EXHIBIT 3.1
MEDICAL PROPERTIES TRUST, INC.
AMENDED AND RESTATED BYLAWS
ARTICLE I
STOCKHOLDERS
Section 1.01 Annual Meeting. The annual meeting of the stockholders of Medical
Properties Trust, Inc. (the "Corporation") shall be held at the principal office
of the Corporation in the State of Maryland or at any other place within or
without the State of Maryland as may be designated by the Board of Directors.
The annual meeting shall be held at such time and on such date in May of each
year as is determined by the Board of Directors; provided, however, that the
2005 annual meeting shall be held at such time and on such date during October
2005 as is determined by the Board of Directors. The business to be transacted
at the meeting shall be the election of directors and such other business as is
properly brought before the meeting. Failure to hold an annual meeting does not
invalidate the Corporation's existence or affect any otherwise valid corporate
acts.
Section 1.02. Notification of Stockholder Business. At the annual meeting of
stockholders only such business shall be conducted, and only such proposals
shall be acted upon, as shall have been properly brought before the annual
meeting (a) pursuant to the notice of meeting delivered to stockholders in
accordance with Section 1.04 below, (b) by, or at the direction of, a majority
of the Board of Directors or (c) by any stockholder of the Corporation who is a
stockholder of record at the time of giving notice provided for in this Section
1.02 and at the time of the meeting is entitled to vote at the meeting and
complies with the notice procedures set forth in this Section 1.02. For a
proposal to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to, or
mailed and received at, the principal executive office of the Corporation not
less than ninety (90) days nor more than one hundred twenty (120) days prior to
the first anniversary of the date of the 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 more than thirty (30) days before or more than sixty (60) days
after the anniversary date of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than one hundred
twenty (120) days prior to such annual meeting and not later than the later of
sixty (60) days prior to such annual meeting and ten (10) days following the
issuance by the Corporation of a press release announcing the meeting date. In
no event shall the public announcement of a postponement or adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above.
A stockholder's notice must contain, as of the date such notice is delivered to
the Secretary of the Corporation:
(a) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the
meeting;
(b) the name and address of the stockholder who intends to propose such
business;
(c) a representation that the stockholder is a holder of record of
shares of the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at such meeting to propose such
business;
(d) any material interest of the stockholder in such business; and
(e) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the proposal is made (i) the name and address
of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the
Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.
The presiding officer of the meeting shall have the discretion to declare at the
meeting that any business proposed by a stockholder to be considered at the
meeting is out of order and that such business shall not be transacted at the
meeting if the presiding officer concludes that the matter has been proposed in
a manner inconsistent with the procedures set out in this Section 1.02.
Section 1.03. Special Meetings. Special meetings of the stockholders may be
called by the President, the Board of Directors, or, subject to the provisions
of Section 2-502 of the Maryland General Corporation Law, by the holders of at
least twenty-five percent (25%) of the stock entitled to vote at that meeting.
Section 1.04. Notice Of Meetings. A written notice of all annual meetings of
stockholders stating the time, date and place of such annual meetings and, to
the extent required by the Maryland General Corporation Law, the purpose for
which the meeting has been called shall be given by the Secretary or an
Assistant Secretary (or other person authorized by these Bylaws or by law) not
less than ten (10) days nor more than ninety (90) days before the meeting,
unless any provisions of the Maryland General Corporation Law prescribe a
different period of notice, to each stockholder entitled to vote at such meeting
or to each stockholder who, under the Corporation's Articles of Incorporation,
as amended from time to time (the "Charter") or under these Bylaws, is entitled
to such notice, by delivering such notice to him or by mailing it, postage
prepaid, addressed to such stockholder at the address of such stockholder as it
appears on the Corporation's stock transfer books or by any other means
permitted by Maryland law. At any time, upon the written request of any person
or persons entitled to call a special meeting, it shall be the duty of the
Secretary to send out notice of the special meeting, to be held within or
without the State of Maryland and at such time and on such date as may be fixed
by the Board of Directors, such notice to be given to each stockholder not less
than ten (10) nor more than ninety (90) days before such meeting is to take
place in the same manner as provided for annual meetings of stockholders and to
state the time, date and place of such special meeting and the purpose or
purposes for which the meeting has been called. Only those matters set forth in
the notice of a special meeting may be considered or acted upon at such special
meeting. Such notices shall be deemed to be delivered when hand delivered to
such stockholder's address or if mailed, when deposited in the mail so
addressed, with postage prepaid. A stockholder may
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waive the notice of any meeting of stockholders by attendance, either in person
or by proxy, at the meeting, or by delivery of a written waiver or a waiver by
electronic transmission, either before or after the meeting, which is filed with
the records of stockholders meetings. Attendance at a meeting for the express
purpose of objecting that the meeting was not lawfully called or convened shall
not, however, constitute a waiver of notice.
