Exhibit 3.2
BY-LAWS OF
TANGER FACTORY OUTLET CENTERS, INC.
[RESTATED TO REFLECT AMENDMENTS MADE JULY 29, 1998]
1. Registered Office
The initial registered office of the Corporation shall be located at
1400 West Northwood Street, Greensboro, North Carolina, 27408 or at such other
place within the State of North Carolina as may be designated by the corporation
from time to time.
2. Shareholders
2.1 Annual Meetings. The annual meetings 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 date and time as shall be
fixed by the Directors from time to time.
2.2 Substitute Annual Meeting. If the annual meeting shall not be held
on the day designated by the Directors, a substitute annual meeting may be
called in the manner provided for the call of a special meeting in accordance
with the provisions of Section 2.3 and a substitute annual meeting so called
shall be designated as and shall be treated, for all purposes, as the annual
meeting.
2.3 Special Meetings. Special meetings of the shareholders may be called
at any time by the Directors, the Chairman of the Board of Directors, if any,
the Vice Chairman of the Board of Directors, if any, the President, or by any
officer instructed by the directors or the President to call the meeting. Only
business within the purpose or purposes described in the notice of meeting may
be conducted at a special meeting of shareholders.
2.4 Place of Meetings. All meetings of shareholders shall be held at
such place, within or outside the State of North Carolina, as may be designated
by the Directors from time to time.
2.5 Notice of Meetings. The corporation shall notify shareholders of the
date, time, and place of each annual and special shareholders' meeting. Such
notice shall be no fewer than ten nor more than sixty days before the meeting
date. Unless the North Carolina Business Corporation Act (the "Business
Corporation Act") or the articles of incorporation require otherwise, notice of
an annual meeting need not include a description of the purpose or purposes for
which the meeting is called. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting is called. Unless
the Business Corporation Act or the articles of incorporation require otherwise,
the corporation is required to give notice only to shareholders entitled to vote
at the meeting. A shareholder may waive any notice required by the Business
Corporation Act, the articles of incorporation or the Bylaws before or after the
time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled
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to the notice, and be delivered to the corporation for inclusion in the minutes
or filing with the corporate records. A shareholder's attendance at a meeting
waives objection to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting; and waives objection to consideration of
a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter before it is voted upon.
If a meeting shall be adjourned for more than one hundred and twenty
(120) days notice of such adjourned meeting shall be given as in the case of an
original meeting and if the adjournment shall be for less than one hundred and
twenty (120) days no notice thereof need be given except that such adjournment
shall be announced at the meeting at which the adjournment is taken. A
shareholder may waive any notice required for a meeting, either before or after
the meeting, by a written waiver, signed by the shareholder and delivered to the
Corporation to be filed with the corporate records or made a part of the minutes
of the meeting.
2.6 Voting Lists. After fixing the record date for each meeting, the
corporation shall prepare an alphabetical list of the names of the shareholders
entitled to vote at such meeting. The list must be arranged by voting group (and
within each voting group, by class or series of shares) and set forth the
address of, and the number of shares held by, each shareholder. The shareholder
list must be available for inspection by any shareholder, beginning two (2)
business days after notice of the meeting is given and continuing through the
meeting at the corporation's principal office or at a place identified in the
meeting notice in the city where the meeting will be held. A shareholder, or his
agent or attorney, is entitled on written demand to inspect and, subject to the
requirements of G.S. 55-16-02(c), to copy the list, during regular business
hours and at his expense, during the period it is available for inspection. The
corporation shall make the shareholders' list available at the meeting, and any
shareholder, or his agent or attorney, is entitled to inspect the list at any
time during the meeting or any adjournment of the meeting.
2.7 Quorum; Adjournment. Unless the articles of incorporation or the
Business Corporation Act provides otherwise, a majority of the votes entitled to
be cast on a matter by a voting group constitutes a quorum of that voting group
for action on that matter. The Chairman of the meeting or a majority of the
shares so represented may adjourn the meeting from time to time, whether or not
there is such a quorum. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
2.8 Voting. Directors are elected by a plurality of the votes cast by
the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action unless the
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articles of incorporation, a Bylaw adopted by the shareholders, or the Business
Corporation Act requires a greater number of affirmative votes.
