special meeting of the Board of Directors, or of

any committee thereof, but nothing herein contained shall be construed to

preclude any director from serving the Corporation in any other capacity and

receiving compensation therefor.

 

      SECTION 26. ADDITIONAL DUTIES OF THE DIRECTORS. Subject to the provisions

of the Articles of Incorporation, the Board of Directors may from time to time

adopt, amend, revise, or terminate any policy or policies with respect to

investments by the Corporation as they shall deem appropriate in their sole

discretion.

 

      SECTION 27. DELEGATION OF AUTHORITY. Subject to the responsibility of the

Board of Directors to supervise the management of the Corporation, the Board of

Directors may assign administrative power, and may delegate to the Adviser (as

defined in Section 59 of these Bylaws) certain responsibilities with respect to

the making of investments on behalf of the Corporation.

 

                                   ARTICLE IV

 

                                   COMMITTEES.

 

      SECTION 28. EXECUTIVE COMMITTEE. The Board of Directors may appoint an

Executive Committee consisting of not fewer than three members, one of whom

shall be the Chairman of the Board of Directors, and one of whom shall be

designated as Chairman of the Executive Committee. Following the closing of the

Initial Public Offering, the composition of the Executive Committee shall be

consistent with the independence requirements for the full Board of Directors as

defined by the listing standards of the Nasdaq Stock Market (or such other

securities market on which the Corporation's securities are then listed for

trading) and applicable SEC rules and regulations. The Executive Committee shall

have and may exercise those rights, powers and authority of the Board of

Directors as may from time to time be granted to it by the Board of Directors

subject to any limitations imposed by law and may authorize the seal of the

Corporation to be affixed to all papers which may require the same.

 

      SECTION 29. ETHICS, NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. The

Board of Directors shall appoint an Ethics, Nominating and Corporate Governance

Committee consisting of not fewer than two members, one of whom shall be

designated as Chairman of the Ethics, Nominating and Corporate Governance

Committee. Following the closing of the Initial Public Offering, each of the

members of the Ethics, Nominating and Corporate Governance Committee shall be

independent as defined by the listing standards of the Nasdaq Stock Market and

applicable SEC rules and regulations. The Ethics, Nominating and Corporate

Governance Committee shall have and may exercise those rights, powers and

authority of the Board of Directors as may from time to time be granted

 

 

                                      10.

<PAGE>

to it by the Board of Directors; provided, however, that in addition to any such

rights, powers or authority, the Ethics, Nominating and Corporate Governance

Committee shall have the exclusive right to (1) recommend candidates for

election as directors to the Board of Directors, and (2) administer the

Corporation's code of ethics.

 

      SECTION 30. COMPENSATION COMMITTEE. The Board of Directors may appoint

from its membership a Compensation Committee consisting of not fewer than two

members, one of whom shall be designated as Chairman of the Compensation

Committee. Following the closing of the Initial Public Offering, each of the

members of the Compensation Committee shall be independent as defined by the

listing standards of the Nasdaq Stock Market (or such other securities market on

which the Corporation's securities are then listed for trading) and applicable

SEC rules and regulations. The Compensation Committee shall (1) determine the

compensation of the executive officers of the Corporation, (2) negotiate the

advisory agreement with the Corporation's Adviser, and (3) administer the

Corporation's equity incentive plans. The Compensation Committee shall also have

and may exercise those rights, powers and authority of the Board of Directors as

may from time to time be granted to it by the Board of Directors.

 

      SECTION 31. AUDIT COMMITTEE. The Board of Directors may appoint from its

membership an Audit Committee consisting of not fewer than three members, each

of whom shall be independent directors within the meaning of Section 10A (m) of

the 1934 Act, or any successor provision, applicable listing standards of the

Nasdaq Stock Market (or such other securities market on which the Corporation's

securities are then listed for trading) and applicable SEC rules and

regulations. Each member of the Audit Committee shall also be free from any

relationship that, in the opinion of the Board of Directors, would interfere

with his or her exercise of independent judgment as a committee member. One

member shall be designated as Chairman of the Audit Committee. All members of

the Audit Committee shall have a working familiarity with basic finance and

accounting practices, and at least one member of the Audit Committee shall have

accounting or related financial management expertise. The Board of Directors

shall adopt a formal written charter for the Audit Committee that specifies,

among other things, the following: (1) the scope of the Audit Committee's

responsibilities and the means by which the Audit Committee carries out these

responsibilities; (2) the outside auditor's accountability to the Board of

Directors and the Audit Committee and the Audit Committee's ultimate authority

to select, evaluate and, where appropriate, replace the outside auditor; and (3)

the Audit Committee's responsibility to oversee the independence of the outside

auditor through the receipt of a formal written statement delineating all

relationships between the auditor and the Corporation and active dialogue with

the auditors.

