EXHIBIT 10.22
APPLE SUITES GENERAL, INC.
BYLAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
1.1 PLACE AND TIME OF MEETINGS. Meetings of shareholders shall be held at such
place, either within or without the Commonwealth of Virginia, and at such time
as may be provided in the notice of the meeting and approved by the President or
the Board of Directors.
(A) ANNUAL MEETING. The annual meeting of shareholders shall be held on
the first Monday in April of each year or on such date as may be designated by
resolution of the Board of Directors from time to time for the purpose of
electing directors and conducting such other business as may properly come
before the meeting.
(B) SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the President or the board of Directors and shall be called by the
Secretary upon demand of shareholders as required by law. Only business within
the purpose or purposes described in the notice for a special meeting of
shareholders may be conducted at the meeting.
(C) RECORD DATES. The record date for determining shareholders entitled
to demand a special meeting is the date the first shareholder signs the demand
that the meeting be held.
Except as is provided in the preceding paragraph, the Board of
directors may fix, in advance, a record date to make a determination of
shareholders for any purpose, such date to be not more than seventy (70) days
before the meeting or action requiring a determination of shareholders. If no
such record date is set, then the record date shall be the close of business on
the date before the date on which the first notice is given.
When a determination of shareholders entitled to notice of or to vote
at any meeting of shareholders has been made, such determination shall be
effective for any adjournment of the meeting unless the Board of directors fixes
a new record date, which it shall do if the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the original
meeting.
1.2 NOTICE OF MEETINGS. Written notice stating the place, day and hour of each
meeting of shareholders and, in case of a special meeting, the purpose or
purposes for which the meeting is called shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting (except when a
different time is required in these Bylaws or by law) either personally or by
mail, telephone, telegraph, teletype or other form of wire or wireless
communication, or by
private courier to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be effective when deposited in first
class United States mail with postage thereon prepaid and addressed tot he
shareholder at his address as it appears on the share transfer books of the
Corporation. If given in any other manner, such notice shall be deemed to be
effective (i) when given personally or by telephone, (ii) when sent by facsimile
or other form of wire or wireless communication or (iii) when given to a private
courier to be delivered.
If a meeting is adjourned to a different date, time or place, notice
need not be given if the new date, time or place is announced at the meeting
before adjournment. However, if a new record date for an adjourned meeting is
fixed, notice of the adjourned meeting shall be given to shareholders as of the
new record date unless a court provides otherwise.
1.3 WAIVER OF NOTICE; ATTENDANCE AT MEETING. A shareholder my waive any notice
required by law, the Articles of Incorporation or these Bylaws or after the date
and time of the meeting that is the subject of such notice. The waiver shall be
in writing, be signed by the shareholder entitled to the notice and be delivered
to the Secretary for inclusion in the minutes or filing with the corporate
records.
A shareholder's attendance at a meeting (i) 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 (ii) 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 when it
is presented.
1.4 QUORUM AND VOTING REQUIREMENTS. Unless otherwise required by law, a majority
of the votes entitled to be cast on a matter constitutes a quorum for action on
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 shall be set for that
adjourned meeting. If a quorum exists, action on a matter, other than the
election of directors, is approved if the votes cast favoring the action exceed
the votes cast opposing the action unless a greater number of affirmative votes
is required by law. Directors shall be 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. Less than a quorum may adjourn a meeting.
1.5 ACTION WITHOUT MEETING. Action required or permitted to be taken at a
meeting of the shareholders may be taken without a meeting and without action by
the Board of Directors if the action is taken by all the shareholders entitled
to vote on the action. The action shall be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action and delivered to the
Secretary for inclusion in the minutes or filing with the corporate records.
Action taken by unanimous consent shall be effective according to its terms when
all consents are in the possession of the Corporation unless the consent
specifies a different effective date, in which event the action taken shall be
effective as of the date specified therein provided that the consent states the
date of execution by each shareholder. A shareholder may withdraw a consent only
by delivering a written notice of withdrawal to the Corporation prior to the
time that all consents are in the possession of the Corporation.
