form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
___________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): November 29, 2007 (November 29,
2007)
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MID-AMERICA
APARTMENT COMMUNITIES, INC.
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(Exact
name of registrant as specified in its
charter)
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TENNESSEE
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1-12762
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62-1543819
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6584
Poplar Avenue, Suite 300
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Memphis,
Tennessee
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38138
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (901) 682-6600
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N/A
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(Former
name or former address, if changed since last
report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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[ ]
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
At
a regular meeting of the Board of
Directors (the “Board”) of Mid America Apartment Communities, Inc. (“the
Company”) held on November 29, 2007, the Board voted to amend and restate the
Company’s bylaws, (the “Bylaws”) effective immediately. The Bylaws were amended
and restated. The changes to the Bylaws are summarized as follows:
Article
II. Meetings of
Shareholders
Section
2.3 “Special Meetings.” This
section was amended to allow the President, a majority of the Board or a
majority of the Independent Directors of the Board to call a special meeting
of
shareholders. Additionally the amended section allows the Secretary of the
Company to call a special meeting upon the written request of 10% of all
votes
entitled to be cast rather than 50% of all votes entitled to be cast. Where
a
special meeting is properly called by any person other than the Board of
Directors, The Board of Directors will determine the time and place of such
special meeting, which must be held not less than thirty-five (35) nor more
than
one hundred twenty (120) days after the date of the receipt of the written
request. Where the Board of Directors calls a special meeting in order to
elect
a member of the Board of Director’s, a shareholder may nominate a candidate by
providing a notice to the Company in accordance with the bylaws and delivers
such notice to the Company not earlier than the one hundred twentieth (120th) day
prior to such
special meeting and not later than the close of business on the later of
the
ninetieth (90th) day prior to such meeting or the tenth (10th) day following
the
day on which the Company announces the special meeting.
Section
2.4 “Notice of Shareholder’s
Meetings.” This section was amended and provides that, except as otherwise
provided by law, notice of each meeting of shareholders must be given not
less
than ten (10) days nor more than two (2) months before the date of the meeting
to each shareholder entitled to vote at such meeting. Any shareholder waiving
notice of such meeting shall be bound by the proceedings of the meeting in
all
respects as if due notice had been given.
Section
2.5 “Quorum and Voting.” This
section was amended and provides that at all meetings of shareholders, except
where otherwise provided by statute, the Charter or the Bylaws, the presence,
in
person or by proxy of the holders of a majority of the outstanding shares
of
stock entitled to vote shall constitute a quorum for the transaction of
business. Additionally, except as otherwise provided by law, the Charter
or the
Bylaws, directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to
vote
generally on the election of directors.
Section
2.6 “Adjournment and Notice of
Adjourned Meetings.” This section was amended to provide the Chairman the power
to adjourn the meeting in addition to a majority of Shareholders. Additionally,
the amendments require that, if the adjournment is for more than four (4)
months
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting must be given to each shareholder
of
record entitled to vote at the meeting.
Section
2.9 “Determination of
Shareholders of Record.” This section was amended to provide that The Board of
Directors shall fix a date, not more than ninety (90) nor less than ten (10)
days preceding the date fixed for the payment of any dividend or distribution
as
a record date.
Section
2.10 “List of Shareholders.”
This section was amended to provide that, beginning two business days
after notice of a meeting is given for which a shareholders list was prepared
and continuing through the meeting, the Secretary must prepare and make
available a complete list of the shareholders entitled to vote at the
meeting.
Section
2.11 “Action without a
Meeting.” This section was amended to clarify that if all shareholders entitled
to vote on an action consent to taking such action without a meeting, the
affirmative vote of the number of shares that would be necessary to authorize
or
take such action at a meeting shall be the act of the shareholders. If the
Charter or law requires that notice of proposed action be given to nonvoting
shareholders and the action is to be taken by consent of the voting
shareholders, then the Corporation must give its nonvoting shareholders written
notice of the proposed action at least ten days before the action is
taken.
