<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1995
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From to
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Commission File Number 1-7859
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IRT PROPERTY COMPANY
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(Exact name of registrant as specified in its charter)
Georgia 58-1366611
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Galleria Parkway, Suite 1400
Atlanta, Georgia 30339
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(Address of principal (Zip Code)
executive offices)
(404) 955-4406
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 9, 1995
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Common Stock, $1 Par Value 25,582,144 Shares
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
IRT PROPERTY COMPANY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Real estate investments:
Rental properties, at cost $450,703,562 $442,642,705
Accumulated depreciation (44,264,563) (41,677,722)
----------- -----------
406,438,999 400,964,983
Net investment in direct financing
leases 9,234,480 9,295,880
Mortgage loans, net of interest
discounts of $300,014 in 1995 and
$311,033 in 1994 8,358,648 8,292,143
----------- -----------
Net real estate investments 424,032,127 418,553,006
Cash and cash equivalents 5,856,264 1,841,388
Accrued interest receivable 490,002 544,712
Prepaid expenses and other assets 6,803,816 7,640,249
----------- -----------
$437,182,209 $428,579,355
=========== ===========
LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable plus net
interest premium of $151,116 in
1995 and $92,683 in 1994 $107,168,478 $105,107,084
7.3% convertible subordinated
debentures due August 15, 2003 84,905,000 86,250,000
Indebtedness to bank 33,000,000 26,000,000
Accrued interest on debentures 791,976 2,378,583
Accrued expenses and other
liabilities 6,718,948 4,726,224
Deferred income taxes 1,079,000 1,079,000
----------- -----------
Total liabilities 233,663,402 225,540,891
----------- -----------
Commitments and Contingencies (Note 6)
Shareholders' Equity:
Common stock, $1 par value,
authorized 75,000,000 shares;
25,577,946 shares issued and
outstanding in 1995 and 25,420,747
shares in 1994 25,577,946 25,420,747
Additional paid-in capital 199,430,289 197,937,465
Cumulative distributions in excess
of net earnings (21,489,428) (20,319,748)
----------- -----------
Total shareholders' equity 203,518,807 203,038,464
----------- -----------
$437,182,209 $428,579,355
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated balance sheets.
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<PAGE> 3
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
For the Three Months Ended March 31, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Revenues:
Income from rental properties $14,472,991 $10,646,645
Interest 222,720 857,844
Interest on direct financing leases 584,596 534,310
---------- ----------
15,280,307 12,038,799
---------- ----------
Expenses:
Operating expenses of real estate
investments 3,116,001 2,407,360
Interest on mortgages 2,382,034 2,182,824
Interest on debentures 1,561,517 1,571,413
Interest on indebtedness to bank 525,468 23,991
Depreciation 2,586,841 1,975,683
Amortization of debt costs 110,951 111,096
General & administrative 801,274 634,501
---------- ----------
11,084,086 8,906,868
---------- ----------
Earnings from operations 4,196,221 3,131,931
Loss on sales of properties (16,673) -
---------- ----------
Net earnings $ 4,179,548 $ 3,131,931
========== ==========
Per Share:
Earnings from operations $ 0.16 $ 0.12
Loss on sales of properties - -
---------- ----------
Net earnings $ 0.16 $ 0.12
========== ==========
Weighted average number of shares
outstanding 25,475,205 25,297,019
========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 4
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
Additional Distributions Total
Common Paid-In in Excess of Shareholders'
Stock Capital Net Earnings Equity
------ ---------- ------------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1993 $25,288,624 $196,793,150 $(11,746,607) $210,335,167
Net earnings for period - - 3,131,931 3,131,931
Cash dividends paid -
$.21 per share - - (5,310,611) (5,310,611)
Issuance of shares under
Dividend Reinvestment
Plan, net 21,093 196,981 - 218,074
Exercise of Incentive Stock
Options, net 610 (519) - 91
Issuance of shares for the
acquisition of properties 11,162 109,946 - 121,108
---------- ----------- ----------- -----------
Balance at March 31, 1994 $25,321,489 $197,099,558 $(13,925,287) $208,495,760
========== =========== =========== ===========
Balance at December 31, 1994 $25,420,747 $197,937,465 $(20,319,748) $203,038,464
Net earnings for period - - 4,179,548 4,179,548
Cash dividends paid -
$.21 per share - - (5,349,228) (5,349,228)
Issuance of shares under
Dividend Reinvestment
Plan, net 30,323 251,940 - 282,263
Conversion of debentures,
net 119,554 1,175,718 - 1,295,272
Issuance of shares for the
acquisition of properties 7,322 65,166 - 72,488
---------- ----------- ----------- -----------
Balance at March 31, 1995 $25,577,946 $199,430,289 $(21,489,428) $203,518,807
========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 5
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 4,179,548 $ 3,131,931
Adjustments to reconcile earnings to net cash from
operating activities:
Depreciation 2,586,841 1,975,683
Loss on sales of properties 16,673 -
Amortization of debt costs 110,951 111,096
Recovery of investment in direct
financing leases 61,400 43,102
---------- ----------
6,955,413 5,261,812
Changes in accrued assets and liabilities:
Decrease in accrued interest on debentures (1,586,607) (1,311,719)
Decrease in interest receivable, prepaid
expenses and other assets 730,479 482,960
