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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): January 28, 1997
CARRAMERICA REALTY CORPORATION
(formerly Carr Realty Corporation)
(Exact name of registrant as specified in its charter)
Maryland 1-11706 52-1796339
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 624-7500
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FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 28, 1997, the Company entered into a secured credit
agreement with Morgan Guaranty Trust of New York (the "Bank") pursuant to which
the Company is permitted to borrow up to a maximum of $150 million (the "Secured
Facility"). The Secured Facility bears interest on the amount outstanding at an
annual interest rate of either the prime lending rate plus 50 basis points or
162.5 basis points over LIBOR. The Secured Facility has a term of 6 months, with
an option for two 6 month extensions. The Company has granted the Bank a first
priority security interest in Rio Robles Technology Center located in the
Silicon Valley and in Unisys Center located in Lombard, Illinois, a suburb of
Chicago and, accordingly, is able to borrow up to $63 million. The Company
intends, from time to time, to grant additional first priority security
interests in other of its suburban office properties to increase the amount
available to it under the Secured Facility. As of January 28, 1997, the Company
has drawn $52 million on the Secured Facility.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information .
Not applicable.
(c) Exhibits
Attached hereto as Exhibit 3 is the Second Amendment and Restatement
of the Company's By-laws, adopted by the Company's Board of Directors on October
25, 1996.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereto duly authorized.
Date: February 12, 1997
CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
-------------------------
Brian K. Fields
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
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3 Second Amendment and Restatement of the Company's By-laws,
adopted by the Company's Board of Directors on October 25, 1996.
</TABLE>
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EXHIBIT 3
SECOND AMENDMENT AND RESTATEMENT
OF
CARRAMERICA REALTY CORPORATION
BY-LAWS
CarrAmerica Realty Corporation, a Maryland Corporation (the
"Corporation") having its principal office in Maryland in Baltimore, Maryland,
and having the Corporation Trust, Incorporated as its resident agent located at
32 South Street, Baltimore, Maryland, hereby amends and restates the By-laws of
the Corporation adopted as of July 9, 1992, and the Amendment and Restatement of
By-laws adopted as of February 5, 1993, as follows:
ARTICLE 1
The name of the Corporation is: CarrAmerica Realty
Corporation.
ARTICLE 2
OFFICES
The Corporation shall maintain a registered office in the
State of Maryland as required by law. The Corporation may also have offices at
other places, within or without the State of Maryland, as the business of the
Corporation may require.
ARTICLE 3
STOCKHOLDERS
Section 3.01. Annual Meeting. The annual meeting of the
stockholders shall be held each year between May 1 and May 31 on such date and
at such time as the Board of Directors designates. At each annual meeting, the
stockholders shall elect the members of the Board of Directors and transact such
other business as may be properly brought before the meeting.
Section 3.02. Special Meetings. Special meetings of
stockholders for any purpose or purposes, described in the meeting notice, may
be called by the President or the Chairman of the Board of Directors and shall
be called by the President or the Chairman of the Board of Directors or the
Secretary at the request in writing of one (1) or more Directors or of the
holders of 35 percent or more of the issued and outstanding shares of capital
stock of the Corporation entitled to be voted at the
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meeting. Such a request shall state the purpose or purposes of the proposed
meeting.
Section 3.03. Place of Meetings. Meetings of stockholders
possessing voting shares shall be held at such place, within or without the
State of Maryland, as the Board of Directors designates.
Section 3.04. Notice of Stockholder Meetings.
(a) Required Notice. Written notice stating the place, day and
hour of any annual or special stockholder meeting shall be delivered not less
than 10 nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Board of Directors, or
other persons calling the meeting, to each stockholder of record entitled to
vote at such meeting and to any other stockholder entitled by the Maryland
General Corporation Law or the Articles of Incorporation to receive notice of
the meeting. Notice shall be deemed to be effective at the earlier of: (1) when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid; (2) on the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee; or (3) when received.
