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Title: |
Bylaws |
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Entities: |
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Date: |
2004 |
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Size: |
52KB total |
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Price: |
$45 |
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ID: |
#1009660 |
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BYLAWS
OF
HUMPHREY HOSPITALITY TRUST, INC.
TABLE OF CONTENTS
| Page | ||
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ARTICLE I |
1 | |
|
Section 1. Principal Office |
1 | |
|
Section 2. Additional Offices |
1 | |
|
Section 3. Fiscal and Taxable Years |
1 | |
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ARTICLE II |
2 | |
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Section 1. Place |
2 | |
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Section 2. Annual Meeting |
2 | |
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Section 3. Special Meetings |
2 | |
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Section 4. Notice |
3 | |
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Section 5. Scope of Notice |
4 | |
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Section 6. Organization |
4 | |
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Section 7. Quorum |
4 | |
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Section 8. Voting |
5 | |
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Section 9. Proxies |
5 | |
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Section 10. Voting of Shares by Certain Holders |
5 | |
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Section 11. Inspectors |
7 | |
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Section 12. Fixing Record Date |
7 | |
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Section 13. Action Without a Meeting |
8 | |
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Section 14. Voting by Ballot |
8 | |
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Section 15. Voting List |
8 | |
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Section 16. Shareholder Proposals |
9 | |
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ARTICLE III |
10 | |
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Section 1. General Powers |
10 | |
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Section 2. Number, Tenure and Qualifications |
10 | |
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Section 3. Changes in Number; Vacancies |
10 | |
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Section 4. Resignations |
11 | |
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Section 5. Removal of Directors |
12 | |
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Section 6. Annual and Regular Meetings |
12 | |
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Section 7. Special Meetings |
12 | |
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Section 8. Notice |
12 | |
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Section 9. Quorum |
13 | |
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Section 10. Voting |
13 | |
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Section 11. Telephone Meetings |
13 | |
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Section 12. Action Without a Meeting |
14 | |
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Section 13. Compensation |
14 | |
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Section 14. Policies and Resolutions |
14 | |
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Section 15. Nominations |
15 |
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ARTICLE IV |
16 | |
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Section 1. Committees of the Board |
16 | |
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Section 2. Telephone Meetings |
18 | |
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Section 3. Action By Committees Without a Meeting |
18 | |
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ARTICLE V |
18 | |
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Section 1. General Provisions |
18 | |
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Section 2. Subordinate Officers, Committees and Agents |
19 | |
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Section 3. Removal and Resignation |
19 | |
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Section 4. Vacancies |
20 | |
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Section 5. General Powers |
20 | |
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Section 6. Duties of the Chairman of the Board |
20 | |
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Section 7. Duties of the Chief Executive Officer |
20 | |
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Section 8. Duties of the President |
21 | |
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Section 9. Duties of the Vice President |
21 | |
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Section 10. Duties of the Treasurer |
22 | |
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Section 11. Duties of the Secretary |
22 | |
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Section 12. Other Duties of Officers |
23 | |
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Section 13. Salaries |
23 | |
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ARTICLE VI |
23 | |
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Section 1. Contracts |
23 | |
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Section 2. Checks and Drafts |
23 | |
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Section 3. Deposits |
23 | |
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ARTICLE VII |
24 | |
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Section 1. Certificates of Stock |
24 | |
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Section 2. Lost Certificate |
24 | |
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Section 3. Transfer Agents and Registrars |
25 | |
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Section 4. Transfer of Stock |
25 | |
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Section 5. Stock Ledger |
26 | |
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ARTICLE VIII |
26 | |
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Section 1. Declaration |
26 | |
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Section 2. Contingencies |
26 | |
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ARTICLE IX |
27 | |
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Section 1. Seal |
27 | |
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Section 2. Affixing Seal |
27 | |
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ARTICLE X |
27 | |
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Waiver of Notice |
27 |
-ii-
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ARTICLE XI |
28 | |
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Section 1. By Directors |
28 | |
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Section 2. By Shareholders |
28 |
-iii-
BYLAWS
OF
HUMPHREY HOSPITALITY TRUST, INC.
The Board of Directors of Humphrey Hospitality Trust, Inc. (the Corporation) hereby sets out the Bylaws of the Corporation in their entirety, as follows:
ARTICLE I
Offices
Section 1. Principal Office. The principal office of the Corporation shall be located at 309 North Fifth Street, Norfolk, Nebraska, or at any other place or places as the Board of Directors may designate.
Section 2. Additional Offices. The Corporation may have additional offices at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.
Section 3. Fiscal and Taxable Years. The fiscal and taxable years of the Corporation shall begin on January 1 and end on December 31.
-1-
ARTICLE II
Meetings of Shareholders
Section 1. Place. All meetings of shareholders shall be held at 12301 Old Columbia Pike, Silver Spring, Maryland 20904, or at such other place within the United States as shall be stated in the notice of the meeting.
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