Increase in accrued expenses and other
liabilities 2,004,103 604,361
---------- ----------
Net cash flows from operating activities 8,103,388 5,037,414
---------- ----------
Cash flows from (used in) investing activities:
Proceeds from sales of properties, net 308,327 -
Additions to real estate investments, net -
Acquisitions, expansions and renovations (5,701,268) (144,397)
Improvements (159,135) (190,030)
Collections of mortgage loans, net 11,562 33,799
Additions to mortgage loans (78,067) -
---------- ----------
Net cash flows used in investing activities (5,618,581) (300,628)
---------- ----------
Cash flows from (used in) financing activities:
Cash dividends paid, net (5,066,965) (5,092,537)
Cash in lieu of fractional shares on conversion of
debentures (15) -
Exercise of Incentive Stock Options, net - 91
Amortization of mortgage notes payable, net (402,951) (332,565)
Repayment of mortgage notes payable, net - (130,000)
Increase in bank indebtedness, net 7,000,000 -
---------- ----------
Net cash flows from (used in) financing
activities 1,530,069 (5,555,011)
---------- ----------
Net increase (decrease) in cash and cash equivalents 4,014,876 (818,225)
Cash and cash equivalents at beginning of period 1,841,388 78,629,700
---------- ----------
Cash and cash equivalents at end of period $ 5,856,264 $77,811,475
========== ==========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 6
IRT PROPERTY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Supplemental disclosures of cash flow
information:
-------------------------------------
Cash paid during the period for interest
related to:
Mortgage notes payable $ 2,363,955 $2,234,936
Convertible subordinated debentures 3,148,124 2,885,782
Indebtedness to bank, net of $30,089
capitalized 508,599 24,524
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Total cash paid during the period
for interest $ 6,020,678 $5,145,242
========== =========
Supplemental schedule of noncash investing
and financing activities:
------------------------------------------
Acquisitions:
Cost of acquisitions, expansions and
renovations $ 8,238,101 $ 265,505
Additions to mortgage notes payable -
Assumed, including interest premium at
date of acquisition of $80,890 (2,464,345) -
Issuance of common stock (72,488) (121,108)
---------- ---------
Cash paid for acquisitions, expansions
and renovations of real estate
investments $ 5,701,268 $ 144,397
========== =========
Conversion of debentures:
Debentures converted $ 1,345,000 $ -
Associated unamortized debenture costs (49,713) -
Equity issued on conversion (1,295,272) -
---------- ---------
Cash paid in lieu of fractional shares $ 15 $ -
========== =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE> 7
IRT PROPERTY COMPANY
Notes to Consolidated Financial Statements
March 31, 1995 and 1994
1. Unaudited Financial Statements
These consolidated financial statements for interim periods are
unaudited and should be read in connection with the Company's Annual Report to
Shareholders for the year ended December 31, 1994. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to a fair presentation of the financial statements as of March 31,
1995 and 1994 have been recorded.
2. Earnings Per Share
Earnings per share have been computed based on the weighted average
number of shares of common stock outstanding. The effect on earnings per share
assuming conversion of the 7.3% convertible subordinated debentures would be
anti-dilutive. Exercise of the outstanding stock options would not have a
material dilutive effect on earnings per share.
3. Interest on Short-Term Investments
Interest income includes income on certificates of deposit of $634,534
for the three months ended March 31, 1994.
4. Purchase of Rental Properties
On January 6, 1995, the Company acquired two shopping centers in
Slidell and Galliano, Louisiana. The cost to the Company aggregated
$6,901,000, consisting of the initial purchase price of $6,658,000, $162,000 of
acquisition costs and an $80,890 premium recorded on the valuation of the
mortgage debt assumed. This acquisition was funded by the assumption of the
$2,383,000 existing mortgage debt and cash of $4,437,000. These two centers
were part of a package of 13 centers, 11 of which were acquired on December 21,
1994.
5. Loss on Sales of Properties
On February 27, 1995, the Company sold a parcel of land totaling 1.03
acres at its Siegen Village Shopping Center in Baton Rouge, Louisiana for a
total sales price of $325,000 and recognized a loss of approximately $16,700
for financial reporting purposes.
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<PAGE> 8
6. Commitments and Contingencies
During 1992, the Company purchased from the Sofran Group and the IBM
Retirement Plan Trust Fund (advised by Dreyfus Realty Advisors) 17 shopping
centers which have certain rental guaranties from the sellers. At the time of
the purchases, 290,762 shares of the Company's common stock (representing
approximately $3,003,000 of the purchase price) were retained as "holdback
shares." The Company may be required to issue all or a portion of the holdback
shares at various dates over the holdback periods if certain occupancy levels
on a portfolio basis or on agreed-upon spaces are achieved by the end of the
respective periods.
The Sofran holdback, which expired in January 1995, contained a total
of 169,290 shares. Over the term of this holdback, 9,182 shares were earned by
and issued to the sellers and the remaining 160,108 shares were forfeited.
The Dreyfus holdback, which expires in December 1995, contained a
total of 121,472 shares. For the period December 23, 1992 through March 31,
1995, the number of shares available to the sellers was reduced by 34,332
shares and the Company issued 70,545 shares to the sellers, leaving a balance
of 16,595 holdback shares.
