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Bylaws |
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Date: |
2003 |
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$40 |
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#871442 |
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Amended through:
February 13, 2003
BYLAWS
OF
CORNERSTONE REALTY INCOME TRUST, INC.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Page
ARTICLE I THE COMPANY; DEFINITIONS 1
1.1 Name. 1
1.2 Nature of Company. 1
1.3 Definitions. 1
ARTICLE II MINIMUM CAPITAL 3
2.1 Minimum Capital. 3
ARTICLE III OFFICES; FISCAL YEAR 3
3.1 Principal Office. 3
3.2 Other Offices. 3
3.3 Fiscal Year. 3
ARTICLE IV MEETINGS OF SHAREHOLDERS 3
4.1 Place of Meetings. 3
4.2 Annual Meetings. 3
4.3 Special Meetings. 4
4.4 Notice; Affidavit of Notice. 4
4.5 Record Date for Shareholder Notice, Voting and Giving Consents. 5
4.6 Adjourned Meetings; Notice. 5
4.7 Voting at Meetings of Shareholders. 6
4.8 Quorum. 6
4.9 Waiver of Notice or Consent of Absent Shareholders. 6
4.10 Action Without Meeting. 6
4.11 Proxies. 7
4.12 Inspectors of Election. 7
ARTICLE V DIRECTORS 8
5.1 Powers. 8
5.2 Number, Tenure and Qualifications. 8
5.3 Nomination of Directors. 9
5.4 Vacancies. 10
5.5 Place of Board Meeting. 10
5.6 Annual Meeting. 11
5.7 Special Meetings. 11
5.8 Adjournment. 11
5.9 Notice of Adjournment. 11
5.10 Entry of Notice. 11
5.11 Waiver of Notice. 11
5.12 Quorum. 11
5.13 Fees and Compensation. 12
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C>
5.14 Action Without Meeting. 12
5.15 Independent Directors. 12
5.16 Removal of Director for Cause. 12
5.17 Removal of Director Without Cause. 12
5.18 Committees. 12
5.19 Fiduciary Relationship. 13
5.20 Preferred Shares and Other Securities. 13
ARTICLE VI OFFICERS 13
6.1 Officers. 13
6.2 Election. 13
6.3 Subordinate Officers. 13
6.4 Removal and Resignation. 14
6.5 Vacancies. 14
6.6 Chairman of the Board. 14
6.7 Chief Executive Officer, President and Divisional Presidents. 14
6.8 Vice Presidents. 14
6.9 Secretary. 14
6.10 Assistant Secretaries. 15
6.11 Chief Financial Officer. 15
6.12 Assistant Chief Financial Officers. 15
ARTICLE VII SHARES 15
7.1 Registered Ownership, Share Certificates and Shares in Uncertificated Form. 15
7.2 Transfer of Shares. 16
7.3 Disclosures by Holders of Securities; Redemption of Securities. 17
7.4 Right to Refuse to Transfer the Securities. 17
7.5 Limitation on Acquisition of Securities. 17
7.6 Lost or Destroyed Certificates. 19
7.7 Dividend Record Date and Closing Stock Books. 19
7.8 Dividend Reinvestment Plan. 19
ARTICLE VIII RESTRICTIONS ON ACTIVITIES 19
8.1 Restrictions for Regulatory Compliance. 19
ARTICLE IX TRANSACTIONS WITH AFFILIATES; CERTAIN DUTIES AND LIABILITIES 20
9.1 Transactions with Affiliates. 20
9.2 Restriction of Duties and Liabilities. 20
9.3 Persons Dealing with Directors or Officers. 20
9.4 Reliance. 20
9.5 Income Tax Status. 21
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ARTICLE X MISCELLANEOUS 21
10.1 Competing Programs. 21
10.2 Corporate Seal. 21
10.3 Inspection of Bylaws. 21
10.4 Inspection of Corporate Records. 21
10.5 Checks, Drafts, Etc. 21
10.6 Contracts, Etc., How Executed. 21
10.7 Representation of Shares of Other Corporations. 22
10.8 Annual Report. 22
10.9 Quarterly Reports. 22
10.10 Other Reports. 22
10.11 Provisions in Conflict with Law or Regulation; Amendment Generally. 22
10.12 Voluntary Dissolution. 23
10.13 Distributions. 23
10.14 Shareholder Liability. 23
10.15 Certain NYSE Requirements. 23
</TABLE>
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<PAGE>
ARTICLE I
THE COMPANY; DEFINITIONS
1.1 Name. The name of the corporation is CORNERSTONE REALTY INCOME TRUST,
INC. and is referred to in these Bylaws as the "Company." As far as practicable
and except as otherwise provided in the Organizational Documents, the Directors
shall direct the management of the business and the conduct of the affairs of
the Company, execute all documents and sue or be sued in the name of the
Company. If the Directors determine that the use of that name is not
practicable, legal or convenient, they may use such other designation or may
adopt another name under which the Company may hold property or conduct all or
part of its activities.
1.2 Nature of Company. The Company is a corporation organized under the
laws of the Commonwealth of Virginia. It is intended that the Company shall
carry on business as a REIT (as defined below).
1.3 Definitions. Whenever used in these Bylaws, the following terms shall
have the indicated meanings, unless the context otherwise requires. In these
Bylaws, words in the singular number include the plural and in the plural number
include the singular. References to a specific provision of law also shall refer
to any successor or replacement provision.