A shareholder may appoint a proxy to vote or otherwise act for him by
signing an appointment form, either personally or by his attorney-in-fact. A
telegram, telex, facsimile, or other form of wire or wireless communication
appearing to have been transmitted by a shareholder, or a photocopy or
equivalent reproduction of a writing appointing one or more proxies, shall be
deemed a valid appointment form. An appointment of a proxy is effective when
received by the Secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for eleven months, unless a different period is
expressly provided in the appointment form. An appointment of a proxy is
revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
The corporation may establish a procedure by which the beneficial owner
of shares that are registered in the name of a nominee is recognized by the
corporation as a shareholder. The extent of this recognition may be determined
in the procedure.
2.9 Notice of Shareholder Business and Nominations.
(a) Annual Meetings of Shareholders.
(1) Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders (a) pursuant to the corporation's notice of meeting, (b) by
or at the direction of the Board of Directors or (c) by any shareholder
of the corporation who was a shareholder of record at the time of giving
of notice provided for in this By-Law, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this
By-Law.
(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to clause (c)
of paragraph (a)(1) of this ByLaw, the shareholder must have given
timely notice thereof in writing to the Secretary of the corporation and
such other business must otherwise be a proper matter for shareholder
action. To be timely, a shareholder's notice shall be delivered to the
Secretary at the principal executive offices of the corporation not
later than the close of business on the 90th day nor earlier than the
close of business on the 120th day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 days before or more
than 60 days after such anniversary date, notice by the shareholder to
be timely must be so delivered not earlier than the close of business on
the 120th day prior to such annual meeting and not later than the close
of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date
of such meeting is first made by the corporation. In no event shall the
public
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announcement of an adjournment of an annual meeting commence a new time
period for giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected); (b) as to any other business that the shareholder proposes
to bring before the meeting, a brief description of the business desired
to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of
such shareholder and the beneficial owner, if any, on whose behalf the
proposal is made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal
is made (i) the name and address of such shareholder, 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 shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this By-Law to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the
corporation is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased
Board of Directors made by the corporation at least 70 days prior to the
first anniversary of the preceding year's annual meeting, a
shareholder's notice required by this By-Law shall also be considered
timely, but only with respect to nominees for any new positions created
by such increase, it if shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close
of business on the 10th day following the day on which such public
announcement is first made by the corporation.
(b) Special Meetings of Shareholders. Only business within the
purpose or purposes described in the notice of meeting may be conducted at a
special meeting of shareholders. Nominations of persons for election to the
Board of Directors may be made at a special meeting of shareholders at which
directors are to be elected pursuant to the corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) provided that the Board
of Directors has determined that directors shall be elected at such meeting, by
any shareholder of the corporation who is a shareholder of record at the time of
giving of notice provided for in this By-Law, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in this
By-Law. In the event the corporation calls a special meeting of shareholders for
the purpose of electing one or more directors to the Board of Directors, any
such shareholder may nominate a person or persons (as the case may be), for
election to such position(s) as specified in the corporation's notice of
meeting, if the shareholder's notice required by paragraph (a)(2) of this By-Law
shall be delivered to the Secretary at the principal executive offices of the
corporation not earlier than the close of
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business on the 120th day prior to such special meeting and not later than the
close of business on the later of the 90th day prior to such special meeting or
the 10th 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. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a shareholder's notice as described above.
(c) General.
(1) Only such persons who are nominated in accordance with
the procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance
with the procedures set forth in this By-Law. Unless the Business
Corporation Act, the articles of incorporation or these By-Laws require
otherwise, the Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this By-Law, and, if any
proposed nomination or business is not in compliance with this By-Law,
to declare that such defective proposal or nomination shall be
disregarded.
(2) For purposes of this By-Law, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
(3) Notwithstanding the foregoing provisions of this
By-Law, a shareholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this By-Law. Nothing in this By-Law
shall be deemed to affect any rights (i) of shareholders to request
inclusion of proposals in the corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act or (ii) of the holders of any series
of Preferred Stock to elect directors under specified circumstances.
2.10 Inspectors of Elections; Opening and Closing the Polls. The Board
of Directors by resolution shall 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 the meetings of shareholders 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 to act or is able to act at a meeting of shareholders, the Chairman of
the meeting shall 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
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according to the best of his or her ability. The inspectors shall have the
duties prescribed by law.
The Chairman 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 shareholders will vote at a meeting.