Section
2.12 “Nominations and New
Business.” This section was amended to provide that, at an
annual meeting of the shareholders, only such business shall be conducted
as
shall have been properly brought before the meeting. For nominations of
directors or other business to be properly brought before an annual meeting
by a
shareholder (i) the shareholder must have given timely notice thereof in
writing
to the Secretary of the Corporation, (ii) such other business must be a proper
matter for shareholder action under Tennessee Business Corporation Act, (iii)
where the shareholder on whose behalf any such proposal or director nomination
is made has provided the Corporation with a solicitation notice, the shareholder
must, in the case of a proposal, have delivered a proxy statement and form
of
proxy to holders of at least the percentage of the Corporation’s voting shares
required under applicable law to carry any such proposal, or, in the case
of a
director nomination, have delivered a proxy statement and form of proxy to
holders of a percentage of the Corporation’s voting shares reasonably believed
by such shareholder or beneficial owner to be sufficient to elect the nominee
or
nominees proposed to be nominated by such shareholder, and must, in either
case,
have included in such materials a solicitation notice and, (iv) where no
solicitation notice has been timely provided, the shareholder proposing such
business or director nomination must not have solicited a number of proxies
sufficient to have required the delivery of a solicitation notice under the
Corporation bylaws.
Section
2.13 “Organization.” This
section was amended to detail who will act as chairman of the shareholders
meeting, that the Board of Directors may appoint one or more inspectors who
may
serve the Corporation in other capacities, and that the Board of Directors
or
the chairman of the meeting, subject to the rules of the Board of Directors,
may
each make rules and regulations for the conduct of the meetings as each shall
deem necessary.
Article
III. Directors
Section
3.1 “General Powers.” This
section was amended to subject individual directors’ engagement in other
business activities of the type conducted by the Corporation to the limits
set
forth in the Company’s Code of Business Conduct and Ethics.
Section
3.3 “Changes in Number;
Vacancies.” This section was amended to mandate that vacancies occurring on the
Board of Directors must be filled in accordance with the Company’s Corporate
Governance Guidelines.
Section
3.5 “Removal of Directors.”
This section was amended to require that the vote to remove a director must
occur at a special meeting of shareholders called for that purpose.
Section
3.9 “Quorum.” This section was
amended to clarify that generally the Directors present at a meeting that
has
been duly called and convened may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Directors to leave
less
than a quorum.
Section
3.13 “Compensation.” This
section was amended so that the non-employee directors rather than just the
independent directors will be paid for their services as a director including
compensation which may include cash and/or shares of stock of the Company
and
benefits together with reasonable expenses incurred in carrying out their
duties
as director.
Article
IV.
Committees
Section
4.1 “Committees of the Board.”
This section was amended to require the Board of Directors to appoint a
nominating and corporate governance committee. Additionally, the section
was
amended to clarify that each of the Company’s board committee’s must include at
least three independent directors.
Article
V.
Officers
Section
5.1 “General Provisions.” This
section was amended to include a general definition of the Company’s Executive
Officers. According to the amended section, an Executive Officer must be
those
officers of the Company expressly designated by the Board of Directors as
being
executive officers’ for purposes of the bylaws or for purposes of any rule or
regulation under the Securities Exchange Act of 1934, as amended.
Section
5.11 “Chief Financial Officer.”
This section was amended to provide a definition and scope of authority of
the
Company’s Chief Financial Officer. According to the amended section, the
Company’s Chief Financial Officer is the principal financial officer of the
Corporation. The Chief Financial Officer is authorized to sign any document
filed with the Securities and Exchange Commission or any securities commission
on behalf of the Company and will perform such duties and exercise such powers
as are normally incident to the office and as may be prescribed by the Board
of
Directors, the Chairman of the Board, or the Chief Executive
Officer.
Article
VI. Shares of
Stock
Section
7.1 “Certificates of Stock.”
This section was amended to make the Company eligible for the direct
registration system and provides that the shares of the Company’s stock may be
certificated or un-certificated, as provided under the Tennessee Business
Corporation Act, and must be entered in the books of the Company and registered
as they are issued. Additionally, within a reasonable time after the issuance
or
transfer of un-certificated stock, the Company shall send to the registered
owner thereof a written notice that shall set forth certain information required
by law.
Section
7.3 “Transfer of Stock.” This
section was also amended to make the Company eligible for the direct
registration system providing in part that upon surrender to the Corporation
or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation or authority
to
transfer, the Corporation must issue a new certificate or evidence of the
issuance of un-certificated shares, cancel the old certificate and record
the
transaction upon the Corporation’s books.