The shares issued represented additional cost of acquisition for
financial reporting purposes. In addition, during the holdback periods, the
sellers are entitled to amounts equivalent to dividends on the holdback shares
until such time as their right to receive such holdback shares may be
extinguished at the close of the periods. The Company paid no dividend
equivalents during the first three months of 1995 and $10,409 of dividend
equivalents during the first three months of 1994 to the sellers of the Sofran
centers. Also, the Company paid dividend equivalents of $4,653 and $15,858
during the first quarter of 1995 and 1994, respectively, to the sellers of the
Dreyfus centers. These payments are considered part of the cost of acquisition
on the respective payment dates.
Additionally, the seller of one of the IBM/Dreyfus centers pledged
115,343 of its IRT Property Company shares to the Company as collateral for a
guarantee of rents payable by one of the anchor tenants which had filed
bankruptcy. For the period December 23, 1992 through March 31, 1995, 35,032
shares held as collateral were released to the seller and 7,593 shares were
retired, leaving a balance of 72,718 shares.
The Company has agreed to fund up to $260,000 under its mortgage loan
investment secured by Spanish Quarter Apartments for capital improvements.
Approximately $78,000 of this amount has been funded as of March 31, 1995.
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<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Material Changes in Financial Condition. During the first quarter of
1995, the Company borrowed $7,000,000 under its revolving term loan and received
cash proceeds of approximately $308,000 on the sale of a parcel of land at its
Siegen Village Shopping Center. It utilized funds of a) $6,820,000 for the
acquisition of two shopping center investments, consisting of cash of
approximately $4,437,000 and mortgage debt of approximately $2,383,000 secured
by one of the centers and b) $1,260,000 to fund expansion or redevelopment costs
of six existing investments. Additionally, $1,345,000 of the Company's 7.3%
convertible subordinated debentures were converted into 119,554 shares of common
stock at $11.25 per share.
There were no material changes in the Company's financial condition
during the first quarter of 1994.
Material Changes in Results of Operations. The Company's 1994
property acquisitions, expansions and redevelopments resulted in increases in
income from rental properties, operating expenses of real estate investments,
interest on mortgages and depreciation during the first quarter of 1995. The
increase in interest expense on mortgages was partially offset by the
refinancing of one mortgage note payable in February 1994 which reduced the
interest rate from 12.625% to 8.125% and the purchase of the 9.5% mortgage
secured by Valley West Mall in June 1994.
The decrease in interest income during the quarter ended March 31,
1995 was primarily the result of the investment of the remaining proceeds of
the Company's 1993 public offerings in December 1994. During the first quarter
of 1994, the Company earned approximately $635,000 on short-term money-market
investments.
During the first quarter of 1995, the Company received percentage
rentals totaling $347,000 from its four Wal-Mart investments accounted for as
direct financing leases, an increase of approximately $55,000 over that
received in 1994.
The Company had no borrowings under its bank credit facility during
the three months ended March 31, 1994, but had average borrowings of
approximately $24,750,000 during the comparable period in 1995. This resulted
in increased interest expense on bank debt for the first quarter of 1995.
The increase in general and administrative expenses in 1995 was
primarily due to the costs of increased administrative and property management
personnel as well as
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<PAGE> 10
increased shareholder relations costs, professional services, and state
franchise taxes.
Funds from Operations. Funds from operations is defined as net cash
flows from operating activities before changes in accrued assets and
liabilities. Funds from operations totaled $6,955,413 and $5,261,812 for the
three-month periods ended March 31, 1995 and 1994, respectively. Management
believes funds from operations should be considered along with, but not as an
alternative to, net income as defined by generally accepted accounting
principles as a measure of the Company's operating performance. Funds from
operations does not represent cash generated from operating activities in
accordance with generally accepted accounting principles and is not necessarily
indicative of cash available to fund cash needs.
During the first quarter of 1994, the Company had an average of
approximately $79,000,000 of the proceeds of the August 1993 equity and debt
offerings invested in short-term money market investments earning an average
interest rate of approximately 3.2%. This resulted in temporary dilution in
results of operations in 1994.
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<PAGE> 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
( 3) The Company's By-Laws, including amendments to
Articles II and VII of the By-Laws.
(27) Financial Data Schedule (for S.E.C. use only).
(b) Reports on Form 8-K. The Company filed a Current Report on
Form 8-K dated January 5, 1995 (date of event reported, December 21, 1994), as
amended under Forms 8-K/A dated January 20, 1995 and March 1, 1995, reporting
under Items 2 and 7, the acquisition of thirteen centers, eleven on December
21, 1994 and two on January 6, 1995, which Form 8-K, as amended, is
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.
IRT PROPERTY COMPANY
Date: May 9, 1995 /s/ Donald W. Macleod
----------- --------------------------
Donald W. MacLeod
Chairman & President
Date: May 9, 1995 /s/ Mary M. Thomas
----------- --------------------------
Mary M. Thomas
Executive Vice President &
Chief Financial Officer
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<PAGE> 1
EXHIBIT (3)
BY-LAWS
OF
IRT PROPERTY COMPANY
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be in the
State of Georgia, County of Fulton.
Section 2. Other Offices. The corporation may also have offices at
such other places both within and without the State of Georgia as the board of
directors may from time to time determine and the business of the corporation
may require or make desirable.
