Exhibit 3.4
TWO HARBORS INVESTMENT CORP.
AMENDED AND RESTATED BYLAWS
As amended on April 6, 2017
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of
Maryland shall be located at such place as the Board of Directors may designate.
Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices,
including a principal executive office, at such places as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. PLACE. All meetings of stockholders shall be held at the principal executive
office of the Corporation or at such other place as shall be set by the Board of Directors and stated in the
notice of the meeting.
Section 2. ANNUAL MEETING. An annual meeting of the stockholders for the election of
directors and the transaction of any business within the powers of the Corporation shall be held on the
date and at the time set by the Board of Directors.
Section 3. SPECIAL MEETINGS.
(a) General. The chairman of the board, president, chief executive officer or Board of
Directors may call a special meeting of the stockholders. Subject to subsection (b) of this Section 3, a
special meeting of stockholders shall also be called by the secretary of the Corporation to act on any
matter that may properly be considered at a meeting of stockholders upon the written request of
stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at
such meeting.
(b) Stockholder-Requested Special Meetings. (1) Any stockholder of record seeking to have
stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date
Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a
record date to determine the stockholders entitled to request a special meeting (the “Request Record
Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters
proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of
signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice),
shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information
relating to each such stockholder and each matter proposed to be acted on at the meeting that would be
required to be disclosed in connection with the solicitation of proxies for the election of directors in an
election contest (even if an election contest is not involved), or would otherwise be required in connection
with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon receiving the Record Date
Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall
not precede and shall not be more than ten days after the close of business on the date on which the
resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors,
within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a
resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the
tenth day after the first date on which the Record Date Request Notice is received by the secretary.
(2) In order for any stockholder to request a special meeting to act on any matter that
may properly be considered at a meeting of stockholders, one or more written requests for a special
meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents
duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not
less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special
Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall
(a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be
limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b)
bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request,
(c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder
signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and
number of all shares of stock of the Corporation which are owned (beneficially or of record) by such
stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned
beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return
receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any
requesting stockholder (or agent duly authorized in a writing accompanying the revocation or the Special
Meeting Request) may revoke his, her or its request for a special meeting at any time by written
revocation delivered to the secretary.
(3) The secretary shall inform the requesting stockholders of the reasonably
estimated cost of preparing and delivering the notice of the meeting (including the Corporation’s proxy
materials). The secretary shall not be required to call a special meeting upon stockholder request and
such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this
Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation
and mailing or delivery of such notice of the meeting.
(4) In the case of any special meeting called by the secretary upon the request of
stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and
time as may be designated by the Board of Directors; provided, however, that the date of any
Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the
“Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten
days after the date that a valid Special Meeting Request is actually received by the secretary (the
“Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held
at 2:00 p.m. local time on the 90th day after the Meeting Record Date or, if such 90th day is not a Business
Day (as defined below), on the first preceding Business Day; and provided further that in the event that
the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days
after the Delivery Date, then such meeting shall be held at the principal executive office of the
Corporation. In fixing a date for any special meeting, the chairman of the board, chief executive officer,
president or Board of Directors may consider such factors as he, she or it deems relevant, including,
without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any
request for the meeting and any plan of the Board of Directors to call an annual meeting or a special
meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a
Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on
the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may
revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders
fail to comply with the provisions of paragraph (3) of this Section 3(b).
(5) If written revocations of the Special Meeting Request have been delivered to the
secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the
Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not
revoked, requests for a special meeting to the secretary: (i) if the notice of meeting has not already been
delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting
stockholders who have not revoked such requests written notice of any revocation of a request for a
special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first
sends to all requesting stockholders who have not revoked requests for a special meeting on the matter
written notice of any revocation of a request for the special meeting and written notice of the
Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn
the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any
time before ten days before the commencement of the meeting or (B) the chairman of the meeting may
call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special
meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request
for a new special meeting.
(6) The chairman of the board, chief executive officer, president or Board of
Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the
agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of
any purported Special Meeting Request received by the secretary. For the purpose of permitting the
inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have
been delivered to the secretary until the earlier of (i) five Business Days after receipt by the secretary of
such purported request and (ii) such date as the independent inspectors certify to the Corporation that the
valid requests received by the secretary represent, as of the Request Record Date, stockholders of record
entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6)
shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be
entitled to contest the validity of any request, whether during or after such five Business Day period, or to
take any other action (including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such litigation).