 

      SECTION 32. OTHER COMMITTEES. The Board of Directors, by resolutions

adopted by a majority of the entire Board of Directors, may appoint such other

committee or committees, as it shall deem advisable and impose upon such

committee or committees such functions and duties, and grant such rights, powers

and authority, as the Board of Directors shall prescribe (except the power to

declare dividends or distributions on stock, to issue stock except to the extent

permitted by law, to recommend to stockholders any action requiring

stockholders' approval, to amend these Bylaws or to approve any merger or share

exchange which does not require stockholders' approval).

 

 

 

                                      11.

<PAGE>

      SECTION 33. PROCEDURE; NOTICE; MEETINGS. Each committee shall fix its own

rules of procedure and shall meet at such times and at such place or places as

may be provided by such rules or as the members of such committee shall provide.

Committee meetings may be called by the Chairman of the Board of Directors, the

Chief Executive Officer, the President, the chairman of the committee, if any,

or any two or more committee members on at least twenty-four (24) hours notice,

if such notice is mailed, delivered personally or sent by messenger, telecopy,

facsimile transmission, electronic mail or any other electronic means. A waiver

of notice in writing, signed by the committee member entitled to such notice and

filed with the records of the meeting whether before or after the holding

thereof, or actual attendance at the committee meeting, shall be deemed

equivalent to the giving of such notice to such committee member. Each committee

shall keep regular minutes of its meetings and deliver such minutes to the Board

of Directors. The chairman of each committee, or, in his or her absence, a

member of such committee chosen by a majority of the members of such committee

present, shall preside at the meetings of such committee, and another member

thereof, or any other person, chosen by such committee shall act as secretary of

such committee, or in the capacity of secretary for purposes of such meeting.

 

      SECTION 34. QUORUM; VOTE. With respect to each committee, a majority of

its members shall constitute a quorum for the transaction of business, and the

affirmative vote of a majority of the members thereof shall be required for any

action of such committee.

 

      SECTION 35. APPOINTMENTS; VACANCIES; CHANGES; DISCHARGES. The Board of

Directors shall have the exclusive power at any time, through the approval by

the affirmative vote of a majority of the entire Board of Directors, to appoint

directors to, fill vacancies in, change the membership of, or discharge any

committee.

 

      SECTION 36. TENURE. Each member of a committee shall continue as a member

thereof until the expiration of his or her term as a director, or his or her

earlier resignation as a member of such committee or as a director, unless

sooner removed as a member of such committee by a vote of a majority of the

entire Board of Directors or as a director in accordance with these Bylaws.

 

      SECTION 37. COMPENSATION. Members of any committee shall be entitled to

such compensation for their services as members of any such committee and to

such reimbursement for any reasonable expenses incurred in attending committee

meetings as may from time to time be fixed by the Board of Directors. The

compensation (if any) of members of any committee may be on such basis as is

determined by the Board of Directors. Any member may waive compensation for any

meeting. Any committee member receiving compensation under these provisions

shall not be barred from serving the Corporation in any other capacity and from

receiving compensation and reimbursement of reasonable expenses for such other

services.

 

      SECTION 38. ACTION BY CONSENT. Any action required or permitted to be

taken at any meeting of any committee of the Board of Directors may be taken

without a meeting if a written consent to such action is signed by all members

of the committee and such written consent is filed with the minutes of its

proceedings.

 

 

 

                                      12.

<PAGE>

      SECTION 39. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS. The members

of any committee which is designated by the Board of Directors may participate

in a meeting of such committee by means of a conference telephone or similar

communications equipment by means of which all members participating in the

meeting can hear each other at the same time, and participation by such means

shall be conclusively deemed to constitute presence in person at such meeting.

 

                                    ARTICLE V

 

                                    OFFICERS

 

      SECTION 40. DESIGNATIONS. The officers of the Corporation shall be chosen

by the Board of Directors and shall be a Chief Executive Officer, a President, a

Secretary, a Chief Financial Officer and a Treasurer. The Board of Directors may

also choose a Chairman of the Board of Directors, a Chief Operating Officer, a

Chief Investment Officer, one or more Vice Presidents, one or more Principals,

one or more Assistant Secretaries and Assistant Treasurers and any other

officers deemed necessary or appropriate by the Board of Directors. Two or more

offices, except those of President and Vice President, may be held by the same

person but no officer shall execute, acknowledge or verify any instrument in

more than one capacity, if such instrument is required by law, the Articles of

Incorporation or these Bylaws to be executed, acknowledged or verified by two or

more officers.