2.11 Action by Shareholders Without a Meeting. Any action required or
permitted by the provisions of the Business Corporation Act to be taken at a
shareholders' meeting may be taken without a meeting, if one or more written
consents are signed by all the shareholders before or after such action,
describing the action taken, are delivered to the corporation for inclusion in
the minutes or filing with the corporate records. If the Business Corporation
Act requires that notice of proposed action be given to nonvoting shareholders
and the action is to be taken by unanimous consent of the voting shareholders,
the corporation must give its nonvoting shareholders written notice of the
proposed action at least ten days before the action is taken. The notice must
contain or be accompanied by the same material that, under the Business
Corporation Act, would have been required to be sent to nonvoting shareholders
in a notice of a meeting at which the proposed action would have been submitted
to the shareholders for action. Provided however, no action may be taken in lieu
of convening an annual meeting of the shareholders which is in violation of the
policies of the New York Stock Exchange.
2.12 Record Date for Action by Written Consent. In order that the
corporation may determine the shareholders entitled to consent to corporate
action in writing without a meeting, 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 authorize or take corporate action by written
consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within 10 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 days of the date on which such a request is
received, the record date for determining shareholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the registered agent of the corporation at its corporation's
principal office shown in its most recent annual report on file in the office of
the Secretary of State. Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by applicable law, the record date for
determining shareholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.
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2.13 Inspectors of Written Consent. In the event of the delivery, in the
manner provided by Section 2.11, to the corporation of the requisite written
consent or consents to take corporate action 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 consents and revocations. For the purpose of
permitting the inspectors to perform such review, no action by written consent
without a meeting shall be effective until such date as the independent
inspectors certify to the corporation that the consents delivered to the
corporation in accordance with Section 2.11 represent at least the minimum
number of votes that would be necessary to take the corporate action. 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 consent or revocation thereof, whether before or after such
certification by the independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).
2.14 Effectiveness of Written Consent. Every written consent shall bear
the date of signature of each shareholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the date the earlier dated written consent was
received in accordance with Section 2.10, a written consent or consents signed
by a sufficient number of holders to take such action are delivered to the
corporation in the manner prescribed in Section 2.10.
2.15 Conduct of Meeting. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board of Directors, if any, the Vice-Chairman
of the board, if any, the President, a Vice-President, if any, or, if none of
the foregoing is in office and present and acting, by a chairman to be chosen by
the shareholders. The Secretary of the corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.
3. Board of Directors
3.1 General Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation managed under
the direction of, a Board of Directors.
3.2 Number Term of Office and Qualifications. A director need not be a
shareholder, a citizen of the United States, or a resident of the State of North
Carolina. The number of directors shall not be less than three nor more than
fifteen. The number of directors may be fixed or changed, from time to time,
within such minimum and maximum, by the shareholders or by the Board of
Directors. If not so fixed and subject to the provisions of Subparagraph (5) of
Section H of Article II of the Amended and Restated Articles of Incorporation,
the number
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of directors shall be five. After shares are issued, only the shareholders may
change the range for the size of the Board of Directors or change from a
variable-range number of directors to a fixed number of directors or vice versa.
3.3 Election, Term and Vacancy. Except as provided in this Section 3.3,
the directors shall be elected at the annual meeting of shareholders by a
plurality of the votes cast. If a vacancy occurs on the Board of Directors,
including without limitation, a vacancy resulting from an increase in the number
of directors or from the failure by the shareholders to elect the full
authorized number of directors, the shareholders or the Board of Directors may
fill the vacancy; or if the directors remaining in office constitute fewer than
a quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of all the directors, or by the sole director, remaining in
office. If the vacant office was held by a director elected by a voting group of
shareholders, only the remaining director or directors elected by that voting
group or the holders of shares of that voting group are entitled to fill the
vacancy. Directors shall hold office until their successors are elected and
qualified.
3.4 Removal of Directors. The shareholders may remove one or more
directors with or without cause pursuant to the provisions of Section 55-8-08 of
the Business Corporation Act.