(7) For purposes of these Bylaws, “Business Day” shall mean any day other than a
Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting of
stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each
stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic
transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise
may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to
such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by
any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears
on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice
shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any
address or number of the stockholder at which the stockholder receives electronic transmissions. The
Corporation may give a single notice to all stockholders who share an address, which single notice shall
be effective as to any stockholder at such address, unless a stockholder objects to receiving such single
notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to
one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting
fixed in accordance with this Article II, or the validity of any proceedings at any such meeting.
Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an
annual meeting of stockholders without being specifically designated in the notice, except such business
as is required by any statute to be stated in such notice. No business shall be transacted at a special
meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or
cancel a meeting of stockholders by making a “public announcement” (as defined in Section 11(c)(3) of
this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and
place to which the meeting is postponed shall be given not less than ten days prior to such date and
otherwise in the manner set forth in this section.
Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be
conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the
absence of such appointment, by the chairman of the board or, in the case of a vacancy in the office or
absence of the chairman of the board, by one of the following officers present at the meeting in the
following order: the vice chairman of the board, if there is one, the president, the vice presidents in their
order of rank and seniority, the secretary, or, in the absence of such officers, a chairman chosen by the
stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy.
The secretary, or, in the secretary’s absence, an assistant secretary, or, in the absence of both the secretary
and assistant secretaries, a person appointed by the Board of Directors or, in the absence of such
appointment, a person appointed by the chairman of the meeting shall act as secretary. In the event that
the secretary presides at a meeting of the stockholders, an assistant secretary, or, in the absence of
assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting,
shall record the minutes of the meeting. The order of business and all other matters of procedure at any
meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the
meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of
the chairman and without any action by the stockholders, are appropriate for the proper conduct of the
meeting, including, without limitation, (a) restricting admission to the time set for the commencement of
the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly
authorized proxies and other such individuals as the chairman of the meeting may determine; (c) limiting
participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on
such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may
determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how
long the polls should be opened and when the polls should be closed; (f) maintaining order and security at
the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting
procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or
recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and
(i) complying with any state and local laws and regulations concerning safety and security. Unless
otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be
held in accordance with the rules of parliamentary procedure.
Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxy
of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter
shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter
of the Corporation (the “Charter”) for the vote necessary for the adoption of any measure. If such quorum
is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the
meeting sine die or from time to time to a date not more than 120 days after the original record date
without notice other than announcement at the meeting. At such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been transacted at the meeting as
originally notified.
The stockholders present either in person or by proxy, at a meeting which has been duly called
and at which a quorum has been established, may continue to transact business until adjournment,
notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than required to
establish a quorum.
Section 7. VOTING. Unless otherwise provided by these Bylaws, the Charter, or by
applicable laws or regulations, directors shall be elected by a majority of all votes cast at a meeting of
stockholders duly called and at which a quorum is present; provided, however, that directors shall be
elected by a plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum
is present for which the Company’s Secretary determines that the number of nominees exceeds the
number of directors to be elected as of the record date for such meeting. If directors are to be elected by a
plurality of the votes cast, the stockholders shall not be permitted to vote against a nominee. Each share
may be voted for as many individuals as there are directors to be elected and for whose election the share
is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which
a quorum is present shall be sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless
otherwise provided by statute or by the Charter, each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any
question or in any election may be viva voce unless the chairman of the meeting shall order that voting be
by ballot or otherwise.
Section 8. PROXIES. A stockholder may cast the votes entitled to be cast by the holder of
the shares of stock owned of record by the stockholder in person or by proxy executed by the stockholder
or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of
authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting.
No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.
Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation
registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be
voted by the president or a vice president, a general partner, trustee or managing member thereof, as the
case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has
been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such
corporation or other entity or agreement of the partners of a partnership presents a certified copy of such
bylaw, resolution or agreement, in which case such person may vote such stock. Any director or fiduciary
may vote stock registered in the name of such person in the capacity of such director or fiduciary, either
in person or by proxy.
Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any
meeting and shall not be counted in determining the total number of outstanding shares entitled to be
voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be
voted and shall be counted in determining the total number of outstanding shares at any given time.
