Exhibit 3.3
FORTRESS NET LEASE REIT
BYLAWS
Adopted on May 1, 2023
TABLE OF CONTENTS
Page
Article I
OFFICES | ||
| Section 1.1 | Principal Office | 6 |
| Section 1.2 | Additional Offices | 6 |
Article II
MEETINGS OF SHAREHOLDERS | ||
| Section 2.1 | Place; Telephonic and Virtual Meetings | 6 |
| Section 2.2 | Annual Meeting | 6 |
| Section 2.3 | Special Meetings | 7 |
| Section 2.4 | Notice of Annual or Special Meetings | 7 |
| Section 2.5 | Notice of Adjourned Meetings | 8 |
| Section 2.6 | Meeting Business | 8 |
| Section 2.7 | Organization of Shareholder Meetings | 8 |
| Section 2.8 | Quorum | 9 |
| Section 2.9 | Proxies | 9 |
| Section 2.10 | Voting of Shares by Certain Holders | 9 |
| Section 2.11 | Inspectors | 10 |
| Section 2.12 | Nominations and Other Proposals to be Considered at Meetings of Shareholders | 10 |
| Section 2.13 | No Shareholder Actions by Written Consent | 15 |
| Section 2.14 | Voting by Ballot | 15 |
| Section 2.15 | Proposals of Business Which Are Not Proper Matters for Action by Shareholders | 15 |
| Section 2.16 | Voting Power | 16 |
Article III
TRUSTEES | ||
| Section 3.1 | General Powers | 16 |
| Section 3.2 | Number, Tenure and Resignation | 17 |
| Section 3.3 | Annual and Regular Meetings | 17 |
| Section 3.4 | Special Meetings | 17 |
| Section 3.5 | Notice | 17 |
| Section 3.6 | Quorum | 17 |
| Section 3.7 | Voting | 18 |
| Section 3.8 | Telephonic and Virtual Meetings | 18 |
| Section 3.9 | Action by Written Consent of Trustees | 18 |
| Section 3.10 | Waiver of Notice | 18 |
| Section 3.11 | Compensation | 18 |
| Section 3.12 | Surety Bonds | 19 |
| Section 3.13 | Reliance | 19 |
| Section 3.14 | Interested Trustee Transactions | 19 |
| Section 3.15 | Certain Rights of Trustees, Officers, Employees and Agents | 19 |
| Section 3.16 | Emergency Provisions | 19 |
| Section 3.17 | Removal for Cause | 19 |
| Section 3.18 | Vacancies | 20 |
Article IV
COMMITTEES | ||
| Section 4.1 | Number; Tenure and Qualifications | 20 |
| Section 4.2 | Powers | 20 |
| Section 4.3 | Meetings | 20 |
| Section 4.4 | Telephonic and Virtual Meetings | 20 |
| Section 4.5 | Action by Written Consent of Committees | 21 |
| Section 4.6 | Vacancies | 21 |
Article V
OFFICERS | ||
| Section 5.1 | General Provisions | 21 |
| Section 5.2 | Removal and Resignation | 21 |
| Section 5.3 | Vacancies | 22 |
| Section 5.4 | Chairperson of the Board of Trustees | 22 |
| Section 5.5 | Chief Executive Officer | 22 |
| Section 5.6 | President | 22 |
| Section 5.7 | Chief Operating Officer | 22 |
| Section 5.8 | Vice Presidents | 22 |
| Section 5.9 | Secretary | 23 |
| Section 5.10 | Chief Financial Officer | 23 |
| Section 5.11 | Assistant Secretaries and Assistant Treasurers | 23 |
Article VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS | ||
| Section 6.1 | Contracts | 23 |
| Section 6.2 | Checks and Drafts | 23 |
| Section 6.3 | Deposits | 24 |
Article VII
SHARES | ||
| Section 7.1 | Certificates | 24 |
| Section 7.2 | Transfers | 24 |
| Section 7.3 | Lost Certificates | 24 |
| Section 7.4 | Fixing of Record Date | 25 |
| Section 7.5 | Share Ledger | 25 |
| Section 7.6 | Fractional Shares; Issuance of Units | 25 |
Article VIII
FISCAL YEAR | ||
| Section 8.1 | Fiscal Year | 25 |
Article IX
DIVIDENDS AND OTHER DISTRIBUTIONS | ||
| Section 9.1 | Dividends and Other Distributions | 25 |
Article X
