EXHIBIT 3.2
Published on January 5, 2009
BYLAWS
OF
TANGER
FACTORY OUTLET CENTERS, INC.
RESTATED
TO REFLECT ALL AMENDMENTS THROUGH DECEMBER 31, 2008
1. Registered
Office
The
initial registered office of the Corporation shall be located at 1400 West
Northwood Street, Greensboro, North Carolina, 27408 or at such other place
within the State of North Carolina as may be designated by the corporation from
time to time.
2. Shareholders
2.1 Annual
Meetings. The annual meetings of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such date and time as shall be
fixed by the Directors from time to time.
2.2 Substitute Annual
Meeting. If the annual meeting shall not be held on the day
designated by the Directors, a substitute annual meeting may be called in the
manner provided for the call of a special meeting in accordance with the
provisions of Section 2.3 and a substitute annual meeting so called shall be
designated as and shall be treated, for all purposes, as the annual
meeting.
2.3 Special
Meetings. Special meetings of the shareholders may be called
at any time by the Directors, the Chairman of the Board of Directors, if any,
the Vice Chairman of the Board of Directors, if any, the President, or by any
officer instructed by the directors or the President to call the
meeting. Only business within the purpose or purposes described in
the notice of meeting may be conducted at a special meeting of
shareholders.
2.4 Place of
Meetings. All meetings of shareholders shall be held at such
place, within or outside the State of North Carolina, as may be designated by
the Directors from time to time.
2.5 Notice of
Meetings. The corporation shall notify shareholders of the
date, time, and place of each annual and special shareholders'
meeting. Such notice shall be no fewer than ten nor more than sixty
days before the meeting date. Unless the North Carolina Business
Corporation Act (the "Business Corporation Act") or the articles of
incorporation require otherwise, notice of an annual meeting need not include a
description of the purpose or purposes for which the meeting is
called. Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called. Unless the
Business Corporation Act or the articles of incorporation require otherwise, the
corporation is required to give notice only to shareholders entitled to vote at
the meeting. A shareholder may waive any notice required by the
Business Corporation Act, the articles of incorporation or the bylaws before or
after the time stated in the notice. The waiver must be in writing,
be signed by the shareholder entitled to the notice, and be delivered to the
corporation for inclusion in the minutes or filing with the corporate
records. A shareholder's attendance at a meeting waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; and waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the shareholder objects to considering the matter
before it is voted upon.
If a meeting shall be adjourned for
more than one hundred and twenty (120) days notice of such adjourned meeting
shall be given as in the case of an original meeting and if the adjournment
shall be for less than one hundred and twenty (120) days no notice thereof need
be given except that such adjournment shall be announced at the meeting at which
the adjournment is taken. A shareholder may waive any notice required
for a meeting, either before or after the meeting, by a written waiver, signed
by the shareholder and delivered to the Corporation to be filed with the
corporate records or made a part of the minutes of the meeting.
2.6 Voting
Lists. After fixing the record date for each meeting, the
corporation shall prepare an alphabetical list of the names of the shareholders
entitled to vote at such meeting. The list must be arranged by voting
group (and within each voting group, by class or series of shares) and set forth
the address of, and the number of shares held by, each
shareholder. The shareholder list must be available for inspection by
any shareholder, beginning two (2) business days after notice of the meeting is
given and continuing through the meeting at the corporation's principal office
or at a place identified in the meeting notice in the city where the meeting
will be held. A shareholder, or his agent or attorney, is entitled on
written demand to inspect and, subject to the requirements of G.S. 55-16-02(c),
to copy the list, during regular business hours and at his expense, during the
period it is available for inspection. The corporation shall make the
shareholders' list available at the meeting, and any shareholder, or his agent
or attorney, is entitled to inspect the list at any time during the meeting or
any adjournment of the meeting.
2.7 Quorum; Adjournment.
Unless the articles of incorporation or the Business Corporation Act provides
otherwise, a majority of the votes entitled to be cast on a matter by a voting
group constitutes a quorum of that voting group for action on that
matter. The Chairman of the meeting or a majority of the shares so
represented may adjourn the meeting from time to time, whether or not there is
such a quorum. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting unless a new record date
is or must be set for that adjourned meeting.
2.8 Voting. Directors
are elected by a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present. If a quorum
exists, action on a matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action unless the articles of incorporation,
a bylaw adopted by the shareholders, or the Business Corporation Act requires a
greater number of affirmative votes.
