EXHIBIT 3.6
BYLAWS
OF
POST PROPERTIES, INC.
(as Amended and Restated as of March 22, 2003)
ARTICLE I
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at such place,
either within or without the State of Georgia, on such date, and at such time,
as the Board of Directors may by resolution provide, or if the Board of
Directors fails to provide, then such meeting shall be held at the principal
office of the Corporation at 10:00 a.m., local time, on the fourth Tuesday in
April of each year, if not a legal holiday under the laws of the State of
Georgia, and if a legal holiday, on the next succeeding business day. The Board
of Directors may specify by resolution prior to any special meeting of
shareholders held within the year that such meeting shall be in lieu of the
annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders may be called by the Board of Directors, by the Chairman of the
Board of Directors, by the President, or by the Corporation upon the written
request (which request shall set forth the purpose or purposes of the meeting)
of the shareholders of record (as established pursuant to Section 6(b) of
Article I of these Bylaws) of outstanding shares representing more than 50% of
all the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. In the event such meeting is called by the Board of
Directors, the Chairman of the Board, or the President, such meeting may be held
at such place, either within or without the State of Georgia, as is stated in
the call and notice thereof. If such meeting is called at the request of
shareholders as provided in this Section 2, then such meeting shall be held at
such place in the State of Georgia as is stated in the notice thereof.
SECTION 3. NOTICE OF MEETINGS. A written or printed notice
stating the place, day and hour of the meeting, and in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered or mailed by the Secretary of the Corporation to each holder of record
of stock of the Corporation at the time entitled to vote, at his address as it
appears upon the records of the Corporation, not less than 10 nor more than 60
days prior to such meeting. If the Secretary fails to give such notice within 20
days after the call of a meeting, the person calling or requesting such meeting,
or any person designated by them, may give such notice. Notice of such meeting
may be waived in writing by any shareholder. Notice of any adjourned meeting of
the shareholders shall not be required if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, unless the Board of Directors sets a new record date for such meeting in
which case notice shall be given in the manner provided in this Section 3.
SECTION 4. QUORUM AND SHAREHOLDER VOTE. A quorum for action on
any subject matter at any annual or special meeting of shareholders shall exist
when the holders of shares entitled to vote a majority of the votes entitled to
be cast on such subject matter are represented in person or by proxy at such
meeting. If a quorum is present, the affirmative vote of such number of shares
as is required by the Georgia Business Corporation Code (as in effect at the
time the vote is taken), for approval of the subject matter being voted upon,
shall be the act of the shareholders, unless a greater vote is required by the
Articles of Incorporation or these Bylaws. If a quorum is not present, a meeting
of shareholders may be adjourned from time to time by the vote of shares having
a majority of the votes of the shares represented at such meeting, until a
quorum is present. When a quorum is present at the reconvening of any adjourned
meeting, and if the requirements of Section 3 of this Article I have been
observed, then any business may be transacted at such reconvened meeting in the
same manner and to the same extent as it might have been transacted at the
meeting as originally noticed.
SECTION 5. PROXIES. A shareholder may vote either in person or
by proxy duly executed in writing by the shareholder. Unless written notice to
the contrary is delivered to the Corporation by the shareholder, a proxy for any
meeting shall be valid for any reconvention of any adjourned meeting.
SECTION 6. FIXING RECORD DATE.
(a) Except as provided in paragraph (b) of this Section
6, for the purpose of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors shall have the
power to fix a date, which date shall not be more than 70 days prior to the date
on which the particular action requiring a determination of shareholders is to
be taken, as the record date for any such determination of shareholders. A
record date for the determination of shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof shall not be set
less than 10 days prior to such meeting; provided that the record date for the
determination of shareholders entitled to notice of or to vote at any special
meeting of shareholders called by the Corporation at the request of holders of
shares pursuant to Section 2 of Article I hereof or any adjournment thereof
shall be 20 days after the "Determination Date" (as defined in paragraph (b) of
this Section 6), and provided further that such record date shall be 70 days
prior to such special meeting. In any case where a record date is set, under any
provision of this Section 6, only shareholders of record on the said date shall
be entitled to participate in the action for which the determination of
shareholders of record is made, whether the action is payment of a dividend,
allotment of any rights or any change or conversion or exchange of capital stock
or other such action, and, if the record date is set for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, only
such shareholders of record shall be entitled to such notice or vote,
notwithstanding any transfer of any shares on the books of the Corporation after
such record date.
