The opinion
EMILIO M. GARZA, Circuit Judge,
specially concurring:
I join in the excellent opinion of the Court, with the exception of the dicta in Section II.B. Article XIII of the bylaws of REIT (“Bylaws”) specifically empowers the Board to “adopt, alter, or repeal any provision of these Bylaws____” Acting pursuant to this express delegation of authority in Article XIII, the Board acted in good faith and in the best interests of the shareholders by repealing Article II, Section 13 of the Bylaws to eliminate inconsistencies between the Bylaws and the declaration of trust, and to protect REIT from Hartman who had been removed from REIT after his misdeeds damaged the trust. Because the Board’s action in this case was authorized by the Bylaws and taken in good faith to advance the best interests of the shareholders, I would leave to another day the question: under what circumstances a Board, acting pursuant to the bylaws of its firm, may breach shareholder rights or obviate its duties to the shareholders.