 

      SECTION 41. TERM OF OFFICE; REMOVAL; RESIGNATION. At its annual meeting,

the Board of Directors shall elect a Chief Executive Officer, a President, a

Secretary, a Chief Financial Officer and a Treasurer. The Board of Directors may

appoint such other officers and agents as it shall deem necessary, who shall

hold their offices for such terms and shall exercise such powers and perform

such duties as shall be determined from time to time by the Board of Directors.

The officers of the Corporation shall serve for one year and until their

successors are chosen and qualify. Any officer or agent may be removed by the

Board of Directors whenever, in its judgment, the best interests of the

Corporation will be served thereby, but such removal shall be without prejudice

to the contractual rights, if any, of the person so removed. If the office of

any officer becomes vacant for any reason, the vacancy shall be filled by the

Board of Directors. Any officer may resign at any time by giving notice in

writing or by electronic transmission to the Board of Directors, the Chief

Executive Officer, the President or the Secretary. Any such resignation shall be

effective when received by the person or persons such notice is given, unless a

later time is specified therein, in which event the resignation shall become

effective at such later time. Unless otherwise specified in such notice, the

acceptance of any such resignation shall not be necessary to make it effective.

Any resignation shall be without prejudice to the rights if any, of the

Corporation under any contract with the resigning officer.

 

      SECTION 42. COMPENSATION. The salaries of all officers and agents of the

Corporation shall be fixed by the Board of Directors.

 

      SECTION 43. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board

of Directors, when present, shall preside at all meetings of the stockholders

and the Board of Directors. The Chairman of the Board of Directors shall perform

other duties commonly

 

 

                                      13.

<PAGE>

incident to the office and shall also perform such other duties and have such

other powers, as the Board of Directors shall designate from time to time.

Unless otherwise determined by the Board of Directors, the Chairman shall also

serve as the Chief Executive Officer and have the powers and duties set forth in

Section 44.

 

      SECTION 44. THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall

be the chief executive officer of the Corporation and shall perform all duties

incident to the office of Chief Executive Officer and such other duties as from

time to time may be assigned to him by the Board of Directors. He shall be

involved in the general management of the business of the Corporation, and shall

see that all orders and resolutions of the Board of Directors are carried into

effect. He shall have authority over the operations of the Corporation and its

divisions, if any, subject only to the ultimate authority of the Board of

Directors. He shall execute in the corporate name all authorized deeds,

mortgages, bonds, contracts or other instruments requiring a seal, under the

seal of the Corporation, except in cases in which the signing or execution

thereof shall be expressly delegated by the Board of Directors to some other

officer or agent of the Corporation.

 

      SECTION 45. THE PRESIDENT. The President shall be primarily responsible

for the implementation of policies of the Board of Directors. In addition, in

the absence or disability of the Chief Executive Officer, the President shall

maintain the duties of the Chief Executive Officer. He shall have authority over

the operations of the Corporation and its divisions, if any, subject only to the

ultimate authority of the Chief Executive Officer and the Board of Directors. He

may sign and execute in the name of the Corporation certificates, deeds,

mortgages, bonds, contracts or other instruments except in cases where the

signing and the execution thereof shall be expressly delegated by the Board of

Directors or by these Bylaws to some other officer or agent of the Corporation

or shall be required by law otherwise to be signed or executed. In addition, he

shall perform all duties incident to the office of the President and such other

duties as from time to time may be assigned to him by the Board of Directors.

 

      SECTION 46. THE CHIEF OPERATING OFFICER. The Chief Operating Officer, if

any, under the direction of the President, shall have general management

authority and responsibility for the day-to-day implementation of the policies

of the Corporation. In the absence or disability of the Chief Executive Officer

and President, the Chief Operating Officer shall perform the duties and exercise

the powers of the Chief Executive Officer and President, and shall perform such

other duties and have such other powers as the Board of Directors may from time

to time prescribe. He may sign and execute in the name of the Corporation

certificates, deeds, mortgages, bonds, contracts or other instruments except in

cases where the signing and the execution thereof shall be expressly delegated

by the Board of Directors or by these Bylaws to some other officer or agent of

the Corporation or shall be required by law otherwise to be signed or executed.

In addition, he shall perform all duties incident to the office of Chief

Operating Officer and such other duties as from time to time may be assigned to

him by the Board of Directors.

 

      SECTION 47. THE CHIEF INVESTMENT OFFICER. The Chief Investment Officer, if

any, under the direction of the President, shall implement investment activities

consistent with the policies of the Corporation. In the absence or disability of

the Chief Executive Officer, President and Chief Operating Officer, the Chief

Investment Officer shall perform the duties and exercise the powers of the Chief

Executive Officer, President and Chief Operating Officer, and shall

 

 

                                      14.

<PAGE>

perform such other duties and have such other powers as the Board of Directors

may from time to time prescribe.

