EXHIBIT 3.3
BYLAWS OF
CORNERSTONE CORE PROPERTIES REIT, INC.
ARTICLE 1
OFFICES
1.1 PRINCIPAL OFFICE. The principal office of the Company in the State of
Maryland shall be located at such place as the Board of Directors may designate.
1.2 ADDITIONAL OFFICES. The Company may have additional offices, including
a principal executive office, at such places as the Board of Directors may from
time to time determine or the business of the Company may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
2.1 PLACE. All meetings of Stockholders shall be held at the principal
office of the Company or at such other place as shall be set by the Board of
Directors and stated in the notice of the meeting.
2.2 ANNUAL MEETING. An annual meeting of the Stockholders for the election
of Directors and the transaction of any business within the powers of the
Company shall be held on a date and at the time set by the Board of Directors
during the month of May in each year.
2.3 SPECIAL MEETINGS. Special meetings of the Stockholders may be called
by the President, a majority of the Board of Directors or a majority of the
Independent Directors (as defined in the charter of the Company), and shall be
called by an officer of the Company upon the written request of Stockholders
entitled to cast not less than ten percent of all the votes entitled to be cast
at such meeting. Such request shall state the purpose of such meeting and the
matters proposed to be acted on at such meeting. Within ten days after receipt
of such a written request, the secretary of the Company shall inform the
Stockholders who made such request of the reasonably estimated cost of preparing
and mailing notice of the meeting; and within ten days of his or her receipt of
payment of such costs the secretary shall give written notice of such meeting
and the purposes thereof to all Stockholders, with such meeting to be held not
less than 15 days nor more than 60 days after distribution of such notice. Such
meeting shall be at the time and place specified in the request, and if none is
specified, at a time and place convenient to Stockholders. If there are no
Directors, the officers of the Company shall promptly call a special meeting of
the Stockholders entitled to vote for the election of successor Directors.
2.4 NOTICE. Except as provided otherwise in Section 2.3 of this Article 2
above for special meetings, not less than ten nor more than 90 days before each
meeting of Stockholders, the secretary shall give to each Stockholder not
entitled to vote who is entitled to notice of the meeting written or printed
notice stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the purpose for which
the meeting is called, either by mail, by presenting it to such Stockholder
personally, by leaving it at his 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 when deposited in the United States mail addressed to the Stockholder
at his post office address as it appears on the records of the Company, with
postage thereon prepaid.
2.5 SCOPE OF NOTICE. Subject to Section 2.12, any business of the Company
may be transacted at an annual meeting of Stockholders without being
specifically designated in the notice, except for such business as is required
by any statute to be stated in such notice. No business shall be transacted at a
special meeting of Stockholders except as specifically designated in the notice.
2.6 ORGANIZATION AND CONDUCT. Every meeting of Stockholders shall be
conducted by an individual appointed by the Board of Directors to be chairman of
the meeting or, in the absence of such appointment, by the chairman of the board
or, in the case of a vacancy in the office or absence of the chairman of the
board, by one of the following officers present at the meeting: the vice
chairman of the board, if there be one, the president, the vice presidents in
their order of rank and seniority, or, in the absence of such officers, a
chairman chosen by the Stockholders by the vote of a majority of the votes cast
by Stockholders 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
Directors or, in the absence of such appointment, an individual appointed by the
chairman of the meeting shall act as secretary. In the event that the secretary
presides at a meeting of the Stockholders, an assistant secretary, or in the
absence of assistant secretaries, an individual appointed by the Board of
Directors or the chairman of the meeting, shall record the minutes of the
meeting. The order of business and all other matters of procedure at any meeting
of Stockholders shall be determined by the chairman of the meeting. The chairman
of the meeting may prescribe such rules, regulations and procedures and take
such action as, in the discretion of such chairman, 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 Stockholders of record of the Company, their duly
authorized proxies and other such individuals as the chairman of the meeting may
determine; (c) limiting participation at the meeting on any matter to
Stockholders of record of the Company entitled to vote on such matter, their
duly authorized proxies and other such individuals as the chairman of the
meeting may determine; (d) limiting the time allotted to questions or comments
by participants; (e) determining when the polls should be opened and closed; (f)
maintaining order and security at the meeting; (g) removing any Stockholder or
any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (h) concluding a
meeting or recessing or adjourning the meeting to a later date and time and at a
place announced at the meeting. Unless otherwise determined by the chairman of
the meeting, meetings of Stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
2.7 QUORUM. At any meeting of Stockholders, the presence in person or by
proxy of Stockholders entitled to cast a majority of all the votes entitled to
be cast at such meeting shall constitute a quorum; but this section shall not
affect any requirement under any statute or the charter of the Company for the
vote necessary for the adoption of any measure. If, however, such quorum shall
not be present at any meeting of the Stockholders, the chairman of the meeting,
shall have the power to adjourn the meeting from time to time to a date not more
than 120 days after the original record date without notice other than
announcement at the meeting. 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 Stockholders present either in person or by proxy, at a meeting which
has been duly called and convened, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Stockholders to leave less
than a quorum.