Article
X. Fiscal
Year
Section
10.1 “Fiscal Year.” This
section was amended to clarify that that Corporation’s fiscal years will begin
on January 1 and end on December 31 of each year.
Article
XII. Amendment
This
section was amended to provide
that the Board of Directors is expressly empowered to adopt, amend or repeal
the
bylaws of the Corporation. Additionally, any adoption, amendment or repeal
of
the bylaws by the Board shall require the approval of a majority of the
directors then in office. The shareholders shall also have power to adopt,
amend
or repeal the bylaws of the Corporation; provided, however, that, in addition
to
any vote required by law or by the charter, the affirmative vote of the holders
of at least a majority of the voting power of all of the then-outstanding
shares
entitled to vote generally in the election of directors, voting together
as a
single class, shall be required.
Article
XIII. Reliance upon Books,
Reports and Records
This
section was amended to provide
that each director, in the performance of his or her duties, will be fully
protected in relying in good faith upon the books of account or other records
of
the Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers or employees, or committees
of the Board of Directors so designated, or by any other person as to matters
which such Director or committee member reasonably believes are within such
other person’s professional or expert competence and who has been selected with
reasonable care.
Article
XIV. Indemnification and
Advancement of Expenses
Section
14.1 “Right to
Indemnification.” This section was amended to provide that the Corporation will
indemnify, to the fullest extent permitted under the Tennessee Business
Corporation Act, each person who is or was a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by
reason of the fact that the person is or was a director, officer, employee
or
agent of the Corporation.
Section
14.2 “Right to Advancement of
Expenses.” This section was amended to provide that with respect to any person
who is a party or is threatened to be made a party to any threatened or pending
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that the person 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 or of a partnership, joint venture, trust or other enterprise
,the
Corporation may, in its discretion, advance the expenses incurred by such
an
individual in defending such action, suit or proceeding prior to its
final
Section
14.3 “Enforcement.” This
section was amended to provide that the right to indemnification is contractual
in nature and will be enforceable by or on behalf of the person holding such
right in any court of competent jurisdiction if (i) the claim for
indemnification is denied, in whole or in part, or (ii) no disposition of
such
claim is made within ninety (90) days of request. However, the Corporation
shall
be entitled to raise as a defense to any such action that the claimant has
not
met the standards of conduct that make it permissible under the Tennessee
Business Corporation Act for the Corporation to indemnify the claimant for
the
amount claimed.
Section
14.4 “Non-Exclusivity of
Rights.” This section was amended to provide that the rights to indemnification
and to the advancement of expenses not be exclusive of any other right which
a
person may have or later acquire under any applicable law.
Section
14.5 “Survival of Rights.” This
section was amended to provide that the right to indemnification will continue
as to a person who has ceased to be a director, officer, employee or agent
and
will inure to the benefit of the heirs, executors and administrators of such
a
person.
Section
14.6 “Insurance.” This section
was amended to provide that the Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, office, employee or agent
of
the Corporation against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as
such, whether or not the Corporation would have the power to indemnify the
person against such liability under the Corporation’s bylaws or the Tennessee
Business Corporation Act.
Section
14.7 “Amendment.” This section
was amended to provide that the amendment of Section 14 of the bylaws will
not
adversely affect any right to indemnification or advancement of expenses
with
respect to any act or omission of such person occurring prior to the time
of
such amendment.
Section
14.8 “Savings Clause.” This
section was amended to provide that where any portion of Section 14 is
invalidated, the Corporation will nevertheless indemnify each director, officer,
employee and agent to the fullest extent not prohibited by the bylaws or
applicable law.
In
addition, non-substantive language,
conforming changes and other technical edits were made throughout the bylaws.
The foregoing summary of the Amended Bylaws is not complete and is qualified
in
its entirety by reference to the full text of the Amended Bylaws, a copy
of
which is filed as Exhibit 3.1 to this report and incorporated
herein.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
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Exhibit
Number
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Description
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3.1
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Bylaws,
as amended
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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 thereunto
duly authorized.
MID-AMERICA
APARTMENT
COMMUNITIES, INC.
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Date:
November 29, 2007
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By:
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/s/Simon
R. C. Wadsworth
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Simon
R.C. Wadsworth
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Executive
Vice President and Chief Financial Officer
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(Principal
Financial and Accounting Officer)
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