If not otherwise fixed pursuant to the provisions of Section 1.4, the
record date for determining shareholders entitled to take action without a
meeting is the date the first shareholder signs the consent described in the
preceding paragraph.
ARTICLE II
DIRECTORS
2.1 GENERAL POWERS. The Corporation shall have a Board of Directors. 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, its
Board of Directors, subject to any limitation set forth in the Articles of
Incorporation.
2.2 NUMBER, TERM AND ELECTION. The number of directors of the Corporation shall
be no less than one (1) and no more than five (5). This number may be changed
from time to time by amendment to these Bylaws to increase or decreased by
thirty (30) percent or less the number of directors last elected by the
shareholders, but only the shareholders may increase or decrease the number by
more than thirty (30) percent. A decrease in number shall not shorten the term
of any incumbent director. Each director shall hold office until his death,
resignation, retirement or removal or until his successor is elected.
Except as provided in Section 2.3 of this Article, the directors (other
than initial directors) shall be elected by the holders of the common shares at
the annual meeting of shareholders and those persons who receive the greatest
number of votes shall be deemed elected even though they do not receive a
majority of the votes cast. No individual shall be named or elected as a
director without his prior consent.
2.3 REMOVAL; VACANCIES. The shareholders may remove one or more directors with
or
without cause, if the number of votes cast for such removal constitutes a
majority of the votes entitled to be cast at an election of directors. A
director may be removed by the shareholders only at a meeting called for the
purpose of removing him and the meeting notice must state that the purpose, or
one of the purposes of the meeting, is removal of the director. A vacancy on the
Board of Directors, including a vacancy resulting from the removal of a director
or an increase in the number of directors, may be filled by (i) the
shareholders, (ii) the Board of Directors or (iii) the affirmative vote of a
majority of the remaining directors though less than a quorum of the Board of
Directors and may, in the case of a resignation that will become effective at a
specified later date, be filled before the vacancy occurs, but the new director
may not take office until the vacancy occurs.
2.4 ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors,
which shall be considered a regular meeting, shall be held immediately following
each annual meeting of shareholders for the purpose of electing officers and
carrying on such other business as may properly come before the meeting. The
Board of Directors may also adopt a schedule of additional meetings which shall
be considered regular meetings. Regular meetings shall be held at such times and
at such places, within or without the Commonwealth of Virginia, as the President
or the Board of Directors shall designate from time to time. If no place is
designated, regular meetings shall be held at the principal office of the
Corporation.
2.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called
by the President or a majority of the directors of the Corporation and shall be
held at such times and at such places, within or without the Commonwealth of
Virginia, as the person or persons calling the meetings shall designate. If no
such place is designated in the notice of a meeting, it shall be held at the
principal office of the Corporation.
2.6 NOTICE OF MEETINGS. No notice need be given of regular meetings of the Board
of Directors. Notices of special meetings of the Board of directors shall be
given to each director in person or delivered to his residence or business
address (or such other place as he may have directed in writing) not less than
twenty-four (24) hours before the meeting by mail, messenger, facsimile, or
other means of written communication or by telephoning such notice to him. Any
such notice shall set forth the time and place of the meeting and state the
purpose for which it is called.
2.7 WAIVER OF NOTICE; ATTENDANCE AT MEETING. A director may waive any notice
required by law, the Articles of Incorporation or these Bylaws before or after
the date and time stated in
the notice and such waiver shall be equivalent to the giving of such notice.
Except as provided in the next paragraph of this section, the waiver shall be in
writing, signed by the director entitled to the notice and filed with the
minutes or corporate records.
A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director, at the beginning of
the meeting 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.
2.8 QUORUM; VOTING. A majority of the number of directors fixed in these Bylaws
shall constitute a quorum for the transaction of business at a meeting of the
Board of Directors. If a quorum is present when a vote is taken, the affirmative
vote of a majority of the directors present is the act of the Board of
Directors. A director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken is deemed to
have assented to the action taken unless (i) he objects, at the beginning of the
meeting or promptly upon his arrival, to holding it or transacting specified
business at the meeting or (ii) he votes against or abstains from the action
taken.
