Form 8-K - Current report

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): December 12, 2023

MID-AMERICA APARTMENT COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)


Tennessee	001-12762	62-1543819
(State or Other Jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

MID-AMERICA APARTMENTS, L.P.

(Exact name of registrant as specified in its charter)


Tennessee	333-190028-01	62-1543816
(State or Other Jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


6815 Poplar Avenue, Suite 500
Germantown, Tennessee	38138
(Address of Principal Executive Offices)	(Zip Code)

(901) 682-6600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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):


☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share (Mid-America Apartment Communities, Inc.)	MAA	New York Stock Exchange
8.50% Series I Cumulative Redeemable Preferred Stock, $.01 par value per share (Mid-America Apartment Communities, Inc.)	MAA*I	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of President

On December 12, 2023, the Board of Directors (the “Board”) of Mid-America Apartment Communities, Inc. (the “Company”) appointed A. Bradley Hill as President of the Company, effective January 1, 2024. Biographical information regarding Mr. Hill is available under the heading “NEOs of the Registrant” in the Company’s definitive proxy statement for its 2023 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 3, 2023, and is incorporated by reference herein. There are no arrangements or understandings between Mr. Hill and any other persons pursuant to which he was appointed as President of the Company. There are no family relationships between Mr. Hill and any of the Company’s directors or other executive officers, and Mr. Hill is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Hill’s annual base salary, effective January 1, 2024, will be $600,008, and Mr. Hill will receive increased opportunities under the Company’s Annual Incentive Plan and Long-Term Incentive Plan in which Mr. Hill will continue to participate.

Retirement Agreement

As previously announced, Albert M. Campbell, III will relinquish his position as Executive Vice President and Chief Financial Officer of the Company effective March 31, 2024 (the “Resignation Date”), although Mr. Campbell will remain employed through December 31, 2024 (the “Retirement Date”) to facilitate an orderly transition. In connection with Mr. Campbell’s transition, the Company, Mid-America Apartments, L.P. (“MAALP”) and Mr. Campbell entered into a Retirement and Transition Services Agreement on December 12, 2023 (the “Retirement Agreement”).

Under the Retirement Agreement, effective on the Resignation Date, Mr. Campbell will resign from his position as Executive Vice President and Chief Financial Officer of the Company, as well as all other positions Mr. Campbell holds at the Company, MAALP and their respective affiliates, except that Mr. Campbell will remain an employee, with the title of Senior Advisor, from April 1, 2024 through the Retirement Date (the “Transition Period”).

Mr. Campbell’s annual base salary in effect as of the signing of the Retirement Agreement will remain the same for the remainder of 2023. From January 1, 2024 through the Resignation Date, Mr. Campbell’s annual base salary will be $586,472. During the Transition Period, Mr. Campbell’s annual base salary will be $293,236. The Retirement Agreement also provides that, pursuant to the Company’s Second Amended and Restated 2013 Stock Incentive Plan and 2023 Omnibus Incentive Plan, as applicable (each, a “Stock Plan”), as of the Retirement Date (a) Mr. Campbell’s outstanding, unvested shares of restricted stock of the Company will vest, and (b) earned Performance Share Awards (as defined in the applicable Stock Plan) will be calculated at the end of the applicable performance period, and a pro-rata portion of the shares subject to such Performance Share Awards (based on the amount of time Mr. Campbell was employed during the applicable performance period) will be issued to Mr. Campbell. As provided in the Retirement Agreement, Mr. Campbell will not be eligible to participate in the Company’s 2024 Annual Incentive Plan or 2024 Long-Term Incentive Plan. The Retirement Agreement also confirms that Mr. Campbell’s termination of employment as contemplated by the Retirement Agreement will not constitute a “Termination Without Cause” or Mr. Campbell’s resignation for “Good Reason” within the meaning of Mr. Campbell’s existing Change in Control and Termination Agreement, and, accordingly, that Change in Control and Termination Agreement will terminate as of the Retirement Date.

In the Retirement Agreement, Mr. Campbell agreed to certain customary covenants regarding confidentiality and non-solicitation. Mr. Campbell also agreed to waive and release any claims he may have against the Company, MAALP or their respective affiliates, including any claims relating to Mr. Campbell’s employment and the termination thereof.

The description of the terms of the Retirement Agreement contained in this Item 5.02 is qualified in its entirety by reference to the full text of the Retirement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Incoming Chief Financial Officer

As previously announced, A. Clay Holder will assume the duties and responsibilities as the Company’s Chief Financial Officer effective April 1, 2024 following Mr. Campbell’s resignation from that position. Mr. Holder’s annual base salary, effective January 1, 2024, will be $424,756, and Mr. Holder will receive increased opportunities under the Company’s Annual Incentive Plan and Long-Term Incentive Plan in which Mr. Holder will continue to participate.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 12, 2023, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, adopted and approved amended and restated bylaws (the “Fifth Amended and Restated Bylaws”), effective concurrently with such adoption. Among other things, the amendments effected by the Fifth Amended and Restated Bylaws:

•

Enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and proposals of business made in connection with meetings of shareholders, including, without limitation, by:

Adding requirements that any shareholder providing notice of a shareholder nomination or proposed business disclose (i) any significant equity interest or any derivative instrument held by such shareholder in any principal competitor of the Company, (ii) any interest of such shareholder in any contract or arrangement with the Company, any affiliate of the Company or any principal competitor of the Company, (iii) all information that would be required to be disclosed in a Schedule 13D (or an amendment thereto) if such a statement were required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) the identity of other shareholders known by such shareholder to support such shareholder’s nomination or other proposal, and (v) in the case of a shareholder nomination, any business or personal interests that could reasonably be expected to place the shareholder nominee in a potential conflict of interest with the Company or any of its subsidiaries;

Adding a requirement that any shareholder providing notice of a shareholder nomination or proposed business make a representation as to whether such shareholder intends to engage in any solicitation with respect to the nominee(s) or proposed business of such shareholder, including whether such shareholder intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Company’s outstanding stock reasonably believed to be sufficient to elect such nominee or required to approve such business and (in the case of any director nomination) whether such shareholder intends to solicit proxies in accordance with Rule 14a-19 promulgated under the Exchange Act (the “Universal Proxy Rule”);

Requiring that shareholder nominees for election to the Board make themselves available for and submit to interviews by the Board or a Board committee on or prior to 10 days following request from the Board or Board committee;

Stating that if any shareholder provides notice of any director nomination pursuant to the Universal Proxy Rule and subsequently either (i) notifies the Company that such shareholder no longer intends to solicit proxies in support of such shareholder’s nominee in accordance with the Universal Proxy Rule, or (ii) fails to comply with the requirements of the Universal Proxy Rule, then the Company will disregard any proxies solicited for such shareholder’s nominee, and no vote on such shareholder’s nominee will occur;

Requiring a shareholder (or a qualified representative of the shareholder) submitting a nomination or proposal at a meeting of shareholders under the advance notice provisions to appear in person at the meeting to present the nomination or proposed business;

Stating that the number of nominees proposed by shareholders submitting a nomination notice may not exceed the number of directors to be elected at the relevant meeting of shareholders;

Requiring any shareholder providing notice of a shareholder nomination or proposed business to update and supplement the information initially submitted by such shareholder to the Company in connection with such nomination or proposed business;

Requiring any shareholder providing notice of a shareholder nomination or proposed business to notify the Company of any inaccuracy or change in any of the information submitted by such shareholder in connection with such nomination or proposed business;

Requiring any shareholder providing notice of a shareholder nomination or proposed business to give the Company, upon request, written verification and affirmation of information submitted by such shareholder in connection with such nomination or proposed business; and

Confirming that if any shareholder providing notice of a shareholder nomination or proposed business submits materially inaccurate or incomplete information or does not comply with the advance notice provisions, then the nominee(s) or proposed business of such shareholder will be disregarded and no vote on such nominee(s) or proposed business will occur.