3.5 Compensation of Directors. The Board may fix the compensation of
directors, provided, however, that no person who is a full-time employee of the
corporation shall receive any separate compensation for serving as a director of
the corporation, other than reimbursement of their expenses, if any. The
directors who are not officers of the corporation shall be paid their expenses,
if any, and a fixed sum for their attendance at each meeting of the Board of
Directors and each committee meeting. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
3.6 Committees. The Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them. The creation of
a committee and the appointment of members to it must be approved by the greater
of (a) a majority of all the directors in office when the action is taken, or
(b) the number of directors required by the articles of incorporation or these
Bylaws to take such action under the provisions of Section 55- 8-24 of the
Business Corporation Act. The provisions of Sections 55-8-20 through 55-8-24 of
the Business Corporation Act, which govern meetings, action without meetings,
notice and waiver of notice, and quorum and voting requirements of the Board of
Directors, apply to committees and their members as well. To the extent
specified by the Board of Directors, the articles of incorporation, or these
Bylaws, each committee may exercise the authority of the Board of Directors
under Section 55-8-01 of the Business Corporation Act except such authority as
may not be delegated under the Business Corporation Act.
3.7 Transactions With Interested Directors. No transaction between the
Corporation and one or more of its directors, or between the Corporation and any
other corporation, firm,
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association or other entity in which one or more of its directors are directors
or officers or are financially interested ("Interested Directors") shall be
either void or voidable for this reason alone, provided that such transaction
shall be approved by a majority of the directors other than the Interested
Directors present at the meeting of the Board of Directors or of the committee
authorizing or confirming such transaction or otherwise complies with the
provisions of the Business Corporation Act with respect to transactions with
interested directors.
4. Meetings of Directors
4.1 Regular Meetings. Meetings shall be held at such time as the Board
shall fix, except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently assemble.
4.2 Special Meetings. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the Board, if any, of the Vice-Chairman of
the Board, if any, of the President, or of a majority of the directors in
office.
4.3 Place of Meetings; Conference Telephone Meetings. The Board of
Directors may hold regular or special meetings in or out of the State of North
Carolina as such place shall be fixed by the Board. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by use of any means of communication by which all
persons participating may simultaneously hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.
4.4 Notice of Meetings and Waiver of Notice. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Business
Corporation Act, the articles of incorporation, or by these Bylaws before or
after the date and time stated in the notice. A director's attendance at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting, or promptly upon
his arrival, objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. Except as hereinbefore provided, a waiver shall be in writing, signed
by the director entitled to the notice, and filed with the minutes or corporate
records.
4.5 Quorum and Manner of Acting. A quorum of the Board of Directors
consists of a majority of the number of directors prescribed in or fixed in
accordance with these Bylaws. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the Board of
Directors. The Board of Directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting through use of, any
means of communication by which all directors participating may simultaneously
hear
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each other during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.
Meetings of the Board of Directors shall be presided over by the
following directors in the order of seniority and if present and acting - the
Chairman of the Board, if any, the Vice- Chairman of the Board, if any, the
President, or any other director chosen by the Board.
4.6 Action of Directors Without a Meeting. Action required or permitted
by the Business Corporation Act to be taken at a Board of Directors' meeting may
be taken without a meeting if the action is taken by all members of the Board.
The action must be evidenced by one or more written consents, signed by each
director before or after such action, describing the action taken, and included
in the minutes or filed with the corporate records. Action taken under this
paragraph is effective when the last director signs the consent, unless the
consent specifies a different effective date.
5. Officers
5.1 Number of Officers. The officers of the Corporation shall consist of
a President, a Secretary, a Treasurer, and such Vice-Presidents, Assistant
Secretaries, Assistant Treasurers and other officers as may be appointed by or
under the authority of the Board of Directors. Any two or more offices may be
held by the same person, but no officer may act in more than one capacity where
action of two or more officers is required.
5.2 Election, Term of Office and Qualifications. The officers of the
Corporation shall be appointed by the Board of Directors or by a duly appointed
officer authorized by the Board of directors to appoint one or more officers or
assistant officers. Each officer shall hold office until his death, resignation,
retirement, removal, disqualification, or his successor shall have been
appointed.
5.3 Compensation. The compensation of all officers of the Corporation
shall be fixed by or under the authority of the board of Directors, and no
officer shall serve the Corporation in any other capacity and receive
compensation therefor unless such additional compensation shall be duly
authorized. The appointment of an officer does not itself create contract
rights.
5.4 Removal. Any officer may be removed by the board at any time with or
without cause; but such removal shall not itself affect the officer's contract
rights, if any, with the Corporation.