 

      SECTION 48. VICE PRESIDENTS AND PRINCIPALS. The Vice President or

Principal, if any, or if there shall be more than one, the Vice Presidents and

Principals, in the order determined by the Board of Directors, shall, in the

absence or disability of the Chief Executive Officer, President, Chief Operating

Officer, and Chief Investment Officer, perform the duties and exercise the

powers of the Chief Executive Officer, President, Chief Operating Officer, and

Chief Investment Officer, and shall perform such other duties and have such

other powers as the Board of Directors may from time to time prescribe.

 

      SECTION 49. THE SECRETARY AND ASSISTANT SECRETARIES.

 

            (A) The Secretary shall attend all meetings of the Board of

Directors and all meetings of the stockholders and record all the proceedings of

the meetings of the Corporation and of the Board of Directors in a book to be

kept for that purpose and shall perform like duties for the standing committees

when required. He shall give, or cause to be given, notice of all meetings of

the stockholders and special meetings of the Board of Directors, and shall

perform such other duties as may be prescribed by the Board of Directors, the

Chief Executive Officer or President, under whose supervision he shall be. He

shall keep in safe custody the seal of the Corporation and, when authorized by

the Board of Directors, affix the same to any instrument requiring it and, when

so affixed, it shall be attested by his signature or by the signature of an

Assistant Secretary.

 

            (B) The Assistant Secretary, if any, or if there be more than one,

the Assistant Secretaries in the order determined by the Board of Directors,

shall, in the absence or disability of the Secretary, perform the duties and

exercise the powers of the Secretary and shall perform such other duties and

have such other powers as the Board of Directors may from time to time

prescribe.

 

      SECTION 50. THE CHIEF FINANCIAL OFFICER, TREASURER AND ASSISTANT

TREASURERS.

 

            (A) The Chief Financial Officer and the Treasurer shall have the

custody of the corporate funds and securities and shall keep full and accurate

accounts of receipts and disbursements in books belonging to the Corporation and

shall deposit all moneys and other valuable effects in the name and to the

credit of the Corporation in such depositories as may be designated by the Board

of Directors. The Chief Financial Officer and Treasurer may be the same person.

 

            (B) The Chief Financial Officer or the Treasurer shall disburse the

funds of the Corporation as may be ordered by the Board of Directors, taking

proper vouchers for such disbursements, and shall render to the Chief Executive

Officer, the President and the Board of Directors, at its regular meetings, or

when the Board of Directors so requires an account of transactions and of the

financial condition of the Corporation.

 

            (C) If required by the Board of Directors, the Chief Financial

Officer or the Treasurer shall give the Corporation a bond in such sum and with

such surety or sureties as shall be satisfactory to the Board of Directors for

the faithful performance of the duties of his office

 

 

                                      15.

<PAGE>

and for the restoration to the Corporation, in case of his death, resignation,

retirement or removal from office, of all books, papers, vouchers, money and

other property of whatever kind in his possession or under his control belonging

to the Corporation.

 

            (D) The Assistant Treasurer, if any, or if there shall be more than

one, the Assistant Treasurers in the order determined by the Board of Directors,

shall, in the absence or disability of the Treasurer, perform the duties and

exercise the powers of the Treasurer and shall perform such other duties and

have such other powers as the Board of Directors may from time to time

prescribe.

 

                                   ARTICLE VI

 

          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND

                                    ADVISERS

 

      SECTION 51. PROCEDURE. Any indemnification, or payment of expenses in

advance of the final disposition of any proceeding, shall be made promptly, and

in any event within 60 days, upon the written request of the director, officer,

employee or other agent entitled to seek indemnification (the "INDEMNIFIED

PARTY"). The right to indemnification and advances hereunder shall be

enforceable by the Indemnified Party in any court of competent jurisdiction, if

(i) the Corporation denies such request, in whole or in part, or (ii) no

disposition thereof is made within 60 days. The Indemnified Party's costs and

expenses incurred in connection with successfully establishing his or her right

to indemnification, in whole or in part, in any such action shall also be

reimbursed by the Corporation. It shall be a defense to any action for advance

for expenses that (a) a determination has been made that the facts then known to

those making the determination would preclude indemnification or (b) the

Corporation has not received both (i) an undertaking as required by law to repay

such advances in the event it shall ultimately be determined that the standard

of conduct has not been met and (ii) a written affirmation by the Indemnified

Party of such Indemnified Party's good faith belief that the standard of conduct

necessary for indemnification by the Corporation has been met.

