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APO > SEC Filings for APO > Form 8-K on 10-Feb-2009All Recent SEC Filings

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Form 8-K for AMERICAN COMMUNITY PROPERTIES TRUST


10-Feb-2009

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Ye


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective February 5, 2009, the Company's Board of Trustees amended Article III,
Section 10 of the Company's Amended and Restated Bylaws, as amended (the "Bylaws"), to simplify and standardize the overall non-employee Trustee compensation. The amendment will be applied retroactively to January 1, 2009. The amended provision is as follows:

"Compensation. Trustees that are not employees of the Trust or any of its affiliates shall each receive a fee of $10,000 per quarter. Additionally, the Chairman of the Audit Committee shall receive an additional $2,500 per quarter; the Chairman of the Compensation Committee shall receive an additional $750 per quarter; and the Chairman of the Nominating Committee shall receive an additional $750 per quarter. All such quarterly fees shall be paid in arrears on the last business day of the quarter. Trustees may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Trustees or of any committee thereof, and for their expenses, if any, in connection with each property visit and any other service or activity performed or engaged in as Trustees, but nothing herein contained shall be construed to preclude any Trustees from serving the Trust in any other capacity and receiving compensation therefor. Trustees are eligible to participate in any share incentive plan adopted for such purpose by the Trust, and shall each receive, immediately following each annual meeting of shareholders, an annual grant of restricted shares valued at $30,000 based on the terms of the Company's share incentive plan, which shall entitle the holder to any dividends declared on the Trust's common shares and shall become fully vested on the first anniversary of the grant date."


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