The Board of Directors may adopt by resolution a procedure by which a stockholder may certify
in writing to the Corporation that any shares of stock registered in the name of the stockholder are held
for the account of a specified person other than the stockholder. The resolution shall set forth the class of
stockholders who may make the certification, the purpose for which the certification may be made, the
form of certification and the information to be contained in it; if the certification is with respect to a
record date, the time after the record date within which the certification must be received by the
Corporation; and any other provisions with respect to the procedure which the Board of Directors
considers necessary or desirable. On receipt of such certification, the person specified in the certification
shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified
stock in place of the stockholder who makes the certification.
Section 10. INSPECTORS. The Board of Directors or the chairman of the meeting may
appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the
inspector. The inspectors, if any, shall (i) determine the number of shares of stock represented at the
meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes,
ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all
challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to
fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by
a majority of them if there is more than one inspector acting at such meeting. If there is more than one
inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.
Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND
OTHER STOCKHOLDER PROPOSALS.
(a) Annual Meetings of Stockholders. (1) Nominations of individuals for election to the
Board of Directors and the proposal of other business to be considered by the stockholders may be made
at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder
of record both at the time of giving of notice by the stockholder as provided for in this Section 11(a) and
at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual
so nominated or on any such other business and who has complied with this Section 11(a).
(2) For any nomination or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder
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 action by the stockholders. To be timely, a stockholder’s
notice shall set forth all information required under this Section 11 and shall be delivered to the secretary
at the principal executive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m.,
Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the
preceding year’s annual meeting; provided, however, that in connection with the Corporation’ s first
annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30
days from the first anniversary of the date of the preceding year’s annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such
annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of
such annual meeting, as originally convened, or the tenth day following the day on which public
announcement of the date of such meeting is first made. The public announcement of a postponement or
adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s
notice as described above.
(3) Such stockholder’s notice shall set forth:
(i) as to each individual whom the stockholder proposes to nominate for
election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed
Nominee that would be required to be disclosed in connection with the solicitation of proxies for the
election of the Proposed Nominee as a director in an election contest (even if an election contest is not
involved), or would otherwise be required in connection with such solicitation, in each case pursuant to
Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder;
(ii) as to any business that the stockholder proposes to bring before the
meeting, a description of such business, the stockholder’s reasons for proposing such business at the
meeting and any material interest in such business of such stockholder or any Stockholder Associated
Person (as defined below), individually or in the aggregate, including any anticipated benefit to the
stockholder or the Stockholder Associated Person therefrom;
(iii) as to the stockholder giving the notice, any Proposed Nominee and any
Stockholder Associated Person,
(A) the class, series and number of all shares of stock or other
securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any,
which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder
Associated Person, the date on which each such Company Security was acquired and the investment
intent of such acquisition, and any short interest (including any opportunity to profit or share in any
benefit from any decrease in the price of such stock or other security) in any Company Securities of any
such person,
(B) the nominee holder for, and number of, any Company Securities
owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated
Person,
(C) whether and the extent to which such stockholder, Proposed
Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or
otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other
transaction or series of transactions or entered into any other agreement, arrangement or understanding
(including any short interest, any borrowing or lending of securities or any proxy or voting agreement),
the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company
Securities or (y) any security of any entity that was listed in the Peer Group in the Stock Performance
Graph in the most recent annual report to security holders of the Corporation (a “Peer Group Company”)
for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the
voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the
Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to
such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group
Company), and
(D) any substantial interest, direct or indirect (including, without
limitation, any existing or prospective commercial, business or contractual relationship with the
Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder
Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the
ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated
Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same
class or series;
(iv) as to the stockholder giving the notice, any Stockholder Associated
Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this
Section 11(a) and any Proposed Nominee,
(A) the name and address of such stockholder, as they appear on the
Corporation’s stock ledger, and the current name and business address, if different, of each such
Stockholder Associated Person and any Proposed Nominee, and
(B) the investment strategy or objective, if any, of such stockholder
and each such Stockholder Associated Person who is not an individual and a copy of the prospectus,
offering memorandum or similar document, if any, provided to investors or potential investors in such
stockholder and each such Stockholder Associated Person; and
(v) to the extent known by the stockholder giving the notice, the name and
address of any other stockholder supporting the nominee for election or reelection as a director or the
proposal of other business on the date of such stockholder’s notice.