2.8 VOTING. A majority of Stockholders present in person or by proxy at an
annual meeting at which a quorum is present may, without the necessity for
concurrence by the Board of Directors, vote to elect a Director. Each share may
be voted for as many individuals as there are Directors to be elected and for
whose election the share is entitled to be voted. A majority of the votes cast
at a meeting of Stockholders duly called and at which a quorum is present shall
be sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by statute or
by the charter of the Company. Unless otherwise provided by statute or by the
charter, each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of Stockholders.
2.9 PROXIES. A Stockholder may cast the votes entitled to be cast by the
shares of stock owned of record by him, either in person or by proxy executed by
the Stockholder or by his duly authorized agent in any manner permitted by law.
Such proxy or evidence of authorization of such proxy shall be filed with the
secretary of the Company before or at the meeting. No proxy shall be valid more
than eleven months after its date unless otherwise provided in the proxy.
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2.10 SPECIAL VOTING PROVISIONS.
(a) VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Company
registered in the name of a corporation, partnership, trust or other entity, if
entitled to be voted, may be voted by an officer thereof, a general partner or
trustee 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 stock pursuant to a bylaw or a resolution of the governing body of such
corporation or other entity or agreement of the partners of a partnership
presents a certified copy of such bylaw, resolution or agreement, in which case
such person may vote such stock. Any Director or other fiduciary may vote stock
registered in his name as such fiduciary, either in person or by proxy.
Shares of stock of the Company directly or indirectly owned by it
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 Stockholder may certify in writing to the Company that any shares of stock
registered in the name of the Stockholder are held for the account of a
specified person other than the Stockholder. The resolution shall set forth the
class of Stockholders 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 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 Stockholder
who makes the certification.
(b) EXEMPTION FROM CONTROL SHARE ACQUISITION STATUTE.
Notwithstanding any other provision of the charter of the Company 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 stock of the Company. 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.
2.11 INSPECTORS. The Board of Directors, in advance of any meeting, may,
but need not, appoint one or more individual inspectors or one or more entities
that designate individuals as inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the Board of Directors in advance
of the meeting or at the meeting by the chairman of the meeting. The inspectors,
if any, shall determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all Stockholders. Each such report shall be in writing and signed by
him or her 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.
2.12 ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER
STOCKHOLDER PROPOSALS.
(a) Annual Meetings of Stockholders. (1) Nominations of individuals
for election to the Board of Directors and the proposal of other business to be
considered by the Stockholders may be made at an annual meeting of Stockholders
(i) pursuant to the Company's notice of meeting, (ii) by or at the direction of
the Board of Directors or (iii) by any Stockholder of the Company who was a
Stockholder of record both at the time of giving of notice by the Stockholder as
provided for in this Section 2.12(a) and at the time of the annual meeting, who
is entitled to vote at the meeting and who has complied with this Section
2.12(a).
