HARTMAN COMMERCIAL PROPERTIES REIT (Form: 8-K, Received: 12/06/2006 15:39:41)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 6, 2006 (December 2, 2006)

Hartman Commercial Properties REIT
(Exact Name of Registrant as Specified in Its Charter)

Maryland	000-50256	76-0594970
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


1450 West Sam Houston Parkway North, Suite 111 Houston, Texas 77043
(Address of principal executive offices)
(Zip Code)

(713) 827-9595
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03.

Material Modification to Rights of Security Holders.

On December 2, 2006, the Board of Trustees (the “Board”) of Hartman Commercial Properties REIT (the “Company”) adopted resolutions to file Articles Supplementary with the State Department of Assessments and Taxation of Maryland and amend the Company’s Bylaws. The effective date of the Articles Supplementary is December 6, 2006, and the effective date of the amendments to the Bylaws is December 2, 2006. The Company’s shareholders owning one or more common shares of beneficial interest are materially affected by these resolutions. These modifications are listed and discussed in detail under Item 5.03 of this Current Report on Form 8-K, the contents of which are incorporated herein this Item 3.03.

Item 5.03.

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

On December 2, 2006, the Board of Trustees (the “Board”) of Hartman Commercial Properties REIT (the “Company”) adopted resolutions providing that the Company is subject to various provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”) and authorized the Company to file Articles Supplementary with the State Department of Assessments and Taxation of Maryland . The effective date of the Articles Supplementary is December 6, 2006.

The MGCL provides that the Board may, by resolution, elect to be subject to all or part of Subtitle 8 of Title 3 of the MGCL, including Sections 3-803, 3-804 and 3-805 relating to classification of directors, removal of directors and filling of vacancies and special meetings of stockholders, respectively. In order to avoid numerous and costly special shareholder meetings and to promote stability within the Board, the Board’s independent trustees, acting in the best interest of the shareholders of the Company, adopted resolutions electing to be governed by Sections 3-803, 3-804(a), 3-804(b) and 3-805 of the MGCL and subsequently filed Articles Supplementary effectuating this election. Descriptions of each provision within the Articles Supplementary are set forth below.

The Articles Supplementary provide that the Company shall be governed by Section 3-803, which provides for the classification of the Board into three classes with terms expiring at the 2007, 2008 and 2009 annual meetings, respectively. By resolution, the Board, effective upon filing of the Articles Supplementary, designated current trustee Chris Minton as a Class I trustee, who will serve until the Company’s annual meeting held in 2007, at which time he will be subject to renomination and reelection. The Board designated current trustee Chand Vyas as a Class II trustee to serve until the Company’s annual meeting held in 2008, at which time he will be subject to renomination and reelection. Finally, the Board designated current trustees James Mastandrea and Jack Mahaffey as Class III trustees to serve until the Company’s annual meeting held in 2009, at which time they will be subject to renomination and reelection. Prior to filing the Articles Supplementary, membership of the Board existed without regard to class, and all four trustees were subject to renomination and reelection at each annual meeting of the shareholders.

Second, the Articles Supplementary provide that the Company shall be governed by Section 3-804(a), which provides that the Company’s shareholders may remove any member of the Board by the affirmative vote of at least two-thirds of all the votes entitled to be cast by the shareholders generally in the election of directors. Prior to filing the Articles Supplementary, the removal of any member of the Board required the affirmative vote of a simple majority of all the votes entitled to be cast by the shareholders generally in the election of directors.

Third, the Articles Supplementary provide that the Company shall be governed by Section 3-804(b), which provides that the number of directors of a corporation shall be fixed only by vote of the board of directors. Prior to filing the Articles Supplementary, the number of directors could have been fixed by an affirmative vote of the majority of the Company’s shareholders.

Finally, the Articles Supplementary provide that the Company shall be governed by Section 3-805, which provides that the secretary of the Company may call a special meeting of shareholders only on the written request of the shareholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting and only in accordance with the procedures set forth in Section 2-502(b)(2) and (3) and (e) of the MGCL. The Company’s election to be governed under Section 3-805 changes the requirement that only ten percent of the shareholders entitled to cast votes at a meeting is needed to require the secretary of the Company to call a special meeting.