(b) (i) In order that the Corporation may determine
the shareholders entitled to request a special meeting of the shareholders or a
special meeting in lieu of the annual
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meeting of the shareholders pursuant to Section 2 of Article I hereof, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. Any shareholder of record seeking to have the shareholders request
such a special meeting shall, by written notice to the Secretary, request the
Board of Directors to fix a record date. The Board of Directors shall, within 10
business days after the date on which such a request is received, adopt a
resolution fixing the record date. If no record date has been fixed by the Board
of Directors within 10 business days after the date on which such a request is
received, the record date for determining shareholders entitled to request such
a special meeting shall be the first day on which a signed written request
setting forth the request to fix a record date is delivered to the Corporation
by delivery to its principal place of business, or any officer or agent of the
Corporation having custody of the books in which proceedings of meetings of
shareholders are recorded.
(ii) Every written request for a special meeting
shall bear the date of signature of each shareholder who signs the request and
no such request shall be effective to request such a meeting unless, within 70
days after the record date established in accordance with paragraph (b)(i) of
this Section, written requests signed by a sufficient number of record holders
as of such record date to request a special meeting in accordance with Section 2
of Article I hereof are delivered to the Corporation in the manner prescribed in
paragraph (b)(i) of this Section.
(iii) In the event of the delivery, in the manner
provided by this Section, to the Corporation of the requisite written request or
requests for a special meeting and/or any related revocation or revocations, the
Corporation shall engage nationally recognized independent inspectors of
elections for the purpose of promptly performing a ministerial review of the
validity of the requests and revocations. For the purpose of permitting a prompt
ministerial review by the independent inspectors, no request by shareholders for
a special meeting shall be effective until the earlier of (i) five business days
following delivery to the Corporation of requests signed by the holders of
record (on the record date established in paragraph (b)(i) of this Section) of
the requisite minimum number of shares that would be necessary to request such a
meeting under Section 2 of Article I hereof, or (ii) such date as the
independent inspectors certify to the Corporation that the requests delivered to
the Corporation in accordance with this Article represent at least the minimum
number of shares that would be necessary to request such meeting (the earlier of
such dates being herein referred to as the "Determination Date"). Nothing
contained in this paragraph shall in any way be construed to suggest or imply
that the Board of Directors or any shareholder shall not be entitled to contest
the validity of any request or revocation thereof, whether during or after such
five business day period, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto).
(iv) Unless the independent inspectors shall
deliver, on or before the Determination Date, a certified report to the
Corporation stating that the valid requests for a special meeting submitted
pursuant to paragraph (iii) above represent less than the requisite minimum
number of shares that would be necessary to request a special meeting under
Section 2 of Article I hereof, the Board of Directors shall, within five
business days after the
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Determination Date, adopt a resolution calling a special meeting of the
shareholders and fixing a record date for such meeting, in accordance with
Section 6(a) of Article I of these Bylaws.
SECTION 7. NOTICE OF SHAREHOLDER BUSINESS. At an annual
meeting of the shareholders, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the Corporation who complies with the
notice procedures set forth in this Section 7 and only to the extent that such
business is appropriate for shareholder action under the provisions of the
Georgia Business Corporation Code. For business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which notice of the date of the
annual meeting was mailed to such shareholder. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, (c) the class
and number of shares of stock of the Corporation which are beneficially owned by
the shareholder, and (d) any material interest of the shareholder in such
business. Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 7. At an annual meeting, the Chairman shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 7, and if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.
SECTION 8. NOTICE OF SHAREHOLDER NOMINEES. Except for
Directors who are elected by Directors pursuant to the provisions of Section 9
of Article II of these Bylaws, only persons who are nominated in accordance with
the procedures set forth in this Section 8 shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders (a) by or at the direction
of the Board of Directors or (b) by any shareholder of the Corporation entitled
to vote for the election of Directors at the meeting who complies with the
notice procedures set forth in this Section 8. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which notice of the date of the
meeting was mailed to such shareholder. Such shareholder's notice shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a Director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended; and (b) as to the
shareholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such shareholder and (ii) the class and number of shares
of stock of the Corporation which are beneficially owned by such shareholder. No
person shall be eligible for
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election as a Director of the Corporation unless nominated in accordance with
the procedures set forth in the Bylaws. The Chairman shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.
ARTICLE II
DIRECTORS
SECTION 1. POWERS OF DIRECTORS. The Board of Directors shall
manage the business and affairs of the Corporation and, subject to any
restrictions imposed by law, by the Articles of Incorporation, or by these
Bylaws, may exercise all the powers of the Corporation.
SECTION 2. NUMBER AND TERM OF DIRECTORS.
(a) Except as provided in this Section 2, eight Directors
shall constitute the full Board. At any annual or special meeting the
shareholders may, and at any meeting of directors, the directors (by a vote of
not less than a majority of the directors then in office) may, fix a different
number of Directors who shall constitute the full Board, but the full Board
shall consist of not less than three nor more than fifteen Directors.