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(2) For nominations or other business to be properly brought before
an annual meeting by a Stockholder pursuant to clause (iii) of paragraph (a)(1)
of this Section 2.12, the Stockholder must have given timely notice thereof in
writing to the secretary of the Company and such other business must otherwise
be a proper matter for action by the Stockholders. To be timely, a Stockholder's
notice shall set forth all information required under this Section 2.12 and
shall be delivered to the secretary at the principal executive office of the
Company not earlier than the 150th day nor later than 5:00 p.m., Pacific Time,
on the 120th day prior to the first anniversary of the date of mailing of the
notice for the preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced or delayed by more than 30
days from the first anniversary of the date of the preceding year's annual
meeting, notice by the Stockholder to be timely must be so delivered not earlier
than the 150th day prior to the date of such annual meeting and not later than
5:00 p.m., Pacific Time, on the later of the 120th day prior to the date of such
annual meeting or the tenth day following the day on which public announcement
of the date of such meeting is first made. The public announcement of a
postponement or adjournment of an annual meeting shall not commence a new time
period for the giving of a Stockholder's notice as described above. Such
Stockholder's notice shall set forth (i) as to each individual whom the
Stockholder proposes to nominate for election or reelection as a Director, (A)
the name, age, business address and residence address of such individual, (B)
the class, series and number of any shares of stock of the Company that are
beneficially owned by such individual, (C) the date such shares were acquired
and the investment intent of such acquisition and (D) all other information
relating to such individual that is required to be disclosed in solicitations of
proxies for election of Directors in an election contest (even if an election
contest is not involved), or is otherwise required, in each case pursuant to
Regulation 14A (or any successor provision) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules thereunder (including such
individual's written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected); (ii) as to any other business that the
Stockholder proposes to bring before the meeting, a description of such
business, the reasons for proposing such business at the meeting and any
material interest in such business of such Stockholder and any Stockholder
Associated Person (as defined below), individually or in the aggregate,
including any anticipated benefit to the Stockholder and the Stockholder
Associated Person therefrom; (iii) as to the Stockholder giving the notice and
any Stockholder Associated Person, the class, series and number of all shares of
stock of the Company which are owned by such Stockholder and by such Stockholder
Associated Person, if any, and the nominee holder for, and number of, shares
owned beneficially but not of record by such Stockholder and by any such
Stockholder Associated Person; (iv) as to the Stockholder giving the notice and
any Stockholder Associated Person covered by clauses (ii) or (iii) of this
paragraph (2) of this Section 2.12(a), the name and address of such Stockholder,
as they appear on the Company's stock ledger and current name and address, if
different, and of such Stockholder Associated Person; and (v) to the extent
known by the Stockholder giving the notice, the name and address of any other
Stockholder supporting the nominee for election or reelection as a Director or
the proposal of other business on the date of such Stockholder's notice.
(3) Notwithstanding anything in this subsection (a) of this Section
2.12 to the contrary, in the event the Board of Directors increases or decreases
the maximum or minimum number of Directors in accordance with Article III,
Section 3.2 of these Bylaws, and there is no public announcement of such action
at least 130 days prior to the first anniversary of the date of mailing of the
notice of the preceding year's annual meeting, a Stockholder's notice required
by this Section 2.12(a) shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
delivered to the secretary at the principal executive office of the Company not
later than 5:00 p.m., Pacific Time, on the tenth day following the day on which
such public announcement is first made by the Company.
(4) For purposes of this Section 2.12, "Stockholder Associated
Person" of any Stockholder shall mean (i) any person controlling, directly or
indirectly, or acting in concert with, such Stockholder, (ii) any beneficial
owner of shares of stock of the Company owned of record or beneficially by such
Stockholder and (iii) any person controlling, controlled by or under common
control with such Stockholder Associated Person.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of Stockholders as shall have been brought before
the meeting pursuant to the Company's notice of meeting. Nominations of
individuals for election to the Board of Directors may be made at a special
meeting of Stockholders at which Directors are to be elected (i) pursuant to the
Company's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
Directors shall be
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elected at such special meeting, by any Stockholder of the Company who is a
Stockholder of record both at the time of giving of notice provided for in this
Section 2.12 and at the time of the special meeting, who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 2.12. In the event the Company calls a special meeting of Stockholders
for the purpose of electing one or more individuals to the Board of Directors,
any such Stockholder may nominate an individual or individuals (as the case may
be) for election as a Director as specified in the Company's notice of meeting,
if the Stockholder's notice required by paragraph (2) of this Section 2.12(a)
shall be delivered to the secretary at the principal executive office of the
Company not earlier than the 150th day prior to such special meeting and not
later than 5:00 p.m., Pacific Time on the later of the 120th day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. The public announcement of
a postponement or adjournment of a special meeting shall not commence a new time
period for the giving of a Stockholder's notice as described above.
(c) GENERAL. (1) Upon written request by the secretary or the Board
of Directors or any committee thereof, any Stockholder proposing a nominee for
election as a Director or any proposal for other business at a meeting of
Stockholders shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Company, to demonstrate the
accuracy of any information submitted by the Stockholder pursuant to this
Section 2.12. If a Stockholder fails to provide such written verification within
such period, the information as to which written verification was requested may
be deemed not to have been provided in accordance with this Section 2.12.