ARTICLE II
SHAREHOLDERS MEETINGS
Section 1. Annual Meetings. The annual meeting of the shareholders of
the corporation shall be held at the principal office of the corporation or at
such other place in the United States as may be determined by the board of
directors, at 10:00 a.m. on the last business day of the fifth month following
the close of each fiscal year or at such other time and date prior thereto and
following the close of the fiscal year as shall be determined by the board of
directors, for the purpose of electing directors and transacting such other
business as may properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of the shareholders
shall be held at the principal office of the corporation or at such other place
in the United States as may be designated in the notice of said meetings, upon
call of the president and shall be called by the president or the secretary
when so directed by the board of directors or at the request in writing of
shareholders owning at least 25% of the issued and outstanding capital stock of
the corporation entitled to vote thereat. Any such request shall state the
purposes for which the meeting is to be called.
Section 3. Notice of Meetings. Written notice of every meeting of
shareholders, stating the place, date and hour of the meeting, shall be given
personally or by mail to each shareholder of record entitled to vote at such
meeting not less than 10 nor more than 50 days before the date of the meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United
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States mail with first class postage thereon prepaid addressed to the
shareholder at his address as it appears on the corporation's record of
shareholders. Attendance of a shareholder at a meeting of shareholders shall
constitute a waiver of notice of such meeting and of all objections to the
place or time of meeting, or the manner in which it has been called or
convened, except when a shareholder attends a meeting solely for the purpose of
stating, at the beginning of the meeting, any such objection to the transaction
of any business. Notice need not be given to any shareholder who signs a
waiver of notice, in person or by proxy, either before or after the meeting.
Section 4. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all
meetings of the shareholders except as otherwise provided by statute, by the
articles of incorporation, or by these by-laws. If a quorum is not present or
represented at any meeting of the shareholders, a majority of the shareholders
entitled to vote thereat, present in person or represented by proxy, may
adjourn the meeting from time to time, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder
of record entitled to vote at the meeting.
Section 5. Voting. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of law or of the
articles of incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of the question. Each
shareholder shall at every meeting of the shareholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
registered in his name on the books of the corporation, but no proxy shall be
voted or acted upon after 11 months from its date, unless otherwise provided in
the proxy.
Section 6. Consent of Shareholders. Any action required or permitted
to be taken at any meeting of the shareholders may be taken without a meeting
if all of the shareholders consent thereto in writing, setting forth the action
so taken. Such consent shall have the same force and effect as a unanimous vote
of shareholders.
Section 7. List of Shareholders. The corporation shall keep at its
registered office or principal place of business, or at the
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office of its transfer agent or registrar, a record of its shareholders, giving
their names and addresses and the number, class and series, if any, of the
shares held by each. The officer who has charge of the stock transfer books of
the corporation shall prepare and make, before every meeting of shareholders or
any adjournment thereof, a complete list of the shareholders entitled to vote
at the meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number and class and series, if any, of shares held by
each. The list shall be produced and kept open at the time and place of the
meeting and shall be subject to inspection by any shareholder during the whole
time of the meeting for the purposes thereof. The said list may be the
corporation's regular record of shareholders if it is arranged in alphabetical
order or contains an alphabetical index.
ARTICLE III
DIRECTORS
Section 1. Powers. Except as otherwise provided by any legal
agreement among shareholders, the property, affairs and business of the
corporation shall be managed and directed by its board of directors, which may
exercise all powers of the corporation and do all lawful acts and things which
are not by law, by any legal agreement among shareholders, by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.
Section 2. Number, Election and Term. The number of directors which
shall constitute the whole board shall be no fewer than three and no more than
fifteen. Provided, however, the number of directors may be increased or
decreased from time to time by the board of directors by amendment of this
by-law, but no decrease shall have the effect of shortening the term of an
incumbent director. The directors shall be elected by plurality vote at the
annual meeting of shareholders, except as hereinafter provided, and each
director shall hold office until his successor is elected and qualified or
until his earlier resignation, removal from office or death. Directors shall
be natural persons who have attained the age of 18 years, but need not be
residents of the State of Georgia or shareholders of the corporation.
Section 3. Vacancies. Vacancies, including vacancies resulting from
any increase in the number of directors (but not including vacancies resulting
from removal from office by the shareholders, which vacancies shall be filled
pursuant to Article III, Section 10), may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and a director so chosen shall hold office until the next annual
election and until his successor is duly elected and qualified unless sooner
displaced. If there are no directors in
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office, then vacancies shall be filled through election by the shareholders.
Section 4. Meetings and Notice. The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Georgia. Regular meetings of the board of directors may
be held without notice at such time and place as shall from time to time be
determined by resolution of the board. Special meetings of the board may be
called by the president or by any two directors. Notice shall be given to each
director in person, or by written notice mailed to his business address at
least forty-eight hours in advance of a special meeting. Such notice shall
state a reasonable time, date and place of meeting, but the purpose need not be
stated therein. Notice need not be given to any director who signs a waiver of
notice either before or after the meeting. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting and waiver of all
objections to the place and time of the meeting, or the manner in which it has
been called or convened, except when the director states, at the beginning of
the meeting, any such objection or objections to the transaction of business.
