Maryland Code § CA-8-702

Section CA-8-702
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(a) A conversion of a real estate investment trust to an other entity shall be
approved in the manner provided by this section and in accordance with any
additional requirements set forth in the real estate investment trust's declaration of
trust.
(b) A conversion of a real estate investment trust need be approved only by
a majority of the board of trustees if no shares of beneficial interest are outstanding
or subscribed for.
(c) The board of trustees of a real estate investment trust that proposes to
convert to an other entity shall:
(1) Adopt a resolution declaring that the proposed conversion is
advisable on substantially the terms and conditions set forth or referred to in the
resolution; and

(2) Direct that the proposed conversion be submitted for
consideration at an annual or a special meeting of the shareholders.
(d) Notice stating that a purpose of the meeting will be to act on the
proposed conversion shall be given by the real estate investment trust in the manner
provided for corporations by Title 2 of this article to:
(1) Each of its shareholders entitled to vote on the proposed
transaction; and
(2) Each of its shareholders not entitled to vote on the proposed
transaction.
(e) The proposed conversion shall be approved by the shareholders of the
real estate investment trust by the affirmative vote of two-thirds of all the votes
entitled to be cast on the matter.
(f) A conversion of an other entity to a real estate investment trust shall be
approved in the manner and by the vote required by its governing document and the
laws of the place where it is incorporated or organized.
(g) Each shareholder of a real estate investment trust objecting to a
conversion of the real estate investment trust shall have the same rights as an
objecting stockholder of a Maryland corporation under Title 3, Subtitle 2 of this article
and under the same procedures.

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