(2) Only such individuals who are nominated in accordance with
this Section 2.12 shall be eligible for election by Stockholders as Directors,
and only such business shall be conducted at a meeting of Stockholders as shall
have been brought before the meeting in accordance with this Section 2.12. The
chairman of the meeting shall have the power to determine whether a nomination
or any other business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with this Section 2.12.
(3) For purposes of this Section 2.12, (a) the "date of
mailing of the notice" shall mean the date of the proxy statement for the
solicitation of proxies for election of Directors and (b) "public announcement"
shall mean disclosure (i) in a press release reported by the Dow Jones News
Service, Associated Press, Business Wire, PR Newswire or comparable news service
or (ii) in a document publicly filed by the Company with the Securities and
Exchange Commission pursuant to the Exchange Act.
(4) Notwithstanding the foregoing provisions of this Section
2.12, a Stockholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 2.12. Nothing in this Section
2.12 shall be deemed to affect any right of a Stockholder to request inclusion
of a proposal in, nor the right of the Company to omit a proposal from, the
Company's proxy statement pursuant to Rule 14a-8 (or any successor provision)
under the Exchange Act.
2.13 VOTING BY BALLOT. Voting on any question or in any election may be
viva voce unless the chairman of the meeting shall order that voting be by
ballot.
ARTICLE 3
DIRECTORS
3.1 GENERAL POWERS. The business and affairs of the Company shall be
managed under the direction of its Board of Directors.
3.2 NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at any
special meeting called for that purpose, a majority of the entire Board of
Directors may establish, increase or decrease the number of Directors, provided
that the number thereof shall never be less than three, nor more than 15, and
further provided that the tenure of office of a Director shall not be affected
by any decrease in the number of Directors. A majority of the Board of Directors
will be Independent Directors, except for a period of up to 60 days after the
death, removal or resignation of an Independent Director pending the election of
such Independent Director's successor. The remaining Directors will be
individuals nominated by the Advisor (as defined in the charter of the Company),
provided that such
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director nominees are either directors of the Advisor or have been elected by
the board of directors of the Advisor as executive officers of the Advisor.
3.3 ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held immediately after and at the same place as the annual
meeting of Stockholders, no notice other than this Bylaw being necessary. In the
event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors. The Board of Directors may provide,
by resolution, the time and place for the holding of regular meetings of the
Board of Directors without other notice than such resolution.
3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the chairman of the board or president or by a
majority of the Directors then in office. The person or persons authorized to
call special meetings of the Board of Directors may fix any place, either within
or without the State of Maryland, as the place for holding any special meeting
of the Board of Directors called by them. The Board of Directors may provide, by
resolution, the time and place for the holding of special meetings of the Board
of Directors without other notice than such resolution.
3.5 NOTICE. Notice of any special meeting of the Board of Directors shall
be delivered personally or by telephone, electronic mail, facsimile
transmission, United States mail or courier to each Director at his business or
residence address. Notice by personal delivery, telephone, electronic mail or
facsimile transmission shall be given at least 24 hours prior to the meeting.
Notice by United States mail shall be given at least three days prior to the
meeting. Notice by courier shall be given at least two days prior to the
meeting. Telephone notice shall be deemed to be given when the Director or his
agent is personally given such notice in a telephone call to which the Director
or his agent is a party. Electronic mail notice shall be deemed to be given upon
transmission of the message to the electronic mail address given to the Company
by the Director. Facsimile transmission notice shall be deemed to be given upon
completion of the transmission of the message to the number given to the Company
by the Director and receipt of a completed answer-back indicating receipt.
Notice by United States mail shall be deemed to be given when deposited in the
United States mail properly addressed, with postage thereon prepaid. Notice by
courier shall be deemed to be given when deposited with or delivered to a
courier properly addressed. Neither the business to be transacted at, nor the
purpose of, any annual, regular or special meeting of the Board of Directors
need be stated in the notice, unless specifically required by statute or these
Bylaws.
3.6 QUORUM. A majority of the Directors shall constitute a quorum for
transaction of business at any meeting of the Board of Directors, provided that,
if less than a majority of such Directors are present at said meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice and provided further that if, pursuant to applicable law,
the charter or these Bylaws, the vote of a majority of a particular group of
Directors is required for action, a quorum must also include a majority of such
group.
The Directors present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Directors to leave less than a quorum.
3.7 VOTING.
(a) The action of the majority of the Directors present at a meeting
at which a quorum is present shall be the action of the Board of Directors,
unless the concurrence of a greater proportion is required for such action by
applicable law, the charter or these Bylaws.