Section 5. Quorum. At all meetings of the board a majority of
directors shall constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board, except as may be otherwise specifically
provided by law, by the articles of incorporation, or by these by-laws. If a
quorum shall not be present at any meeting of the board, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. Consent of Directors. Unless otherwise restricted by the
articles of incorporation or these by-laws, any action required or permitted to
be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as
the case may be, consent thereto in writing, setting forth the action so taken,
and the writing or writings are filed with the minutes of the proceedings of
the board or committee. Such consent shall have the same force and effect as a
unanimous vote of the board.
Section 7. Committees. The board of directors may by resolution
passed by a majority of the whole board, designate from among its members one
or more committees, including but not limited to an Executive Committee and an
Audit Committee, each committee to consist of two or more directors. The board
may designate one or more directors as alternate members of any committee, who
may replace any absent member at any meeting of such committee. Any such
committee, to the extent provided in the resolution, shall
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have and may exercise all of the authority of the board of directors in the
management of the business and affairs of the corporation, except that it shall
have no authority with respect to (1) amending the articles of incorporation or
these by-laws; (2) adopting a plan of merger or consolidation; (3) the sale,
lease, exchange or other disposition of all or substantially all of the
property and assets of the corporation; and (4) a voluntary dissolution of the
corporation or a revocation thereof. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the board of directors. A majority of each committee may determine its
action and may fix the time and places of its meetings, unless otherwise
provided by the board of directors. Each committee shall keep regular minutes
of its meetings and report the same to the board of directors when required.
Section 8. Executive Committee. The board of directors may appoint an
executive committee consisting of three or more members of the board. The
committee may exercise all of the powers of the board of directors between
meetings of the board, but the executive committee shall not have the authority
of the board of directors in reference to: (1) amending the articles of
incorporation or the by-laws of the corporation; (2) adopting a plan of merger
or consolidation; (3) the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the corporation; and (4) a
voluntary dissolution of the corporation or a revocation thereof.
Section 9. Audit Committee. The board of directors may appoint an
audit committee consisting of three or more members of the board, who to the
extent practicable shall be members who are not officers or employees of the
corporation, whose duties shall be to:
(1) recommend to the board the selection of the company's
independent auditors;
(2) approve the overall scope of the annual audit of the company;
(3) review the results of the annual audit;
(4) review the overall control procedures; and
(5) report to the board on its findings and recommendations.
Section 10. Removal of Directors. At any shareholders' meeting with
respect to which notice of such purpose has been given, any director may be
removed from office, with or without cause, by the vote of shareholders
representing a majority of the issued and outstanding capital stock entitled to
vote for the
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election of directors, and his successor may be elected at the same or any
subsequent meeting of shareholders; provided that to the extent any vacancy
created by such removal is not filled by such an election within 60 days after
such removal, the remaining directors shall, by majority vote, fill any such
vacancy.
Section 11. Compensation of Directors. Directors shall be entitled
to such reasonable compensation for their services as directors or members of
any committee of the board as shall be fixed from time to time by resolution
adopted by the board, and shall also be entitled to reimbursement for any
reasonable expenses incurred in attending any meeting of the board or any such
committee.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be chosen by
the board of directors and shall be a president, a secretary and a treasurer.
The board of directors may also choose a chairman of the board, one or more
vice presidents, assistant secretaries and assistant treasurers. Any number of
officers, except the offices of president and secretary may be held by the same
person. The board of directors may appoint such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time
to time by the board.
Section 2. Compensation. The salaries of all officers and agents of
the corporation shall be fixed by the board of directors or a committee or
officer appointed by the board.
Section 3. Term of Office. Unless otherwise provided by resolution of
the board of directors, the principal officers shall be chosen annually by the
board at the first meeting of the board following the annual meeting of
shareholders of the corporation, or as soon thereafter as is conveniently
possible. Subordinate officers may be elected from time to time. Each officer
shall serve until his successor shall have been chosen and qualified, or until
his death, resignation or removal.
Section 4. Removal. Any officer may be removed from office at any
time, with or without cause, by the board of directors whenever in its judgment
the best interest of the corporation will be served thereby.
Section 5. Vacancies. Any vacancy in an office resulting from any
cause may be filled by the board of directors.
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Section 6. Powers and Duties. Except as hereinafter provided, the
officers of the corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the board of directors.
(a) President. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
shareholders and (unless the board shall have created an office of
chairman of the board) the board of directors, shall have general and
active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried
into effect. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of
the corporation.
(b) Vice President. In the absence of the president or in
the event of his inability or refusal to act, the vice president (or
in the event there be more than one vice president, the vice
presidents in the order designated, 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. The
vice presidents shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
(c) Secretary. The secretary shall attend all meetings of
the board of directors and all meetings of the shareholders and record
all the proceedings of the meetings of the corporation and of the
board of directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He shall
have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such assistant secretary. The board
of directors may give general authority to any other officer to affix
the seal of the corporation and to attest the affixing by his
signature.
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(d) Assistant Secretary. The assistant secretary or if there
be more than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination, then in
the order of their election), shall, in the absence of the secretary
or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from
time to time prescribe.
(e) Treasurer. The treasurer shall have the custody of the
corporate funds and securities 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. He 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 the board of directors, at its regular meetings, or when
the board of directors so requires, an account of all his transactions
as treasurer and of the financial condition of the corporation. If
required by the board of directors, he shall give the corporation a
bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office and
for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.