(b) Adjourned Meeting. If any stockholder meeting is adjourned
to a different date, time, or place, notice need not be given of the new date,
time, and place, if the new date, time, and place is announced at the meeting
before adjournment. But if the new record date for the adjourned meeting is or
must be fixed, then notice must be given pursuant to the requirements of
paragraph (a) of this Section 3.04, to those persons who are stockholders as of
the new record date.
(c) Waiver of Notice. A stockholder may waive notice of the
meeting (or any notice required by the Maryland General Corporation Law,
Articles of Incorporation, or these By-laws), by a writing signed by the
stockholder entitled to the notice, which is delivered to the Corporation
(either before or after the date and time stated in the notice) for inclusion in
the minutes or filing with the corporate records.
A stockholder's attendance at a meeting:
(1) waives objection to lack of notice or defective
notice of the meeting unless the stockholder at the
beginning of the meeting objects to holding
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the meeting or transacting business at the meeting;
or
(2) 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 stockholder objects to considering the matter
when it is presented.
(d) Contents of Notice. The notice of each special stockholder
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as provided in this Section 3.04 (d), or as provided
in the Corporation's Articles of Incorporation, or otherwise in the Maryland
General Corporation Law, the notice of an annual stockholder meeting need not
include a description of the purpose or purposes for which the meeting is
called.
Section 3.05. Fixing of Record Date; List of Stockholders. The
Board of Directors may fix, in advance, a record date not less than thirty nor
more than ninety days before the date then fixed for the holding of any meeting
of the stockholders. The record date shall not be prior to the close of business
on the day the record date is fixed. All persons who were holders of record of
shares at such time, and no others, shall be entitled to vote at such meeting
and any adjournment thereof. At each meeting of stockholders, a true, full and
complete list of all stockholders entitled to vote at each meeting, showing the
number and class of shares held by each and certified by the transfer agent for
such class or by the Secretary, shall be furnished by the Secretary to the Board
of Directors.
Section 3.06. Quorum. The holders, present in person or
represented by proxy, of a majority of the issued and outstanding shares of
capital stock entitled to be voted at a meeting shall constitute a quorum for
the transaction of business at the meeting. If less than a quorum is present,
the holders of a majority of such shares whose holders are so present or
represented may from time to time adjourn the meeting to another place, date or
hour until a quorum is present, whereupon the meeting may be held, as adjourned,
without further notice except as required by law or by Section 3.04.
Section 3.07. Voting. When a quorum is present at a meeting of
the stockholders, the vote of the holders of a majority of the shares of capital
stock entitled to be voted whose holders are present in person or represented by
proxy shall decide any question brought before the meeting, unless the question
is one upon which, by express provision of law or of the
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Articles of Incorporation or of these By-laws, a different vote is required.
Unless otherwise provided in the Articles of Incorporation, each stockholder
shall at a meeting of the stockholders be entitled to one (1) vote in person or
by proxy for each share of capital stock entitled to be voted held by such
stockholders. At a meeting of the stockholders, all questions relating to the
qualifications of voters, the validity of proxies, and the acceptance or
rejection of votes shall be decided by the presiding officer of the meeting.
Section 3.08. Presiding Officer of Meetings. The Chairman of
the Board of Directors, or in his absence the Chief Executive Officer, or in
both their absence the President, shall preside at all meetings of the
stockholders. In the absence of the Chairman of the Board, the Chief Executive
Officer and the President, the presiding officer shall be elected by vote of the
holders of a majority of the shares of capital stock entitled to be voted whose
holders are present in person or represented by proxy at the meeting.
Section 3.09. Secretary of Meetings. The Secretary of
the Corporation shall act as secretary of all meetings of the stockholders. In
the absence of the Secretary, the presiding officer of the meeting shall appoint
any other person to act as secretary of the meeting.
Section 3.10. Proxies. At all meetings of stockholders, a
stockholder may vote in person or vote by proxy which is executed in writing by
the stockholder or which is executed by his duly authorized attorney-in-fact.