(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be
accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed
Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding with
any person or entity other than the Corporation in connection with service or action as a director that has
not been disclosed to the Corporation and (b) will serve as a director of the Corporation if elected; and (ii)
attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the
Corporation, upon request, to the stockholder providing the notice and shall include all information
relating to the Proposed Nominee that would be required to be disclosed in connection with the
solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even
if an election contest is not involved), or would otherwise be required in connection with such solicitation,
in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the
rules thereunder, or would be required pursuant to the rules of any national securities exchange or over-
the-counter market).
(5) Notwithstanding anything in this subsection (a) of this Section 11 to the
contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and
there is no public announcement of such action at least 130 days prior to the first anniversary of the date
of the proxy statement for the preceding year’s annual meeting, a stockholder’s notice required by this
Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the secretary at the principal executive office of the
Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such
public announcement is first made by the Corporation.
(6) For purposes of this Section 11, “Stockholder Associated Person” of any
stockholder means (i) any person acting in concert with such stockholder, (ii) any beneficial owner of
shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a
stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such
Stockholder Associated Person.
(b) Special Meetings of Stockholders. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s
notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the
Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3
of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a
stockholder of record both at the time of giving of notice provided for in this Section 11 and at the time of
the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated
and who has complied with the notice procedures set forth in this Section 11. In the event the
Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to
the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may
be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s
notice, containing the information required by paragraph (a)(3) of this Section 11, shall be delivered to the
secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such
special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such
special meeting or the tenth day following the day on which public announcement is first made of the date
of the special meeting and of the nominees proposed by the Board of Directors to be elected at such
meeting. The public announcement of a postponement or adjournment of a special meeting shall not
commence a new time period for the giving of a stockholder’s notice as described above.
(c) General. (1) If information submitted pursuant to this Section 11 by any stockholder
proposing a nominee for election as a director or any proposal for other business at a meeting of
stockholders shall be inaccurate in any material respect, such information may be deemed not to have
been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of
any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in
any such information. Upon written request by the secretary of the Corporation or the Board of Directors,
any such stockholder shall provide, within five Business Days of delivery of such request (or such other
period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the
Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any
information submitted by the stockholder pursuant to this Section 11, and (B) a written update of any
information submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a
stockholder fails to provide such written verification or written update within such period, the information
as to which written verification or a written update was requested may be deemed not to have been
provided in accordance with this Section 11.
(2) Only such individuals who are nominated in accordance with this Section 11
shall be eligible for election by stockholders as directors, and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11.
The chairman of the meeting shall have the power to determine whether a nomination or any other
business proposed to be brought before the meeting was made or proposed, as the case may be, in
accordance with this Section 11.
(3) “Public announcement” shall mean disclosure (i) in a press release reported by
the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated
news or wire service or (ii) in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to the Exchange Act.
(4) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall
also comply with all applicable requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this Section 11. Nothing in this Section 11
shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of
the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or
any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of
revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation
of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated
Person under Section 14(a) of the Exchange Act.
Section 12. TELEPHONE MEETINGS. The Board of Directors or chairman of the meeting
may permit one or more stockholders to participate in meetings of the stockholders by means of a
conference telephone or other communications equipment by which all persons participating in the
meeting can hear each other at the same time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 13. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of
the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any
successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the
Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an
acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw,
apply to any prior or subsequent control share acquisition.
Section 14. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or
permitted to be taken at any meeting of stockholders may be taken without a meeting (a) if a unanimous
consent setting forth the action is given in writing or by electronic transmission by each stockholder
entitled to vote on the matter and filed with the minutes of proceedings of the stockholders or (b) if the
action is advised, and submitted to the stockholders for approval, by the Board of Directors and a consent
in writing or by electronic transmission of stockholders entitled to cast not less than the minimum number
of votes that would be necessary to authorize or take the action at a meeting of stockholders is delivered
to the Corporation in accordance with the MGCL. The Corporation shall give notice of any action taken
by less than unanimous consent to each stockholder not later than ten days after the effective time of such
action.
ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be
managed under the direction of its Board of Directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at
any special meeting called for that purpose, a majority of the entire Board of Directors may establish,
increase or decrease the number of directors, provided that the number thereof shall never be less than the
minimum number required by the MGCL, nor more than 15, and further provided that the tenure of office
of a director shall not be affected by any decrease in the number of directors. Any director of the
Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the
chairman of the board or the secretary. Except as provided below in these Bylaws, any resignation shall
take effect immediately upon its receipt or at such later time specified in the resignation. Except as
provided below in these Bylaws, the acceptance of a resignation shall not be necessary to make it
effective unless otherwise stated in the resignation.