(f) Assistant Treasurer. The assistant treasurer, or if
there shall be more than one, the assistant treasurers in the order
determined by the board of directors (or if there be no such
determination, then in the order of their election), shall, in the
absence of the treasurer or in the event of his inability or refusal
to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
Section 7. Voting Securities of Corporation. Unless otherwise ordered
by the board of directors, the president shall have full power and authority on
behalf of the corporation to attend and to act and vote at any meetings of
security holders or corporations in which the corporation may hold securities,
and at such meetings shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the corporation might
have possessed and exercised if it had been
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present. The board of directors by resolution from time to time may confer
like powers upon any other person or persons.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Form of Certificates. Every holder of fully-paid stock in
the corporation shall be entitled to have a certificate in such form as the
board of directors may from time to time prescribe.
Section 2. Lost Certificates. The board of directors may direct that
a new certificate be issued in place of any certificate theretofore issued by
the corporation and alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen
or destroyed.
Section 3. Transfers.
(a) Transfers of shares of the capital stock of the
corporation shall be made only on the books of the corporation by the
registered holder thereof, or by his duly authorized attorney, or with
a transfer clerk or transfer agent appointed as in Section 5 of this
Article provided, and on surrender of the certificate or certificates
for such shares properly endorsed and the payment of all taxes
thereon.
(b) The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of
shares to receive dividends, and to vote as such owner, and for all
other purposes, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.
(c) Shares of capital stock may be transferred by delivery of
the certificates therefor, accompanied either by an assignment in
writing on the back of the certificates or by separate written power
of attorney to sell, assign and transfer the same, signed by the
record holder thereof, or by
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his duly authorized attorney-in-fact, but no transfer shall affect the
right of the corporation to pay any dividend upon the stock to the
holder of record as the holder in fact thereof for all purposes, and
no transfer shall be valid, except between the parties thereto, until
such transfer shall have been made upon the books of the corporation
as herein provided.
(d) The board may, from time to time, make such additional
rules and regulations as it may deem expedient, not inconsistent with
these by-laws or the certificate of incorporation, concerning the
issue, transfer and registration of certificates for shares of the
capital stock of the corporation.
Section 4. Record Date. In order that the corporation may determine
the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect to any change, conversion or exchange of stock
or for the purpose of any other lawful action, the board of directors may fix,
in advance, a record date, which shall not be more than 50 days and, in case of
a meeting of shareholders, not less than 10 days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of and to vote at any meeting of shareholders, the record date shall be
at the close of business on the day next preceding the day on which the notice
is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. If no record date is fixed for
other purposes, the record date shall be at the close of business on the day
next preceding the day on which the board of directors adopts the resolution
relating thereto. A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment of
the meeting unless the board of directors shall fix a new record date for the
adjourned meeting.
Section 5. Transfer Agent and Registrar. The board of directors may
appoint one or more transfer agents or one or more transfer clerks and one or
more registrars, and may require all certificates of stock to bear the
signature or signatures of any of them.
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ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of incorporation, if
any, may be declared by the board of directors at any regular or special
meetings, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the corporation's capital stock, subject to the provisions of the
articles of incorporation. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
Section 2. Fiscal Year. Except as otherwise determined by the board
of directors, the fiscal year of the corporation shall end on December 31 of
each year.
Section 3. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal" and "Georgia". The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise. In the event it is
inconvenient to use such seal at any time, the signature of the corporation
followed by the work "Seal" enclosed in parentheses shall be deemed the seal of
the corporation.
Section 4. Annual Statements. Not later than four months after the
close of each fiscal year, and in any case prior to the next annual meeting of
shareholders, the corporation shall prepare:
(1) A balance sheet showing in reasonable detail the
financial condition of the corporation as of the close of its fiscal
year; and
(2) A profit and loss statement showing the results of its
operations during its fiscal year.
Upon written request, the corporation promptly shall mail to any shareholder of
record a copy of the most recent such balance sheet and profit and loss
statement.
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ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right of Indemnification and Standards of Conduct. Every
person (and the heirs and legal representatives of such person) who is or was a
director or officer of this corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, trust, partnership or joint venture, may in accordance with
Section 2 hereof be indemnified for any liability and expense that may be
incurred by him in connection with or resulting from any threatened, pending or
completed action, suit or proceedings, whether civil, criminal, administrative
or investigative (whether brought by or in the right of this corporation or
otherwise), or in connection with any appeal relating thereto, in which he may
become involved, as a party or prospective party or otherwise, by reason of his
being or having been a director or officer of this corporation or such other
corporation, or by reason of any action taken or not taken in his capacity as
such director or officer or as a member of any committee appointed by the board
of directors of this corporation to act for, in the interest of, or on behalf
of this corporation, whether or not he continues to be such at the time such
liability or expense shall have been incurred; provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of this corporation and, in addition, with respect to any
criminal action or proceeding, did not have reasonable cause to believe that
his conduct was unlawful. As used in this Article, the terms "liability" and
"expense" shall include, but shall not be limited to, counsel fees and
disbursements and amounts of judgments, fines or penalties, and amounts paid in
compromise or settlement by a director or officer. The termination of any
claim, action, suit or proceeding, by judgment, order, compromise, settlement
(with or without court approval) or conviction or upon a plea of guilty or of
nolo contendere, or its equivalent, shall not create a presumption that a
director or officer did not meet the standards of conduct set forth in this
Section.