A shareholder may appoint a proxy to
vote or otherwise act for him by signing an appointment form, either personally
or by his attorney-in-fact. A telegram, telex, facsimile, or other
form of wire or wireless communication appearing to have been transmitted by a
shareholder, or a photocopy or equivalent reproduction of a writing appointing
one or more proxies, shall be deemed a valid appointment form. An
appointment of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes. An appointment is
valid for eleven months, unless a different period is expressly provided in the
appointment form. An appointment of a proxy is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest.
The corporation may establish a
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the corporation as a
shareholder. The extent of this recognition may be determined in the
procedure.
2.9 Notice of Shareholder
Business and Nominations.
(a) Annual Meetings of
Shareholders.
(1) Nominations
of persons for election to the Board of Directors of the corporation and the
proposal of business to be considered by the shareholders may be made at an
annual meeting of shareholders (a) pursuant to the corporation's notice of
meeting, (b) by or at the direction of the Board of Directors or (c) by any
shareholder of the corporation who was a shareholder of record at the time of
giving of notice provided for in this bylaw, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this
bylaw.
(2) For
nominations or other business to be properly brought before an annual meeting by
a shareholder pursuant to clause (c) of paragraph (a)(1) of this bylaw, the
shareholder must have given timely notice thereof in writing to the Secretary of
the corporation and such other business must otherwise be a proper matter for
shareholder action. To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of the corporation
not later than the close of business on the 90th day nor earlier than the close
of business on the 120th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the shareholder to be timely must be so delivered
not earlier than the close of business on the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period
for giving of a shareholder's notice as described
above. Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such shareholder, as they appear on the corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the corporation
which are owned beneficially and of record by such shareholder and such
beneficial owner.
(3) Notwithstanding
anything in the second sentence of paragraph (a)(2) of this bylaw to the
contrary, in the event that the number of directors to be elected to the Board
of Directors of the corporation is increased and there is no public announcement
naming all of the nominees for director or specifying the size of the increased
Board of Directors made by the corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a shareholder's notice
required by this bylaw shall
also be
considered timely, but only with respect to nominees for any new positions
created by such increase, it if shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the corporation.
(b) Special Meetings of
Shareholders. Only business within the purpose or purposes
described in the notice of meeting may be conducted at a special meeting of
shareholders. Nominations of persons for election to the Board of
Directors may be made at a special meeting of shareholders at which directors
are to be elected pursuant to the corporation's notice of meeting (a) by or at
the direction of the Board of Directors or (b) provided that the Board of
Directors has determined that directors shall be elected at such meeting, by any
shareholder of the corporation who is a shareholder of record at the time of
giving of notice provided for in this bylaw, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in this
bylaw. In the event the corporation calls a special meeting of
shareholders for the purpose of electing one or more directors to the Board of
Directors, any such shareholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the corporation's
notice of meeting, if the shareholder's notice required by paragraph (a)(2) of
this bylaw shall be delivered to the Secretary at the principal executive
offices of the corporation not earlier than the close of business on the 120th
day prior to such special meeting and not later than the close of business on
the later of the 90th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of
an adjournment of a special meeting commence a new time period for the giving of
a shareholder's notice as described above.
(c) General.
(1) Only
such persons who are nominated in accordance with the procedures set forth in
this bylaw shall be eligible to serve as directors and only such business shall
be conducted at a meeting of shareholders as shall have been brought before the
meeting in accordance with the procedures set forth in this
bylaw. Unless the Business Corporation Act, the articles of
incorporation or these bylaws require otherwise, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this bylaw, and, if any
proposed nomination or business is not in compliance with this bylaw, to declare
that such defective proposal or nomination shall be disregarded.
(2) For
purposes of this bylaw, a “public announcement” shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.
(3) Notwithstanding
the foregoing provisions of this bylaw, a shareholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this
bylaw. Nothing in this bylaw shall be deemed to affect any rights (i)
of shareholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of Preferred Stock to elect directors under specified
circumstances.
2.10 Inspectors of Elections;
Opening and Closing the Polls. The Board of Directors by
resolution shall appoint one or more inspectors, which inspector or inspectors
may include individuals who serve the corporation in other capacities,
including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of shareholders and make a written
report thereof. One or more persons may be designated as alternate
inspectors to replace any inspector who fails to act. If no inspector
or alternate has been appointed to act or is able to act at a meeting of
shareholders, the Chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before discharging his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall have the duties prescribed by
law.