On December 2, 2006, the Board also adopted resolutions to amend the Company’s Bylaws. December 2, 2006 is the effective date of these amendments. The first amendment repealed Article II, Section 13 of the Bylaws, which permitted shareholder action by written consent. Prior to its repeal, Article II, Section 13 provided that “any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a consent in writing, setting forth such action, is signed by shareholders entitled to cast a sufficient number of votes to approve the matter, as required by statute, the Declaration of Trust or these Bylaws, and such consent is filed with the minutes of proceedings of the shareholders.”

In contemplating this amendment, the Board determined that a conflict existed between the Company’s Declaration of Trust, which requires a special meeting of shareholders to remove a Trustee, and the Company’s Bylaws. Moreover, in light of the fact that the rules of the national stock exchanges generally prohibit action by written consent, a fact that would mandate repeal if the Company’s shares were to eventually be listed on a national exchange, the Board believed it be in the best interests of the Company’s shareholders to exercise its exclusive power to repeal Article II, Section 13 of the Bylaws.

The second amendment to the Company’s Bylaws repealed Article II, Section 14, which opted out of the Maryland Control Share Acquisition Act. In general, the Maryland Control Share Acquisition Act limits an “acquiring shareholder’s” right to vote any shares that constitute control shares and are acquired without consent of a company’s board. Prior to its repeal, Article II, Section 14 of the Company’s Bylaws provided that: “Notwithstanding any other provision of the Declaration of Trust or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”) (or any successor statute) shall not apply to any acquisition by any person of shares of beneficial interest of the Trust. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.” The Board, believing it advisable and in the best interests of the shareholders to be subject to the provisions of the Maryland Control Share Acquisition Act, repealed this provision of the Company’s Bylaws.

Copies of the Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland and the Company’s First Amendment to Bylaws are furnished as Exhibits 3(i).1 and 3(ii).1, respectively, to this Current Report on Form 8-K.

In addition, on December 6, 2006, the Company issued a press release announcing, among other things, the changes described herein. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description

3(i).1	Articles Supplementary

3(ii).1	First Amendment to Bylaws

99.1	Press Release by Hartman Commercial Properties REIT Issued on December 6, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Hartman Commercial Properties REIT

Dated: December 6, 2006	By: /s/ James C. Mastandrea
	Name: James C. Mastandrea
	Title: Interim Chief Executive Officer

Hartman Commercial Properties REIT

Articles Supplementary

Election to be Governed by Certain Provisions of

Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”)

Hartman Commercial Properties REIT, a Maryland real estate investment trust (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: As of the date hereof and as of the date resolutions were adopted by the Company’s Board of Trustees (the “Board”) as set forth below: (a) the Company’s common shares of beneficial interest, its only class of outstanding equity securities, were duly registered under §12(g) of the Securities Exchange Act of 1934; and (b) three (3) members of the Board were neither (i) officers, (ii) employees, (iii) acquiring persons, nor (iv) directors, officers, affiliates, or associates of an acquiring person, of the Company;

SECOND: Under a power contained in Title 3, Subtitle 8 of the MGCL, and in accordance with resolutions unanimously adopted at a special meeting of the Board duly held on December 2, 2006, the Company elects, notwithstanding any provision in its Declaration of Trust or Bylaws to the contrary, to be subject to the following provisions of Subtitle 8 of Title 3 of the MGCL: §3-803, §3-804(a), §3-804(b) and §3-805, the repeal of which may be effected only by the means authorized by §3-802(b)(3) of the MGCL ;

THIRD: The election to become subject to §3-803, §3-804(a), §3-804(b) and §3-805 of the MGCL has been approved by the Board in the manner and by the vote required by law; and

FOURTH: The undersigned President of the Company acknowledges these Articles Supplementary to be the trust act of the Company and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be signed in its name and on its behalf by its President and attested to by its Assistant Secretary on this 4th day of December, 2006.