Notwithstanding anything to the contrary in these Bylaws, a director nominee who is an
incumbent director but who is not elected by the vote required in these Bylaws, and with respect to whom
no successor has been elected, shall promptly tender his or her offer to resign to the Board of Directors for
its consideration following certification of the stockholder vote. Within 90 days following certification of
the stockholder vote, the Company’s Nominating and Corporate Governance Committee (the “NCG
Committee”) shall consider the tendered resignation offer and make a recommendation to the Board of
Directors and the Board of Directors shall act on the NCG Committee’s recommendation. In determining
whether to accept the resignation, the NCG Committee and the Board of Directors may consider any
factors they deem relevant in deciding whether to accept a director’s resignation, including, among other
things, whether accepting the resignation of such director would cause the Company to fail to meet any
applicable U.S. Securities and Exchange Commission (“SEC”) or stock exchange rules or requirements.
Thereafter, the Board of Directors shall promptly and publicly disclose its decision-making process
regarding whether to accept the director’s resignation offer or the reasons for rejecting the resignation
offer, if applicable, in a Form 8-K furnished to the SEC. Any director who tenders his or her resignation
will not participate in the NCG Committee’s recommendation or the Board of Directors’ action regarding
whether to accept the resignation offer. If the director’s resignation is not accepted, the director will
continue to serve until the next annual meeting of stockholders and until the director’s successor is duly
elected and qualified or until the director’s earlier resignation or removal.
Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no
notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may
be held at such time and place as shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and
place for the holding of regular meetings of the Board of Directors without other notice than such
resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the chairman of the board, the chief executive officer, the president or by a
majority of the directors then in office. The person or persons authorized to call special meetings of the
Board of Directors may fix any place as the place for holding any special meeting of the Board of
Directors called by them. The Board of Directors may provide, by resolution, the time and place for the
holding of special meetings of the Board of Directors without other notice than such resolution.
Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be
delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States
mail to each director at his or her business or residence address. Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by
United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given
at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or
his or her agent is personally given such notice in a telephone call to which the director or his or her agent
is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the
electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be
deemed to be given upon completion of the transmission of the message to the number given to the
Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United
States mail shall be deemed to be given when deposited in the United States mail properly addressed, with
postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered
to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual,
regular or special meeting of the Board of Directors need be stated in the notice, unless specifically
required by statute or these Bylaws.
Section 6. QUORUM. A majority of the directors shall constitute a quorum for transaction
of business at any meeting of the Board of Directors, provided that, if less than a majority of such
directors is present at such meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these
Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action,
a quorum must also include a majority of such group.
The directors present at a meeting which has been duly called and at which a quorum has been
established may continue to transact business until adjournment, notwithstanding the withdrawal from the
meeting of enough directors to leave fewer than required to establish a quorum.
Section 7. VOTING. The action of a majority of the directors present at a meeting at which
a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater
proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors
have withdrawn from a meeting to leave fewer than required to establish a quorum but the meeting is not
adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such
meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is
required for such action by applicable law, the Charter or these Bylaws.
Section 8. ORGANIZATION. At each meeting of the Board of Directors, the chairman of
the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman
of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive
officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a
director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary
or, in his or her absence, an assistant secretary of the Corporation, or, in the absence of the secretary and
all assistant secretaries, a person appointed by the chairman of the meeting, shall act as secretary of the
meeting.
Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of
a conference telephone or other communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means shall constitute presence in
person at the meeting.
Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a
consent in writing or by electronic transmission to such action is given by each director and is filed with
the minutes of proceedings of the Board of Directors.
Section 11. VACANCIES. If for any reason any or all the directors cease to be directors,
such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining
directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any
class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority
of the remaining directors, even if the remaining directors do not constitute a quorum. Any director
elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy
occurred and until a successor is elected and qualifies.