5.5 Resignation. Any officer may resign at any time by communicating his
resignation to the corporation, orally or in writing. A resignation is effective
when communicated unless it specifies in writing a later effective date. If a
resignation is made effective at a later date that is accepted by the
corporation, the Board of Directors may fill the pending vacancy before the
effective date if the Board provides that the successor does not take
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office until the effective date. An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.
5.6 Bonds. The Board of Directors may by resolution require any officer,
agent or employee of the corporation to give bond to the Corporation, with
sufficient sureties, conditioned on the faithful performance of the duties of
such person's respective office or position, and to comply with such other
conditions as may from time to time be required by the Board of Directors.
5.6 Vacancies. A vacancy in any office because of death, resignation,
removal, or disqualification, or any other cause, shall be filled for the
unexpired portion of the term in the manner prescribed by these By-Laws for
regular appointments or elections to such offices.
5.7 President. The President shall be the chief executive officer of the
Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. The President shall, when present, preside at all meetings of the
shareholders and of the Board of Directors. The President shall sign, with the
Secretary, an Assistant Secretary, or any other proper officer of the
Corporation thereunto authorized by the Board of Directors, certificates for
shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general the President 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.
5.8 Vice President. In the absence of the President or in the event of
his death, inability or refusal to act, the Executive Vice-President, unless
otherwise determined by the Board of Directors, 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. The Executive Vice-President may sign,
with the Secretary or an Assistant Secretary, certificates for shares of the
Corporation; and shall perform such other duties as from time to time may be
prescribed by the President or Board of Directors.
5.9 Secretary. The Secretary shall: (a) keep the minutes of the meetings
of shareholders, of the Board of Directors, and of all committees 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)
maintain and authenticate the records of the Corporation and be custodian of the
seal of the Corporation and see that the seal of the Corporation is affixed to
all documents the execution of which on behalf of the Corporation under its seal
is duly authorized; (d) sign with the President, or the Executive
Vice-President, certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors; (e)
maintain and have general charge of the share transfer books of the Corporation;
(f) prepare or cause to be prepared shareholder lists prior to each meeting of
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shareholders as required by law; (g) attest the signature or certify the
incumbency or signature of any officer of the Corporation; and (h) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be prescribed by the President or by the Board of
Directors.
5.10 Assistant Secretaries. In the absence of the Secretary or in the
event of the Secretary's death, inability or refusal to act, the Assistant
Secretaries in the order of their length of service as Assistant Secretary,
unless otherwise determined by the Board of Directors, shall perform the duties
of the Secretary, and when so acting shall have all the powers of and be subject
to all the restrictions upon the Secretary. They shall perform such other duties
as may be prescribed by the Secretary, by the President, or by the Board of
Directors. Any Assistant Secretary may sign, with the President or a
Vice-President, certificates for shares of the Corporation.
5.11 Treasurer. The Treasurer shall: (a) have charge and custody of and
be responsible for all funds and securities of the Corporation; receive and give
receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
depositories as shall be selected by or under the authority of the Board of
Directors; (b) maintain appropriate accounting records as required by law; (c)
prepare, or cause to be prepared, annual financial statements of the Corporation
that include a balance sheet as of the end of the fiscal year and an income and
cash flow statement for that year, which statements, or a written notice of
their availability, shall be mailed to each shareholder within 120 days after
the end of such fiscal year; and (d) in general perform all of the duties
incident to the office of treasurer and such other duties as from time to time
may be prescribed by the President or by the Board of Directors.
5.12 Assistant Treasurers. In the absence of the Treasurer or in the
event of the Treasurer's death, inability or refusal to act, the Assistant
Treasurers in the order of their length of service as such, unless otherwise
determined by the Board of Directors, shall perform the duties of the Treasurer,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the Treasurer. They shall perform such other duties as may be
prescribed by the Treasurer, by the President or by the Board of Directors.
6. Contracts, Loans, Checks and Deposits.
6.1 Contracts. The Board of Directors may authorize any officer or
officers, agent or agents to enter into any contract or to execute and deliver
any instrument on behalf of the Corporation, and such authority may be general
or confined to specific instances.
6.2 Loans. No loans shall be contracted on behalf of the Corporation and
no evidence of indebtedness shall be issued in its name, unless as authorized by
the Board of Directors. Such authority may be general or confined to specific
instances.
