Exhibit 3.1
FIFTH AMENDED AND RESTATED BYLAWS
OF
MID-AMERICA APARTMENT COMMUNITIES, INC.
OFFICES
MEETINGS
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Shares of its own stock indirectly owned by the Corporation shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.
The Board of Directors may adopt by resolution a procedure by which a shareholder may certify in writing to the Corporation that any shares of stock registered in the name of the shareholder are held for the account of a specified person other than the shareholder. The resolution shall set forth the class of shareholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it, if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the shareholder of record of the specified stock in place of the shareholder who makes the certification.
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In connection with clause (A) of the preceding sentence, if any intermediary which verifies the Eligible Shareholder’s ownership of the Required Shares for the Minimum Holding Period is not the record holder of such shares, a Depository Trust Company (“DTC”) participant or an affiliate of a DTC participant, then the Eligible Shareholder will also need to provide a written statement as required by clause (A) of the preceding sentence from the record holder of such shares, a DTC participant or an affiliate of a DTC participant that can verify the holdings of such intermediary.
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DIRECTORS
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COMMITTEES
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OFFICERS
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CONTRACTS, LOANS, CHECKS and DEPOSITS
SHARES OF STOCK
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DIVIDENDS
SEAL
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FISCAL YEAR
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to the Charter, these Bylaws or pursuant to the Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by the Act, the Charter or these Bylaws. The attendance of, or participation by, any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any waiver of notice shall be filed with the minutes of the corporate records.
AMENDMENT
RELIANCE UPON BOOKS, REPORTS AND RECORDS
Each Director of the Corporation and each member of any committee designated by the Board of Directors shall, in the performance of such Director or committee member’s duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements, including financial statements and other financial data, presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by legal counsel, public accountants or other persons as to matters which such Director or committee member reasonably believes are within such other person’s professional or expert competence.
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
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The foregoing is certified as the Fifth Amended and Restated Bylaws of the Corporation adopted by the Board of Directors effective December 12, 2023.
/s/Leslie Wolfgang
Leslie Wolfgang, Secretary
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