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

The Board of Directors of Sonesta International Hotels Corporation (the "Company") has amended the Company's By-laws. Article III, Section 8(d) is amended to provide that all matters other than elections of directors shall be decided by a majority of the votes cast, and all elections of directors shall be decided as follows: A nominee for director shall be elected to the Board of Directors if the votes cast "for" such nominee's election exceed the votes cast "withheld" or "against" such nominee's election; provided, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which there are more nominees for directors than there are director vacancies to be filled by such nominees.

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