(b) Any action pertaining to any transaction in which the Company is
purchasing, selling, leasing or mortgaging any real estate asset, making a joint
venture investment or engaging in any other transaction in which an advisor,
Director or officer of the Company, any affiliated lessee or affiliated contract
manager of any property of the Company or any affiliate of the foregoing has any
direct or indirect interest other than as a result of their status as a
Director, officer or Stockholder of the Company, shall be approved by the
affirmative vote of a majority of the Independent Directors, even if the
Independent Directors constitute less than a quorum.
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If enough Directors have withdrawn from a meeting to leave less than a
quorum but the meeting is not adjourned, the action of the majority of that
number of Directors necessary to constitute a quorum at such meeting shall be
the action of the Board of Directors, unless the concurrence of a greater
proportion is required for such action by applicable law, the charter or these
Bylaws.
3.8. ORGANIZATION. At each meeting of the Board of Directors, the chairman
of the board or, in the absence of the chairman, the vice chairman of the board,
if any, shall act as chairman of the meeting. In the absence of both the
chairman and vice chairman of the board, the chief executive officer or in the
absence of the chief executive officer, the president or in the absence of the
president, a Director chosen by a majority of the Directors present, shall act
as chairman of the meeting. The secretary or, in his or her absence, an
assistant secretary of the Company, or in the absence of the secretary and all
assistant secretaries, an individual appointed by the Chairman, shall act as
secretary of the meeting.
3.9 TELEPHONE MEETINGS. Directors may participate in a meeting by means of
a conference telephone or other communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in person at the meeting.
3.10 CONSENT OF DIRECTORS WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a consent in writing or by electronic transmission to such
action is given by each Director and is filed with the minutes of proceedings of
the Board of Directors.
3.11 VACANCIES. If for any reason any or all the Directors cease to be
Directors, such event shall not terminate the Company or affect these Bylaws or
the powers of the remaining Directors hereunder (even if fewer than three
Directors remained). Except as may be provided by the Board of Directors in
setting the terms of any class or series of preferred stock, any vacancy on the
Board of Directors for any cause shall be filled by a majority of the remaining
Directors, although such majority is less than a quorum. Any individual so
elected as Director shall hold office until the next annual meeting of
Stockholders and until his successor is elected and qualifies.
3.12 COMPENSATION. Directors shall not receive any stated salary for their
services as Directors but, by resolution of the Board of Directors, may receive
fixed sums per quarter or per meeting and/or per visit to real property or other
facilities owned or leased by the Company and for any service or activity they
performed or engaged in as Directors. Directors may receive options or warrants
pursuant to stock option plans or warrant plans that may be adopted by the
Company, and may be reimbursed for expenses of attendance, if any, at each
annual, regular or special meeting of the Board of Directors or of any committee
thereof and for their expenses, if any, in connection with each property visit
and other service or activity they performed or engaged in as Directors; but
nothing herein contained shall be construed to preclude any Directors from
serving the Company in any other capacity and receiving compensation therefor.
3.13 LOSS OF DEPOSITS. No Director shall be liable for any loss which may
occur by reason of the failure of the bank, trust company, savings and loan
association, or other institution with whom monies or stock have been deposited.
3.14 SURETY BONDS. Unless required by law, no Director shall be obligated
to give any bond or surety or other security for the performance of any of his
duties.
3.15 RELIANCE. Each Director, officer, employee and agent of the Company
shall, in the performance of his duties with respect to the Company, be fully
justified and protected with regard to any act or failure to act in reliance in
good faith upon the books of account or other records of the Company, upon an
opinion of counsel or upon reports made to the Company by any of its officers or
employees or by the adviser, accountants, appraisers or other experts or
consultants selected by the Board of Directors or officers of the Company,
regardless of whether such counsel or expert may also be a Director.
3.16 CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The
Directors shall have no responsibility to devote their full time to the affairs
of the Company. Any Director or officer, employee
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or agent of the Company, in his personal capacity or in a capacity as an
affiliate, employee, or agent of any other person, or otherwise, may have
business interests and engage in business activities similar to or in addition
to or in competition with those of or relating to the Company.
ARTICLE 4
COMMITTEES
4.1 NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint
from among its members committees, composed of one or more Directors, to serve
at the pleasure of the Board of Directors. A majority of each committee shall
consist of Independent Directors (as defined in the charter of the Company).