Section 1.05 Adjournment. Any meeting of stockholders may be adjourned from time
to time, whether or not there is a quorum, by the President or the vote of a
majority of the shares present. When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken except as
provided by law. At the adjourned meeting the Corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is to a date more than one hundred twenty (120) days after the
original record date, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 1.06. Quorum. Except as otherwise provided by law, stockholders entitled
to cast a majority of all the votes entitled to be cast at the meeting,
represented in person or by proxy, shall constitute a quorum at any annual or
special meeting of stockholders; but if less than a quorum is present at a
meeting, stockholders present or the presiding officer may adjourn the meeting
from time to time, and the meeting may be held as adjourned without further
notice, except as provided in Section 1.04 above. At such adjourned meeting at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed. The stockholders present at a
duly constituted meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section 1.07. Voting And Proxies. Stockholders shall have one vote for each
share of stock entitled to vote owned by them of record according to the books
of the Corporation, unless otherwise provided by law or by the Charter.
Stockholders may vote either in person or by written proxy, but no proxy shall
be voted or acted upon after eleven months from its date, unless the proxy
provides for a longer period. Proxies shall be filed with the Secretary of the
meeting before being voted. A proxy purporting to be executed by or on behalf of
a stockholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger.
Section 1.08. Action At Meeting. When a quorum is present, any matter before any
annual or special meeting of stockholders, other than the election of directors,
shall be decided by vote of the holders of a majority of the shares of stock
voting on such matter, except where a larger vote is required by law, by the
Charter or by these Bylaws. Any election of directors by stockholders shall be
determined by a plurality of the votes cast, except where a larger vote is
required by law, by the Charter or by these Bylaws. The Corporation shall not
directly or indirectly vote any shares of its own stock except as to shares
which it holds in a fiduciary capacity or except as otherwise permitted by law.
An abstention shall not be deemed a vote cast.
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Section 1.09. Conduct of Stockholders Meetings. The presiding officers at
stockholder meetings shall be determined as provided in Article III hereof. The
precedence of, and procedure on, motions and other procedural matters at such
meetings shall be as determined by the presiding officer of the meeting, in his
sole discretion, provided that he acts in a manner not inconsistent with law,
with the Charter or with these Bylaws. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting shall be announced at the meeting. Voting by the stockholders shall
be by voice or by ballot as determined by the presiding officer of the meeting.
Section 1.10. Inspectors Of Election. The Board of Directors by resolution may
appoint one or more inspectors, which inspector or inspectors may include
individuals who serve the Corporation in other capacities, including, without
limitation, as officers, employees, agents or representatives, to act at a
meeting of stockholders and make a written report thereof. One or more persons
may be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate has been appointed by the Board of Directors
to act or is able to act at a meeting of stockholders, the presiding officer of
the meeting may appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by law. The presiding officer of the meeting shall fix and
announce at the meeting the date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a meeting.
Section 1.11 List Of Stockholders Entitled To Vote. The Secretary shall make, or
shall cause to be made, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of stock registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present.
ARTICLE II
DIRECTORS
Section 2.01. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors except as otherwise
provided by the Charter or required by law.