The Chairman of the meeting shall fix
and announce at the meeting the date and time of the opening and the closing of
the polls for each matter upon which the shareholders will vote at a
meeting.
2.11 Action by Shareholders
Without a Meeting. Any action required or permitted by the
provisions of the Business Corporation Act to be taken at a shareholders'
meeting may be taken without a meeting, if one or more written consents are
signed by all the shareholders before or after such action, describing the
action taken, are delivered to the corporation for inclusion in the minutes or
filing with the corporate records. If the Business Corporation Act
requires that notice of proposed action be given to nonvoting shareholders and
the action is to be taken by unanimous consent of the voting shareholders, the
corporation must give its nonvoting shareholders written notice of the proposed
action at least ten days before the action is taken. The notice must
contain or be accompanied by the same material that, under the Business
Corporation Act, would have been required to be sent to nonvoting shareholders
in a notice of a meeting at which the proposed action would have been submitted
to the shareholders for action. Provided however, no action may be
taken in lieu of convening an annual meeting of the shareholders which is in
violation of the policies of the New York Stock Exchange.
2.12 Record Date for Action by
Written Consent. In order that the corporation may determine
the shareholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which date shall not be more than 10 days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. Any shareholder of record seeking to have the
shareholders authorize or take corporate action by written consent shall, by
written notice to the Secretary, request the Board of Directors to fix a record
date. The Board of Directors shall promptly, but in all events within
10 days after the date on which such a request is received, adopt a resolution
fixing the record date. If no record date has been fixed by the Board
of Directors within 10 days of the date on which such a request is received, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the registered agent of the corporation at its corporation's principal office
shown in its most recent annual report on file in the office of the Secretary of
State. Delivery made to the corporation's registered office shall be
by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by applicable law, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the date on
which the Board of Directors adopts the resolution taking such prior
action.
2.13 Inspectors of Written
Consent. In the event of the delivery, in the manner provided
by Section 2.11, to the corporation of the requisite written consent or consents
to take corporate action and/or any related revocation or revocations, the
corporation shall engage nationally recognized independent inspectors of
elections for the purpose of promptly performing a ministerial review of the
validity of the consents and revocations. For the purpose of
permitting the inspectors to perform such review, no action by written consent
without a meeting shall be effective until such date as the independent
inspectors certify to the corporation that the consents delivered to the
corporation in accordance with Section 2.11 represent at least the minimum
number of votes that would be necessary to take the corporate
action. Nothing contained in this paragraph shall in any way be
construed to suggest or imply that the Board of Directors or any shareholder
shall not be entitled to contest the validity of any consent or revocation
thereof, whether before or after such certification by the independent
inspectors, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto, and
the seeking of injunctive relief in such litigation).
2.14 Effectiveness of Written
Consent. Every written consent shall bear the date of
signature of each shareholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within 60
days of the date the earlier dated written consent was received in accordance
with Section 2.10, a written consent or consents signed by a sufficient number
of holders to take such action are delivered to the corporation in the manner
prescribed in Section 2.10.
2.15 Conduct of
Meeting. Meetings of the shareholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting - the Chairman of the Board of Directors, if any, the Vice-Chairman of
the board, if any, the President, a Vice-President, if any, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.
3. Board of
Directors
3.1 General
Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation managed under
the direction of, a Board of Directors.
3.2 Number Term of Office and
Qualifications. A director need not be a shareholder, a
citizen of the United States, or a resident of the State of North Carolina. The
number of directors shall not be less than three nor more than
fifteen. The number of directors may be fixed or changed, from time
to time, within such minimum and maximum, by the shareholders or by the Board of
Directors. If not so fixed and subject to the provisions of
Subparagraph (5) of Section H of Article II of the Amended and Restated Articles
of Incorporation, the number of directors shall be five. After shares
are issued, only the shareholders may change the range for the size of the Board
of Directors or change from a variable-range number of directors to a fixed
number of directors or vice versa.