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6.3 Checks and Drafts. All checks, drafts or other orders for the
payment of money, issued in the name of the Corporation, shall be signed by such
officer or officers, agent or agents of the Corporation and in such manner as
shall from time to time be determined by the Board of Directors.
6.4 Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such
depositories as may be selected by or under the authority of the Board of
Directors.
6.5 Exercise of Ownership Rights. Any share or other ownership interest
in any other corporation, partnership or other entity which may from time to
time be held by the Corporation may be represented and voted at any meeting of
shareholders, partners or members of such other corporation, partnership or
other entity by any officer duly authorized to so act on behalf of the
Corporation by the Board of Directors or if no officer is so authorized, by the
President or the Executive Vice President or by any proxy appointed in writing
by the President or the Executive Vice President.
The President is expressly authorized to act on behalf of the
Corporation in carrying out and performing the duties and responsibilities of
the Corporation as the general partner of Tanger Properties Limited Partnership
(the "Operating Partnership") and, acting for the Corporation as general
partner, the President shall have general charge of the business, affairs and
property of the Operating Partnership and control over its agents and employees
in accordance with the Operating Partnership Agreement.
7. Certificates for Shares and Their Transfer
7.1 Certificate for Shares. Certificates evidencing fully-paid shares of
the corporation shall set forth thereon the statements prescribed by Section
55-6-25 of the Business Corporation Act and by any other applicable provision of
law, shall be signed, either manually or in facsimile, by any two of the
following officers: the President, a Vice-President, the Secretary, an Assistant
Secretary, the Treasurer, an Assistant Treasurer, or by any two officers
designated by the Board of Directors, and may bear the corporate seal or its
facsimile. If a person who signed in any capacity, either manually or in
facsimile, a share certificate no longer holds office when the certificate is
issued, the certificate is nevertheless valid.
7.2 Fractional Shares or Scrip. The corporation may issue fractions of a
share or pay in money the value of fractions of a share; arrange for disposition
of fractional shares by the shareholders; and issue scrip in registered or
bearer form entitling the holder to receive a full share upon surrendering
enough scrip to equal a full share. Each certificate representing scrip must be
conspicuously labeled "scrip" and must contain the information required by
subsection (b) of Section 55-6-25 of the Business Corporation Act. The holder of
a fractional share is entitled to exercise the rights of a shareholder,
including the right to vote, to receive dividends, and to participate in the
assets of the corporation upon liquidation. The holder of scrip is not entitled
to any of these rights unless the scrip provides for them. The Board of
Directors may
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authorize the issuance of scrip subject to any condition considered desirable,
including (a) that the scrip will become void if not exchanged for full shares
before a specified date; and (b) that the shares for which the scrip is
exchangeable may be sold and the proceeds paid to the script holders.
7.3 Transfers of Shares. Upon compliance with any provisions restricting
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law, the
articles of incorporation or these Bylaws, the person in whose name shares stand
on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such fact, if
known to the Secretary of the corporation, shall be so expressed in the entry of
transfer.
7.4 Record Date for Shareholders. In order to determine the shareholders
who are entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote, or to take any other action, the Board of Directors of the
corporation may fix a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy days before the
meeting or action requiring such determination of shareholders. A determination
of shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it must do if the meeting is adjourned to a date more
than one hundred twenty days after the date fixed for the original meeting.
8. Indemnification.
8.1 General Indemnification of Officers and Directors. The corporation
shall to the fullest extent permitted by the provisions of the North Carolina
Business Corporation Act, as the same may be amended and supplemented, indemnify
officers and directors whom it shall have power to indemnify under said
provisions from and against any and all of the fees, expenses, charges,
liabilities or obligations referred to in or covered by said provisions, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under the Articles of
Incorporation, any other Bylaw, vote of shareholders or disinterested directors,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person.