Section 2.02. Number and Term. The number of directors shall not be less than
one (1) nor or more than fifteen (15), as fixed from time to time by the Board
of Directors, with the initial Board of Directors consisting of three (3)
directors; provided, however, that the tenure of office of a director shall not
be affected by any increase or decrease in the number of directors so made
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by the Board of Directors. Directors shall be elected at the annual meeting of
the stockholders, and each director shall serve until the next annual meeting of
stockholders and until his successor shall be duly elected and qualify.
Section 2.03. Notification of Stockholder Nominations. Nomination of candidates
for election as directors of the Corporation at any annual or special meeting of
stockholders may be made (a) by, or at the direction of, a majority of the Board
of Directors or (b) by any stockholder entitled to vote at such annual meeting.
Only persons nominated in accordance with the procedures set forth in this
Section 2.03 shall be eligible for election as directors at an annual or special
meeting of stockholders.
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 as set forth in this Section 2.03. To be timely, a stockholder's
notice must be delivered to, or mailed and received at, the principal executive
office of the Corporation not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the first anniversary of the date of the
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 more than
thirty (30) days before or more than sixty (60) days after the anniversary date
of the preceding year's annual meeting, notice by the stockholder to be timely
must be so delivered not earlier than one hundred twenty (120) days prior to
such annual meeting and not later than the later of sixty (60) days prior to
such annual meeting and ten (10) days following the issuance by the Corporation
of a press release announcing the meeting date. In no event shall the public
announcement of a postponement or adjournment of an annual meeting commence a
new time period for the giving of a stockholder's notice as described above.
Such stockholder's notice shall set forth, as of the date such notice is
delivered to the Secretary of the Corporation:
(a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director:
(i) the name, age, business address and residence address of
such person;
(ii) the principal occupation or employment of such person;
(iii) the class and number of shares of the Corporation's
capital stock which are beneficially owned by such person on the date
of such stockholder notice;
(iv) the consent of each nominee to serve as a director of the
Corporation if so elected; and
(v) any other information relating to such person that would
have been required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had each
nominee been nominated, or intended to be nominated, by the Board of
Directors; and
(b) as to the stockholder giving the notice:
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(i) a brief description of the nominations desired to be
brought before the meeting and the reasons for making such nominations
at the meeting;
(ii) the name and address of the stockholder who intends to
make such nominations;
(iii) a representation that the stockholder is a holder of
record of shares of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at such meeting to make
such nominations;
(iv) a description of all arrangements or understandings
between the stockholder and each nominee and any other person (naming
such person or persons) pursuant to which the nominations are to be
made by the stockholder; and
(v) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination is made (A) the name and
address of such stockholder, as they appear on the Corporation's books,
and of such beneficial owner and (B) the class and number of shares of
the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.
The presiding officer of the meeting may refuse to acknowledge the nomination of
any person made without compliance with the foregoing procedure.
Section 2.04. Qualification. Directors need not be a stockholders of the
Corporation. Unless waived by a vote of the Board of Directors, no individual
may serve as a director of the Corporation if he has reached the age of
seventy-five (75) years at the time of election.
Section 2.05. Vacancies. Vacancies occurring in the Board of Directors, other
than those resulting from an increase in the number 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. Vacancies resulting from an increase in
the number of directors may be filled by a majority of the entire Board of
Directors. A director elected to fill a vacancy shall be elected to serve until
the next election of directors and until his successor shall be elected and
qualified.
Section 2.06. Resignation. Any director may resign at any time by giving written
notice to the Board of Directors, effective upon execution and delivery to the
Corporation of such written notice or upon any future date specified in the
notice, unless the resignation otherwise provides.
Section 2.07. Regular Meetings. Regular meetings of the Board of Directors shall
be held, without other notice than this Bylaw, on the same date and at the same
place as the annual meeting of stockholders following the close of such meeting
of stockholders and at such other times as the Board of Directors may by
resolution from time to time determine without other notice than such
resolution.