3.3 Election,
Term and Vacancy. Except as provided in this
Section 3.3, the directors shall be elected at the annual meeting of
shareholders by a plurality of the votes cast. If a vacancy occurs on
the Board of Directors, including without limitation, a vacancy resulting from
an increase in the number of directors or from the failure by the shareholders
to elect the full authorized number of directors, the shareholders or the Board
of Directors may fill the vacancy; or if the directors remaining in office
constitute fewer than a quorum of the Board of Directors, they may fill the
vacancy by the affirmative vote of a majority of all the directors, or by the
sole director, remaining in office. If the vacant office was held by
a director elected by a voting group of shareholders, only the remaining
director or directors elected by that voting group or the holders of shares of
that voting group are entitled to fill the vacancy. Directors shall
hold office until their successors are elected and qualified.
3.4 Removal of
Directors. The shareholders may remove one or more directors
with or without cause pursuant to the provisions of Section 55-8-08 of the
Business Corporation Act.
3.5 Compensation of
Directors. The Board may fix the compensation of directors,
provided, however, that no person who is a full-time employee of the corporation
shall receive any separate compensation for serving as a director of the
corporation, other than reimbursement of their expenses, if any. The
directors who are not officers of the corporation shall be paid their expenses,
if any, and a fixed sum for their attendance at each meeting of the Board of
Directors and each committee meeting. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
3.6 Committees. The
Board of Directors may create one or more committees and appoint members of the
Board of Directors to serve on them. The creation of a committee and
the appointment of members to it must be approved by the greater of (a) a
majority of all the directors in office when the action is taken, or (b) the
number of directors required by the articles of incorporation or these bylaws to
take such action under the provisions of Section 55-8-24 of the Business
Corporation Act. The provisions of Sections 55-8-20 through 55-8-24
of the Business Corporation Act, which govern meetings, action without meetings,
notice and waiver of notice, and quorum and voting requirements of the Board of
Directors, apply to committees and their members as well. To the
extent specified by the Board of Directors, the articles of incorporation, or
these bylaws, each committee may exercise the authority of the Board of
Directors under Section 55-8-01 of the Business Corporation Act except such
authority as may not be delegated under the Business Corporation
Act.
3.7 Transactions With Interested
Directors. No transaction between the Corporation and one or
more of its directors, or between the Corporation and any other corporation,
firm, association or other entity in which one or more of its directors are
directors or officers or are financially interested ("Interested Directors")
shall be either void or voidable for this reason alone, provided that such
transaction shall be approved by a majority of the directors other than the
Interested Directors present at the meeting of the Board of Directors or of the
committee authorizing or confirming such transaction or otherwise complies with
the provisions of the Business Corporation Act with respect to transactions with
interested directors.
4. Meetings of
Directors
4.1 Regular
Meetings. Meetings shall be held at such time as the Board
shall fix, except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently
assemble.
4.2 Special
Meetings. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairman of the Board, if any, of the
Vice-Chairman of the Board, if any, of the President, or of a majority of the
directors in office.
4.3 Place of Meetings;
Conference Telephone Meetings. The Board of Directors may hold
regular or special meetings in or out of the State of North Carolina as such
place shall be fixed by the Board. Members of the Board of Directors,
or any committee thereof, may participate in a meeting of the Board of Directors
or such committee by use of any means of communication by which all persons
participating may simultaneously hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.
4.4 Notice of Meetings and
Waiver of Notice. Regular meetings of the Board of Directors may be held
without notice of the date, time, place, or purpose of the
meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the
purpose of the meeting. A director may waive any notice required by
the Business Corporation Act, the articles of incorporation, or by these bylaws
before or after the date and time stated in the notice. A director's
attendance at or participation in a meeting waives any required notice to the
director of the meeting unless the director at the beginning of the meeting, or
promptly upon his arrival, objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting. Except as hereinbefore provided, a waiver shall
be in writing, signed by the director entitled to the notice, and
filed with the minutes or corporate records.
4.5 Quorum and Manner of
Acting. A quorum of the Board of Directors consists of a
majority of the number of directors prescribed in or fixed in accordance with
these bylaws. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the Board of
Directors. The Board of Directors may permit any or all directors to
participate in a regular or special meeting by, or conduct the meeting through
use of, any means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.
Meetings of the Board of Directors
shall be presided over by the following directors in the order of seniority and
if present and acting - the Chairman of the Board, if any, the Vice-Chairman of
the Board, if any, the President, or any other director chosen by the
Board.