 

      SECTION 52. EXCLUSIVITY, ETC. The indemnification and advance of expenses

provided by the Articles of Incorporation and these Bylaws shall not be deemed

exclusive of any other rights to which a person seeking indemnification or

advance of expenses may be entitled under law (common or statutory), or any

agreement, vote of stockholders or disinterested directors, or other provision

that is consistent with law, both as to action in his or her official capacity

and as to action in another capacity while holding office or while employed by

or acting as agent for the Corporation, shall continue in respect of all events

occurring while a person was a director, officer, employee or other agent after

such person has ceased to be a director, officer, employee or other agent, and

shall inure to the benefit of the estate, heirs, executors, and administrators

of such person. The Corporation shall not be liable for any payment under this

Bylaw in connection with a claim made by any director, officer, employee or

other agent to the extent such person has otherwise actually received payment

under insurance policy, agreement, vote or otherwise, of the amounts otherwise

indemnifiable hereunder. All rights to indemnification and advance of expenses

under the Articles of Incorporation of the Corporation and hereunder shall be

deemed to be a contract between the Corporation and each Indemnified Party who

serves or served in the capacity of director, officer, employee or other agent

at any time while this Bylaw

 

 

                                      16.

<PAGE>

is in effect. Nothing herein shall prevent the amendment of this Bylaw, provided

that no such amendment shall diminish the rights of any person hereunder with

respect to events occurring or claims made before its adoption or as to claims

made after its adoption in respect of events occurring before its adoption. Any

repeal or modification of this Bylaw shall not in any way diminish any rights to

indemnification or advance of expenses of such Indemnified Party or the

obligations of the Corporation arising hereunder with respect to events

occurring, or claims made, while this Bylaw or any provision hereof is in force.

 

                                   ARTICLE VII

 

                              CERTIFICATES OF STOCK

 

      SECTION 53. FORM OF SIGNATURES; STATEMENTS.

 

            (A) Except as provided in Section 53(b), shares of the Corporation's

capital stock shall be issued without certificates. At the time of issuance or

transfer of such uncertificated shares, the Corporation shall send the

stockholder a written statement identifying: (1) the Corporation as the issuer

of the stock; (2) the name of the stockholder or other person to whom it is

issued; and (3) the class of stock and the number of shares represented by such

statement. If the Corporation has authority at the time of such issuance or

transfer to issue stock of more than one class, the written statement shall also

include a full statement or summary of: (1) the designations and any

preferences, conversion and other rights, voting powers, restrictions,

limitations as to dividends, qualifications, and terms and conditions of

redemption of the stock of each class which the Corporation is authorized to

issue; and (2) if the Corporation is authorized at the time of such issuance or

transfer to issue any preferred or special class in series, (i) the differences

in the relative rights and preferences between the shares of each series to the

extent they have been set, and (ii) the authority of the Board of Directors to

set the relative rights and preferences of subsequent series. Notwithstanding

the immediately preceding sentence, the written statement may, in lieu of

including the information referred to therein, state that the Corporation will

furnish a full statement of such information to any stockholder on request and

without charge. If the Corporation imposes a restriction on transferability of

such uncertificated shares, the written statement shall also: (1) contain a full

statement of the restriction; or (2) state that the Corporation will furnish

information about the restriction to the stockholder on request and without

charge.

 

            (B) Notwithstanding Section 53(a), every stockholder in the

Corporation shall, upon request duly made to the Corporation or any transfer

agent of the Corporation, be entitled to have a certificate, signed by the

President, a Vice President or Chairman of the Board of Directors and

countersigned by the Secretary, Assistant Secretary, Treasurer or Assistant

Treasurer or other such officers as provided in Section 2-212 of the Maryland

General Corporation Law, exhibiting the number and class (and series, if any) of

shares owned by him, her or it, and bearing the seal of the Corporation. Such

signatures and seal may be facsimile transmission. In case any officer who has

signed, or whose facsimile signature was placed on, a certificate shall have

ceased to be such officer before such certificate is issued, it may nevertheless

be issued by the Corporation with the same effect as if he or she were such

officer at the date of its issue.

 

 

 

                                      17.

<PAGE>

            (C) Every certificate representing stock issued by the Corporation,

if it is authorized to issue stock of more than one class, shall set forth upon

the face or back of the certificate, a full statement or summary of the

designations and any preferences, conversion and other rights, voting powers,

restrictions, limitations as to dividends, qualifications, and terms and

conditions of redemptions of the stock of each class which the Corporation is

authorized to issue and, if the Corporation is authorized to issue any preferred

or special class of stock in series, the differences in the relative rights and

preferences between the shares of each series to the extent they have been set

and the authority of the Board of Directors to set the relative rights and

preferences of subsequent series. In lieu of such full statement or summary,

there may be set forth upon the face or back of each certificate a statement

that the Corporation will furnish to the stockholder, upon request and without

charge, a full statement of such information.