Section 2. Determination of Right of Indemnification. Every person
(and the heirs and legal representatives of such person) referred to in Section
1 hereof who has been wholly successful, on the merits or otherwise, with
respect to any claim, action, suit or proceeding of the character described in
Section 1 hereof shall be entitled to indemnification as of right without any
further action or approval by the board of directors. Except as provided in
the immediately preceding sentence, any indemnification under Section 1 next
above shall be made at the discretion of this corporation, but only if (a) the
board of directors, acting by majority vote of a quorum consisting of directors
who were not parties to such claim, action, suit or proceeding, present or
voting, shall find
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that the director or officer has met the standard of conduct set forth in
Section 1 hereof, or (b) if no such quorum of the board is obtainable, or even
if obtainable a quorum of disinterested directors so directs, independent legal
counsel shall deliver to the corporation their written opinion that such
director or officer has met such standards, or (c) the holders of a majority of
stock then entitled to vote for the election of directors shall determine by
affirmative vote that such director or officer has met such standard.
Notwithstanding the foregoing, no officer or director who was or is a
party to any action or suit by or in the right of the corporation to procure
judgment in its favor by reason of the fact that he is or was an officer or
director of this or such other corporation shall be indemnified in respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to this
corporation unless and except to the extent that the Court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability and in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court shall deem proper.
Section 3. Advance of Expense. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding, only as authorized
by the board of directors in the specific case (including by one or more
directors who may be parties to such action, suit or proceeding), upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company as authorized in this Article VII.
Section 4. Rights of Indemnification Cumulative. The rights of
indemnification provided in this Article VII shall be in addition to any rights
to which any such director or officer or other person may otherwise be entitled
under any by-law, agreement, vote of shareholders, or otherwise, including
without limitation any person who was a director, trustee or officer of any
corporation, partnership or trust which was a predecessor to the corporation
(whether resulting from a merger, consolidation or sale of assets) to the
extent provided in any agreement setting forth the terms and conditions of such
merger, consolidation or sale of assets, and shall be in addition to the power
of the corporation to purchase and maintain insurance on behalf of any such
director or officer or other person against any liability asserted against him
and incurred by him in such capacity, or arising out of his status as such,
regardless of whether the corporation would have the power to indemnify him
against such liability under this Article or otherwise.
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Section 5. Statement to Shareholders. If any expenses or other
amounts are paid by way of indemnification, otherwise than by court order or
action by the shareholders or by an insurance carrier pursuant to insurance
maintained by the corporation, the corporation shall, not later than the next
annual meeting of shareholders unless such meeting is held within three months
from the date of such payment, and, in any event, within 15 months from the
date of such payment, send by first class mail to its shareholders of record at
the time entitled to vote for the election of directors a statement specifying
the persons paid, the amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.
ARTICLE VIII
AMENDMENTS
The board of directors shall have power to alter, amend or repeal the
by-laws or adopt new by-laws by majority vote of all of the directors, except
Article III, Section 10 to the extent to which it grants the authority to fill
certain vacancies, but any by-laws adopted by the board of directors may be
altered, amended or repealed and new by-laws adopted, by the shareholders by
majority vote of all of the shares having voting power.
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[By-Law Amendment]
RESOLUTIONS ADOPTED
BY THE BOARD OF DIRECTORS
OF IRT PROPERTY COMPANY
WHEREAS, the Board of Directors of IRT Property Company ("IRT") has
determined that it is in the best interest of IRT to amend the provisions of
the By-Laws of IRT relating to indemnification of officers and directors of IRT
to conform such provisions to recent amendments to the Georgia Business
Corporation Code adopted by the Georgia General Assembly effective July 1,
1987; and
WHEREAS, Article VIII of the By-Laws provides that the By-Laws may be
amended with the affirmative vote of a majority of the members of the Board of
Directors;
NOW, THEREFORE, BE IT RESOLVED, that Article VII of such By-Laws is
hereby deleted in its entirety and a new Article VII is substituted in lieu
thereof to read as follows:
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Indemnification in Actions Other Than Those By or In the
Right of the Corporation. The corporation shall indemnify any director of the
corporation or any officer elected by the board of directors (and may indemnify
any other officer or any employee or agent of the corporation) who was or is a
party or who is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding, if he
acted in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or
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proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Indemnification in Actions By or In the Right of the
Corporation. The corporation shall indemnify any director of the corporation
or any officer elected by the board of directors (and may indemnify any other
officer or any employee or agent of the corporation) who was or is a party or
who is threatened to be made a party to any threatened, pending, or completed
action or suit by, or in the right of, the corporation to procure a judgment in
its favor, by reason of the fact he is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the corporation; except that no indemnification shall be made in respect to
any claim, issue, or matter as to which such person shall have been adjudged to
be liable to the corporation, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 3. Mandatory Indemnification of Expenses in Successful
Defenses. To the extent that a director, officer, employee, or agent of the
corporation has been successful, on the merits or otherwise, in defense of any
action, suit, or proceeding referred to in Section 1 or Section 2 of this
Article or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 4. Authorization for Indemnification. Any indemnification
under Section 1 or Section 2 of this Article (unless ordered by a court) shall
be made by the corporation only upon a determination in the specific case that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Section 1 or Section 2 of this Article, as the case may be, and if
indemnification is determined to be proper then, in the case of proposed
indemnification of any person other than a director of the corporation or a
board-elected officer, only as authorized in the specific case. Such
determination shall be made:
(1) By the board of directors by a majority vote of a
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quorum consisting of directors who were not parties to such action,
suit, or proceeding;
(2) If such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) By the affirmative vote of a majority of the shares
entitled to vote thereon.