•

Require any shareholder directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; and

•

Make various other updates, including technical, ministerial and conforming changes.

The foregoing summary of the amendments effected by the Fifth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fifth Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On December 13, 2023, the Company issued a press release announcing the appointment of Mr. Hill as President of the Company, effective January 1, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The information in this Current Report under this Item 7.01 (including Exhibit 99.1) is being “furnished” and shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any previous or future filings by the Company or MAALP under the Exchange Act or the Securities Act of 1933, as amended.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
3.1		Fifth Amended and Restated Bylaws of Mid-America Apartment Communities, Inc., dated as of December 12, 2023.
10.1		Retirement and Transition Services Agreement by and between Albert M. Campbell, III and Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P.
99.1		Press Release dated December 13, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.


		MID-AMERICA APARTMENT COMMUNITIES, INC.

Date:	December 13, 2023	/s/Albert M. Campbell, III
		Albert M. Campbell, III
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)


		MID-AMERICA APARTMENTS, L.P.
		By: Mid-America Apartment Communities, Inc., its general partner

Date:	December 13, 2023	/s/Albert M. Campbell, III
		Albert M. Campbell, III
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Exhibit 3.1

FIFTH AMENDED AND RESTATED BYLAWS
OF
MID-AMERICA APARTMENT COMMUNITIES, INC.

Article I

OFFICES

Section 1.1.

Registered Office. The address of the registered office of Mid-America Apartment Communities, Inc. (the “Corporation”) in the State of Tennessee shall be located in Memphis or at any other place or places as the Board of Directors may designate.

Section 1.2.

Additional Offices. The Corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Tennessee, as the Board of Directors may from time to time determine or the business of the Corporation may require.

Article II

MEETINGS

Section 2.1.

Place of Meetings. Meetings of the shareholders of the Corporation may be held at such place, either within or without the State of Tennessee, as may be determined from time to time by the Board of Directors, or, if not so designated, then at the principal office of the Corporation or at such other place within the United States as shall be stated in the notice of the meeting.

Section 2.2.

Annual Meetings. An annual meeting of the shareholders shall be held to elect directors whose terms expire at that meeting and to transact such other business as may properly be brought before the meeting. The Chief Executive Officer, the President or the Board of Directors may fix the time of the annual meeting of the shareholders, but if no such date and time is fixed by the Chief Executive Officer, the President or the Board of Directors, the meeting for any calendar year shall be held on the first Thursday in May, at 10:00 a.m. if that day is not a legal holiday. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day that is not a legal holiday. Failure to hold an annual meeting does not affect the validity of any corporate action.

Section 2.3.

Special Meetings.

(a)

The Chief Executive Officer, the President, a majority of the Board of Directors or a majority of the Independent Directors (as defined in the Corporation’s Corporate Governance Guidelines) may call special meetings of the shareholders.

(b)

Special meetings of shareholders shall also be called by the Secretary upon the written request of the holders of outstanding shares representing more than ten percent (10%) of all the votes entitled to be cast at such meeting. Such request shall state the purpose of such meeting and the matters proposed to be acted on at such meeting. The Secretary shall inform such shareholders of the reasonably estimated cost of preparing and mailing notice of the meeting and, upon payment to the Corporation of such costs, the Secretary shall give notice to each shareholder entitled to notice of the meeting.

(c)

If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, to the Secretary of the Corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such

special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the Secretary shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of Section 2.4 of these Bylaws. Nothing contained in this Section 2.3(c) shall be construed as limiting, fixing, or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

(d)

No business shall be transacted at a special meeting of shareholders except that specifically designated in the notice.

Section 2.4.

Notice of Shareholders’ Meetings. Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of shareholders shall be given no fewer 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 (or otherwise entitled to receive notice of such meeting), such notice to specify the place, date and time of the meeting, the means of remote communication(s), if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting (as authorized by the Board of Directors in its sole discretion pursuant to Section 48-17-109 of the Tennessee Business Corporation Act, as may be amended from time to time (the “Act”)), and, in the case of a special meeting, the purpose or purposes of the meeting. Notice of any meeting of shareholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the shareholder at such shareholder’s address as it appears on the records of the Corporation and otherwise is given when delivered.

Section 2.5.

Quorum and Voting. Unless otherwise set forth in the Charter or required by the Act, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum for the transaction of business at such meeting. Other than for the election of directors, if a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Charter or Act require a greater number of affirmative votes. A nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of shareholders for which (i) the Secretary of the Corporation receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the Charter and these Bylaws, to the extent applicable, and applicable law and (ii) such nomination has not been withdrawn by such shareholder on or before the tenth day before the Corporation first mails its notice of meeting for such meeting to the shareholders. If directors are to be elected by a plurality of the votes cast, shareholders shall not be permitted to vote against a nominee.

Section 2.6.

Adjournment and Notice of Adjourned Meetings. Any meeting of shareholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person or represented by proxy at the meeting. When a meeting is adjourned to another date, time or place, notice need not be given of the adjourned meeting if the new date, time and place thereof, and the means of remote communication(s), if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting (as authorized by the Board of Directors in its sole discretion pursuant to Section 48-17-109 of the Act), are announced at the meeting before the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

Section 2.7.

Proxies. A shareholder may vote the shares of stock owned of record by the shareholder, either in person or by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney in fact. Such proxy shall be effective when received by the Secretary of the Corporation or other officer or agent of the Corporation authorized to tabulate votes. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color

other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 2.8.

Voting of Shares by Certain Holders. Shares registered in the name of another corporation, if entitled to be voted, may be voted by the president, a vice president or a proxy appointed by the president or a vice president of such other corporation, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the board of directors of such other corporation presents a certified copy of such bylaw or resolution, in which case such person may vote such shares. Any fiduciary may vote shares registered in his name as such fiduciary, either in person or by proxy.

Shares of its own stock indirectly owned by the Corporation shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a shareholder may certify in writing to the Corporation that any shares of stock registered in the name of the shareholder are held for the account of a specified person other than the shareholder. The resolution shall set forth the class of shareholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it, if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the shareholder of record of the specified stock in place of the shareholder who makes the certification.

Section 2.9.

Record Date. The Board of Directors shall fix as the record date for the determination of shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action, a date that is not more than seventy (70) days before the meeting or action requiring a determination of shareholders. A record date fixed for a shareholders’ meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four (4) months after the date fixed for the original meeting.

Section 2.10.

List of Shareholders. After the record date for a meeting has been fixed, the Corporation shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders’ meeting. Such list will show the address of and number of shares held by each shareholder. The shareholders’ list will be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or the shareholder’s agent or attorney is entitled on written demand to inspect and, subject to the requirements of the Act, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.