Section 12. COMPENSATION. Directors shall not receive any stated salary for their
services as directors but, by resolution of the Board of Directors, may receive compensation per year
and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation
and for any service or activity they performed or engaged in as directors. Directors may be reimbursed
for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or
of any committee thereof and for their expenses, if any, in connection with each property visit and any
other service or activity they performed or engaged in as directors; but nothing herein contained shall be
construed to preclude any directors from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 13. RELIANCE. Each director and officer of the Corporation shall, in the
performance of his or her duties with respect to the Corporation, be entitled to rely on any information,
opinion, report or statement, including any financial statement or other financial data, prepared or
presented by an officer or employee of the Corporation whom the director or officer reasonably believes
to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other
person, as to a matter which the director or officer reasonably believes to be within the person’s
professional or expert competence, or, with respect to a director, by a committee of the Board of Directors
on which the director does not serve, as to a matter within its designated authority, if the director
reasonably believes the committee to merit confidence.
Section 14. RATIFICATION. The Board of Directors or the stockholders may ratify and
make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that
the Board of Directors or the stockholders could have originally authorized the matter. Moreover, any
action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the
ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or
stockholder, non-disclosure, miscomputation, the application of improper principles or practices of
accounting, or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the
stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction
had been originally duly authorized, and such ratification shall be binding upon the Corporation and its
stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such
questioned action or inaction.
Section 15. CERTAIN RIGHTS OF DIRECTORS AND OFFICERS. A director who is not
also an officer of the Corporation shall have no responsibility to devote his or her full time to the affairs
of the Corporation. Any director or officer, in his or her personal capacity or in a capacity as an affiliate,
employee, or agent of any other person, or otherwise, may have business interests and engage in business
activities similar to, in addition to or in competition with those of or relating to the Corporation.
Section 16 . EMERGENCY PROVISIONS. Notwithstanding any other provision in the
Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other
similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of
these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise
provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be
called by any director or officer by any means feasible under the circumstances; (ii) notice of any meeting
of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting
to as many directors and by such means as may be feasible at the time, including publication, television or
radio, and (iii) the number of directors necessary to constitute a quorum shall be one-third of the entire
Board of Directors.
ARTICLE IV
COMMITTEES
Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may
appoint from among its members an Executive Committee, an Audit Committee, a Compensation
Committee, a NCG Committee and one or more other committees, composed of one or more directors, to
serve at the pleasure of the Board of Directors.
Section 2. POWERS. The Board of Directors may delegate to committees appointed under
Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law.
Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner
as notice for special meetings of the Board of Directors. A majority of the members of the committee
shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a
majority of the committee members present at a meeting shall be the act of such committee. The Board of
Directors may designate a chairman of any committee, and such chairman or, in the absence of a
chairman, any two members of any committee (if there are at least two members of the Committee) may
fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any
member of any such committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another director to act in the place of such absent member.
Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors
may participate in a meeting by means of a conference telephone or other communications equipment if
all persons participating in the meeting can hear each other at the same time. Participation in a meeting by
these means shall constitute presence in person at the meeting.
Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required
or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a
meeting, if a consent in writing or by electronic transmission to such action is given by each member of
the committee and is filed with the minutes of proceedings of such committee.
Section 6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall
have the power at any time to change the membership of any committee, to fill any vacancy, to designate
an alternate member to replace any absent or disqualified member or to dissolve any such committee.
ARTICLE V
OFFICERS
Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a
president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the
board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial
officer, a chief investment officer, one or more assistant secretaries and one or more assistant treasurers.
In addition, the Board of Directors may from time to time elect such other officers with such powers and
duties as they shall deem necessary or desirable. The officers of the Corporation shall be elected annually
by the Board of Directors, except that the chief executive officer or president may from time to time
appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each
officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her
resignation or removal in the manner hereinafter provided. Any two or more offices except president and
vice president may be held by the same person. Election of an officer or agent shall not of itself create
contract rights between the Corporation and such officer or agent.
Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation
may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of
the Corporation would be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by
delivering his or her resignation to the Board of Directors, the chairman of the board, the president or the
secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in
the resignation. The acceptance of a resignation shall not be necessary to make it effective unless
otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if
any, of the Corporation.
Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors
for the balance of the term.
Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief
executive officer. In the absence of such designation, the chairman of the board shall be the chief
executive officer of the Corporation. The chief executive officer shall have general responsibility for
implementation of the policies of the Corporation, as determined by the Board of Directors, and for the
management of the business and affairs of the Corporation. He or she may execute any deed, mortgage,
bond, contract or other instrument, except in cases where the execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation
or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the
office of chief executive officer and such other duties as may be prescribed by the Board of Directors
from time to time.
