Exhibit 3.1
AMENDMENT
TO THE BYLAWS OF
EASTGROUP PROPERTIES, INC.
By resolutions adopted by the Board of Directors of EastGroup Properties,
Inc. (the "Corporation"), on July 16, 2007, the Board of Directors authorized
the following amendments to the Corporation's Bylaws, as amended:
1. Section 1 of Article VII of the Bylaws is to be deleted in its entirety and
replaced by the following:
"Section 1. CERTIFICATES
Shares of the Corporation's capital stock may be certificated or
uncertificated, as provided under Maryland law, and this Section 1 of
this Article VII shall not be interpreted to limit the authority of
the Board of Directors to issue some or all of the shares of capital
stock of any or all of the Corporation's classes or series without
certificates. Each stockholder, upon written request to the Secretary
of the Corporation, shall be entitled to a certificate or certificates
which shall evidence and certify the number of shares of each class or
series of the Corporation's capital stock held by the stockholder.
Each certificate shall be signed by the Chief Executive Officer, the
President or a Vice President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and may
be sealed with the actual seal or a facsimile thereof, if any, of the
Corporation. The signatures may be either manual or facsimile.
Certificates shall be consecutively numbered; and if the Corporation
shall, from time to time, issue several classes or series of stock,
each class or series may have its own number sequence. A certificate
is valid and may be issued whether or not an officer who signed it is
still an officer when it is issued. Each stock certificate shall
include on its face the name of the Corporation, the name of the
stockholder or other person to whom it is issued, and the class of
stock and number of shares it represents. Each certificate
representing shares which are restricted as to their transferability
or voting powers, which are preferred or limited as to their dividends
or as to their allocable portion of the assets upon liquidation or
which are redeemable at the option of the Corporation, shall have a
statement of such restriction, limitation, preference or redemption
provision, or a summary thereof, plainly stated on the certificate. In
lieu of such statement or summary, the Corporation may set forth upon
the face or back of the certificate a statement that the Corporation
will furnish to any stockholder, upon request made to the Secretary
and without charge, a full statement of such information. A
certificate may not be issued until the stock represented by it is
fully paid. If any or all of the Corporation's classes or series of
capital stock are issued without certificates, the Corporation shall
provide each stockholder a written statement
that includes the information that is required to be included on the
face of a stock certificate."
2. Section 2 of Article VII of the Bylaws is to be deleted in its entirety and
replaced by the following:
"Section 2. TRANSFERS
The Board of Directors shall have the power and authority to make
such rules and regulations as it may deem expedient concerning the
issue, transfer and registration of capital stock; and may appoint
transfer agents and registrars thereof. The duties of the transfer
agent and registrar may be combined."
The foregoing is certified as an amendment to the Bylaws of the
Corporation, adopted by a majority of the Board of Directors effective as of
July 16, 2007.
/s/ N. KEITH MCKEY
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N. Keith McKey
Secretary