Section 2.11.

Action Without a Meeting.

(a)

Action required or permitted by any provision of the Act, as now in effect or hereafter amended, to be taken at a shareholders’ meeting may be taken without a meeting. If all shareholders entitled to vote on the 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. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each shareholder entitled to vote on the action in one (1) or more counterparts, indicating each signing shareholder’s vote or abstention on the action, and delivered to the Corporation for inclusion in the

minutes or filing with the corporate records. A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

(b)

If any provision of the Corporation’s Charter or the laws of the State of Tennessee 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 (10) days before the action is taken. The notice must contain or be accompanied by the same material that, under the laws of the State of Tennessee, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

Section 2.12.

Notice of Shareholder Business and Nominations.

(a)

Annual Meetings of Shareholders.

(i)

Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the shareholders may be made at an annual meeting of shareholders (A) pursuant to the Corporation’s notice of meeting, (B) by or at the direction of the Board of Directors, (C) by any shareholder of the Corporation who (1) was a shareholder of record at the time of giving of notice provided for in this Section 2.12 and at the time of the annual meeting, (2) is entitled to vote at the meeting and (3) complies with the provisions set forth in this Section 2.12 as to such business or nomination or (D) solely with respect to nominations of persons for election to the Board of Directors, by any Eligible Shareholder (as defined in Section 2.15 below) who meets the requirements of and complies with provisions set forth in Section 2.15; clauses (C) and (D) shall be the exclusive means for a shareholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of shareholders. In addition, (x) the number of proposed nominees for which a shareholder may submit notice pursuant to this Section 2.12 for election at any annual meeting of shareholders, or at any special meeting of shareholders at which directors are to be elected pursuant to Section 2.12(b), shall not exceed the number of directors to be elected at such meeting, and (y) no shareholder submitting notice of any proposed nominees pursuant to this Section 2.12(a) or Section 2.12(b) will be entitled to make any additional or substitute nominations of proposed nominees following the expiration of applicable time periods set forth in this Section 2.12(a) or Section 2.12(b), as applicable.

(ii)

Without qualification, for any nominations or any other business to be properly brought before an annual meeting by a shareholder pursuant to Section 2.12(a)(i)(C) of these Bylaws, the shareholder must have given timely notice thereof in writing to the Secretary and such other business must otherwise be a proper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above. To be in proper form, a shareholder’s notice (whether given pursuant to this Section 2.12(a)(ii) or Section 2.12(b)) to the Secretary must:

(A)

set forth, as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such shareholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (2) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such shareholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder has a right to vote any shares of any security of the Company, (D) any short interest in any security of the Company (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such shareholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; (G) any performance-related fees (other than an asset-based fee) that such shareholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such shareholder’s immediate family sharing the same household; (H) any significant equity interests or any Derivative Instruments in any principal competitor of the Corporation held by such shareholder or beneficial owner or any direct or indirect interest of such shareholder or beneficial owner in any contract or arrangement with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including any employment agreement, collective bargaining agreement or consulting agreement); and (I) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) under the Exchange Act or an amendment pursuant to Rule 13d-2(a) under the Exchange Act if such a statement were required to be filed under the Exchange Act by such shareholder or beneficial owner, or such shareholder’s or beneficial owner’s associates, (regardless of whether such person or entity is actually required to file a Schedule 13D), including a description of any agreement that would be required to be disclosed by such shareholder, beneficial owner or any of their respective associates pursuant to Item 5 or Item 6 of Schedule 13D (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), (3) a representation as to whether such shareholder intends, or is part of a group that intends, to (A) deliver a proxy statement and/or form of proxy to holders of, in the case of a nomination, at least the percentage of the Corporation’s outstanding stock reasonably believed by the nominating shareholder to be sufficient to elect each such nominee, or, in the case of a business proposal, at least the percentage of the Corporation’s outstanding stock that is required to approve or adopt the proposal, (B) otherwise solicit proxies from shareholders in support of such nomination or proposal, and/or (C) solicit the holders of shares representing at least the percentage of the Corporation’s outstanding stock entitled to vote on the election of directors as required pursuant to Rule 14a-19 under the Exchange Act in support of any person the shareholder proposes to nominate for election or reelection to the Board of Directors, other than the Corporation’s director nominees, (4) identification of the names and addresses of other shareholders (including beneficial owners) known by such shareholder to support the nomination(s) or other proposal(s) submitted by such shareholder and, to the extent known, the class and number of all shares of the Corporation’s capital stock owned beneficially or of record by such other shareholder(s) or other beneficial owner(s); and (5) any other information relating to such shareholder and beneficial owner, if any,

that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(B)

if the notice relates to any business, other than a nomination of a director or directors, that the shareholder proposes to bring before the meeting, set forth (1) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business and (2) a description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder;

(C)

set forth, as to each person, if any, whom the shareholder proposes to nominate for election or reelection to the Board of Directors (1) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement and accompanying proxy card as a nominee and to serving as a director if elected); (2) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (3) a description of any business or personal interests that could reasonably be expected to place such person in a potential conflict of interest with the Corporation or any of its subsidiaries; and

(D)

with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 2.14 of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. As a condition to being a proposed nominee, each proposed nominee shall submit to interviews with the Board of Directors or a committee thereof, if requested by the Board of Directors (or such committee thereof), and each proposed nominee shall make himself or herself available for any such interviews on or prior to ten (10) days following any request therefor from the Board of Directors (or such committee thereof).

(iii)

Notwithstanding anything in the second sentence of Section 2.12(a)(ii) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Section 2.12 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 10th day following the day on which such public announcement is first made by the Corporation.

(b)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders 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 shareholders 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 meeting, by any shareholder of the Corporation who (A) is a shareholder of record at the time of giving of notice provided for in this Section 2.12 and at the time of the special meeting, (B) is entitled to vote at the meeting, and (C) complies with the provisions set forth in this Section 2.12 as to such nomination. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the shareholder’s notice required by Section 2.12(a)(ii) of these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.14 of these Bylaws) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

(c)

General.

(i)

Only such persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by law, the Charter or these Bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded. If the Board of Directors or any authorized committee thereof or the Chairman of the meeting determines that (A) any information required to be provided by or on behalf any shareholder pursuant to these Bylaws in connection with any nomination or proposal by or on behalf of such shareholder pursuant to this Section 2.12 is inaccurate or incomplete in any material respect, or (B) any shareholder (including any beneficial owner on whose behalf the nomination or proposal is made), in connection with any nomination of a proposed nominee or other such business proposal of such shareholder pursuant to this Section 2.12 has not complied with all applicable requirements set forth in, and acted in accordance with all representations made pursuant to, these Bylaws, then the nomination(s) or other business proposal proposed by any such shareholder shall be deemed not to have been made in accordance with the provisions of this Section 2.12.