ATTEST: HARTMAN COMMERCIAL

PROPERTIES REIT

By : /s/ John A. Good By : /s/ James C. Mastandrea

Name: John A. Good Name: James C. Mastandrea

Title: Assistant Secretary Title: President

FIRST AMENDMENT TO BYLAWS

Hartman Commercial Properties REIT ,

a Maryland real estate investment trust

In accordance with § 2-110 of the Maryland General Corporation Law, Article VIII, Section 8.1 of the Articles of Amendment and Restatement of the Declaration of Trust, and Article XIII of the Bylaws, as amended, (the “Bylaws”) of Hartman Commercial Properties REIT (the “Company”), the Bylaws of the Company are hereby amended as follows:

1. The text of Article II, Section 13 is deleted in its entirety, and it is replaced with the following:

Section 13. [Repealed].

2. The text of Article II, Section 14 is deleted in its entirety, and it is replaced with the following:

Section 14. [Repealed].

Except as otherwise set forth in this First Amendment to Bylaws, all other terms and provisions of the Bylaws shall remain in full force and effect.

This First Amendment to Bylaws of Hartman Commercial Properties REIT is duly adopted by unanimous vote of the Board of Trustees this 2nd day of December 2006.

HCP REIT REJECTS AS UNREALISTIC AN ACQUISITION OFFER FROM AMERICAN SPECTRUM REALTY

Files for Changes in Bylaws to Stagger Terms of Trustees

HOUSTON, TX December 6, 2006 : Hartman Commercial Properties REIT (HCP REIT), which manages 37 commercial properties in Texas, today announced that it has rejected as unrealistic the unsolicited request by American Spectrum Realty, Inc., to negotiate an acquisition transaction.

HCP REIT also announced that the company, which is incorporated in Maryland, repealed a bylaw allowing shareholders to act by written consent, and elected to be subject to certain provisions of Maryland law giving the Board greater control over unwanted corporate actions that could destroy shareholders value. The changes, the company said, will stagger the terms of the trustees and include other provisions to enhance the company’s ability to withstand an unsolicited offer.

Chairman and Interim CEO James Mastandrea said, “The Board of Trustees unanimously believed that refusing to negotiate with American Spectrum and adopting statutory provisions permitted by Maryland law would better equip the Board to oversee the execution of our strategic business plan and to sustain the tremendous progress the company has made under new management since the ouster of former Chairman Allen Hartman October 2. We believe taking these actions was essential for growing the company and maximizing the value of our common shares.”

In rejecting the unsolicited offer from American Spectrum, the board wrote to the company saying, “HCP REIT’s Board of Trustees has unanimously decided that consideration of any change-of-control transaction at the present time would be inadvisable and contrary to the best interests of HCP REIT’s shareholders.”

The company also noted that Hartman Management and former Chairman Allen Hartman initiated an “unlawful consent solicitation” on November 29.

Mastandrea said: “We are convinced that the actions taken by American Spectrum, as well as the unlawful consent solicitation commenced by Allen Hartman and Hartman Management, are based on unfounded perceptions that HCP REIT is vulnerable and unstable.

He added, “Despite the misperceptions, character assassinations and efforts to undermine the Board, and coerce HCP REIT investors to support Al Hartman, at their expense, to further enrich himself, over that same sixty day period we have built a first class management team and a group of associates who are energized and committed to building long-term shareholder value.

Mastandrea said, “We have also solidified our standing with our lenders and taken substantial steps to improve the financial performance of the company and the value of HCP REIT’s properties, while at the same time eliminating conflicts of interest between Mr. Hartman and Hartman Management and HCP REIT, that have plagued the company for several years.”

ABOUT HCP REIT (HARTMAN COMMERCIAL PROPERTIES)

HCP REIT, Houston, is a “value added” public, non-traded REIT, which owns and manages 37 commercial properties in Texas. Its mission is to create value by buying “C” and “B” class properties and/or underdeveloped properties and capitalizing on their potential through its internalized leasing, managing and developing expertise. For more information go to http://www.hcpreit.com or call us at (713) 827-9595.

Forward-Looking Statements

This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements as to the future performance of the company. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, product development acceptance, and the impact of competitive services and pricing and general economic risks and uncertainties.

For more information, please contact:

James C. Mastandrea

HCP REIT

713-827-9595