 

      SECTION 54. REGISTRATION OF TRANSFER. Upon surrender to the Corporation or

any transfer agent of the Corporation of a certificate for shares duly endorsed

or accompanied by proper evidence of succession, assignment or authority to

transfer, or upon presentation to the Corporation or any transfer agent of the

Corporation of an instruction with a request to register transfer of

uncertificated shares, it shall be the duty of the Corporation or its transfer

agent, if it is satisfied that all terms and conditions of the Articles of

Incorporation, of the Bylaws and of applicable law regarding the transfer of

shares have been fulfilled, to record the transaction upon its books, to issue a

new certificate to the person entitled thereto upon request for such

certificate, and to cancel the old certificate, if any.

 

      SECTION 55. REGISTERED STOCKHOLDERS.

 

            (A) Except as otherwise provided by law, the Corporation shall be

entitled to recognize the exclusive right of a person who is registered on its

books as the owner of shares of its capital stock to receive dividends or other

distributions, to vote as such owner, and to hold liable for calls and

assessments a person who is registered on its books as the owner of shares of

its capital stock. The Corporation shall not be bound to recognize any equitable

or legal claim to or interest in such shares on the part of any other person

except that the Board of Directors may adopt by resolution a procedure by which

a stockholder may certify in writing to the Corporation that any shares of its

capital stock registered in the name of such stockholder are held for the

account of a specified person other than such stockholder are held for the

account of a specified person other than such stockholder.

 

            (B) If a stockholder desires that notices and/or dividends shall be

sent to a name or address other than the name or address appearing on the stock

ledger maintained by the Corporation (or by the transfer agent or registrar, if

any), such stockholder shall have the duty to notify the Corporation (or the

transfer agent or registrar, if any), in writing, of such desire. Such written

notice shall specify the alternate name or address to be used.

 

      SECTION 56. LOCATION OF STOCK LEDGER. A copy of the Corporation's stock

ledger containing (i) the name and address of each stockholder, and (ii) the

number and shares of stock of each class which the stockholder holds shall be

maintained at the Corporation's office located at its headquarters. Such stock

ledger may be in written form or any other form capable of being converted into

written form within a reasonable time for visual inspection.

 

 

 

                                      18.

<PAGE>

      SECTION 57. RECORD DATE. In order that the Corporation may determine the

stockholders of record who are entitled to notice of or to vote at any meeting

of stockholders or any adjournment thereof, or entitled to receive payment of

any dividend or the allotment of any rights, or to make a determination with

respect to stockholders of record for any other proper purpose, the Board of

Directors may, in advance, fix a date as the record date for any such

determination or meeting. Such date shall not be more than 90 nor less than 10

days before the date of any such meeting, nor more than 90 days prior to the

date any other determination is made with respect to stockholders. A

determination of stockholders of record entitled to notice of or to vote at a

meeting of stockholders shall apply to any adjournment of the meeting taken

pursuant to Section 8 of these Bylaws; provided, however, that the Board of

Directors may fix a new record date for the adjourned meeting.

 

      SECTION 58. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors

may direct that a new certificate be issued in place of any certificate

theretofore issued by the Corporation which is claimed to have been lost, stolen

or destroyed, upon the making of an affidavit of that fact by the person

claiming the certificate to be lost, stolen or destroyed. When authorizing such

issuance of a new certificate, the Board of Directors may, in its discretion and

as a condition precedent to the issuance thereof, require the owner of such

lost, stolen or destroyed certificate to advertise the same in such manner as it

shall require and/or to give the Corporation a bond in such sum or other

security in such form, as it may direct as indemnity against any claim that may

be made against the Corporation with respect to the certificate claimed to have

been lost, stolen or destroyed.

 

                                  ARTICLE VIII

 

                              ENGAGEMENT OF ADVISER

 

      SECTION 59. ENGAGEMENT OF ADVISER. The Board of Directors has absolute and

exclusive control of the management of the Corporation, its assets and the

disposition thereof. The Board of Directors is responsible for the general

policies of the Corporation and for general supervision of the business of the

Corporation conducted by all officers, agents, employees, advisors, managers or

independent contractors of the Corporation as may be necessary to insure that

the business conforms to the provisions of these Bylaws. However, the Board of

Directors shall not be required to personally conduct all the business of the

Corporation, and shall have the power to appoint, employ or contract with any

person (including one or more of the directors or any corporation, partnership,

or company in which one or more of them may be directors, officers,

stockholders, or partners) as the Board of Directors may deem necessary or

proper in its sole discretion for the transaction of the business of the

Corporation (any such person, the "ADVISER"). The Board of Directors may employ

or contract the Adviser and, subject to Section 27 of these Bylaws the Board of

Directors may grant or delegate authority to the Adviser as the Board of

Directors may in its sole discretion deem necessary or desirable without regard

to whether that authority is normally granted or delegated by the Board of

Directors.