(ii)

A shareholder shall further update and supplement its notice of any nominee for election as a director or any proposal for other business at a meeting of shareholders to be brought before a meeting, if necessary, so that all such information provided or required to be provided by this Section 2.12 shall be true and correct in all material respects (including disclosure of all material facts necessary to make the statements made, in light of the circumstances under which they were made not misleading) as of (A) the record date for such meeting, (B) the date that is ten (10) business days prior to such meeting, (C) the date that is ten (10) business days prior to any adjournment or postponement thereof, and (D) with respect to the representation required pursuant to this Section 2.12(a)(ii)(A)(3), immediately prior to the

meeting or any adjournment or postponement thereof, and any such updates shall clearly identify the information that has changed since the last submission of such shareholder. Such update and supplement must be delivered in writing to the Secretary of the Corporation at its principal executive office, (I) in the case of the update and supplement required to be made as of the record date, not later than the close of business on the fifth (5th) business day after (x) the record date for purposes of determining the shareholders entitled to vote at the meeting, or (y) the date that a written request for such update and supplement is delivered to such shareholder providing notice pursuant to this Section 2.12, (II) in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting, not later than the close of business on the eighth (8th) business day prior to the date for the meeting, (III) in the case of any adjournment or postponement of the meeting, not later than the close of business on the eighth (8th) business day prior to the date to which the meeting has been adjourned or postponed, if practicable, or, if not practicable, the first practicable date after public announcement is given of such adjournment or postponement, and (IV) in the case of any information provided pursuant to this Section 2.12(c)(ii)(D), on the first practicable date prior to the meeting; provided, however that any such update and supplement provided pursuant to this Section 2.12(c) shall not be deemed to cure any defect with respect to information previously delivered or limit the Corporation’s rights in connection therewith.

(iii)

If any information submitted pursuant to this Section 2.12 by a shareholder shall be inaccurate in any material respect (as determined by the Board of Directors or a committee thereof), such information shall be deemed not to have been provided in accordance with this Section 2.12. Any such shareholder shall notify the Secretary in writing at the principal executive offices of the Corporation of any inaccuracy or change in any information submitted pursuant to this Section 2.12 within two (2) business days after becoming aware of such inaccuracy or change, and any such notification shall clearly identify the inaccuracy or change, it being understood that no such notification may cure any deficiencies or inaccuracies with respect to any prior submission by such shareholder. Upon written request of the Secretary on behalf of the Board of Directors (or a duly authorized committee thereof), any such shareholder shall provide, within seven (7) business days after delivery of such request (or such other period as may be specified in such request), (A) written verification, reasonably satisfactory to the Board of Directors, any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by such shareholder pursuant to this Section 2.12 and (B) a written affirmation of any information submitted by such shareholder pursuant to this Section 2.12 as of an earlier date. If a shareholder fails to provide such written verification or affirmation within such period, the information as to which written verification or affirmation was requested may be deemed not to have been provided in accordance with this Section 2.12.

(iv)

For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(v)

Notwithstanding the foregoing provisions of these Bylaws, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.12(a)(i)(C) or Section 2.12(b) of these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights (A) of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Charter or these Bylaws.

(vi)

Notwithstanding the foregoing provisions of this Section 2.12, if the shareholder submitting such notice of proposed business or nomination (or a qualified representative of

such shareholder) does not appear at the applicable meeting of shareholders of the Corporation to present such proposal or nomination pursuant to this Section 2.12, such proposal or nomination shall not be considered, notwithstanding that proxies in respect of such vote may have been received by the Corporation. In order to be considered a qualified representative of a shareholder for purposes of this Section 2.12, a person must be a duly authorized officer, manager or partner of such shareholder or must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.

(vii)

Notwithstanding anything contained in these Bylaws to the contrary, if any shareholder making any director nomination pursuant to the terms of this Section 2.12 provides notice of any nomination pursuant to Rule 14a-19(b) under the Exchange Act (or is not required to provide notice because the information required by Rule 14a-19(b) has been provided in a preliminary or definitive proxy statement previously filed by such shareholder) (any such shareholder, including the beneficial owner, if any, on whose behalf the nomination is made, a “Rule 14a-19 Shareholder”) and such 14a-19 Shareholder (A) subsequently notifies the Corporation that such Rule 14a-19 Shareholder no longer intends to solicit proxies in support of the election of any proposed nominee of the Rule 14a-19 Shareholder in accordance with such rule, (B) fails to comply with the requirements of Rule 14a-19 under the Exchange Act (including Rule 14a-19(a)(2) and/or Rule 14a-19(a)(3) thereunder), or (C) fails to timely provide documentation reasonably satisfactory to the Corporation demonstrating that such 14a-19 Shareholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act in accordance with the following sentence, then the Corporation shall disregard any proxies or votes solicited for the proposed nominee(s) of such Rule 14a-19 Shareholder, and no vote with respect to the election of such proposed nominees shall occur (notwithstanding the fact that proxies in respect of such vote may have been received by the Corporation). Upon request by the Corporation, any Rule 14a-19 Shareholder shall deliver to the Corporation, not later than five (5) business days prior to the applicable meeting of shareholders of the Corporation, documentation reasonably satisfactory to the Corporation demonstrating that such Rule 14a-19 Shareholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act. Any Rule 14a-19 Shareholder shall notify the Corporation’s Secretary in writing within two (2) business days of becoming aware that such Rule 14a-19 Shareholder no longer intends to solicit proxies in support of the proposed nominee(s) of such Rule 14a-19 Shareholder in accordance with Rule 14a-19.

Section 2.13.

Organization.

(a)

At every meeting of shareholders, (i) the Chairman of the Board of Directors or, if a Chairman of the Board of Directors has not been appointed or is absent, (ii) the Chief Executive Officer or, if the Chief Executive Officer is absent, (iii) the President or, if the President is absent, (iv) such person as the Chairman of the Board of Directors shall appoint or, if such chairman or committee has not been appointed, (v) any officer of the Corporation chosen by the Board of Directors, shall act as chairman of the meeting. The Secretary, or, in his or her absence, such person appointed by the chairman of the meeting, shall act as secretary of the meeting.

(b)

The Board of Directors shall, in advance of any meeting of shareholders, appoint one (1) or more inspector(s), who may include individual(s) who serve the Corporation in other capacities, including without limitation as officers, employees or agents, to act at the meeting of shareholders and make a written report thereof. The Board of Directors may designate one (1) or more persons as alternate inspector(s) to replace any inspector, who fails to act. If no inspector or alternate has been appointed or is able to act at a meeting of shareholders, the chairman of the meeting shall appoint one (1) or more inspector(s) to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability.

(c)

The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to shareholders of record of the Corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. The date and time of the opening and closing of the polls for each matter upon which the shareholders will vote at the meeting shall be announced at the meeting. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.

Section 2.14.

Submission of Questionnaire, Representation and Agreement. To be eligible to be nominated for election or reelection as a director of the Corporation by a shareholder pursuant to Section 2.12 or an Eligible Shareholder pursuant to Section 2.15, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.12 or Section 2.15 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary within 10 days following written request) and a written representation and agreement (in the form provided by the Secretary within 10 days following written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under the Act, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, and (d) will provide facts, statements and other information in all communications with the Corporation and its shareholders that are or will be true and correct and that do not and will not omit to state any fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.

Section 2.15.

Proxy Access Rights.

(a)

Proxy Access.