Such proxy shall be filed with the Secretary of the Corporation or other persons
authorized to tabulate votes before or at the time of the meeting. No proxy
shall be valid after 11 months from the date of its execution unless otherwise
provided in the proxy.
Section 3.11. Nominations and Stockholder Business.
(a) Annual Meeting of Stockholders.
(1) With respect to an annual meeting of stockholders,
nominations of persons for election to the Board of
Directors and the proposal of business to be
considered by the stockholders may be made only (i)
by or at the direction of the Board of Directors or
(ii) by any stockholder of the Corporation who was a
stockholder of record at the time of giving notice of
such nomination, who is entitled to vote at the
meeting and who complied with the notice procedures
set forth in this Section 3.11(a).
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(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder
pursuant to clause (ii) of paragraph (a)(1) of this
Section 3.11, the stockholder must have given timely
notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 60
days nor more than 90 days 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 advanced by more than 30 days
or delayed by more than 60 days from such anniversary
date, notice by the stockholder to be timely must be
so delivered not earlier than the 90th day prior to
such annual meeting and not later than the close of
business on the later of the 60th day prior to such
annual meeting or the tenth day following the day on
which public announcement of the date of such meeting
is first made. Such stockholder's notice shall set
forth: (i) as to each person whom the stockholder
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, or is otherwise
required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being
named in the proxy statement as a nominee and to
serving as a director if elected); (ii) as to any
other business that the stockholder proposed to bring
before the meeting, the reasons for conducting such
business at the meeting and any material interest in
such business of such stockholder and of the
beneficial owner, if any, on whose behalf the
proposal is made; and (iii) as to the stockholder
giving notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made, the
name and address of such stockholder, as they appear
on the Corporation's books and of such beneficial
owner and the class and number of shares of the
Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
Section 3.11(a)(2) to the contrary, in the event
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that the number of directors to be elected to the
Board of Directors 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 stockholder's
notice required by this Section 3.11(a) shall also be
considered timely, but only with respect to nominees
for any new positions created by such increase, if it
shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than
the close of business on the tenth day following the
day on which such public announcement is first made
by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting. Nominations
of persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (i) by or at the direction of the Board of
Directors or (ii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 3.11(b), who is entitled to vote at the meeting and
who complied with the notice procedures set forth in this Section 3.11(b). In
the event the Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any such
stockholder may nominate a person or persons (as the case may be) for election
to such position as specified in the Corporation's notice of meeting, if the
stockholder's notice complies with the requirements of Section 3.11(a)(2) and is
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th day prior to such special meeting
or the tenth day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the directors to
be elected at such meeting.
(c) General.
(1) Only such persons who are nominated in accordance
with the procedures set forth in Section 3.11 shall
be eligible to serve as directors and only
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such business shall be conducted at a meeting of
stockholders as shall have been brought before the
meeting in accordance with the procedures set forth
in this Section 3.11. The presiding officer 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 in accordance
with the procedures set forth in this section 3.11
and, if any proposed nomination or business is not in
compliance with this Section 3.11, to declare that
such defective nomination or proposal be disregarded.
(2) For purposes of this Section 3.11, "public
announcement" shall mean disclosure in a press
release reported by the Dow Jones News Service,
Associated Press or comparable 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 Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(3) Notwithstanding the foregoing provisions of this
Section 3.11, a stockholder shall also comply with
all applicable requirements of state law and of the
Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this Section
3.11. Nothing in this Section 3.11 shall be deemed to
affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange
Act.
ARTICLE 4
BOARD OF DIRECTORS
Section 4.01. Powers. The business of the Corporation shall be
managed under the direction of the Board of Directors, which shall exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by law or by the Articles of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholder.
Section 4.02. Number; Election; Qualification; Term.
(a) The Board of Directors shall consist of twelve members or
such number as determined from time to time by amendment of this subsection. The
number of Directors shall in no event be less than three. The term of office of
a Director
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shall not be affected by any decrease in the authorized number of Directors.