INVESTMENT POLICY | ||
| Section 10.1 | Investment Policies | 26 |
Article XI
WAIVER OF NOTICE | ||
| Section 11.1 | Waiver of Notice | 26 |
Article XII
AMENDMENT OF BYLAWS | ||
| Section 12.1 | Amendment of Bylaws | 26 |
Article XIII
MISCELLANEOUS | ||
| Section 13.1 | References to Declaration of Trust | 26 |
| Section 13.2 | Ratification | 27 |
| Section 13.3 | Ambiguity | 27 |
| Section 13.4 | Inspection of Bylaws | 27 |
| Section 13.5 | Procedures for Arbitration of Disputes | 27 |
FORTRESS NET LEASE REIT
BYLAWS
These BYLAWS (as amended, restated, supplemented or otherwise modified from time to time, these “Bylaws”) are made as of the date set forth above by the Board of Trustees (the “Board of Trustees” and each member thereof, a “Trustee”) of Fortress Net Lease REIT, a Maryland statutory trust (the “Trust”), within the meaning of the Maryland Statutory Trust Act, as amended from time to time, and any successor statute thereto.
Article I
OFFICES
Section 1.1
Principal Office. The address of the Trust’s principal office in the State of Maryland is c/o The Corporation Trust Incorporated, 2405 York Road, Suite 201, Lutherville-Timonium, Maryland 21093-2264, or such other place or places as may be determined by the Board of Trustees.
Section 1.2
Additional Offices. The Trust may have additional offices or places of business within or outside the State of Maryland as the Board of Trustees may from time to time determine.
Article II
MEETINGS OF SHAREHOLDERS
Section 2.1
Place; Telephonic and Virtual Meetings. All meetings of the shareholders of the Trust (each, a “shareholder” and collectively, the “shareholders”) shall be held at the principal office of the Trust or at such other place, or solely by remote communication, as shall be set in accordance with these Bylaws and set forth in the notice of meeting. Any meeting of the shareholders may be held solely, or a shareholder may participate in any meeting of the shareholders, by means of telephone or such other remote communication that permits all individuals participating in the meeting to speak to and hear each other, and a shareholder participating in a meeting by such means is deemed to be present at the meeting and will be counted in determining whether a quorum is present. Such meeting shall be deemed to have been held at a place designated by the Board of Trustees at the meeting.
Section 2.2
Annual Meeting. An annual meeting of the shareholders for the election of Trustees (to the extent that (a) such an election is required to be held at such annual meeting by the Declaration of Trust of the Trust (as amended, restated, supplemented or otherwise modified from time to time, the “Declaration of Trust”), these Bylaws, action by the Board of Trustees or applicable law and (b) the shareholders are entitled to vote thereon pursuant to the Declaration of Trust and these Bylaws) and the transaction of any business within the powers of the Trust, may be held on such date and at such time and place, or solely by remote communication, as the Board of Trustees may designate. The Trust is not required to have, and the Board of Trustees is not required to host, an annual meeting of shareholders in any given year, and any failure to hold an annual meeting shall not invalidate the Trust’s existence or affect any otherwise valid acts of the Trust.