(i)

Whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting of shareholders, subject to the provisions of this Section 2.15 and to the extent permitted by applicable law, the Corporation shall include in its proxy materials for such annual meeting, in addition to any persons nominated for election by, or at the direction of, a majority of the Board of Directors, the name, together with the Required Information (defined below), of any person nominated for election (each such person being hereinafter referred to as a “Access Nominee”) to the Board of Directors by a shareholder or group of no more than twenty (20) such shareholders that satisfies the

requirements of this Section 2.15 (such individual or group, including as the context requires each member thereof, being hereinafter referred to as the “Eligible Shareholder”). For the purpose of determining the aggregate number of shareholders in this Section 2.15, any two or more funds that are (A) under common management and funded primarily by a single employer or (B) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one shareholder.

(ii)

For purposes of this Section 2.15, the “Required Information” that the Corporation will include in its proxy materials is (A) the information concerning the Access Nominee and the Eligible Shareholder that is required to be disclosed in the Corporation’s proxy statement by the rules and regulations promulgated under the Exchange Act, by these Bylaws, by the Charter and/or by the listing standards of each principal U.S. exchange upon which the common stock of the Corporation is listed; and (B) if the Eligible Shareholder so elects, a written statement, not to exceed 500 words, in support of the candidacy of each Access Nominee of such Eligible Shareholder (the “Statement”). Notwithstanding anything to the contrary contained in this Section 2.15, the Corporation may omit from its proxy materials any information or Statement (or portion thereof) that it actually believes is materially false or misleading, omits to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, or would violate any applicable law or regulation.

(b)

Notice Requirements.

(i)

Notwithstanding the procedures set forth in Section 2.12 of these Bylaws, in order to nominate a Access Nominee pursuant to this Section 2.15, an Eligible Shareholder must, in addition to satisfying the other requirements of this Section 2.15, provide a notice expressly electing to have its Access Nominee(s) included in the Corporation’s proxy materials pursuant to this Section 2.15, that complies with the requirements set forth in this Section 2.15 (a “Notice of Proxy Access Nomination”) within the time period set forth below. In order for an Eligible Shareholder to nominate a Access Nominee pursuant to this Section 2.15, the Eligible Shareholder’s Notice of Proxy Access Nomination must be received by the Secretary of the Corporation at its principal executive office not less than 120 days prior to the anniversary of the date of the proxy statement for the prior year’s annual meeting of shareholders (the “Deadline”); provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days before the anniversary date of the immediately preceding annual meeting (the “Anniversary Date”) or more than 60 days after the Anniversary Date, or if no annual meeting was held in the preceding year, the Deadline shall be the close of business on the later of (x) the 120th day prior to the scheduled date of such annual meeting or (y) the tenth day following the day on which public announcement of the date of such annual meeting is first made by the Corporation. In no event shall an adjournment, postponement or rescheduling of any previously scheduled meeting of shareholders, or the public announcement thereof, commence a new time period for the giving of a Notice of Proxy Access Nomination under this Section 2.15.

(ii)

In order to nominate a Access Nominee pursuant to this Section 2.15, an Eligible Shareholder providing the Required Information within the time period specified in Section 2.15(b)(i) for delivering the Notice of Proxy Access Nomination must further update and supplement such Required Information, if necessary, so that all such Required Information provided or required to be provided shall be true and correct as of the record date for purposes of determining the shareholders entitled to vote at such annual meeting and as of the date that is ten (10) business days prior to such annual meeting, and such update and supplement (or a written notice stating that there are no such updates or supplements) must be delivered in writing to the Secretary of the Corporation at its principal executive office (x) not later than the close of business on the fifth (5th) business day after, in the case of the update and supplement required to be made as of the record date, (A) the record date for purposes of determining the shareholders entitled to vote at the meeting, if the Corporation delivered written notice to the Eligible Shareholder Notice Recipient of the record date in advance of the record date, or (B) the date that a written request for such

update and supplement is delivered to the Eligible Shareholder Notice Recipient, if written notice of the record date was not delivered to the Eligible Shareholder Notice Recipient prior to the record date, and (y) not later than the close of business on the eighth (8th) business day prior to the date for the meeting (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting).

(iii)

In the event that any of the information or communications provided by the Eligible Shareholder or the Access Nominee to the Corporation or its shareholders ceases to be true and correct in all material respects or omits a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Shareholder or Access Nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect in such previously provided information or communications and of the information that is required to correct any such defect.

(c)

Maximum Number of Access Nominees.

(i)

The maximum number of Access Nominees (including Access Nominees that were submitted by an Eligible Shareholder for inclusion in the Corporation’s proxy materials pursuant to this Section 2.15 but that were either subsequently withdrawn or that the Board of Directors decides to nominate as Board of Director nominees) nominated by all Eligible Shareholders that will be included in the Corporation’s proxy materials with respect to an annual meeting shall not exceed the greater of (A) two (2) directors or (B) twenty percent (20%), or if such amount is not a whole number, the closest whole number below twenty percent (20%), of the number of directors in office as of the last day on which a Notice of Proxy Access Nomination may be timely delivered pursuant to and in accordance with this Section 2.15 (the “Final Proxy Access Nomination Date”); provided that the maximum number of Access Nominees that will be included in the Corporation’s proxy materials with respect to an annual meeting will be reduced by (I) the number of individuals that the Board of Directors decides to nominate for re-election who were previously elected to the Board of Directors based on a nomination by a shareholder pursuant to Section 2.12 or this Section 2.15 with respect to either of the immediately preceding two annual meetings of shareholders and (II) the number of individuals for which the Secretary of the Corporation receives a notice for nomination for election to the Board of Directors pursuant to the advance notice requirements for shareholder nominees for director set forth in Section 2.12 of these Bylaws, provided, further, that a reduction solely with respect to clause (II) above shall not cause the maximum number of Access Nominees that will be included in the Corporation’s proxy materials with respect to any annual meeting to be reduced below one (1).

(ii)

Any Eligible Shareholder submitting more than one Access Nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 2.15 shall rank such Access Nominees based on the order that the Eligible Shareholder desires such Access Nominees to be selected for inclusion in the Corporation’s proxy statement in the event that the total number of Access Nominees submitted by Eligible Shareholders pursuant to this Section 2.15 exceeds the maximum number of Access Nominees provided for in Section 2.15(c)(i) (including by operation of Section 2.15(c)(iii)). In the event that the number of Access Nominees submitted by Eligible Shareholders pursuant to this Section 2.15 exceeds the maximum number of Access Nominees provided for in Section 2.15(c)(i) (including by operation of Section 2.15(c)(iii)), the highest ranking Access Nominee who meets the requirements of this Section 2.15 from each Eligible Shareholder will be selected for inclusion in the Corporation’s proxy materials until the maximum number is reached, going in order from the largest to the smallest of such Eligible Shareholders based on the number of shares of common stock of the Corporation each Eligible Shareholder disclosed as owned in the Notice of Proxy Access Nomination submitted to the Corporation hereunder. If the maximum number of Access Nominees provided for in this Section 2.15 is not reached after the highest ranking Access Nominee who meets the requirements of this Section 2.15 from each Eligible Shareholder has been selected, this selection process will continue as many times as necessary, following the same order each time, until the maximum number of Access Nominees provided for in this

Section 2.15 is reached. The Access Nominees so selected by each Eligible Shareholder in accordance with this Section 2.15(c)(ii) will be the only Access Nominees entitled to be included in the Corporation’s proxy materials, and, following such selection, if the Access Nominees so selected are not included in the Corporation’s proxy materials or are not submitted for election (for any reason, including the failure to comply with this Section 2.15), no other Access Nominees will be included in the Corporation’s proxy materials or otherwise submitted for shareholder election pursuant to this Section 2.15.