(b) The Board of Director shall initially consist of the
persons named as the Directors of the Corporation by the incorporater in the
Articles of Incorporation and any Directors selected in accordance with Section
4.03. Beginning with the annual meeting of stockholders in 1994, at the first
meeting and at each subsequent annual meeting of the stockholders, the
stockholders shall elect Directors as set forth in paragraph (d) below.
(c) Unless by the terms of the action pursuant to which he was
elected any special condition or conditions must be fulfilled in order for him
to be qualified, a person elected as a Director shall be deemed to be qualified
(1) upon his receipt of notice of election and his indication of acceptance
thereof or (2) upon the expiration of ten days after notice of election is given
to him without his having given notice of inability or unwillingness to serve.
Directors do not need to be residents of Maryland or stockholders of the
Corporation.
(d) The initial Directors shall be classified, with respect to
the time for which they severally hold office, into three classes, as nearly
equal in number as possible. One class shall serve for a term expiring at the
annual meeting of stockholders to be held in 1994. Another class shall serve for
a term expiring at the annual meeting of stockholders to be held in 1995.
Another class shall serve for a term expiring at the annual meeting of
stockholders to be held in 1996. Each class will hold office until its
successors are elected and qualified. At each annual meeting of the stockholders
of the Corporation, the successors of the class of directors whose terms expire
at that meeting shall be elected to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the year of
their election.
Section 4.03. Vacancies. Whenever between annual meetings of
the stockholders any vacancy exists in the Board of Directors by reason of
death, resignation, removal, or increase in the authorized number of Directors,
or otherwise, it may be filled by vote of a majority of the Directors in office.
A director elected by the Board of Directors to fill a vacancy shall hold office
until the next annual meeting of the Corporation, at which time a successor
shall be elected to fill the remaining term of the position filled by such
director.
Section 4.04. Place of Meetings. Any meeting of the
Board of Directors may be held either within or without the State of Maryland.
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Section 4.05. Annual Meeting. There shall be an annual
meeting of the Board of Directors for an election of officers and the
transaction of such other business as may be brought before the meeting. The
annual meeting of the Board shall be held immediately following the annual
meeting of the stockholders or any adjournment thereof, at the place where the
annual meeting of the stockholders was held or at such other place as a
majority of the Directors who are then present determine. If the annual meeting
is not so held, it shall be called and held in the manner provided herein for
special meetings of the Board or conducted pursuant to Section 4.12.
Section 4.06 Regular Meetings. Regular meetings of the Board
of Directors, other than the annual meeting, may be held without notice at such
times and places as the Board may have fixed by resolution.
Section 4.07. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the Board or the President
and shall be called on the written request of any Director.
Section 4.08. Notice of, and Waiver of Notice for, Special
Directors Meetings. Unless the Articles of Incorporation provide for a longer or
shorter period, notice of any special director meeting shall be given at least
two days previously thereto either orally or in writing. If notice is given in
writing, notice of any director meeting shall be deemed to be effective at the
earlier of: (1) when received; or (2) the date shown on the return receipt if
sent by registered or certified mail, return receipt requested, and the receipt
is signed by or on behalf of the Director. Any Director may waive notice of any
meeting. Except as provided in the next sentence, the waiver must be in writing,
signed by the Director entitled to the notice, and filed with the minutes or
corporate records. The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business and 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. Unless required by the Articles of
Incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
Section 4.09. Organization. Every meeting of the Board of
Directors shall be presided over by the Chairman of the Board or in his absence
by the Chief Executive Officer or in both
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their absence the President. In the absence of the Chairman of the Board, the
Chief Executive Officer, and the President, a presiding officer shall be chosen
by a majority of the Directors present. The Secretary of the Corporation shall
act as secretary of the meeting. In his absence the presiding officer shall
appoint another person to act as secretary of the meeting.
