On February 24, 2010, the Board of Trust Managers of Weingarten Realty Investors (the “Company”) adopted the Company’s Second Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), to be effective immediately. The Company was formed under, and has previously been governed by, the Texas Real Estate Investment Trust Act (the “REIT Act”). Effective January 1, 2010, Texas real estate investment trusts are automatically governed by the Texas Business Organizations Code (the “TBOC”). The Company’s Bylaws have therefore been amended and restated in their entirety to (i) conform to terminology of the TBOC that varies from terminology used under the REIT Act and (ii) clarify and modernize certain language contained in the Company’s prior Bylaws. Set forth below is a summary of the principal changes to the Company’s Bylaws:
(a) Sections 2.04, 2.05, 4.05, 4.06 and 4.08 of the Bylaws provide that notice to Trust Managers or shareholders may be made by electronic transmission.
(b) Sections 2.15 and 4.12 of the Bylaws provide that any action by written consent can be made by electronic transmission if the Company can determine that the transmission was transmitted by the shareholder and the date of the transmission.
(c) Section 2.13 of the Bylaws provides for the electronic transmission of proxies.
(d) Section 2.11 of the Bylaws provides that in the event that less than thirty (30) days’ notice or public disclosure of the date of a shareholders’ meeting is given or made, a shareholder wishing to bring a matter of business before the meeting must provide notice to the Company no later than the close of business on the tenth (10th) day following the day on which the notice was mailed or the public disclosure was made, whichever occurs first. In the prior Bylaws, the thirty (30) day minimum notice period was seventy (70) days instead.
(e) Section 2.13 of the Bylaws provides that if any shares of the Company’s securities are subject to an irrevocable proxy, the irrevocable proxy will not be binding on transferee for value that does not have actual knowledge of the irrevocable proxy, unless the existence of the irrevocable proxy is conspicuously noted on the certificate evidencing the shares.
(f) Section 2.14 of the Bylaws provides that a list of shareholders be prepared not later than the 11th day before the date of each meeting of the shareholders. The Company’s prior Bylaws provided that such list be prepared at least 10 days before each meeting of the shareholders.
(g) Section 4.03 of Bylaws provides that notice of special meetings of the Board of Trust Managers must be given in writing or by electronic transmission to each Trust Manager at least 24 hours prior to the time of the meeting. The prior Bylaws provided that oral notice was sufficient.
(h) Section 7.01 of the Bylaws now requires that the Company have a President and a Secretary.
In addition to the above, the Bylaws reflect certain immaterial changes, conforming changes, changes in section numbering and other technical edits and updates.
The foregoing description of the Bylaws does not purport to be a complete statement of the provisions thereof and is qualified in its entirety by reference to the text of the Bylaws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