(iii)

If for any reason one or more vacancies occur on the Board of Directors after the Final Proxy Access Nomination Date but before the date of the applicable annual meeting and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the maximum number of Access Nominees included in the Corporation’s proxy materials pursuant to this Section 2.15 shall be calculated based on the number of directors in office as so reduced.

(d)

Shareholder Eligibility.

(i)

For purposes of this Section 2.15, an Eligible Shareholder shall be deemed to “own” only those outstanding shares of common stock of the Corporation as to which the Eligible Shareholder possesses both (A) the full voting and investment rights pertaining to the shares and (B) the full economic interest in (including the opportunity for profit from and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A) and (B) (x) shall not include any shares (I) borrowed for any purposes or purchased pursuant to an agreement to resell or (II) sold in any transaction that has not been settled or closed, and (y) shall be reduced by the notional amount of shares of common stock of the Corporation subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such shareholder, whether or not any such instrument is to be settled with shares or with cash, to the extent not already taken into account in clause (x)(II) above and a number of shares of common stock of the Corporation equal to the net “short” position in the common stock of the Corporation held by such shareholder’s affiliates, whether through short sales, options, warrants, forward contracts, swaps, contracts of sale, other derivatives or similar agreements or any other agreement or arrangement, or (III) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such shareholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such shareholder’s or its affiliates’ full right to vote or direct the voting of any such shares and/or (2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such shareholder or affiliate. A shareholder shall “own” shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A shareholder’s ownership of shares shall be deemed to continue during any period in which the shareholder (a) has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the shareholder and (b) has loaned the shares if the shareholder may terminate the share lending within five (5) days. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the common stock of the Corporation are “owned” for these purposes shall be determined by the Board of Directors or any committee thereof. For purposes of this Section 2.15, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the General Rules and Regulations of the Exchange Act.

(ii)

In order to make a nomination pursuant to this Section 2.15, an Eligible Shareholder must have owned the Required Ownership Percentage (as defined below) of the Corporation’s outstanding common stock (the “Required Shares”) continuously for the Minimum Holding Period (as defined below) or longer as of both the date the Notice of Proxy Access Nomination is required to be

received by the Corporation in accordance with this Section 2.15 and the record date for determining shareholders entitled to vote at the applicable annual meeting, and must continue to own the Required Shares through the applicable meeting date; provided, that, up to, but not more than, twenty (20) shareholders who otherwise meet all of the requirements to be an Eligible Shareholder may aggregate their shareholdings in order to meet the Required Ownership Percentage, but not the Minimum Holding Period, of the Required Shares. For purposes of this Section 2.15, the “Required Ownership Percentage” is 3% or more of the Corporation’s issued and outstanding common stock as of the most recent date for which such amount is given in any filing by the Corporation with the Securities and Exchange Commission prior to the submission of such Eligible Shareholder’s Notice of Proxy Access Nomination, and the “Minimum Holding Period” is three (3) years.

(iii)

In order to nominate a Access Nominee pursuant to this Section 2.15, an Eligible Shareholder, or with respect to clauses (D), (E), (F) and (G) below, the Access Nominee, must provide the following information in writing to the Secretary of the Corporation within the time period specified in this Section 2.15 for delivering the Notice of Proxy Access Nomination:

(A)

one or more written statements from the record holders of the shares or from the intermediaries through which the shares are or have been held during the Minimum Holding Period verifying that, as of a date within seven (7) calendar days prior to the date the Notice of Proxy Access Nomination is received by the Secretary of the Corporation, the Eligible Shareholder owns, and has owned continuously for the Minimum Holding Period, the Required Shares, and the Eligible Shareholder’s agreement to provide written statements from such persons verifying the Eligible Shareholder’s continuous ownership of the Required Shares through the record date for purposes of determining the shareholders entitled to vote at the meeting, along with a written statement that the Eligible Shareholder will continue to hold the Required Shares through the applicable meeting date, within five (5) business days after (I)(x) the record date, if the Corporation delivered written notice of the record date to the Eligible Shareholder Notice Recipient in advance of the record date, or (y) the date that a written request for verification is delivered to the Eligible Shareholder Notice Recipient, if written notice of the record date was not delivered to the Eligible Shareholder Notice Recipient prior to the record date, and (II) the updates and supplements described in Section 2.15(b)(ii) within the time periods set forth therein;

(B)

a copy of the Schedule 14N filed or to be filed with the Securities and Exchange Commission in accordance with Rule 14a-18 of the Exchange Act;

(C)

the information, representations and agreements that are required to be set forth in a shareholder’s notice of nomination pursuant to Section 2.12 or a Notice of Proxy Access Nomination;

(D)

the written consent of each Access Nominee to being named in the proxy statement as a nominee and to serving as a director if elected;

(E)

a completed and signed questionnaire, representation and agreement from each Access Nominee required by Section 2.14 of these Bylaws;

(F)

an agreement by each Access Nominee, upon such Access Nominee’s election, to make such acknowledgements, enter into such agreements and provide such information as the Board of Directors requires of all directors at such time, including without limitation, agreeing to be bound by the Corporation’s code of ethics, insider trading policies and procedures and other similar policies and procedures;

(G)

an irrevocable resignation of the Access Nominee, which shall become effective upon a determination in good faith by the Board of Directors or any committee thereof that the information provided to the Corporation by such individual pursuant to Section 2.12 and Section 2.15 of these Bylaws was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(H)

a representation (in the form provided by the Secretary of the Corporation upon written request) that the Eligible Shareholder (I) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and that the Eligible Shareholder does not presently have such intent, (II) has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Access Nominee(s) being nominated pursuant to this Section 2.15, (III) has not engaged and will not engage in, and has not and will not be a “participant” in, another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Access Nominee(s) or a nominee of the Board of Directors, (IV) will not distribute to any shareholder any form of proxy for the annual meeting other than the form of proxy distributed by the Corporation, (V) agrees to comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting, including, without limitation, Rule 14a-9 promulgated under the Exchange Act, (VI) meets the requirements set forth in this Section 2.15 and (VII) has provided and will continue to provide facts, statements and other information in all communications with the Corporation and its shareholders in connection with the nomination hereunder that is or will be true and correct in all material respects and does not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(I)

a written undertaking (in the form provided by the Secretary of the Corporation upon written request) that the Eligible Shareholder agrees to (I) assume all liability stemming from any legal or regulatory violation arising out of the communications with shareholders of the Corporation by the Eligible Shareholder, its affiliates and associates, or their respective agents or representatives, either before or after the furnishing of the Notice of Proxy Access Nomination or out of information that the Eligible Shareholder has provided or will provide to the Corporation or filed with the Securities and Exchange Commission, in each case in connection with the candidacy of such Eligible Shareholder’s Access Nominee or the nomination and election of directors at the annual meeting of shareholders, (II) indemnify and hold harmless the Corporation and each of its directors, officers, agents, employees, affiliates, control persons or other persons acting on behalf of the Corporation individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers, agents, employees, affiliates, control persons or other persons acting on behalf of the Corporation arising out of any nomination submitted by the Eligible Shareholder pursuant to this Section 2.15, and (III) promptly provide to the Corporation such additional information as requested pursuant to this Section 2.15; and

(J)

the name and address of one individual that is designated by the Eligible Shareholder, including only one such individual for any Eligible Shareholder group, to receive all notices on behalf of such Eligible Shareholder (the “Eligible Shareholder Notice Recipient”).