Section 5. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief
operating officer. The chief operating officer shall have the responsibilities and duties as determined by
the Board of Directors or the chief executive officer.
Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief
financial officer. The chief financial officer shall have the responsibilities and duties as determined by
the Board of Directors or the chief executive officer.
Section 7. CHIEF INVESTMENT OFFICER. The Board of Directors may designate a
chief investment officer. The chief investment officer shall have the responsibilities and duties as
determined by the Board of Directors or the chief executive officer.
Section 8. CHAIRMAN OF THE BOARD. The Board of Directors shall designate a
chairman of the board. The chairman of the board shall preside over the meetings of the Board of
Directors and of the stockholders at which he or she shall be present. The chairman of the board shall
perform such other duties as may be assigned to him or her by the Board of Directors.
Section 9. PRESIDENT. In the absence of a chief executive officer, the president shall in
general supervise and control all of the business and affairs of the Corporation. In the absence of a
designation of a chief operating officer by the Board of Directors, the president shall be the chief
operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except
in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise
executed; and in general shall perform all duties incident to the office of president and such other duties
as may be prescribed by the Board of Directors from time to time.
Section 10. VICE PRESIDENTS. In the absence of the president or in the event of a
vacancy in such office, the vice president (or in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election or, in the absence of any designation, then
in the order of their election) shall perform the duties of the president and when so acting shall have all
the powers of and be subject to all the restrictions upon the president; and shall perform such other duties
as from time to time may be assigned to such vice president by the president or by the Board of Directors.
The Board of Directors may designate one or more vice presidents as executive vice president, senior vice
president, or as vice president for particular areas of responsibility.
Section 11. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the
stockholders, the Board of Directors and committees of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation;
(d) keep a register of the post office address of each stockholder which shall be furnished to the secretary
by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in
general perform such other duties as from time to time may be assigned to him or her by the chief
executive officer, the president or by the Board of Directors.
Section 12. TREASURER. The treasurer shall have the custody of the funds and securities
of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the Board of Directors. In the
absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the
chief financial officer of the Corporation.
The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of
Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of
all his or her transactions as treasurer and of the financial condition of the Corporation.
Section 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by
the secretary or treasurer, respectively, or by the president or the Board of Directors.
Section 14. COMPENSATION. The compensation of the officers shall be fixed from time to
time by or under the authority of the Board of Directors and no officer shall be prevented from receiving
such compensation by reason of the fact that he or she is also a director.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Board of Directors or any manager of the Corporation
approved by the Board of Directors and acting within the scope of its authority pursuant to a management
agreement with the Corporation may authorize any officer or agent to enter into any contract or to execute
and deliver any instrument in the name of and on behalf of the Corporation and such authority may be
general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall
be valid and binding upon the Corporation when executed by an authorized person and duly authorized or
ratified by action of the Board of Directors or a manager acting within the scope of its authority pursuant
to a management agreement.
Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by
such officer or agent of the Corporation in such manner as shall from time to time be determined by the
Board of Directors.
Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be
deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the
chief executive officer, the chief financial officer, or any other officer designated by the Board of
Directors may determine.
ARTICLE VII
STOCK
Section 1. CERTIFICATES. Except as may be otherwise provided by the Board of
Directors, stockholders of the Corporation are not entitled to certificates representing the shares of stock
held by them. In the event that the Corporation issues shares of stock represented by certificates, such
certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer,
shall contain the statements and information required by the MGCL and shall be signed by the officers of
the Corporation in the manner permitted by the MGCL. In the event that the Corporation issues shares of
stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the
record holders of such shares a written statement of the information required by the MGCL to be included
on stock certificates. There shall be no differences in the rights and obligations of stockholders based on
whether or not their shares are represented by certificates.
Section 2. TRANSFERS. All transfers of shares of stock shall be made on the books of the
Corporation, by the holder of the shares, in person or by his or her attorney, in such manner as the Board
of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon
surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated
shares is subject to the determination of the Board of Directors that such shares shall no longer be
represented by certificates. Upon the transfer of uncertificated shares, to the extent then required by the
MGCL, the Corporation shall provide to record holders of such shares a written statement of the
information required by the MGCL to be included on stock certificates.