4.6 Action of Directors Without
a Meeting. Action required or permitted by the Business
Corporation Act to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all members of the
Board. The action must be evidenced by one or more written consents,
signed by each director before or after such action, describing the action
taken, and included in the minutes or filed with the corporate
records. Action taken under this paragraph is effective when the last
director signs the consent, unless the consent specifies a different effective
date.
5. Officers
5.1 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, a Chief Operating
Officer, a Chief Financial Officer, one or more Vice Presidents, one or more
Assistant Secretaries and one or more Assistant Treasurers. In
addition, the Board of Directors may, from time to time, appoint such other
officers with such powers and duties as they shall deem necessary or
desirable. Any two or more offices may be held by the same person,
but no officer may act in more than one capacity where action of two or more
officers is required.
5.2 Election, Term of Office and
Qualifications. The officers of the Corporation shall be
elected annually by the Board of Directors at the first meeting of the Board
held after each annual meeting of Shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until
his successor is elected and qualified or until his death, resignation or
removal in the manner hereinafter provided.
5.3 Compensation. The
compensation of all officers of the Corporation shall be fixed by or under the
authority of the board of Directors, and no officer shall serve the Corporation
in any other capacity and receive compensation therefor unless such additional
compensation shall be duly authorized. The appointment of an officer
does not itself create contract rights.
5.4 Removal. Any
officer may be removed by the board at any time with or without cause; but such
removal shall not itself affect the officer's contract rights, if any, with the
Corporation.
5.5 Resignation. Any
officer may resign at any time by communicating his resignation to the
corporation, orally or in writing. A resignation is effective when
communicated unless it specifies in writing a later effective date. If a
resignation is made effective at a later date that is accepted by the
corporation, the Board of Directors may fill the pending vacancy before the
effective date if the Board provides that the successor does not take office
until the effective date. An officer's resignation does not affect
the corporation's contract rights, if any, with the officer.
5.6 Bonds. The
Board of Directors may by resolution require any officer, agent or employee of
the corporation to give bond to the Corporation, with sufficient sureties,
conditioned on the faithful performance of the duties of such person's
respective office or position, and to comply with such other conditions as may
from time to time be required by the Board of Directors.
5.7 Vacancies. A
vacancy in any office because of death, resignation, removal, or
disqualification, or any other cause, shall be filled for the unexpired portion
of the term in the manner prescribed by these bylaws for regular appointments or
elections to such offices.
5.8 Chief Executive
Officer. The Board of Directors may designate a Chief
Executive Officer from among the Chairman of the Board and the elected
officers. Subject to the control of the Board of Directors, the Chief
Executive Officer shall, in general, supervise and control all of the business
and affairs of the Corporation. In the absence of both the Chairman
and Vice Chairman of the Board, the Chief Executive Officer shall preside over
the meetings of the Board of Directors and of the shareholders at which he shall
be present.
5.9 Chief Operating
Officer. The Board of Directors may designate a Chief
Operating Officer from among the elected officers. Said officer will
have the responsibilities and duties as determined by the Board or the Chief
Executive Officer.
5.10 Chief Financial
Officer. The Board of Directors may designate a Chief
Financial Officer from among the elected officers. Said officer will
have the responsibilities and duties determined by the Board of Directors or the
Chief Executive Officer.
5.11 Chairman and Vice Chairman
of the Board. The Chairman of the Board shall preside over
meetings of the Board of Directors and of the shareholders at which he shall be
present and shall in general oversee all of the business and affairs of the
Corporation. In the absence of the Chairman of the Board, the Vice
Chairman of the Board shall preside at such meetings at which he shall be
present. The Chairman of the Board of Directors may execute any Deed,
Mortgage, Bond, Contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Directors or by these
bylaws to some other officer or agent of the Corporation or shall be required by
law to be otherwise executed. The Chairman of the Board and the Vice
Chairman of the Board shall perform such other duties as may be assigned to each
of them by the Board of Directors.
5.12 President. In
the absence of the Chairman of the Board, the Vice Chairman of the Board and the
Chief Executive Officer, the President shall preside over meetings of the Board
of Directors and of the shareholders at which he shall be present. In
the absence of a designation of a Chief Executive Officer by the Board of
Directors, the President shall be the Chief Executive Officer. The
President 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.