In connection with clause (A) of the preceding sentence, if any intermediary which verifies the Eligible Shareholder’s ownership of the Required Shares for the Minimum Holding Period is not the record holder of such shares, a Depository Trust Company (“DTC”) participant or an affiliate of a DTC participant, then the Eligible Shareholder will also need to provide a written statement as required by clause (A) of the preceding sentence from the record holder of such shares, a DTC participant or an affiliate of a DTC participant that can verify the holdings of such intermediary.

(iv)

Whenever the Eligible Shareholder consists of a group of more than one shareholder, each provision in this Section 2.15 that requires the Eligible Shareholder to provide any written statements, representations, undertakings, agreements or other instruments or to meet any other conditions shall be deemed to require each shareholder that is a member of such group to provide such statements, representations, undertakings, agreements or other instruments and to meet such other conditions. When an Eligible Shareholder is comprised of a group, a violation of any provision of these Bylaws by any member of the group shall be deemed a violation by the Eligible Shareholder group. No person may be a member of more than one group of persons constituting an Eligible Shareholder with respect to any annual meeting.

(e)

Access Nominee Requirements.

(i)

Notwithstanding anything in these Bylaws to the contrary, the Corporation shall not be required to include, pursuant to this Section 2.15, any Access Nominee in its proxy materials for any meeting of shareholders (A) if the Eligible Shareholder who has nominated such Access Nominee has nominated one or more persons for election to the Board of Directors pursuant to the advance notice requirements for shareholder nominees for director set forth in Section 2.12 of these Bylaws, (B) if the Eligible Shareholder who has nominated such Access Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Access Nominee(s) or a nominee of the Board of Directors, (C) who is not independent under the listing standards of each principal U.S. exchange upon which the common stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors, in each case, as determined by the Board of Directors or any committee thereof, (D) whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Charter, the rules and listing standards of the principal U.S. exchanges upon which the common stock of the Corporation is traded, or any applicable state or federal law, rule or regulation, (E) who provides any information to the Corporation or its shareholders required or requested pursuant to any subsection of Article II of these Bylaws that is not accurate, truthful and complete in all material respects, or that otherwise contravenes any of the agreements, representations or undertakings made by the Access Nominee in connection with the nomination, (F) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (G) who is a named subject of a pending criminal proceeding (excluding traffic violations) or has been convicted in such a criminal proceeding within the past ten (10) years, (H) is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (I) if such Access Nominee or the applicable Eligible Shareholder shall have provided information to the Corporation in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors or any committee thereof or (J) the Eligible Shareholder or applicable Access Nominee fails to comply with its obligations pursuant to this Section 2.15.

(ii)

Any Access Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of shareholders but either (a) withdraws from or becomes ineligible or unavailable for election at such annual meeting, or (b) does not receive a number of “for” votes equal to at least twenty-five percent (25%) of the number of shares present and entitled to vote for the election of directors, will be ineligible to be a Access Nominee pursuant to this Section 2.15 for the next two annual meetings of shareholders.

(iii)

Notwithstanding anything to the contrary set forth herein, if the Board of Directors or a designated committee thereof determines that any shareholder nomination was not made in accordance with the terms of this Section 2.15 or that the information provided in a Notice of Proxy Access Nomination does not satisfy the informational requirements of this Section 2.15 in any material respect,

then such nomination shall not be considered at the applicable annual meeting. If neither the Board of Directors nor such committee makes a determination as to whether a nomination was made in accordance with the provisions of this Section 2.15, the presiding officer of the annual meeting shall determine whether a nomination was made in accordance with such provisions. If the presiding officer determines that any shareholder nomination was not made in accordance with the terms of this Section 2.15 or that the information provided in a shareholder’s notice does not satisfy the informational requirements of this Section 2.15 in any material respect, then such nomination shall not be considered at the annual meeting in question. Additionally, such nomination will not be considered at the annual meeting in question if the Eligible Shareholder (or a qualified representative thereof) does not appear at the meeting of shareholders to present any nomination pursuant to this Section 2.15. If the Board of Directors, a designated committee thereof or the presiding officer determines that a nomination was made in accordance with the terms of this Section 2.15, the presiding officer shall so declare at the annual meeting and ballots shall be provided for use at the meeting with respect to such Access Nominee.

(f)

Except as otherwise provided by Rule 14a-19 under the Exchange Act, this Section 2.15 provides the exclusive method for shareholders to include nominees for director in the Corporation’s proxy materials.

Article III

DIRECTORS

Section 3.1.

General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, subject to any limitations set forth in the Charter.

Section 3.2.

Number, Tenure and Qualifications.

(a)

The number of directors of the Corporation shall be set from time to time in accordance with the Charter, provided that the number thereof shall never be less than the minimum number required by the Act, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of Directors.

(b)

The Directors shall be elected by shareholders at their annual meeting or a special meeting called for that purpose in compliance with these Bylaws.

(c)

Directors need not be shareholders of the Corporation.

(d)

Nominations of persons for election to the Board of Directors may be made by or at the direction of the Board of Directors or by any shareholder who submits the name of such person(s) in the manner prescribed in Section 2.12 of these Bylaws.

Section 3.3.

Changes in Number; Vacancies. Any vacancy occurring on the Board of Directors may, subject to the provisions of Section 3.5, be filled by a majority of the remaining members of the Board of Directors, even though such majority is less than a quorum; provided, however, that vacancies shall be filled in accordance with the Corporation’s Corporate Governance Guidelines. If the shareholders of any class or series are entitled separately to elect one or more directors, a majority of the remaining directors elected by that class or series may fill any vacancy among the number of directors elected by that class or series. A director elected to fill a vacancy shall be elected to hold office until the next shareholders’ meeting at which directors are elected and until his successor is elected and qualified.

Section 3.4.

Resignations. Any director or member of a committee may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of the receipt by the Chairman of the Board, the President or the Secretary.

Section 3.5.

Removal of Directors. Any director may be removed, either with or without cause, at any time, if the votes cast in favor of removal exceed the votes cast in opposition to removal at a special meeting of shareholders called for that purpose and the notice of meeting for which states that a purpose of the meeting is the removal of a director. Any director may be removed for cause, at any time, by a majority vote of the entire Board of Directors at a meeting called for that purpose, the notice of meeting for which states that a purpose of the meeting is the removal of a director.

Section 3.6.

Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of shareholders, with no notice other than this Bylaw being necessary. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Tennessee, for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 3.7.

Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, a majority of the Board of Directors or a majority of the Independent Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Tennessee, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.8.