(b) The Board of Directors shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible. Each class will hold office until its
successors are elected and qualified. At each annual meeting of shareholders of
the Corporation, the successors of the class of directors whose terms expire at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of shareholders held in the third year following the year of their
election.
SECTION 3. MEETINGS OF THE DIRECTORS. The Board of Directors
shall meet each year immediately following the annual meeting of shareholders,
and the Board may by resolution provide for the time and place of other regular
meetings. Special meetings of the Directors may be called by the Chairman of the
Board or by the President or by any two of the Directors.
SECTION 4. NOTICE OF MEETINGS. Notice of each meeting of the
Directors shall be given by the Secretary by mailing the same at least 72 hours
before the meeting or by private carrier or telephone, telegraph, teletype,
facsimile or other form of wire or wireless carrier at least 48 hours before the
meeting, to each Director, except that no notice need be given of regular
meetings fixed by the resolution of the Board or of the meeting of the Board
held at the place of and immediately following the annual meeting of the
shareholders. Any Director may waive notice, either before or after the meeting,
and shall be deemed to have waived notice if he is present at the meeting.
SECTION 5. ACTION OF DIRECTORS WITHOUT A MEETING. Any action
required by law to be taken at a
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meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors, or of any committee thereof, may be taken without a
meeting if written consent, setting forth the action so taken, shall be signed
by all the Directors, or all the members of the committee, as the case may be,
and be filed with the minutes of the proceedings of the Board or the committee.
Such consent shall have the same force and effect as a unanimous vote of the
Board or the committee, as the case may be.
SECTION 6. COMMITTEES. The Board of Directors may, in its
discretion, appoint committees, each consisting of one or more Directors, which
shall have and may exercise such delegated powers as shall be conferred on or
authorized by the resolutions appointing them, subject to such limitations as
may be imposed from time to time by the Georgia Business Corporation Code. A
majority of any such committee may determine its action, fix the time and place
of its meetings, and determine its rules of procedure. Each committee shall keep
minutes of its proceedings and actions and shall report regularly to the Board
of Directors. The Board of Directors shall have power at any time to fill
vacancies in, change the membership of, or discharge any such committee.
SECTION 7. COMPENSATION. The Board of Directors shall have the
authority to determine from time to time the amount of compensation that shall
be paid to its members for attendance at meetings of, or service on, the Board
of Directors of any committee of the Board. The Board of Directors also shall
have the power to reimburse Directors for reasonable expenses of attendance at
Directors' meetings and committee meetings.
SECTION 8. REMOVAL. Any or all directors may be removed from
office at any time with or without cause.
SECTION 9. VACANCIES. A vacancy occurring in the Board of
Directors by reason of the removal of a Director by the shareholders shall be
filled by the shareholders, or, if authorized by the shareholders, by the
remaining Directors. Any other vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors, or by the sole remaining
Director, as the case may be, or, if the vacancy is not so filled, or if no
director remains, by the shareholders. A Director elected to fill a vacancy
shall serve for the unexpired term of his predecessor in office.
SECTION 10. TELEPHONE CONFERENCE MEETINGS. Unless the Articles
of Incorporation otherwise provide, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board or committee by means of telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 10 shall constitute presence in person at such meeting.
ARTICLE III
OFFICERS
SECTION 1. OFFICERS. The Corporation shall have such officers
as are appointed from time to time by, or in the manner prescribed by, the Board
of Directors.
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SECTION 2. COMPENSATION. The salaries of the officers shall be
fixed from time to time by, or in the manner prescribed by, the Board of
Directors. No officer shall be prevented from receiving such salary by reason of
the fact that he is also a Director of the Corporation.
ARTICLE IV
DEPOSITORIES, SIGNATURE AND SEAL
SECTION 1. DEPOSITORIES. All funds of the Corporation shall be
deposited in the name of the Corporation in such depository or depositories as
the Board may designate and shall be drawn out on checks, drafts or other orders
signed by such officer, officers, agent or agents as the Board may from time to
time authorize.
SECTION 2. CONTRACTS. All contracts and other instruments
shall be signed on behalf of the Corporation by such person or persons that have
authority to do so, as such authority is established by, or in the manner
provided by, the Board of Directors.
SECTION 3. SEAL. The seal of the Corporation shall be as
follows:
The seal may be manually affixed to any document or may be
lithographed or otherwise printed on any document with the same force and effect
as if it had been affixed manually. The signature of the Secretary or Assistant
Secretary shall attest the seal and may be a facsimile if and to the extent
permitted by law.