Section 4.10. Quorum. The presence of a majority or more of
the number of Directors fixed by Section 4.02(a) shall be necessary to
constitute a quorum for the transaction of business at a meeting of the Board of
Directors; provided, however, that if any one (1) or more of the Directors
recuse themselves from consideration of a particular matter or matters at a
meeting of the Board of Directors, the presence of a majority or more of (i) the
number of Directors fixed by Section 4.02(a), less (ii) the number of Directors
who have so recused themselves, shall be sufficient to constitute a quorum for
the transaction of business at such meeting of the Board of Directors; provided
further, however, that in no event shall the number of Directors sufficient to
constitute a quorum for the transaction of business at a meeting of the Board of
Directors be less than one-third of the number of Directors fixed by Section
4.02(a). If less than a quorum is present, a majority of the Directors present
may from time to time adjourn the meeting to another time or place until a
quorum is present, whereupon the meeting may be held, as adjourned, without
further notice.
Section 4.11. Vote. 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
of Directors, except as may be otherwise specifically provided by law, by the
Articles of Incorporation, or by these By-laws. Where a vote of the Directors
present results in a tie, the action proposed shall not constitute an act of the
Board of Directors.
Section 4.12. Action in Lieu of a Meeting. 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 a unanimous written consent
of the members of the Board or committee, as the case may be, is signed by each
member of the Board or committee, and the writing or writings are filed with the
minutes of the proceedings of the Board or committee.
Section 4.13. Conference Call Meeting. Members of the Board of
Directors or of any committee thereof may participate in a meeting of the Board
or committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
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Section 4.14. Removal of Director. Any Director shall be
subject to removal as provided in the Articles of Incorporation.
Section 4.15. Chairman of the Board. The Board of Directors
may choose a Chairman of the Board who shall, if present, preside at meetings of
the Board and of the stockholders. The Chairman of the Board may be an officer
of the Corporation elected pursuant to Article 6.
Section 4.16. Compensation. Unless otherwise provided in the
Articles of Incorporation, each Director may receive compensation for services
to the Corporation in his capacity as a Director in such manner and in such
amounts as may be fixed from time to time pursuant to resolution of the Board of
Directors, and expenses of attendance at each regular or special meetings of the
Board of Directors. Officers of the Corporation who are Directors will not be
paid director fees.
ARTICLE 5
COMMITTEES
Section 5.01. Committees of the Board. The Board of Directors
may, by resolution passed by a majority of the Directors in office, establish
one or more committees, each committee to consist of two or more of the
Directors. The Board may designate one or more Directors as alternate members of
any committee, who may replace any absent or disqualified member or members at
any meeting of the committee. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the power and authority
of the Board for direction and supervision of the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to the
affixed to all papers that may require it. No such committee, however, shall
have power or authority to (i) amend the Articles of Incorporation or the
By-laws, (ii) adopt an agreement of merger or consolidation, (iii) recommend to
the stockholders the sale, lease, or exchange of all or substantially all the
Corporation's property and assets, (iv) recommend to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or (v) declare
a dividend or authorize the issuance of stock.
Section 5.02. Procedures; Minutes of Meetings. Each committee
shall determine its rules with respect to notice, quorum, voting, and the taking
of action, provided that such rules shall be consistent with law, the rules in
these By-laws applicable to the Board of Directors, and the resolution of the
Board establishing the committee. Each committee shall keep
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regular minutes of its meetings and report the same to the Board of Directors
when required.
ARTICLE 6
OFFICERS
Section 6.01. General. The Board of Directors shall elect the
officers of the Corporation, which shall include a Chief Executive Officer, a
President, a Secretary, and a Treasurer, and such other officers as in the
Board's opinion are desirable for the conduct of the business of the
Corporation. Any two or more offices may be held by the same person except that
the President shall not hold the Office of Secretary. If specifically authorized
by the Board of Directors, an officer may appoint one or more officers or
assistant officers.
Section 6.02. Power and Duties. Each of the officers of the
Corporation shall, unless otherwise ordered by the Board of Directors, have such
powers and duties as generally pertain to his respective office, as well as such
powers and duties as from time to time may be conferred upon him by the Board.