2.9 TELEPHONIC MEETINGS. The Board of Directors may permit any or all directors
to participate in a regular or special meeting by or conduct the meeting through
the use of any means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.
2.10 ACTION WITHOUT MEETING. Action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if the action
is taken by all members of the Board. The action shall e evidenced by one or
more written consents stating the action taken, signed by each director either
before or after the action is taken and included in the minutes or filed with
the corporate records. Action taken under this section shall be effective when
the last director signs the consent unless the consent specified a different
effective date, in which event the action taken is effective as of the date
specified therein, provided the consent states the date of execution by each
director.
2.11 COMPENSATION. The Board of Directors may fix the compensation of directors
and may provide for the payment of all expenses incurred by them in attending
meetings of the Board of Directors.
ARTICLE III
OFFICERS
3.1 OFFICERS. The officers of the Corporation shall be a President, a Secretary,
and a Treasurer, and, in the discretion of the Board of Directors, one or more
Vice Presidents and such other officers as may be deemed necessary or advisable
to carry on the business of the Corporation. Any two or more offices may be held
by the same person.
3.2 ELECTION; TERM. Officers shall be elected at the annual meeting of the Board
of Directors and may be elected at such other time or times as the Board of
Directors shall determine. They shall hold office, unless removed, until the
next annual meeting of the Board of Directors or until their successors are
elected. Any officer may resign at any time upon written notice to the Board of
Directors and such resignation shall be effective when notice is delivered
unless the notice specifies a later effective date.
3.3 REMOVAL OF OFFICERS. The Board of Directors may remove any officer at any
time, with or without cause.
3.4 DUTIES OF OFFICERS. The President shall be the Chief Executive Officer of
the Corporation. He and the other officers shall have such powers and duties as
generally pertain to their respective offices as well as such powers and duties
as may be delegated to them from time to time by the Board of Directors. The
Chief Executive Officer, if he is present, shall be chairman of all meetings of
the shareholders, the Board of Directors and any committee of which he is a
member.
ARTICLE IV
SHARE CERTIFICATES
4.1 FORM. Shares of the Corporation shall, when fully paid, be evidenced by
certificates containing such information as is required by law and approved by
the Board of Directors. Certificates shall be signed by the President and
Secretary and may (but need not) be sealed with the seal of the Corporation. The
seal of the Corporation and any or all signatures on a share certificate may be
facsimile. If any officer who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer before such
certificate is issued it may be issued by the Corporation with the same effect
as if he were such officer on the date of issue.
4.2 TRANSFER. The Board of Directors may make rules and regulations concerning
the issue, registration and transfer of certificates representing the shares of
the Corporation. Transfers of shares and of the certificates representing such
shares shall be made upon the books of the Corporation by surrender of the
certificates representing such shares accompanied by written assignments given
by the owners or their attorneys-in fact.
4.3 RESTRICTIONS ON TRANSFER. A lawful restriction on the transfer or
registration of transfer of shares is valid and enforceable against the holder
or a transferee of the holder if the restriction complies with the requirements
of law and its existence is noted conspicuously on the front or back of the
certificate representing the shares. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.
4.4 LOST OR DESTROYED SHARE CERTIFICATES. The Corporation may issue a new share
certificate in the place of any certificate theretofore issued which is alleged
to have been lost or destroyed and may require the owner of such certificate, or
his legal representative, to give the Corporation a bond, with or without
surety, or such other agreement, undertaking or security as the Board of
Directors shall determine is appropriate, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or
destruction of the issuance of any such new certificate.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 FISCAL YEAR. The fiscal year of the Corporation shall be determined in the
discretion of the Board of Directors, but in the absence of any such
determination it shall be the calendar year.
5.2 AMENDMENTS. These Bylaws may be amended or repealed, and new Bylaws may be
made at any regular or special meeting of the Board of Directors. Bylaws made by
the Board of Directors may be repealed or changed and new Bylaws may be made by
the shareholders, and the shareholders may prescribe that any Bylaw made by them
shall not be altered, amended or repealed by the Board of Directors.