Section 2.08. Special Meetings. Special meetings of the Board of Directors may
be called, orally or in writing, by or at the request of a majority of the
directors, the Chairman of the Board, if one
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is elected, or the President. The person calling any such special meeting of the
Board of Directors may fix the hour, date and place thereof.
Section 2.09. Notice Of Meetings. Notice of the hour, date and place of all
special meetings of the Board of Directors shall be given to each director by
the Secretary or an Assistant Secretary, or in case of the death, absence,
incapacity or refusal of such persons, by the Chairman of the Board, if one is
elected, or the President or such other officer designated by the Chairman of
the Board, if one is elected, or the President. Notice of any special meeting of
the Board of Directors shall be given to each director in person or by
telephone, electronic mail, facsimile transmission or by telegram sent to his
business or home address at least twenty-four (24) hours in advance of the
meeting, or by written notice mailed to his business or home address at least
seventy-two (72) hours in advance of the meeting. Such notice shall be deemed to
be delivered when hand delivered to such address, read to such director by
telephone, deposited in the mail so addressed, with postage thereon prepaid if
mailed, upon transmission of the message by electronic mail, upon completion of
transmission of a facsimile message and receipt of a completed answer back
indicating receipt or when delivered to the telegraph company if sent by
telegram.
When any meeting of the Board of Directors, either regular or special, is
adjourned for more than thirty (30) days, notice of the adjourned meeting shall
be given as in the case of an original meeting. It shall not be necessary to
give any notice of the hour, date or place of any meeting adjourned for thirty
(30) days or less or of the business to be transacted at such meeting, other
than an announcement at the meeting at which such adjournment is taken of the
hour, date and place to which the meeting is adjourned.
A written waiver of notice executed, or a waiver of notice sent by electronic
mail, before or after a meeting by a director and filed with the records of the
meeting shall be deemed to be equivalent to notice of the meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting. Except as otherwise required by law, by the Charter or by these
Bylaws, neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
Section 2.10. Quorum. At any meeting of the Board of Directors, a majority of
the Board of Directors then in office shall constitute a quorum for the
transaction of business, but if less than a quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time, and
the meeting may be held as adjourned without further notice, except as provided
in this Section 2.10. Any business which might have been transacted at the
meeting as originally noticed may be transacted at such adjourned meeting at
which a quorum is present.
Section 2.11. Action At Meeting. At any meeting of the Board of Directors at
which a quorum is present, a majority of the directors present may take any
action on behalf of the Board of Directors, unless otherwise required by law, by
the Charter or these Bylaws.
Section 2.12. Action By Consent. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if all
members of the Board of Directors
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consent thereto in writing. Such written consent shall be filed with the records
of the proceedings of the Board of Directors and shall be treated for all
purposes as a vote at a meeting of the Board of Directors.
Section 2.13. Manner Of Participation. Members of the Board of Directors or of
committees elected by the Board of Directors pursuant to Section 2.14 below may
participate in meetings of the Board or of such committees by means of
conference telephone or similar communications equipment by means of which all
directors participating in the meeting can hear each other at the same time, and
participation in a meeting in accordance herewith shall constitute presence in
person at such meeting for purposes of these Bylaws.
Section 2.14. Committees. The Board of Directors, by the affirmative vote of a
majority of the directors then in office, may appoint from its number directors
to serve on one or more committees, including an Audit Committee, a Compensation
Committee, an Ethics, Nominating and Corporate Governance Committee and an
Investment Committee, and may delegate thereto some or all of its powers except
those which by law, by the Charter or by these Bylaws, may not be delegated.
Except as the Board of Directors may otherwise determine or as required by law,
by the Charter or these Bylaws, any such committee may make rules for conduct of
its business, but unless otherwise provided by the Board of Directors or in such
rules, its business shall be conducted so far as possible in the same manner as
is provided by the Charter and by these Bylaws for the Board of Directors. The
Board of Directors may abolish any such committee, other than the Audit
Committee, at any time. Any committee to which the Board of Directors delegates
any of its powers or duties shall keep records of its meetings and shall report
its action to the Board of Directors.