Section 6.03. Term of Office; Removal and Vacancy. Each
officer shall hold his office until his successor is elected and qualified or
until his earlier resignation or removal and shall be subject to removal with or
without cause at any time by the affirmative vote of a majority of the Directors
in office. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors.
Section 6.04. Chief Executive Officer. The Chief Executive
Officer shall be the principal executive officer of the Corporation and, subject
to the control of the Board of Directors and with the President, shall in
general supervise and control all of the business and affairs of the Corporation
and perform all duties incident to the office of Chief Executive Officer and
such other duties as may be prescribed by the Board of Directors from time to
time. He shall, when present and in the absence of the Chairman of the Board,
preside at all meetings of the stockholders and of the Board of Directors.
Section 6.05. President. The President, subject to the control
of the Board of Directors and at the direction of and with the Chief Executive
Officer, shall in general supervise and control all of the business and affairs
of the Corporation. He shall, when present and in the absence of the Chairman of
the Board and the Chief Executive Officer, preside at all meetings of the
stockholders and the Board of Directors. He may sign, with the Secretary or any
other proper officer of the Corporation authorized by the Board of Directors,
certificates for shares of
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the Corporation and deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these By-laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by Chief Executive Officer or the Board of
Directors from time to time.
Section 6.06. Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the stockholders and of the Board of Directors in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these By-laws or as required by law;
(c) be custodian of the corporate records and of any seal of the Corporation and
if there is a seal of the Corporation, see that it is affixed to all documents
the execution of which on behalf of the Corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
Corporation; (e) keep a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder; (f) sign with the
President, or a Vice-president, certificates for shares of the Corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (g) have general charge of the stock transfer books 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 assigned to him by
the Chief Executive Officer, the President or the Board of Directors.
Section 6.07. Treasurer. The Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation; (b) receive and give receipts for money due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies, or other depositories as
shall be selected by the Board of Directors; and (c) in general, perform all of
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Chief Executive Officer, the
President or the Board of Directors. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine.
Section 6.08. Compensation. The compensation of the
officers shall be fixed from time to time by the Board of Directors.
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ARTICLE 7
CAPITAL STOCK
Section 7.01. Certificates of Stock. Each stockholder is
entitled to a certificate which represents and certifies the shares of capital
stock he or she holds in the Corporation. A certificate may not be issued until
the stock represented by it is fully paid. Certificates for shares of capital
stock of the Corporation shall be in such form as the Board of Directors may
from time to time prescribe and shall be signed by the President or a
Vice-President and by the Secretary or the Treasurer. Any or each of the
signatures on a stock certificate, including that of any transfer agent or
registrar, may be a facsimile. If any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent, or registrar before the certificate
is issued, the certificate may be issued by the Corporation with the same effect
as if the officer, transfer agent, or registrar were the officer, transfer
agent, or registrar at the date of issuance.
Section 7.02. Transfer of Stock. Subject to restrictions
provided in the Articles of Incorporation, shares of stock of the Corporation
shall be transferable on the books of the Corporation only by the holder of
record thereof, in person or by duly authorized attorney, upon surrender and
cancellation of a certificate or certificates for a like number of shares, with
an assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, and with such proof of the authenticity of the signature and of
authority to transfer, and of payment of transfer taxes, as the Corporation or
its agents may require.
Section 7.03. Ownership of Stock. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
owner thereof in fact 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 has express or other notice thereof, except as otherwise
expressly provided by law.
Section 7.04. Lost, Stolen, or Destroyed Certificates.
In case any certificate for stock of the Corporation is lost, stolen, or
destroyed, the Corporation may require such proof of the fact and such indemnity
to be given to it, to its transfer agent, or to its registrar, if any, as deemed
necessary or advisable by it.