 

 

 

                                      19.

<PAGE>

                                   ARTICLE IX

 

                               GENERAL PROVISIONS

 

      SECTION 60. DIVIDENDS. Dividends upon the capital stock of the

Corporation, subject to the provisions of the Articles of Incorporation, if any,

may be declared by the Board of Directors at any regular or special meeting,

pursuant to law. Dividends may be paid in cash, in property, or in its own

shares, subject to the provisions of law and of the Articles of Incorporation.

 

      SECTION 61. RESERVES. Before payment of any dividend, there may be set

aside out of any funds of the Corporation available for dividends such sum or

sums as the directors from time to time, in their absolute discretion, think

proper as a reserve fund to meet contingencies, or for equalizing dividends, or

for repairing or maintaining any property of the Corporation, or for such other

purpose as the directors shall think conducive to the interests of the

Corporation, and the directors may modify or abolish any such reserve in the

manner in which it was created.

 

      SECTION 62. ANNUAL STATEMENT. The Chief Executive Officer, the President

or a Vice President, the Chief Financial Officer or the Treasurer shall prepare

or cause to be prepared annually a full and correct statement of the affairs of

the Corporation, including a balance sheet and a financial statement of

operations for the preceding fiscal year, which shall be submitted at the annual

meeting and shall be filed within twenty days thereafter at the principal office

of the Corporation in the State of Maryland.

 

      SECTION 63. CHECKS. All checks, drafts, and orders for the payment of

money, notes and other evidences of indebtedness, issued in the name of the

Corporation shall be signed by such officer or officers as the Board of

Directors may from time to time designate.

 

      SECTION 64. FISCAL YEAR. The fiscal year of the Corporation shall end on

the last day of December in each year.

 

      SECTION 65. SEAL. The corporate seal shall have inscribed thereon the name

of the Corporation, the year of its organization and the words "CORPORATE SEAL,

MARYLAND." The seal may be used by causing it or a facsimile thereof to be

impressed or affixed or reproduced or otherwise.

 

      SECTION 66. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors

may, in its discretion, determine the method and designate the signatory officer

or officers, or other person or persons, to execute on behalf of the Corporation

any corporate instrument or document, or to sign on behalf of the Corporation

the corporate name without limitation, or to enter into contracts on behalf of

the Corporation, except where otherwise provided by law or these Bylaws and such

extension or signature shall be binding upon the Corporation.

 

      SECTION 67. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and

other securities of other corporations owned or held by the Corporation for

itself, or for other parties in any capacity, shall be voted, and all proxies

with respect thereto shall be executed, by the person authorized so to do by

resolution of the Board of Directors, or, in the absence of such authorization,

by the Chairman of the Board of Directors, the Chief Executive Officer, the

President, the Chief Operating Officer, the Chief Investment Officer, or any

Vice President or Principal.

 

 

 

                                      20.

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      SECTION 68. EXECUTION OF OTHER SECURITIES. All bonds, debentures and other

corporate securities of the Corporation, other than stock certificates may be

signed by the Chairman of the Board of Directors, the Chief Executive Officer,

the President, the Chief Operating Officer, or such other person as may be

authorized by the Board of Directors, and the corporate seal impressed thereon

or a facsimile of such seal imprinted thereon and attested by the signature of

the Secretary or an Assistant Secretary, or the Chief Financial Officer or

Treasurer or an Assistant Treasurer; provided, however, that where any such

bond, debenture or other corporate security shall be authenticated by the manual

signature, or where permissible facsimile signature, of a trustee under an

indenture pursuant to which such bond, debenture or other corporate security

shall be issued, the signatures of the persons signing and attesting the

corporate seal on such bond, debenture or other corporate security may be the

imprinted facsimile of the signatures of such persons. Interest coupons

appertaining to any such bond, debenture or other corporate security,

authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an

Assistant Treasurer of the Corporation or such other person as may be authorized

by the Board of Directors, or bear imprinted thereon the facsimile signature of

such person. In case any officer who shall have signed or attested any bond,

debenture or other corporate security, or whose facsimile signature shall appear

thereon or on any such interest coupon, shall have ceased to be such officer

before the bond, debenture or other corporate security so signed or attested

shall have been delivered, such bond, debenture or other corporate security

nevertheless may be adopted by the Corporation and issued and delivered as

though the person who signed the same or whose facsimile signature shall have

been used thereon had not ceased to be such officer of the Corporation.