The Board of Directors shall have power to rescind any action of any committee,
other than the Audit Committee, but no such rescission shall have retroactive
effect. With the approval of the Board of Directors, the Chief Executive Officer
may appoint such other committees consisting of such directors as the Chief
Executive Officer shall select. Any recommendations of such committees appointed
by the Chief Executive Officer shall be submitted to the Board of Directors for
its approval.
Section 2.15. Compensation Of Directors. Directors shall receive compensation
for their services as shall be determined by a majority of the Board of
Directors, except that directors who are serving the Corporation as officers or
employees and who receive compensation for their services as such ("Employee
Directors") shall not receive any salary or other compensation for their
services as directors of the Corporation; provided, however, that such Employee
Directors may be paid their reasonable expenses incurred as a director.
ARTICLE III
OFFICERS
Section 3.01. Enumeration. The officers of the Corporation shall consist of a
President, a Chief Executive Officer, a Secretary and a Treasurer and such other
officers, including without limitation a Chairman of the Board, a Chief
Operating Officer, a Chief Financial Officer, a Chief
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Accounting Officer, one or more Vice Presidents (including Executive Vice
Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant
Treasurers and Assistant Secretaries, as the Board of Directors may determine.
Section 3.02. Election And Appointment. At the regular meeting of the Board of
Directors following the annual meeting of stockholders, the Board of Directors
shall elect the President, the Chief Executive Officer, the Chief Financial
Officer, the Treasurer and the Secretary. Other officers may be elected by the
Board of Directors at such regular meeting of the Board of Directors or at any
other regular or special meeting.
Section 3.03. Qualification. No officer need be a stockholder or a director,
except that the Chairman of the Board must be a director. Any person may occupy
more than one office of the Corporation at any time except the offices of
President and Vice President. Any officer may be required by the Board of
Directors to give bond, at the Corporation's expense, for the faithful
performance of his duties in such amount and with such sureties as the Board of
Directors may determine.
Section 3.04. Tenure. Except as otherwise provided by the Charter or by these
Bylaws, each of the officers of the Corporation shall hold office until the
regular meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor is elected and qualified or until his
earlier resignation or removal. Election or appointment of an officer, employee
or agent shall not of itself create contract rights. The Board of Directors may,
however, authorize the Corporation to enter into an employment contract with any
officer in accordance with law, but no such contract right shall prohibit the
right of the Board of Directors to remove any officer at any time in accordance
with Section 3.06 below.
Section 3.05. Resignation. Any officer may resign by delivering written notice
of his resignation to the Corporation addressed to the President or the
Secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event. Unless otherwise specified in the notice, the acceptance of a resignation
shall not be necessary to make the resignation effective.
Section 3.06. Removal. If the Board of Directors in its judgment finds that the
best interests of the Corporation will be served, the Board of Directors may
remove any officer by the affirmative vote of a majority of the directors then
in office. Such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
Section 3.07. Absence Or Disability. In the event of the absence or disability
of any officer, the Board of Directors may designate another officer to act
temporarily in place of such absent or disabled officer.
Section 3.08. Vacancies. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.
Section 3.09. Chief Executive Officer. The President shall be the Chief
Executive Officer, unless the Board of Directors shall elect another officer to
be the Chief Executive Officer. The
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Chief Executive Officer shall, subject to the direction of the Board of
Directors, have general supervision and control of the Corporation's business
and shall preside, when present, at all meetings of the stockholders.
Section 3.10. Chairman Of The Board. The Chairman of the Board shall preside at
all meetings of the Board of Directors. If the Chairman of the Board is absent,
the President shall preside at meetings of the Board of Directors. If the
Chairman of the Board is not the Chief Executive Officer and in the absence of
the Chief Executive Officer, the Chairman of the Board shall preside, when
present, at all meetings of the stockholders. The Chairman of the Board shall
have such other powers and shall perform such other duties as the Board of
Directors may from time to time designate. If the Chairman of the Board is not
the Chief Executive Officer, he shall also have such powers and perform such
duties as the Chief Executive Officer may from time to time designate.