Section 2.3
Special Meetings. Special meetings of the shareholders may be called only upon the request of (a) a majority of the Board of Trustees, (b) a majority of the Independent Trustees, (c) the chief executive officer, (d) the president or (e) the chairperson of the Board of Trustees. Any such special meeting of the shareholders shall be held on the date and at the time and place set by the president, the chief executive officer, the chairperson of the Board of Trustees, the Board of Trustees or the Independent Trustees, whomever has called the meeting. Special meetings of the shareholders may also be called by the shareholders, but only for the purpose of removing Trustees and filling any resulting vacancy, and shall be called by the secretary upon the written request of shareholders entitled to cast at least a majority of the votes entitled to be cast on such matter at such meeting (provided that such written request contains the information required in these Bylaws and the shareholders comply with the procedures contained in these Bylaws). If a special meeting is called by the secretary upon the written request of shareholders as described in this Section 2.3, then notice of the special meeting shall be sent to all shareholders within ten (10) days of the receipt of the written request and the special meeting shall be held at the time and place specified in the shareholder request not less than fifteen (15) days nor more than sixty (60) days after the delivery of the notice; provided, however, that if no time or place is so specified in the shareholder request, at such time and place convenient to the shareholders. If there shall be no Trustees, the officers of the Trust shall promptly call a special meeting of the shareholders entitled to vote for the election of successor Trustees for the purpose of electing Trustees. For purposes of these Bylaws, “Independent Trustee” shall have the meaning ascribed to such term in the Declaration of Trust.
Section 2.4
Notice of Annual or Special Meetings. Except as otherwise provided in Section 2.3, not less than ten (10) nor more than ninety (90) days before any meeting of the shareholders, the secretary shall give notice of such meeting, in writing or by electronic transmission specifying the place, day and time of any annual or special meeting of the shareholders, the purposes of such meeting (to the extent required by applicable law to be provided) and all other matters required by applicable law, to each shareholder of record entitled to vote, sent to their address appearing on the books of the Trust or theretofore given by them to the Trust for the purpose of notice, by presenting it to such shareholder personally, by leaving it at the shareholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given once deposited in the U.S. mail addressed to the shareholder at their post office address as it appears on the records of the Trust, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the shareholder by an electronic transmission to any address or number of the shareholder at which the shareholder receives electronic transmissions. It shall be the duty of the secretary to give notice of each meeting of the shareholders. The Trust may give a single notice to all shareholders who share an address, which single notice shall be effective to any shareholder at such address, unless a shareholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more shareholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this ARTICLE II or the validity of any proceedings at any such meeting.
Section 2.5
Notice of Adjourned Meetings. It shall not be necessary to give notice of the place, day and time of any adjourned meeting of shareholders or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken.
Section 2.6
Meeting Business. Subject to Section 2.12.1, any business of the Trust may be transacted at an annual meeting of the shareholders without being specifically designated in the notice, except such business as is required by any applicable statute to be stated in such notice. No business shall be transacted at a special meeting of the shareholders expect as specifically designated in the notice.
Section 2.7
Organization of Shareholder Meetings. Every meeting of shareholders shall be conducted by an individual appointed by the Board of Trustees to be chairperson of the meeting or, in the absence of such appointment or the absence of the appointed individual, by one of the following officers present at the meeting in the following order: the chairperson of the Board of Trustees, if there be one, the chief executive officer, the president, the vice presidents (in their order of seniority), the secretary, or, in the absence of such officers, a chairperson chosen by the shareholders by the vote of holders of shares of beneficial interest representing a majority of the votes cast on such appointment by shareholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Trustees or, in the absence of such appointment, an individual appointed by the chairperson of the meeting shall act as secretary of the meeting and shall record the minutes of the meeting. If the secretary presides as chairperson at a meeting of the shareholders, then the secretary shall not also act as secretary of the meeting and record the minutes of the meeting. Even if present at the meeting, the person holding the office named herein may delegate to another person the power to act as chairperson or secretary of the meeting. The order of business and all other matters of procedure at any meeting of shareholders shall be determined by the chairperson of the meeting. The chairperson of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairperson and without any action by the shareholders, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to shareholders of record of the Trust, their duly authorized proxies or other such persons as the chairperson of the meeting may determine; (c) limiting participation at the meeting on any matter to shareholders of record of the Trust entitled to vote on such matter, their duly authorized proxies or other such persons as the chairperson of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any shareholder or other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any applicable state and local laws and regulations concerning safety and security. Without limiting the generality of the powers of the chairperson of the meeting pursuant to the foregoing provisions, the chairperson may adjourn any meeting of shareholders for any reason deemed necessary by the chairperson, including, without limitation, if (i) no quorum is present for the transaction of the business, (ii) the Board of Trustees or the chairperson of the meeting determines that adjournment is necessary or appropriate to enable the shareholders to consider fully information that the Board of Trustees or the chairperson of the meeting determines has not been made sufficiently or timely available to shareholders or (iii) the Board of Trustees or the chairperson of the meeting determines that adjournment is otherwise in the best interests of the Trust. Unless otherwise determined by the chairperson of the meeting, meetings of shareholders shall not be required to be held in accordance with the general rules of parliamentary procedure or any otherwise established rules of order.