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ARTICLE 8
MISCELLANEOUS
Section 8.01. Corporate Seal. The seal of the Corporation
shall be circular in form and shall contain the name of the Corporation, the
year of incorporation, and the words "Maryland" and "Corporate Seal."
Section 8.02. Fiscal Year. The Board of Directors shall
have power to fix, and from time to time to change, the fiscal year of the
Corporation. The fiscal year of the Corporation initially shall be the calendar
year.
Section 8.03. Stock Ledger. The Corporation shall maintain in
its principal office a stock ledger which contains: (1) the name and address of
each stockholder; and (2) the number of shares of stock of each class which the
stockholder holds. The stock ledger shall at all times be conclusive evidence of
the ownership of all outstanding shares of stock of the Corporation, and the
registered holder shown on such ledger shall be the stockholder with respect to
the shares allocated to such registered holder thereon for purposes of these
By-laws and for all other purposes. The stock ledger may be in written form or
in any other form which can be converted within a reasonable time into written
form for visual inspection. There shall be made available upon request of any
stockholder, in accordance with the General Laws of the State of Maryland, a
record containing the number of shares of stock issued during a specified period
not to exceed twelve (12) months and the consideration received by the
Corporation for each such share.
Section 8.04. Books and Records. The Corporation shall keep
accurate and complete: (1) books and records of its accounts and transactions;
and (2) minutes of the proceedings of its stockholders and Board of Directors
and of any executive or other committee when exercising any of the powers of the
Board of Directors. The books and records of the Corporation may be in written
form or in any other form which can be converted within a reasonable time into
written form for visual inspection. Minutes shall be recorded in written form
but may be maintained in the form of a reproduction.
Section 8.05. Distributions. The Board of Directors may
authorize, and the Corporation may make, distributions (including dividends on
its outstanding shares) in the manner and upon the terms and conditions provided
by applicable law and in the Articles of Incorporation.
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ARTICLE 9
INDEMNIFICATION; TRANSACTIONS
WITH INTERESTED PERSONS
Section 9.01. Indemnification. The Corporation shall, to the
fullest extent permitted by Section 2-418 of the Maryland General Corporation
Law as in effect from time to time, indemnify any person who is or was, or is
the personal representative of a deceased person who was a Director or officer
of the Corporation against any judgments, penalties, fines, settlements and
reasonable expenses and any other liabilities, provided that, unless applicable
law otherwise requires, indemnification shall be contingent upon a
determination, by the Board of Directors by a majority vote of a quorum
consisting of Directors not, at the time, parties to the proceeding, or, if such
a quorum cannot be obtained, then by a majority vote of a committee of the Board
of Directors consisting solely of two or more Directors not, at the time,
parties to such proceeding and who were duly designated to act in the matter by
a majority vote of the full Board in which the designated Directors who are
parties may participate or by special legal counsel selected by and if directed
by the Board of Directors as set forth above, that indemnification is proper in
the circumstances because such Director, officer, employee, or agent has met the
applicable standard of conduct prescribed by Section 2-418(b) of the Maryland
General Corporation Law.
Section 9.02. Transactions with Interested Persons. No
contract or transaction between the Corporation and any of its Directors or
officers, or between the Corporation and any other corporation, partnership,
association, firm or other entity in which any of its Directors or officers is a
director or officer or has a material financial interest, shall be void or
voidable solely for that reason, or solely because the Director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof at which the contract or transaction is authorized, approved or
ratified, if --
(a) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and
the Board of Directors or committee authorizes, approves or
ratifies the contract or transaction by the affirmative vote
of a majority or the disinterested Directors, even though the
disinterested Directors constitute less than a quorum; or
(b) the material facts as to his relationship
or interest and as the contract or transaction are disclosed
or are known to the stockholders entitled to
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vote thereon, and the contract or transaction is specifically
authorized, approved or ratified by a majority of the votes
cast by the stockholders entitled to vote other than the votes
of shares owned of record or beneficially by the interested
Director, officer, corporation, firm or other entity.