Section 3.11. President. In the absence of the Chairman of the Board, the
President shall preside, when present, at all meetings of the Board of
Directors. If the President is not the Chief Executive Officer or Chairman of
the Board and in the absence of such persons, the President shall preside, when
present, at all meetings of the stockholders. If the President is not the Chief
Executive Officer, he shall have such powers and perform such duties as the
Board of Directors or the Chief Executive Officer may from time to time
designate.
Section 3.12. Chief Operating Officer, Chief Financial Officer And Chief
Accounting Officer. Any Chief Operating Officer, Chief Financial Officer or
Chief Accounting Officer shall have such powers and shall perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.
Section 3.13. Vice Presidents And Assistant Vice Presidents. Any Vice President
(including any Executive Vice President or Senior Vice President) and Assistant
Vice President shall have such powers and shall perform such duties as the Board
of Directors or the Chief Executive Officer may from time to time designate.
Section 3.14. Treasurer And Assistant Treasurers. The Treasurer shall have all
the powers and duties usually incident to the office of Treasurer, except as the
Board of Directors may otherwise provide. He shall have custody of all funds,
securities, and valuable documents of the Corporation. He shall have such other
duties and powers as may be designated from time to time by the Board of
Directors. In the absence of a Chief Financial Officer, the Treasurer shall be
deemed to be the Chief Financial Officer of the Corporation whenever the
signature of the Chief Financial Officer is required on any document or
instrument, by the laws of the United States or any state, or elsewhere in the
Bylaws, and the Treasurer shall have authority to affix his signature in such
capacity. Any Assistant Treasurer shall have such powers and perform such duties
as the Board of Directors may from time to time designate.
Section 3.15. Secretary And Assistant Secretaries. The Secretary shall have all
the powers and duties usually incident to the office of Secretary, except as the
Board of Directors may otherwise provide. The Secretary shall record all the
proceedings of the meetings of the stockholders and the Board of Directors
(including committees of the Board) in books kept for that purpose. In
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the absence of the Secretary from any such meeting, a secretary chosen at the
meeting shall record the proceedings thereof. The Secretary shall have charge of
the stock ledger (which may, however, be kept by any transfer or other agent of
the Corporation). The Secretary shall have custody of the seal of the
Corporation, and the Secretary, or an Assistant Secretary, shall have authority
to affix it to any instrument requiring it, and, when so affixed, the seal may
be attested by the signature of the Secretary or an Assistant Secretary. The
Secretary shall have such other duties and powers as may be designated from time
to time by the Board of Directors. In the absence of the Secretary, any
Assistant Secretary may perform the duties and responsibilities of the
Secretary.
Any Assistant Secretary shall have such powers and perform such duties as the
Board of Directors may from time to time designate.
Section 3.16. Salaries. The salaries of the officers shall be fixed from time to
time by the Board (or an appropriately designated committee of the Board) and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.
Section 3.17. Other Powers And Duties. Subject to these Bylaws and to such
limitations as the Board of Directors may from time to time prescribe, the
officers of the Corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the Board of Directors.
ARTICLE IV
STOCK
Section 4.01. Certificates Of Stock. Unless otherwise provided by the Board of
Directors or by law, each stockholder shall be entitled to a certificate of the
stock of the Corporation in such form as may from time to time be prescribed by
the Board of Directors. Such certificate shall bear the seal of the Corporation,
if one has been adopted, and shall be signed by the Chairman of the Board of
Directors, President or a Vice President and countersigned by the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary. The seal of
the Corporation, if one has been adopted, and any and all signatures on the
certificate may be a facsimile, including those of any transfer agent or
registrar. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on such certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the time of its issue. Every
certificate for shares of stock which are subject to any restriction on transfer
and every certificate issued when the Corporation is authorized to issue more
than one class or series of stock shall contain such legend with respect thereto
as is required by law.