Section 2.8
Quorum. A quorum at any meeting of the shareholders shall be the presence in person or by proxy of shareholders entitled to cast at least one-third (1/3) of all the votes entitled to be cast at such meeting on any matter, unless the Board of Trustees, when setting a meeting, determines that a greater percentage (but not more than a majority of all the votes entitled to be cast at such meeting on any matter) is required; but this section shall not affect any requirement under any statute or the Declaration of Trust for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the shareholders, the chairperson of the meeting shall have the power to adjourn the meeting from time to time without the Trust having to set a new record date or provide any additional notice of such meeting, subject to any obligation of the Trust to give notice pursuant to Section 2.5. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present, either in person or by proxy, at a meeting of shareholders which has been duly called and convened and at which a quorum was established may continue to transact business until adjournment, notwithstanding the withdrawal of shareholders entitled to cast enough votes to leave less than a quorum then being present at the meeting.
Section 2.9
Proxies. A shareholder may cast the votes entitled to be cast by them either in person or by proxy executed by the shareholder or by their duly authorized agent in any manner permitted by applicable law. Such proxy shall be filed with such officer of the Trust or third party agent as the Board of Trustees or the chairperson of the meeting shall have designated for such purpose for verification at or prior to such meeting. Any proxy relating to votes entitled to be cast by holders of the Trust’s shares of beneficial interest shall be valid until the expiration date therein or, if no expiration is so indicated, for such period as is permitted pursuant to applicable Maryland law. At a meeting of shareholders, all questions concerning the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by or on behalf of the chairperson of the meeting, subject to Section 2.11.
Section 2.10
Voting of Shares by Certain Holders. Shares of beneficial interest of the Trust registered in the name of a corporation, partnership, trust, limited liability company or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner, trustee or managing member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or pursuant to an agreement of the partners of the partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any trustee or other fiduciary may vote shares registered in their name as such fiduciary, either in person or by proxy. Notwithstanding the apparent authority created by the prior two sentences of this Section 2.10, the Board of Trustees or the chairperson of the meeting may require that such person acting for a corporation, partnership, trust, limited liability company or other entity provide documentary evidence of his or her authority to vote such shares and of the fact that the beneficial owner of such shares has been properly solicited and authorized such person to vote as voted and, in the absence of such satisfactory evidence, the Board of Trustees or the chairperson of the meeting may determine whether such votes have been validly cast.
Section 2.11
Inspectors.
(a)
Before or at any meeting of shareholders, the chairperson of the meeting may appoint one or more persons as inspectors for such meeting. Except as otherwise provided by the chairperson of the meeting, such inspectors, if any, shall (i) ascertain and report the number of shares of beneficial interest represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairperson of the meeting and (iv) perform such other acts as are proper to conduct the election or voting at the meeting. In the absence of such an appointment, the secretary may act as the inspector.
(b)
Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof, but the decision or determination of the chairperson of the meeting in any such matter shall be final and binding on all shareholders.
Section 2.12
Nominations and Other Proposals to be Considered at Meetings of Shareholders. Nominations of individuals for election to the Board of Trustees and the proposal of other business to be considered by the shareholders at a meeting of shareholders may be properly brought before the meeting only as set forth in this Section 2.12. All judgments and determinations made by the Board of Trustees or the chairperson of the meeting, as applicable, under this Section 2.12 (including, without limitation, judgments and determinations as to the propriety of a proposed nomination or a proposal of other business for consideration by shareholders) shall be final and binding unless determined to have been made in bad faith. For avoidance of doubt, under the Declaration of Trust, the shareholders have only limited voting rights, if any, with respect to election of Trustees and other business of the Trust.