4.2 POWERS. The Board of Directors may delegate to committees appointed
under Section 4.1 of this Article any of the powers of the Board of Directors,
except as prohibited by law.
4.3 MEETINGS. Notice of committee meetings shall be given in the same
manner as notice for special meetings of the Board of Directors. A majority of
the members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members present at a meeting shall be the act of such committee. The Board of
Directors may designate a chairman of any committee, and such chairman or, in
the absence of such chairman, any two members of any committee (if there are at
least two members of the committee) may fix the time and place of its meeting
unless the Board shall otherwise provide. In the absence of any member of any
such committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another Director to act in the place of such
absent member. Each committee shall keep minutes of its proceedings.
4.4 TELEPHONE MEETINGS. Members of a committee of the Board of Directors
may participate in a meeting by means of a conference telephone or other
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.
4.5 CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of a committee of the Board of Directors
may be taken without a meeting, if a consent in writing or by electronic
transmission to such action is given by each member of the committee and is
filed with the minutes of proceedings of such committee.
4.6 VACANCIES. Subject to the provisions hereof, the Board of Directors
shall have the power at any time to change the membership of any committee, to
fill all vacancies, to designate alternate members to replace any absent or
disqualified member or to dissolve any such committee.
ARTICLE 5
OFFICERS
5.1 GENERAL PROVISIONS. The officers of the Company shall include a
President, a Treasurer and a Secretary and may include a chairman of the board,
a vice chairman of the board, a chief executive officer, one or more vice
presidents, a chief operating officer, a chief financial officer, one or more
assistant secretaries and one or more assistant treasurers. In addition, the
Board of Directors may from time to time elect such other officers with such
powers and duties as it shall deem necessary or desirable. The officers of the
Company shall be elected annually by the Board of Directors, except that the
chief executive officer or president may from time to time appoint one or more
vice presidents, assistant secretaries and assistant treasurers or other
officers. Each officer shall hold office until his successor is elected and
qualifies or until his death or his resignation or removal in the manner
hereinafter provided. Any two or more offices except president and vice
president may be held by the same person. Election of an officer or agent shall
not itself create contract rights between the Company and such officer or agent.
5.2 REMOVAL AND RESIGNATION. Any officer or agent of the Company may be
removed, with or without cause, by the Board of Directors if in its judgment the
best interests of the Company would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any
officer of the
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Company may resign at any time by giving written notice of his resignation to
the Board of Directors, the chairman of the board, the president or the
secretary. Any resignation shall take effect immediately upon its receipt or at
such later time specified in the notice of resignation. The acceptance of a
resignation shall not be necessary to make it effective unless otherwise stated
in the resignation. Such resignation shall be without prejudice to the contract
rights, if any, of the Company.
5.3 VACANCIES. A vacancy in any office may be filled by the Board of
Directors for the balance of the term.
5.4 CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief
executive officer. In the absence of such designation, the chairman of the board
shall be the chief executive officer of the Company. The chief executive officer
shall have general responsibility for implementation of the policies of the
Company, as determined by the Board of Directors, and for the management of the
business and affairs of the Company. He may execute any deed, mortgage, bond,
contract or other instrument, except in cases where the execution thereof shall
be expressly delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Company or shall be required by law to be
otherwise executed; and in general shall perform all duties incident to the
office of chief executive officer and such other duties as may be prescribed by
the Board of Directors from time to time.
5.5 CHIEF OPERATING OFFICER. The Board of Directors may designate a chief
operating officer. The chief operating officer shall have the responsibilities
and duties as set forth by the Board of Directors or the chief executive
officer.
5.6 CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief
financial officer. The chief financial officer shall have the responsibilities
and duties as set forth by the Board of Directors or the chief executive
officer.
5.7 CHAIRMAN OF THE BOARD. The Board of Directors shall designate a
chairman of the board. The chairman of the board shall preside over the meetings
of the Board of Directors and of the Stockholders at which he shall be present.
The chairman of the board shall perform such other duties as may be assigned to
him by the Board of Directors.
5.8 PRESIDENT. In the absence of a chief executive officer, the president
shall in general supervise and control all of the business and affairs of the
Company. In the absence of a designation of a chief operating officer by the
Board of Directors, the president shall be the chief operating officer. He may
execute any deed, mortgage, bond, contract or other instrument, except in cases
where the execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Company or
shall be required by law to be otherwise executed; and in general shall perform
all duties incident to the office of president and such other duties as may be
prescribed by the Board of Directors from time to time.