5.13 Vice
Presidents. The Board of Directors may designate an Executive
Vice President from among the elected officers. In the absence of the
President or in the event of his death, inability or refusal to act, the
Executive Vice-President, unless otherwise determined by the Board of Directors,
shall perform the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the
President. The Executive Vice-President may sign, with the Secretary
or an Assistant Secretary, certificates for shares of the Corporation; and shall
perform such other duties as from time to time may be prescribed by the
President or Board of Directors.
5.14 Secretary. The
Secretary shall: (a) keep the minutes of the meetings of shareholders, of the
Board of Directors, and of all committees in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (c) maintain and authenticate
the records of the Corporation and be custodian of the seal of the Corporation
and see that the seal of the Corporation is affixed to all documents the
execution of which on behalf of the Corporation under its seal is duly
authorized; (d) sign with the President, or the Executive Vice-President,
certificates for shares of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (e) maintain and have
general charge of the share transfer books of the Corporation; (f) prepare or
cause to be prepared shareholder lists prior to each meeting of shareholders as
required by law; (g) attest the signature or certify the incumbency or signature
of any officer of the Corporation; and (h) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be prescribed by the President or by the Board of Directors.
5.15 Assistant
Secretaries. In the absence of the Secretary or in the event
of the Secretary's death, inability or refusal to act, the Assistant Secretaries
in the order of their length of service as Assistant Secretary, unless otherwise
determined by the Board of Directors, shall perform the duties of the Secretary,
and when so acting shall have all the powers
of and be
subject to all the restrictions upon the Secretary. They shall
perform such other duties as may be prescribed by the Secretary, by the
President, or by the Board of Directors. Any Assistant Secretary may
sign, with the President or a Vice-President, certificates for shares of the
Corporation.
5.16 Treasurer. The
Treasurer shall: (a) have charge and custody of and be responsible for all funds
and securities of the Corporation; receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such depositories as shall be selected
by or under the authority of the Board of Directors; (b) maintain appropriate
accounting records as required by law; (c) prepare, or cause to be prepared,
annual financial statements of the Corporation that include a balance sheet as
of the end of the fiscal year and an income and cash flow statement for that
year, which statements, or a written notice of their availability, shall be
mailed to each shareholder within 120 days after the end of such fiscal year;
and (d) in general perform all of the duties incident to the office of treasurer
and such other duties as from time to time may be prescribed by the President or
by the Board of Directors.
5.17 Assistant
Treasurers. In the absence of the Treasurer or in the event of
the Treasurer's death, inability or refusal to act, the Assistant Treasurers in
the order of their length of service as such, unless otherwise determined by the
Board of Directors, shall perform the duties of the Treasurer, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the Treasurer. They shall perform such other duties as may be
prescribed by the Treasurer, by the President or by the Board of
Directors.
6. Contracts, Loans, Checks and
Deposits.
6.1 Contracts. The
Board of Directors may authorize any officer or officers, agent or agents to
enter into any contract or to execute and deliver any instrument on behalf of
the Corporation, and such authority may be general or confined to specific
instances.
6.2 Loans. No
loans shall be contracted on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name, unless as authorized by the Board of
Directors. Such authority may be general or confined to specific
instances.
6.3 Checks and
Drafts. All checks, drafts or other orders for the payment of
money, issued in the name of the Corporation, shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall from
time to time be determined by the Board of Directors.
6.4 Deposits. All
funds of the Corporation not otherwise employed shall be deposited from time to
time to the credit of the Corporation in such depositories as may be selected by
or under the authority of the Board of Directors.
6.5 Exercise of Ownership
Rights. Any share or other ownership interest in any other
corporation, partnership or other entity which may from time to time be held by
the Corporation may be represented and voted at any meeting of shareholders,
partners or members of such other corporation, partnership or other entity by
any officer duly authorized to so act on behalf of the Corporation by the Board
of Directors or if no officer is so authorized, by either the Chief Executive
Officer, the President or the Executive Vice President or by any proxy appointed
in writing by the Chief Executive Officer, the President or the Executive Vice
President.
Either of the Chief Executive Officer
or the President is expressly authorized to act on behalf of the Corporation in
carrying out and performing the duties and responsibilities of the Corporation
as the general partner of Tanger Properties Limited Partnership (the "Operating
Partnership") and, acting for the Corporation as general partner, either the
Chief Executive Officer or the President shall have general charge of the
business, affairs and property of the Operating Partnership and control over its
agents and employees in accordance with the Operating Partnership
Agreement.