 

      SECTION 69. NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. Whenever

notice is required to be given, under any provision of law or of the Articles of

Incorporation or Bylaws of the Corporation, to any person with whom

communication is unlawful, the giving of such notice to such person shall not be

required and there shall be no duty to apply to any governmental authority or

agency for a license or permit to give such notice to such person. Any action or

meeting which shall be taken or held without notice to any such person with whom

communication is unlawful shall have the same force and effect as if such notice

had been duly given. In the event that the action taken by the Corporation is

such as to require the filing of a certificate under any provision of the

Maryland General Corporation Law, the certificate shall state, if such is the

fact and if notice is required, that notice was given to all persons entitled to

receive notice except such persons with whom communication is unlawful.

 

      SECTION 70. LOANS TO OFFICERS. Except as otherwise prohibited by

applicable law, the Corporation may lend money to, or guarantee any obligation

of, or otherwise assist any officer or other employee of the Corporation or the

Adviser, including any officer or employee who is a director of the Corporation

or the Adviser, whenever, in the judgment of the Board of Directors, such loan,

guarantee or assistance may reasonably be expected to benefit the Corporation.

The loan, guarantee or other assistance may be with or without interest and may

be unsecured, or secured in such manner as the Board of Directors shall approve,

including, without limitation, a pledge of shares of stock of the Corporation.

Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of

guaranty or warranty of the Corporation at common law or under any statute.

 

 

 

                                      21.

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      SECTION 71. PROVISIONS OF THE BYLAWS IN CONFLICT WITH LAW OR REGULATION.

 

            (A) The provisions of these Bylaws are severable, and if the Board

of Directors shall determine, with the advice of counsel, that any one or more

of these provisions ("CONFLICTING PROVISIONS") are in conflict with the REIT

Provisions, or with other applicable laws and regulations, the Conflicting

Provisions shall be deemed never to have constituted a part of these Bylaws, and

the Board of Directors shall be able to amend or revise the Bylaws without the

vote or assent of the stockholders to the extent necessary to bring the

Conflicting Provisions of these Bylaws into conformity with the REIT Provisions

or any other applicable law or regulation; provided, however, that this

determination shall not affect or impact any of the remaining provisions of

these Bylaws or render invalid or improper any action taken or omitted

(including but not limited to the election of the Board of Directors) prior to

the determination. A certification in recordable form signed by a majority of

the Board of Directors setting forth any such determination and reciting that it

was duly adopted by the Board of Directors, or a copy of these Bylaws, with the

Conflicting Provisions removed and any new provisions added pursuant to the

determination, in recordable form signed by a majority of the Board of

Directors, shall be conclusive evidence of such determination when lodged in the

records of the Corporation. The Board of Directors shall not be liable for

failure to make any determination under this Section 71.

 

            (B) If any provisions of these Bylaws shall be held invalid or

unenforceable, the invalidity or unenforceability shall attach only to that

provision and shall not in any manner affect or render invalid or unenforceable

any other provision, and these Bylaws shall be carried out as if the invalid or

unenforceable provision were not present.

 

      SECTION 72. AMENDMENTS. These Bylaws may be amended, altered, restated or

repealed, or a provision waived as provided in the Articles of Incorporation and

these Bylaws.

 

[As Filed: 06/11/2003]

 

 

FIRST AMENDMENT TO BYLAWS

OF

GLADSTONE COMMERCIAL CORPORATION

The following Amendment is hereby made to the Bylaws (the “Bylaws”) of Gladstone Commercial Corporation, a Maryland corporation, as of July 10, 2007:

1. Article III, Section 13(a) is hereby deleted in its entirety, and replaced with the following:

Section 13. Number and Term.

(a) The number of directors of the Corporation shall be fixed exclusively by resolutions adopted by the the Board of Directors. The composition of the board of directors must satisfy the independence standards of the Nasdaq Stock Market (or such other securities market on which the Corporation’s securities are listed for trading) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). A majority of the entire Board of Directors may, at any time and from time to time, increase or decrease the number of directors of the Corporation as set forth in the Articles of Incorporation or these Bylaws; provided, however, that the number of directors shall not be increased by fifty percent (50%) or more in any twelve (12) month period without the approval of two-thirds (2/3rds) of the members of the Board of Directors then in office. The tenure of office of a director shall not be affected by any decrease in the number of directors so made by the Board of Directors. The directors shall be elected by a majority of all the votes cast at the annual meeting of the stockholders, except as provided in Section 15 of these Bylaws.

2. Article III, Section 25 is hereby deleted in its entirety, and replaced with the following:

Section 25. Compensation Of Directors. Directors, as such, shall not receive any stated salary for their services but, by resolution of the Board of Directors, non-employee directors may be entitled to receive (a) an annual fee, (b) a fixed cash sum, (c) a stock or stock option grant, or (d) a combination of the above, along with the reimbursement of reasonable out-of-pocket expenses incurred in connection with their services, including those incurred for attendance at each regular or special meeting of the Board of Directors, or of any committee thereof, but nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

[As Filed: 07/10/2007]