5.9 VICE PRESIDENTS. In the absence of the president or in the event of a
vacancy in such office, the vice president (or in the event there be more than
one vice president, the vice presidents in the order designated at the time of
their election or, in the absence of any designation, then in the order of their
election) shall perform the duties of the president and when so acting shall
have all the powers of and be subject to all the restrictions upon the
president; and shall perform such other duties as from time to time may be
assigned to him by the president or by the Board of Directors. The Board of
Directors may designate one or more vice presidents as executive vice president
or as vice president for particular areas of responsibility.
5.10 SECRETARY. The secretary shall (a) keep the minutes of the
proceedings of the Stockholders, the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal of
the Company; (d) keep a register of the post office address of each Stockholder
which shall be furnished to the secretary by such Stockholder; (e) have general
charge of the share transfer books of the Company; and (f) in general perform
such other duties as from time to time may be assigned to him by the chief
executive officer, the president or by the Board of Directors.
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5.11 TREASURER. The treasurer shall have the custody of the funds and
securities of the Company and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Company and shall deposit all moneys
and other valuable effects in the name and to the credit of the Company in such
depositories as may be designated by the Board of Directors. In the absence of a
designation of a chief financial officer by the Board of Directors, the
treasurer shall be the chief financial officer of the Company.
The treasurer shall disburse the funds of the Company as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and Board of Directors, at the
regular meetings of the Board of Directors or whenever it may so require, an
account of all his transactions as treasurer and of the financial condition of
the Company.
If required by the Board of Directors, the treasurer shall give the
Company a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Company, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, monies and other property of whatever kind in his possession or under
his or her control belonging to the Company.
5.12 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or treasurer, respectively, or by the
president or the Board of Directors. The assistant treasurers shall, if required
by the Board of Directors, give bonds for the faithful performance of their
duties in such sums and with such surety or sureties as shall be satisfactory to
the Board of Directors.
5.13 SALARIES. The salaries and other compensation of the officers shall
be fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary or other compensation by reason of the fact
that he or she is also a Director.
ARTICLE 6
CONTRACTS, LOANS, CHECKS AND DEPOSITS
6.1 CONTRACTS. The Board of Directors or a committee of the Board of
Directors within the scope of its delegated authority may authorize any officer
or agent to enter into any contract or to execute and deliver any instrument in
the name of and on behalf of the Company and such authority may be general or
confined to specific instances. Any agreement, deed, mortgage, lease or other
document executed by one or more of the Directors or by an authorized person
shall be valid and binding upon the Company when authorized or ratified by
action of the Board of Directors or such committee and executed by an authorized
person.
6.2 CHECKS AND DRAFTS. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Company shall be signed by such officer or agent of the Company in such manner
as shall from time to time be determined by the Board of Directors.
6.3 DEPOSITS. All funds of the Company not otherwise employed shall be
deposited from time to time to the credit of the Company in such banks, trust
companies or other depositories as the Board of Directors may designate.
ARTICLE 7
STOCK
7.1 CERTIFICATES; REQUIRED INFORMATION. In the event that the Company
issues shares of stock represented by certificates, such certificates shall be
signed by the officers of the Company in the manner permitted by the MGCL and
contain the statements and information required by the MGCL. In the event that
the Company issues shares of stock without certificates, the Company shall
provide to holders of such shares a written statement of the information
required by the MGCL to be included on stock certificates.
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7.2 TRANSFERS WHEN CERTIFICATES ISSUED. Upon surrender to the Company or
the transfer agent of the Company of a stock certificate duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Company shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
The Company shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share or
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Maryland.
Notwithstanding the foregoing, transfers of shares of any class of
stock will be subject in all respects to the charter of the Company and all of
the terms and conditions contained therein.
7.3 REPLACEMENT CERTIFICATE. Any officer designated by the Board of
Directors may direct a new certificate to be issued in place of any certificate
previously issued by the Company alleged to have been lost, stolen or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost, stolen or destroyed. When authorizing the issuance of a
new certificate, an officer designated by the Board of Directors may, in his or
her discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or the owner's legal
representative to advertise the same in such manner as he or she shall require
and/or to give bond, with sufficient surety, to the Company to indemnify it
against any loss or claim which may arise as a result of the issuance of a new
certificate.