Section 5. Advancement of Expenses. Expenses incurred by a director
or officer of the corporation in defending a civil or criminal action, suit, or
proceeding shall be paid by the corporation in advance of the final disposition
of such action, suit, or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this Article. Such expenses incurred by other employees and
agents of the corporation may, at the discretion of the board of directors, be
so paid upon such terms and conditions, including receipt of the undertaking to
repay as described above, as the board of directors deems appropriate.
Section 6. Non-Exclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article shall not be deemed exclusive of any other
rights, in respect to indemnification or otherwise, to which those seeking
indemnification or advancement of expenses may be entitled under any by-law,
resolution or agreement, either specifically or in general terms approved by
the affirmative vote of the holders of a majority of the shares entitled to
vote thereon, taken at a meeting, the notice of which specified that such
by-law, resolution or agreement would be placed before the shareholders, both
as to action by a director, officer, employee or agent in his official capacity
and as to action in another capacity while holding such office or position,
except that no such other rights, in respect to indemnification or otherwise,
may be provided or granted to a director, officer, employee or agent pursuant
to this Section 6 by the corporation with respect to the liabilities described
in divisions (b)(3)(A)(i) through (b)(3)(A)(iv) of Section 14-2-171 of the
Georgia Business Corporation Code.
Section 7. Insurance. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or who is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
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corporation would have the power to indemnify him against such liability under
this Article.
Section 8. Notification to Shareholders of Amounts Paid in
Indemnification. If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholders or
by an insurance carrier pursuant to insurance maintained by the corporation,
the corporation, not later than the next annual meeting of shareholders, unless
such meeting is held within three months from the date of such payment, and in
any event, within 15 months from the date of such payment, shall send in
accordance with the manner specified in Section 14-2-113 of the Georgia
Business Corporation Code to its shareholders of record at the time entitled to
vote for the election of directors a statement specifying the persons paid, the
amounts paid, and the nature and status at the time of such payment of the
litigation or threatened litigation.
Section 9. Meaning of "Corporation" for Purposes of Article. For
purposes of this Article, references to "the corporation" shall include, in
addition to the surviving or new corporation, any merging or consolidating
corporation (including any merging or consolidating corporation of a merging or
consolidating corporation) absorbed in a merger or consolidation, so that any
person who is or was a director, officer, employee or agent of such merging or
consolidating corporation, or who is or was serving at the request of such
merging or consolidating corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, or other enterprise,
shall stand in the same position under this Article with respect to the
resulting or surviving corporation as he would if he had served the resulting
or surviving corporation in the same capacity, provided that no indemnification
under Section 1 or Section 2 of this Article permitted by this Section 9 shall
be mandatory under this Section 9 or any by-law of the surviving or new
corporation without the approval of such indemnification by the board of
directors or shareholders of the surviving or new corporation, in the manner
provided in paragraphs (1) and (3) of Section 4 of this Article.
Section 10. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by or granted pursuant
to this Article shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
Section 11. Severability. In the event that any of the provisions of
this Article (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the
18
<PAGE> 19
remaining provisions are severable and shall remain enforceable to the fullest
extent permitted by law.
19
<PAGE> 20
[By-Law Amendment]
RESOLUTIONS ADOPTED
BY THE BOARD OF DIRECTORS
OF IRT PROPERTY COMPANY
WHEREAS, the Board of Directors of IRT Property Company ("IRT") has
determined that it is in the best interest of IRT to amend the provisions of
the By-Laws of IRT relating to the time and date of the annual meeting of
shareholders of IRT; and
WHEREAS, Article VIII of the By-Laws provides that the By-Laws may be
amended with the affirmative vote of a majority of the members of the Board of
Directors;
NOW, THEREFORE, BE IT RESOLVED, that Article II, Section 1 of such
By-Laws is hereby deleted in its entirety and a new Article II, Section 1 is
substituted in lieu thereof to read as follows:
ARTICLE II
SHAREHOLDERS MEETINGS
Section 1. Annual Meetings. The annual meeting of the shareholders of
the corporation shall be held at the principal office of the corporation or at
such other place in the United States as may be determined by the board of
directors, at such time and on such date following the close of the fiscal year
as shall be determined by the board of directors, for the purpose of electing
directors and transacting such other business as may properly be brought before
the meeting.
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF IRT PROPERTY COMPANY AS OF AND FOR THE QUARTER ENDED
MARCH 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 5,856
<SECURITIES> 0
<RECEIVABLES> 490
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,150
<PP&E> 459,938
<DEPRECIATION> 44,265
<TOTAL-ASSETS> 437,182
<CURRENT-LIABILITIES> 7,511
<BONDS> 225,073
<COMMON> 25,578
0
0
<OTHER-SE> 177,941
<TOTAL-LIABILITY-AND-EQUITY> 437,182
<SALES> 0
<TOTAL-REVENUES> 15,280
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,504
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,580
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,196
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,180
<EPS-PRIMARY> .16
<EPS-DILUTED> 0
</TABLE>