ARTICLE V
STOCK TRANSFERS
SECTION 1. FORM AND EXECUTION OF CERTIFICATES. The
certificates of shares of capital stock of the Corporation shall be in such form
as may be approved by the Board of Directors and shall be signed by the Chairman
of the Board or President or a Vice President and by the Secretary or any
Assistant Secretary or the Treasurer or any Assistant Treasurer, provided that
any such certificate may be signed by the facsimile signature of either or both
of such officers imprinted thereon if the same is countersigned by a transfer
agent of the Corporation, and provided further that certificates bearing the
facsimile of the signature of such officers imprinted thereon shall be valid in
all respects as if such person or persons were still in office, even though such
officer or officers shall have died or otherwise ceased to be officers.
SECTION 2. TRANSFERS OF SHARES. Shares of stock in the
Corporation shall be transferable only on the books of the Corporation by proper
transfer signed by the holder of
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record thereof or by a person duly authorized to sign for such holder of record.
The Corporation or its transfer agent or agents shall be authorized to refuse
any transfer unless and until it is furnished such evidence as it may reasonably
require showing that the requested transfer is proper.
SECTION 3. LOST, DESTROYED OR STOLEN CERTIFICATES. Where the
holder of record of a share or shares of stock of the Corporation claims that
the certificate representing said share has been lost, destroyed or wrongfully
taken, the Board shall by resolution provide for the issuance of a certificate
to replace the original if the holder of record so requests before the
Corporation has notice that the certificate has been acquired by a bona fide
purchaser, files with the Corporation a sufficient indemnity bond, and furnishes
evidence of such loss, destruction or wrongful taking satisfactory to the
Corporation, in the reasonable exercise of its discretion. The Board may
authorize such officer or agent as it may designate to determine the sufficiency
of such an indemnity bond and to determine reasonably the sufficiency of the
evidence of loss, destruction or wrongful taking.
SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board may (but
shall not be required to) appoint a transfer agent or agents and a registrar or
registrars to transfers, and may require that all stock certificates bear the
signature of such transfer agent or of such transfer agent and registrar.
ARTICLE VI
INDEMNIFICATION
SECTION 1. MANDATORY INDEMNIFICATION. The Corporation shall
indemnify to the fullest extent permitted by the Georgia Business Corporation
Code, and to the extent that applicable law from time to time in effect shall
permit indemnification that is broader than provided in these Bylaws, then to
the maximum extent authorized by law, any individual made a party to a
proceeding (as defined in the Georgia Business Corporation Code) because he is
or was a director or officer against liability (as defined in the Georgia
Business Corporation Code), incurred in the proceeding, if he acted in a manner
he believed in good faith to be in or not opposed to the best interests of the
Corporation and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
SECTION 2. PERMISSIVE INDEMNIFICATION. The Corporation shall
have the power to indemnify to the fullest extent permitted by the Georgia
Business Corporation Code, any individual made a party to a proceeding (as
defined in the Georgia Business Corporation Code) because he is or was an
employee or agent of the Company against liability (as defined in the Georgia
Business Corporation Code), incurred in the proceeding, if he acted in a manner
he believed in good faith to be in or not opposed to the best interests of the
Corporation and, in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
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SECTION 3. ADVANCES FOR EXPENSES. The Corporation shall pay
for or reimburse the reasonable expenses incurred by a director or officer who
is a party to a proceeding, and shall have the authority to pay for or reimburse
the reasonable expenses of an employee or agent of the Company who is a party to
a proceeding, in each case in advance of the final disposition of a proceeding
if:
(i) Such person furnishes the Corporation a written
affirmation of his good faith belief that he has met the standard of conduct set
forth in Section 1 or Section 2 above, as applicable; and
(ii) Such person furnishes the Corporation a written
undertaking, executed personally on his behalf to repay any advances if it is
ultimately determined that he is not entitled to indemnification.
The written undertaking required by paragraph (b) above must be an
unlimited general obligation of such person but need not be secured and may be
accepted without reference to financial ability to make repayment.
SECTION 4. INDEMNIFICATION NOT EXCLUSIVE. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article VI shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, provision of
these Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise.
SECTION 5. AMENDMENT OR REPEAL. Any repeal or modification of
the foregoing provisions of this Article VI shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.
ARTICLE VII
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT. These Bylaws may be altered, amended,
repealed or new Bylaws adopted by the Board of Directors by the affirmative vote
of a majority of all directors then holding office, but any bylaws adopted by
the Board of Directors may be altered, amended, repealed, or any new bylaws
adopted, by the shareholders at an annual or special meeting of shareholders,
when notice of any such proposed alteration, amendment, repeal or addition shall
have been given in the notice of such meeting. The shareholders may prescribe
that any bylaw or bylaws adopted by them shall not be altered, amended or
repealed by the Board of Directors. Action by the shareholders with respect to
these Bylaws shall be taken by an affirmative vote of a majority of all shares
outstanding and entitled to vote generally in the election of directors, voting
as a single voting group.
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