8.2 Specific Indemnified. Without in any way limiting the
indemnification provided in Section 8.1 hereof, the corporation shall indemnify
and hold harmless each of the following
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described persons, including the estate or personal representative of such
person, against any and all the liabilities and expenses described below:
(a) Any person who serves or has served as a director or officer
shall be indemnified against (i) any liability for or obligation to pay
expenses, including attorneys' fees, as and when incurred by such person, in
connection with any proceeding arising out of his status as a director or
officer or any activities of such person in his capacity as a director or
officer and (ii) any liability for or obligation to pay any judgment,
settlement, penalty or fine (including an excise tax assessed with respect to an
employee benefit plan) in any such proceeding; and
(b) Any person who serves or has served as a director or officer
and who, at the request of the corporation, serves or has served as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or as a trustee or
administrator under an employee benefit plan shall be indemnified against (i)
any liability for or obligation to pay expenses, including attorneys' fees,
incurred by such person in connection with any proceeding arising out of his
status as a director or officer of the corporation and\or as a director,
officer, partner, trustee, employee or agent of such other corporation,
partnership, joint venture, trust or other enterprise and\or as a trustee or
administrator under an employee benefit plan or any activities of such person in
any of such capacities and (ii) any liability for or obligation to pay any
judgment, settlement, penalty or fine (including an excise tax assessed with
respect to an employee benefit plan) in any such proceeding.
Provided however, such indemnification will not extend to any liability or
expense such person may incur on account of his activities which, at the time
taken, were known or believed by him to be clearly in conflict with the best
interests of the corporation.
The term "proceeding" as used herein includes any threatened, pending or
completed civil, criminal, administrative or investigative action, suit or
proceeding (and any appeal therein), whether formal or informal and whether or
not brought by or on behalf of the corporation.
8.3 Board Assistance. The Board of Directors shall take all such action
as may be necessary and appropriate to authorize the corporation to pay, and to
have the corporation pay, the indemnification required by this Section 8. To the
extent required by law, the Board shall give notice to, and obtain approval by,
the shareholders of the corporation for any decision to indemnify.
8.4 Contract Right; Reliance Upon Corporation's Indemnification. Any
person who at any time after the effective date of this by-law serves or has
served in a capacity that would entitle him to be indemnified under the
foregoing provisions of this Section 8 shall be deemed to be serving and acting,
or to have served and acted, in such capacity in reliance upon, and as
consideration for, the corporation's agreement to provide the indemnification
described in this Section 8. Any such person, or his legal representative, shall
have a right to require the corporation to provide the indemnification described
herein. The rights provided in this Section
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8 shall be contract rights fully enforceable by each beneficiary thereof, and
shall be in addition to, and not exclusive of, any other right to
indemnification provided by contract or under applicable law.
8.5 Expenses of Enforcing Indemnification. The corporation agrees to and
shall reimburse any person for whom indemnification is provided pursuant to this
Section for all reasonable costs, expenses and attorneys' fees (including the
costs of investigation and preparation) as and when incurred by such person in
connection with the enforcement of such person's right to the indemnification
granted by this Section and shall advance such amounts to such person upon
demand therefor. Such reimbursable amounts shall be recoverable in any action
brought to enforce the right to the indemnification granted by this Section.
9. General Provisions
9.1 Corporate Seal. The corporate seal shall be in such form as shall be
required by law and as shall be approved from time to time by the Board of
Directors.
9.2 Fiscal Year. The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
9.3 Statutory Notices to Shareholders. The Board of Directors may
appoint the Treasurer or other fiscal officer and/or the Secretary or any other
officer to cause to be prepared and furnished to shareholders entitled thereto
any special financial notice and/or any financial statement, which may be
required by any provision of law, and which, more specifically, may be required
by Sections 55-16-20 and 55-16-21 of the Business Corporation Act.
9.4 Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of the North Carolina Business
Corporation Act or under the provisions of the Charter or By-Laws of this
Corporation, 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 equivalent to the giving of such notice.
9.5 Meaning of Certain Terms. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Business Corporation Act confers such rights notwithstanding that the articles
of incorporation might provide for more than one class or series of shares, one
or more of which are limited or denied such rights thereunder.
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9.6 Amendments. The Board of Directors may amend or repeal these Bylaws
unless the articles of incorporation or the Business Corporation Act reserves
this power exclusively to the shareholders in whole or in part, or the
shareholders in amending or repealing a particular Bylaw provide expressly that
the Board of Directors may not amend or repeal that Bylaw. The shareholders may
amend or repeal these Bylaws even though the Bylaws may also be amended or
repealed by the Board of Directors. A Bylaw that fixes a greater quorum or
voting requirement for the Board of Directors may be amended or repealed only in
accordance with the provisions of Section.3.310-22 of the Business Corporation
Act.
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