No such contract or transaction shall be entered into by the Corporation unless
the terms of the contract or transaction have been approved by action of the
Board of Directors with the interested Director abstaining.
Section 9.03. Corporate Opportunity. Any Director or officer
of the Corporation who simultaneously serves as a director, officer or employee
of any other corporation, partnership, association, firm or other entity ("Other
Company") shall refrain from communicating to such Other Company, and from using
or otherwise acting on behalf of such Other Company, any information acquired
solely as a result of his position as a Director or officer of the Corporation
concerning any business opportunity under consideration by the Corporation for
itself, Carr Realty, L.P. or any direct or indirect subsidiary of either. If the
Other Company has independently learned about a business opportunity also under
consideration by the Corporation, and if such Director or officer has not
participated in the consideration of the opportunity by the Corporation, then
such Director or officer may participate in the consideration of that
opportunity by such Other Company provided that such Director or officer
abstains from all participation in the consideration of that opportunity by the
Corporation unless and until such Other Company has concluded its consideration
of such opportunity and determined not to pursue such opportunity further. If
such Director or officer has participated or wishes to participate in the
consideration of such an opportunity by the Corporation, then such Director or
officer shall abstain from all participation in the consideration of the
opportunity by the Other Company unless and until the Corporation has concluded
its consideration of such opportunity and determined not to pursue the
opportunity further. In connection with the foregoing, each such Director and
officer shall be afforded a reasonable opportunity to make a judgment whether he
will participate with the Corporation in the consideration of any such business
opportunity, including without limitation, a reasonable time to determine
whether any Other Company which such Director or officer serves has learned
about any such business opportunity; provided, however, that in making such
judgment such Director or officer shall not have taken (or omitted to take) any
action inconsistent with the first sentence of this Section 9.03. No such
Director or officer shall be deemed to have participated in the consideration of
any business opportunity by the Corporation unless and until such Director or
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officer has been afforded a reasonable opportunity to make such judgment
and decision. The provisions of this Section 9.03 are in addition to any other
restrictions imposed by law or otherwise.
ARTICLE 10
NOTICES
Section 10.01. Notice. Whenever notice, is required or
permitted by these By-laws to be given to any person, it may be either (a) oral
and communicated in person, by telephone, or by radio, television, or other form
of voice communication, effective upon receipt by the person, or (b) in writing
and communicated by being delivered by hand, by mail, or by telegraph, teletype,
or other form of record communication, effective upon receipt by the person or,
if earlier, upon delivery at his address as registered in the records of the
Corporation for purposes of notice-giving ("notice address"); provided that (1)
notice of a meeting of the stockholders shall be in writing, and (2) a written
notice, if mailed postpaid and correctly addressed to a person at his notice
address shall be effective three business days after its deposit by the sender
in the United States mail.
Section 10.02. Waiver. Whenever any notice is required to be
given under the provisions of law of the Articles of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to the notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance at a meeting for which notice is required shall
be deemed waiver of such notice unless such attendance is for the purpose of
objecting, at the beginning of the meeting, to the transaction of business on
the ground that the meeting is not lawfully called or convened.
ARTICLE 11
AMENDMENT
These By-laws may be amended or repealed, or new By-laws may
be adopted, by the stockholders at any meeting of the stockholders, or by the
Board of Directors at any meeting of the Board of Directors or pursuant to
Section 4.12 of these By-laws; provided that the Board of Directors may not
amend or repeal this Article, Article 9.02 or Article 9.03 or any part of these
By-laws that has been adopted by the stockholders subject to the express
condition that it may not be amended or repealed except by holders of a majority
of the issued and outstanding shares of Common Stock.
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The undersigned, being the Secretary of CarrAmerica Realty
Corporation, hereby certifies the foregoing to be the Second Amendment and
Restatement of the By-laws of that Corporation duly adopted by the Board of
Directors as of the 25th day of October, 1996.
/s/ Andrea Fish Bradley
--------------------------
Andrea Fish Bradley
Secretary
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