Section 4.02. Transfers. Subject to any restrictions on transfer and unless
otherwise provided by the Board of Directors, shares of stock may be transferred
only on the books of the Corporation by the surrender to the Corporation or its
transfer agent of the certificate therefor properly endorsed or accompanied by a
written assignment or power of attorney properly executed, with
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transfer stamps (if necessary) affixed, and with such proof of the authenticity
of signature as the Corporation or its transfer agent may reasonably require.
Section 4.03. Record Holders. Except as may otherwise be required by law, by the
Charter or by these Bylaws, the Corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
thereto, regardless of any transfer, pledge or other disposition of such stock,
until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these Bylaws.
Section 4.04. Record Date. In order that the Corporation may determine the
stockholders entitled to receive notice of or to vote at any meeting of
stockholders or any adjournments thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than ninety (90) days nor less
than ten (10) days before the date of such meeting, nor more than ninety (90)
days prior to any other action. In such case, only stockholders of record on
such record date shall be so entitled, notwithstanding any transfer of stock on
the stock transfer books of the Corporation after the record date.
If no record date is fixed:
(a) the record date for determining stockholders entitled to receive
notice of or to vote at a meeting of stockholders shall be the later of
(i) the close of business on the day on which notice is mailed or (ii)
the 30th day before the meeting; and
(b) the record date for determining stockholders entitled to receive
payment of a dividend or an allotment of any rights shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
Section 4.05. Lost, Destroyed, or Stolen Certificates. No certificate for shares
of stock in the Corporation shall be issued in place of any certificate alleged
to have been lost, destroyed, or stolen except on production of evidence,
satisfactory to the Board of Directors, of that loss, destruction or theft, and,
if the Board of Directors so requires, upon the furnishing of an indemnity bond
in such amount (but not to exceed twice the value of the shares represented by
the certificate) and with such terms and surety as the Board of Directors, if
any, in its discretion, require.
Section 4.06. Transfer Agents And Registrars. The Corporation may serve as the
transfer agent and registrar of the shares of stock, or the Board of Directors
may, in its discretion, appoint one or more responsible banks, trust companies
or other entity as the Board of Directors may deem advisable, from time to time,
to act as transfer agents and registrars of shares of stock. No certificate for
shares of stock shall be valid until countersigned by the transfer agent and
registered by the registrar.
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Section 4.07. Stockholders' Addresses. Every stockholder or transferee shall
furnish the Secretary or a transfer agent with the address to which notice of
meetings and all other notices may be served upon or mailed to such stockholder
or transferee, and in default thereof, such stockholder or transferee shall not
be entitled to service or mailing of any such notice.
Section 4.08. Stock Ledger. The Corporation shall maintain a stock ledger which
contains the name and address of each stockholder and the number of shares of
stock of each class which the stockholder holds. The stock ledger may be in
written form or in any other form, which can be converted within a reasonable
time into written form for visual inspection. The original or a duplicate of the
stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock, or, if none, at the principal executive offices of the
Corporation.
ARTICLE V
INDEMNIFICATION
Section 5.01. Right To Indemnification. The Corporation shall, to the maximum
extent permitted by the Maryland General Corporation Law in effect from time to
time, indemnify, and, without a preliminary determination of the ultimate
entitlement to indemnification, pay or reimburse reasonable expenses in advance
of final disposition of a proceeding to (a) any individual who is a present or
former director or officer of the Corporation or (b) any individual who, while a
director or officer of the Corporation and at the request of the Corporation,
serves or has served another corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director, officer, partner or trustee from and against any claim or
liability to which such person may become subject or which such person may incur
by reason of his status as a present or former director or officer of the
Corporation or director, officer, partner or trustee of such other entity (each,
an "Indemnitee"). The Corporation shall, to the maximum extent permitted by the
Maryland General Corporation Law in effect from time to time, provide such
indemnification and advancement of expenses to a person who served a predecessor
of the Corporation in any of the capacities described above (any such person
shall also be deemed to be an "Indemnitee").