The Corporation shall be entitled to treat the holder of record of any share of stock as the holder
in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest
in such share or on the part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the laws of the State of Maryland.
Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in
all respects to the Charter and all of the terms and conditions contained therein.
Section 3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a
new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit
of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided,
however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested
in writing by such stockholder and the Board of Directors has determined that such certificates may be
issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed,
stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a
condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in
such sums as it may direct as indemnity against any claim that may be made against the Corporation.
Section 4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a
record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of
stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of
any other rights, or in order to make a determination of stockholders for any other proper purpose. Such
date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be
not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date
on which the meeting or particular action requiring such determination of stockholders of record is to be
held or taken.
When a record date for the determination of stockholders entitled to notice of and to vote at any
meeting of stockholders has been set as provided in this section, such record date shall continue to apply
to the meeting if adjourned or postponed, except if the meeting is adjourned to a date more than 120 days
or postponed to a date more than 90 days after the record date originally fixed for the meeting, in which
case a new record date for such meeting may be determined as set forth herein.
Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at
the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the
name and address of each stockholder and the number of shares of each class held by such stockholder.
Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may
issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as
they may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of
Directors may issue units consisting of different securities of the Corporation. Any security issued in a
unit shall have the same characteristics as any identical securities issued by the Corporation, except that
the Board of Directors may provide that for a specified period securities of the Corporation issued in such
unit may be transferred on the books of the Corporation only in such unit.
ARTICLE VIII
ACCOUNTING YEAR
The Board of Directors shall have the power, from time to time, to fix the fiscal year of the
Corporation by a duly adopted resolution.
ARTICLE IX
DISTRIBUTIONS
Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the
Corporation may be authorized by the Board of Directors, subject to the provisions of law and the
Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation,
subject to the provisions of law and the Charter.
Section 2. CONTINGENCIES. Before payment of any dividends or other distributions,
there may be set aside out of any assets of the Corporation available for dividends or other distributions
such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper
as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of
the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of
Directors may modify or abolish any such reserve.
ARTICLE X
INVESTMENT POLICY
Subject to the provisions of the Charter, the Board of Directors may from time to time adopt,
amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall
deem appropriate in its sole discretion.
ARTICLE XI
SEAL
Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the
Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the
words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof.
Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix
its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating
to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the
document on behalf of the Corporation.
ARTICLE XII
EXCLUSIVE FORUM FOR CERTAIN LITIGATION
Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit
Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District
Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any
derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of
breach of any duty owed by any director or officer or other employee of the Corporation to the
Corporation or to the stockholders of the Corporation, (c) any action asserting a claim against the
Corporation or any director or officer or other employee of the Corporation arising pursuant to any
provision of the MGCL or the Charter or Bylaws of the Corporation, or (d) any action asserting a claim
against the Corporation or any director or officer or other employee of the Corporation that is governed
by the internal affairs doctrine.
ARTICLE XIII
INDEMNIFICATION AND ADVANCE OF EXPENSES
To the maximum extent permitted by Maryland law in effect from time to time, the Corporation
shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to
indemnification, shall 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 and who
is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity
or (b) any individual who, while a director or officer of the Corporation and at the request of the
Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real
estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who
is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.
The rights to indemnification and advance of expenses provided by the Charter and these Bylaws shall
vest immediately upon election of a director or officer. The Corporation may, with the approval of its
Board of Directors, provide such indemnification and advance for expenses to an individual who served a
predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee
or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or
reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way
other rights to which any person seeking indemnification or payment or reimbursement of expenses may
be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.
Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other
provision of the Bylaws or the Charter inconsistent with this Article, shall apply to or affect in any respect
the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior
to such amendment, repeal or adoption.
ARTICLE XIV
WAIVER OF NOTICE
Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws
or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the
waiver of notice, unless specifically required by statute. The attendance of any person at any meeting
shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the
express purpose of objecting to the transaction of any business on the ground that the meeting is not
lawfully called or convened.
ARTICLE XV
AMENDMENT OF BYLAWS
The Board of Directors shall have the power to adopt, alter or repeal any provision of these
Bylaws and to make new Bylaws. In addition, stockholders may alter or repeal any provision of these
Bylaws and adopt new Bylaws if any such alteration, repeal or adoption is approved by the affirmative
vote of a majority of the votes entitled to be cast on the matter.