7. Certificates for Shares and
Their Transfer
7.1 Certificate for
Shares. The Board of Directors may authorize the issuance of
some or all of the shares of the Corporation’s classes or series without issuing
certificates to represents such shares. If shares are represented by
certificates, the certificates shall be in such form as required by law and as
determined by the board of directors. Certificates shall be signed,
either manually or in facsimile, by the President or a Vice President and by the
Secretary or Treasurer or an Assistant Secretary or an Assistant
Treasurer. All certificates for shares shall be consecutively
numbered or otherwise identified and entered into the stock transfer books of
the corporation. When shares are represented by certificates, the
corporation shall issue and deliver to each shareholder to whom such shares have
been issued or transferred certificates representing the shares owned by that
shareholder. When shares are not represented by certificates then,
within a reasonable time after the issuance or transfer of such shares, the
corporation shall send the shareholder to whom such shares have been issued or
transferred, a written statement of the information required by law to be on
certificates.
7.2 Fractional Shares or
Scrip. The corporation may issue fractions of a share or pay
in money the value of fractions of a share; arrange for disposition of
fractional shares by the shareholders; and issue scrip in registered or bearer
form entitling the holder to receive a full share upon surrendering enough scrip
to equal a full share. Each certificate representing scrip must be
conspicuously labeled "scrip" and must contain the information required by
subsection (b) of Section 55-6-25 of the Business Corporation
Act. The holder of a fractional share is entitled to exercise the
rights of a shareholder, including the right to vote, to receive dividends, and
to participate in the assets of the corporation upon liquidation. The
holder of scrip is not entitled to any of these rights unless the scrip provides
for them. The Board of Directors may authorize the issuance of scrip
subject to any condition considered desirable, including (a) that the scrip will
become void if not exchanged for full shares before a specified date; and (b)
that the shares for which the scrip is exchangeable may be sold and the proceeds
paid to the script holders.
7.3 Transfers of
Shares. Upon compliance with any provisions restricting the
transferability of shares that may be set forth in the articles of
incorporation, these bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates, if any, for such shares properly endorsed and the
payment of all taxes thereon, if any. Except as may be otherwise provided by
law, the articles of incorporation or these bylaws, the person in whose name
shares stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation; provided that whenever any transfer
of shares shall be made for collateral security, and not absolutely, such fact,
if known to the Secretary of the corporation, shall be so expressed in the entry
of transfer.
7.4 Record Date for
Shareholders. In order to determine the shareholders who are
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action, the Board of Directors of the corporation may
fix a date as the record date for any such determination of shareholders, such
date in any case to be not more than seventy days before the meeting or action
requiring such determination of shareholders. A determination of
shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it must do if the meeting is adjourned to a date more
than one hundred twenty days after the date fixed for the original
meeting.
8. Indemnification.
8.1 General Indemnification of
Officers and Directors. The corporation shall to the fullest
extent permitted by the provisions of the North Carolina Business Corporation
Act, as the same may be amended and supplemented, indemnify officers and
directors whom it shall have power to indemnify under said provisions from and
against any and all of the fees, expenses, charges, liabilities or obligations
referred to in or covered by said provisions, and the indemnification provided
for herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under the Articles of Incorporation, any other
bylaw, vote of shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
8.2 Specific
Indemnified. Without in any way limiting the indemnification
provided in Section 8.1 hereof, the corporation shall indemnify and hold
harmless each of the following described persons, including the estate or
personal representative of such person, against any and all the liabilities and
expenses described below:
(a) Any
person who serves or has served as a director or officer shall be
indemnified against (i) any liability for or obligation to pay expenses,
including attorneys' fees, as and when incurred by such person, in connection
with any proceeding arising out of his status as a director or officer or any
activities of such person in his capacity as a director or officer and (ii) any
liability for or obligation to pay any judgment, settlement, penalty or fine
(including an excise tax assessed with respect to an employee benefit plan) in
any such proceeding; and
(b) Any
person who serves or has served as a director or officer and who, at the request
of the corporation, serves or has served as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise or as a trustee or administrator under an employee
benefit plan shall be indemnified against (i) any liability for or obligation to
pay expenses, including attorneys' fees, incurred by such person in connection
with any proceeding arising out of his status as a director or officer of the
corporation and\or as a director, officer, partner, trustee, employee or agent
of such other corporation, partnership, joint venture, trust or other enterprise
and\or as a trustee or administrator under an employee benefit plan or any
activities of such person in any of such capacities and (ii) any liability for
or obligation to pay any judgment, settlement, penalty or fine (including an
excise tax assessed with respect to an employee benefit plan) in any such
proceeding.