(a) Act. The Virginia Stock Corporation Act, as amended from time
to time.
(b) Affiliate. With respect to a specified Person, each of the
following: (i) any other Person directly or indirectly controlling,
controlled by or under common control with the specified Person, (ii)
any Person owning or controlling 10% or more of the outstanding voting
securities or beneficial interests of such specified Person, (iii) any
officer, director, trustee or general partner of such specified
Person, or (iv) if such specified Person is an officer, director,
trustee or general partner of an entity, then the entity for which the
specified Person acts in any such capacity. "Affiliated" means being
an Affiliate of a specified Person.
(c) Annual Report. As set forth in Section 10.8.
(d) Articles of Incorporation. The Articles of Incorporation of
the Company, including all amendments, restatements or modifications
thereof, filed within the public records of the State Corporation
Commission of Virginia.
(e) Board. The Board of Directors of the Company.
(f) Bylaws. These Bylaws, including all duly approved amendments,
restatements or modifications hereof.
(g) CEO. The Chief Executive Officer of the Company.
1
<PAGE>
(h) Chairman of the Board. The Director who serves as chairman of
the Board. Unless the context clearly indicates otherwise, such term
shall not refer to the officer of the Company holding the office of
Chairman of the Board.
(i) Code. The Internal Revenue Code of 1986, as amended from time
to time.
(j) Directors. As of any particular time, the directors of the
Company holding office at such time.
(k) Dividend Reinvestment Plan. The Dividend Reinvestment and
Share Purchase Plan of the Company established pursuant to a
registration statement on Form S-3, as filed with the SEC.
(l) Excess Securities. As set forth in Section 7.5(b).
(m) Independent Director. A Director who has not served as an
officer or employee of the Company at any time during the preceding
five (5) years.
(n) NYSE. The New York Stock Exchange.
(o) NYSE Rules. Any final rules and requirements of the NYSE
applicable to the Company.
(p) Organizational Documents. The Articles of Incorporation and
these Bylaws.
(q) Person. An individual, corporation, partnership, limited
liability company, joint venture, association, company, trust, bank or
other entity, or government and any agency and political subdivision
of a government.
(r) REIT. A real estate investment trust, as defined in Section
856 of the Code.
(s) REIT Provisions of the Code. Part II, Subchapter M of Chapter
1, of the Code, or successor statutes, and regulations and rulings
promulgated thereunder.
(t) SEC. The United States Securities and Exchange Commission.
(u) SEC Rules. Any final rules and regulations of the SEC
applicable to the Company.
(v) Securities. With respect to the Company, any stock, shares,
voting trust certificates, bonds, debentures, notes or other evidences
of indebtedness, secured or unsecured, convertible, subordinated or
otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations
in temporary or interim certificates for, receipts (or guarantees of,
or warrants, options or rights to subscribe to, purchase or acquire
any of the foregoing).
2
<PAGE>
(w) Shares or Common Shares. All issued and outstanding common
shares of the Company, no par value.
(x) Shareholders. As of any particular date, all record holders
of issued and outstanding Shares on such date.
ARTICLE II
MINIMUM CAPITAL
2.1 Minimum Capital. While any Shares are listed on the NYSE, the Company
shall use commercially reasonable efforts to comply with any minimum capital
requirements established by the NYSE from time to time.
ARTICLE III
OFFICES; FISCAL YEAR
3.1 Principal Office. The principal executive office of the Company shall
be located at 306 East Main Street, Richmond, Virginia 23219, until otherwise
established by the Board.
3.2 Other Offices. Other offices may at any time be established by the
Board or the CEO at any place or places they deem appropriate.
3.3 Fiscal Year. The fiscal year of the Company shall end on the 31st day
of December.
ARTICLE IV
MEETINGS OF SHAREHOLDERS
4.1 Place of Meetings. All annual and all other meetings of Shareholders
shall be held at such place, either within or outside of the Commonwealth of
Virginia, as from time to time may be fixed by the CEO or by the Board.
4.2 Annual Meetings. The annual meeting of Shareholders shall be held on
such date as is fixed by the CEO or the Board; provided, however, that such date
shall not be less than 30 days after the Board shall have caused an Annual
Report to be sent to the Shareholders. If no such date and time is fixed by the
CEO or the Board, the meeting for any calendar year shall be held on the first
Tuesday in May in such year, if not a legal holiday under the laws of Virginia.
If the date fixed by the CEO or the Board or these Bylaws falls upon a legal
holiday, then any annual meeting of Shareholders shall be held at the same time
and place on the next day which is not a legal holiday. At each annual meeting
of Shareholders, only such business shall be conducted as is proper to consider
and has been brought before the meeting (i) pursuant to the Company's notice of
the meeting, (ii) by or at the direction of the Board, or (iii) by a Shareholder
who is a Shareholder of record of a class of Shares entitled to vote on the
business such Shareholder is proposing, both at the time of the giving of the
Shareholder's notice hereinafter
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<PAGE>
described in this Section 4.2 and on the record date for such annual meeting,
and who complies with the notice procedures set forth in this Section 4.2.
In order to bring before an annual meeting of Shareholders any business
which may properly be considered and which a Shareholder has not had included in
the Company's proxy statement for the meeting, a Shareholder who meets the
requirements set forth in the preceding paragraph must give the Company timely
written notice. To be timely, a Shareholder's notice must be given, either by
personal delivery to the Secretary of the Company at the principal office of the
Company, or by first class United States mail, with postage thereon prepaid,
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