Section 5.02. Indemnification Of Employees And Agents Of The Corporation. With
the approval of the Board of Directors, the Corporation shall, to the maximum
extent permitted by the Maryland General Corporation Law in effect from time to
time, and to such further extent as it shall deem appropriate under the
circumstances, provide such indemnification and advancement of expenses as
described in Section 5.01 above, to any employee or agent of the Corporation or
a predecessor of the Corporation (each such person shall also be deemed to be an
"Indemnitee").
Section 5.03. Right Of Indemnitee To Bring Suit. If a claim under this Article V
is not paid in full by the Corporation within sixty days after a written claim
has been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
days, the Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If the Indemnitee is
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover
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an advancement of expenses pursuant to the terms of an undertaking, the
Indemnitee shall also be entitled to be paid the expense of prosecuting or
defending such suit. In any suit brought by an Indemnitee who is a present or
former director to enforce a right to indemnification hereunder (but not in a
suit brought by the Indemnitee to enforce a right to an advancement of
expenses), it shall be a defense that such Indemnitee has not met the applicable
standard of conduct set forth in the Maryland General Corporation Law. In
addition, in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that the Indemnitee who is a
present or former director has not met the applicable standard of conduct set
forth in the Maryland General Corporation Law. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Maryland General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or
stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct. In any suit brought by the Indemnitee to enforce
a right to indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the Indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article V or
otherwise shall be on the Corporation.
Section 5.04. Non-Exclusivity Of Rights. The rights to indemnification and to
advancement of expenses conferred in this Article V shall not be exclusive of
any other right which any person may have or hereafter acquire under these
Bylaws, the Charter or any statute, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 5.05 Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or any director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Maryland
General Corporation Law.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year or on such other date as may be fixed by the Board of
Directors.
Section 6.02. Seal. The seal of the Corporation shall be in the form of a circle
and shall have inscribed thereon the name of the Corporation and the year of its
organization. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced.
Section 6.03. Investment Policies. The directors may from time to time adopt,
amend, revise or
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terminate any policy or policies with respect to investments by the Corporation
as they shall deem appropriate in their sole discretion.
Section 6.04. Execution Of Instruments. All deeds, leases, transfers, contracts,
bonds, notes and other obligations to be entered into by the Corporation in the
ordinary course of its business without director action may be executed on
behalf of the Corporation by the Chairman of the Board, if one is elected, the
Chief Executive Officer the President or the Treasurer or any other officer,
employee or agent of the Corporation as the Board of Directors may authorize.
Section 6.05. Voting Of Securities. Unless the Board of Directors otherwise
provides, the Chairman of the Board, if one is elected, the Chief Executive
Officer, the President or the Treasurer may waive notice of and act on behalf of
this Corporation, or appoint another person or persons to act as proxy or
attorney in fact for this Corporation with or without discretionary power or
power of substitutions, at any meeting of stockholders of any other corporation
or organization the securities of which are held by this Corporation.
Section 6.06 Resident Agent. The Board of Directors may appoint a resident agent
upon whom legal process may be served in any action or proceeding against the
Corporation.
Section 6.07. Corporate Records. The original or attested copies of the Charter,
Bylaws and records of all meetings of the incorporators, stockholders and the
Board of Directors and the stock transfer books, which shall contain the names
of all stockholders, their record addresses and the amount of stock held by
each, may be kept outside the State of Maryland and shall be kept at the
principal office of the Corporation, at the office of its counsel or at an
office of its transfer agent.
Section 6.08. Amendments. These Bylaws may be altered, amended or repealed, and
new bylaws adopted, by the vote of a majority of the entire Board of Directors
or by a vote of a majority of the voting power of the common stock of the
Corporation.
Section 6.09. Offices. The principal office of the Corporation within the State
of Maryland shall be located at such place as the Board of Directors may
designate. The Corporation may have additional offices, including a principal
executive office, at such place or places both within and without the State of
Maryland as the Board of Directors may from time to time determine or the
business of the Corporation may require.
As amended through August 18, 2005.
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