Provided however, such
indemnification will not extend to any liability or expense such person may
incur on account of his activities which, at the time taken, were known or
believed by him to be clearly in conflict with the best interests of the
corporation.
The term
"proceeding" as used herein includes any threatened, pending or completed civil,
criminal, administrative or investigative action, suit or proceeding (and any
appeal therein), whether formal or informal and whether or not brought by or on
behalf of the corporation.
8.3 Board
Assistance. The Board of Directors shall take all such action
as may be necessary and appropriate to authorize the corporation to pay, and to
have the corporation pay, the indemnification required by this Section
8. To the extent required by law, the Board shall give notice to, and
obtain approval by, the shareholders of the corporation for any decision to
indemnify.
8.4 Contract Right; Reliance
Upon Corporation's Indemnification. Any person who at any time
after the effective date of this bylaw serves or has served in a capacity that
would entitle him to be indemnified under the foregoing provisions of this
Section 8 shall be deemed to be serving and acting, or to have served and acted,
in such capacity in reliance upon, and as consideration for, the corporation's
agreement to provide the indemnification described in this Section
8. Any such person, or his legal representative, shall have a right
to require the corporation to provide the indemnification described
herein. The rights provided in this Section 8 shall be contract
rights fully enforceable by each beneficiary thereof, and shall be in addition
to, and not exclusive of, any other right to indemnification provided by
contract or under applicable law.
8.5 Expenses of Enforcing
Indemnification. The corporation agrees to and shall reimburse
any person for whom indemnification is provided pursuant to this Section for all
reasonable costs, expenses and attorneys' fees (including the costs of
investigation and preparation) as and when incurred by such person in connection
with the enforcement of such person's right to the indemnification granted by
this Section and shall advance such amounts to such person upon demand
therefor. Such reimbursable amounts shall be recoverable in any
action brought to enforce the right to the indemnification granted by this
Section.
9. General
Provisions
9.1 Corporate
Seal. The corporate seal shall be in such form as shall be
required by law and as shall be approved from time to time by the Board of
Directors.
9.2 Fiscal
Year. The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
9.3 Statutory Notices to
Shareholders. The Board of Directors may appoint the Treasurer
or other fiscal officer and/or the Secretary or any other officer to cause to be
prepared and furnished to shareholders entitled thereto any special financial
notice and/or any financial statement, which may be required by any provision of
law, and which, more specifically, may be required by Sections 55-16-20 and
55-16-21 of the Business Corporation Act.
9.4 Waiver of
Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of the North Carolina Business
Corporation Act or under the provisions of the Charter or bylaws of this
Corporation, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be equivalent to the giving of such notice.
9.5 Meaning of Certain
Terms. As used herein in respect of the right to notice of a
meeting of shareholders or a waiver thereof or to participate or vote thereat or
to consent or dissent in writing in lieu of a meeting, as the case may be, the
term "share" or "shares" or "shareholder" or "shareholders" refers to an
outstanding share or shares and to a holder or holders of record of outstanding
shares when the corporation is authorized to issue only one class of shares, and
said reference is also intended to include any outstanding share or shares and
any holder or holders of record of outstanding shares of any class upon which or
upon whom the articles of incorporation confer such rights where there are two
or more classes or series of shares or upon which or upon whom the Business
Corporation Act confers such rights notwithstanding that the articles of
incorporation might provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
9.6 Amendments. The
Board of Directors may amend or repeal these bylaws unless the articles of
incorporation or the Business Corporation Act reserves this power exclusively to
the shareholders in whole or in part, or the shareholders in amending or
repealing a particular bylaw provide expressly that the Board of Directors may
not amend or repeal that bylaw. The shareholders may amend or repeal
these bylaws even though the bylaws may also be amended or repealed by the Board
of Directors. A bylaw that fixes a greater quorum or voting
requirement for the Board of Directors may be amended or repealed only in
accordance with the provisions of Section.3.310-22 of the Business Corporation
Act.
9.7 Electronic
Transactions. The Corporation may conduct any transaction or
transactions by electronic means, and this provision shall constitute the
agreement of the Corporation, its shareholders and directors to the conduct of
transactions by electronic means.