7.4 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of
Directors may set, in advance, a record date for the purpose of determining
Stockholders entitled to notice of or to vote at any meeting of Stockholders or
determining Stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of
Stockholders for any other proper purpose. Such date, in any case, shall not be
prior to the close of business on the day the record date is fixed and shall be
not more than 90 days and, in the case of a meeting of Stockholders, not less
than ten days, before the date on which the meeting or particular action
requiring such determination of Stockholders of record is to be held or taken.
In lieu of fixing a record date, the Board of Directors may provide
that the stock transfer books shall be closed for stated period but not longer
than 20 days. If the stock transfer books are closed for the purpose of
determining Stockholders entitled to notice of or to vote at a meeting of
Stockholders, such books shall be closed for at least ten days before the date
of such meeting.
If no record date is fixed and stock transfer books are not closed
for the determination of Stockholders, (a) the record date for the determination
of Stockholders entitled to notice of or to vote at a meeting of Stockholders
shall be at the close of business on the day on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting; and (b) the record date for the determination of Stockholders entitled
to receive payment of a dividend or an allotment of any other rights shall be
the close of business on the day on which the resolution of the Directors,
declaring the divided or allotment of rights, is adopted.
When a determination of Stockholders entitled to vote at any meeting
of Stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except when (i) the determination has
been made through the closing of the transfer books and the stated period of
closing has expired or (ii) the meeting is adjourned to a date more than 120
days after the record date fixed for the original meeting, in either of which
case a new record date shall be determined as set forth herein.
7.5 STOCK LEDGER. The Company shall maintain at its principal office or at
the office of its counsel, accountants or transfer agent, an original or
duplicate stock ledger containing the name and address of each Stockholder and
the number of shares of each class held by such Stockholder.
7.6 FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issue
fractional stock or provide for the issuance of scrip, all on such terms and
under such conditions as they may determine. Notwithstanding any other provision
of the charter or these Bylaws, the Board of Directors may issue units
consisting
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of different securities of the Company. Any security issued in a unit shall have
the same characteristics as any identical securities issued by the Company,
except that the Board of Directors may provide that for a specified period
securities of the Company issued in such unit may be transferred on the books of
the Company only in such unit.
ARTICLE 8
ACCOUNTING YEAR
The Board of Directors shall have the power, from time to time, to fix the
fiscal year of the Company by a duly adopted resolution provided that the
fiscal year of the Company shall be the calendar year for all taxable periods
prior to any termination or revocation of qualification of the Company as a real
estate investment trust under the Internal Revenue Code.
ARTICLE 9
DISTRIBUTIONS
9.1 AUTHORIZATION. Dividends and other distributions upon the stock of the
Company may be authorized by the Board of Directors, subject to the provisions
of law and the charter of the Company. Dividends and other distributions may be
paid in cash, property or stock of the Company, subject to the provisions of law
and the charter.
9.2 CONTINGENCIES. Subject to distributions required to be made by the
Company in order to maintain its status as a real estate investment trust under
the Internal Revenue Code, before payment of any dividends or other
distributions, there may be set aside out of any assets of the Company available
for dividends or other distributions such sum or sums as the Board of Directors
may from time to time, in its absolute discretion, think proper as a reserve
fund for contingencies, for equalizing any property of the Company or for such
other purpose as the Board of Directors shall determine to be in the best
interests of the Company, and the Board of Directors may modify or abolish any
such reserve.
ARTICLE 10
INVESTMENT POLICY
Subject to the provisions of the charter of the Company, the Board of
Directors may from time to time adopt, amend, revise or terminate any policy or
policies with respect to investments by the Company as it shall deem appropriate
in its sole discretion.
ARTICLE 11
SEAL
11.1 SEAL. The Board of Directors may authorize the adoption of a seal by
the Company. The seal shall contain the name of the Company and the year of its
incorporation and the words "Incorporated Maryland." The Board of Directors may
authorize one or more duplicate seals and provide for the custody thereof.
11.2 AFFIXING SEAL. Whenever the Company is permitted or required to affix
its seal to a document, it shall be sufficient to meet the requirements of any
law, rule or regulation relating to a seal to place the word "(SEAL)" adjacent
to the signature of the person authorized to execute the document on behalf of
the Company.
ARTICLE 12
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to the charter of the
Company or these Bylaws or pursuant to applicable law, 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 statute. The attendance of any person at any meeting shall constitute a
waiver of notice of such meeting, except where
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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.
ARTICLE 13
AMENDMENT OF BYLAWS
The Board of Directors shall have the exclusive power to adopt, alter or
repeal any provision of these Bylaws and to make new Bylaws.
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