Notice. Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. Notice of the date, time, and place of any special meeting of the Board of Directors shall be communicated (i) in writing to each director at the director’s residence or usual place of business, or at such other address as the director may have designated in a written request filed with the Secretary, at least two (2) days before the day on which the meeting is to be held, or (ii) orally, in person or by telephone, at least 24 hours before the time at which the special meeting is to be held. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by the Act, the Charter or these Bylaws.

Section 3.9.

Quorum. Subject to the provisions of Section 3.10, a majority of the entire Board of Directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a quorum is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Subject to the provisions of Section 3.10, 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 3.10.

Voting.

(a)

Except as provided in subsection (b) of this Section 3.10, the action of the majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by the Charter, these Bylaws, or the Act.

(b)

Notwithstanding anything in these Bylaws to the contrary, (i) any action pertaining to a sale or other disposition of an “Initial Property,” as defined in the Corporation’s registration statement on Form S-11, as declared effective by the Securities and Exchange Commission in connection with the Corporation’s initial public offering of common stock and (ii) any other action pertaining to any transaction involving the Corporation, including the purchase, sale, lease, or mortgage of any real estate asset or any other transaction, in which an advisor, director or officer of the Corporation, or any Affiliate of any of the foregoing persons, has any direct or indirect interest other than solely as a result of their status as a director, officer, or shareholder of the Corporation, must be approved by a majority of the Directors, including a majority of the Independent Directors, even if the Independent Directors constitute less than a quorum.

Section 3.11.

Meetings by Electronic Communications Equipment. Members of the Board of Directors may participate in a meeting through the use of any means of communication by which all directors participating may simultaneously hear each other. A director participating in a meeting by these is deemed to be present in person at the meeting.

Section 3.12.

Action Without a Meeting. Unless otherwise provided by the Charter, these Bylaws or the Act, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the members of the Board of Directors consent to taking such action without a meeting, and the action is approved by the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting. The action must be evidenced by one or more written consents describing the action taken, signed, in one or more counterparts, by that number of Directors specified pursuant to the immediately preceding sentence, indicating each such Director’s vote or abstention on the action, and delivered to the corporation, and shall be included in the minutes or filed with the corporate records reflecting the action taken.

Section 3.13.

Compensation. The non-employee directors shall be paid for their services on the Board of Directors and on any committee thereof such compensation (which may include cash and/or shares of stock of the Corporation) and benefits together with reasonable expenses, if any, at such times as may, from time to time, be determined by resolution adopted by a majority of the entire Board of Directors.

Section 3.14.

Investment Policies and Resolutions. It shall be the duty of the Board of Directors to insure that the purchase, sale, retention and disposal of the Corporation’s assets, the investment policies and the borrowing policies of the Corporation and the limitations thereon or amendment thereof are at all times: consistent with such policies, limitations and restrictions as are described in the Corporation’s ongoing periodic reports filed with the SEC, subject to revision from time to time at the discretion of the Board of Directors; and in compliance with the restrictions applicable to real estate investment trusts pursuant to the Internal Revenue Code of 1986, as amended.

Article IV

COMMITTEES

Section 4.1.

Committees of the Board.

(a)

The Board of Directors may appoint from among its members an executive committee and other committees comprised of one or more directors. The Board of Directors shall appoint a nominating and corporate governance committee, an audit committee and a compensation committee each comprised of at least three (3) Independent Directors. The Board of Directors may delegate to any committee any of the powers of the Board of Directors except (i) authorize distributions (which include dividend declarations), except according to a formula or method prescribed by the Board of Directors, (ii) fill vacancies on the Board of Directors or on any of its committees, (iii) adopt, amend or repeal these Bylaws, (iv) authorize or approve the reacquisition of shares, except according to a formula or method prescribed by the Board of Directors, or (v) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits specifically prescribed by the Board of Directors.

(b)

Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors.

(c)

One-third of the members of any committee shall be present in person at any meeting of such committee in order to constitute a quorum for the transaction of business at such meeting, and the act of a majority present shall be the act of such committee. The Board of Directors may designate a

chairperson of any committee, and such chairperson or any two members of any committee may fix the time and place of its meetings unless the Board shall otherwise provide. In the absence or disqualification of any member of any such committee, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of such absent or disqualified members; provided, however, that in the event of the absence or disqualification of an Independent Director, such appointee shall be an Independent Director.

(d)

Each committee shall keep minutes of its proceedings and shall report the same to the Board of Directors at the meeting next succeeding, and any action by the committees shall be subject to revision and alteration by the Board of Directors, provided that no rights of third persons shall be affected by any such revision or alteration.

(e)

Subject to the provisions hereof the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternative members, to replace any absent or disqualified member, or to dissolve any such committee.

Section 4.2.

Meetings by Electronic Communications Equipment. Members of a committee of the Board of Directors may participate in a meeting through the use of any means of communication by which all members participating may simultaneously hear each other. A member participating in a meeting by these is deemed to be present in person at the meeting.

Section 4.3.

Action by Committees Without a Meeting. Unless otherwise provided by the Charter, these Bylaws or the Act, any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting if all the members of the committee consent to taking such action without a meeting, and the action is approved by the affirmative vote of the number of committee members that would be necessary to authorize or take such action at a meeting. The action must be evidenced by one or more written consents describing the action taken, signed, in one or more counterparts, by that number of committee members specified pursuant to the immediately preceding sentence, indicating each such committee member’s vote or abstention on the action, and delivered to the corporation, and shall be included in the minutes or filed with the corporate records reflecting the action taken.

Article V

OFFICERS

Section 5.1.

General Provisions. The officers of the Corporation may consist of a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive Officer, Chief Operating Officer, a Chief Financial Officer, a President, one or more Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, a Treasurer or Controller, one or more Assistant Treasurers, a Secretary, and one or more Assistant Secretaries and such other officers as may be appointed in accordance with the provisions of this ARTICLE V. The officers of the Corporation shall be appointed annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the appointment of officers shall not be held at such meeting, such appointment shall be made as soon thereafter as may be convenient. Each officer shall hold office until his successor is appointed and qualified or until such officer’s death, resignation or removal in the manner hereinafter provided. Any two or more offices may be held by the same person. In its discretion, the Board of Directors may leave unfilled any office except that of President and Secretary. Election or appointment of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent. “Executive Officers” shall be those officers of the Corporation expressly designated from time to time in a resolution or resolutions of the Board of Directors as being executive officers’ for purposes of these Bylaws or for purposes of any rule or regulation of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Section 5.2.

Subordinate Officers, Committees and Agents. The Board of Directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the Corporation may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws, or as the Board of Directors may from time to time determine. The directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents.

Section 5.3.

Removal and Resignation. The Board of Directors may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Board of Directors, the Chairman of the Board of Directors, the President or the Secretary. Any resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 5.4.

Vacancies. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 5.5.

General Powers. All officers of the Corporation, as between themselves and the Corporation, shall, respectively, have such authority and perform such duties in the management of the property and affairs of the Corporation as may be determined by resolution of the Board of Directors, or in the absence of controlling provisions in a resolution of the Board of Directors, as may be provided in these Bylaws.

Section 5.6.

Chief Executive Officer. The Board of Directors may designate a Chief Executive Officer from among the elected officers. The Chief Executive Officer shall have responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the administration of the business affairs of the Corporation.

Section 5.7.

Chief Operating Officer. The Board of Directors may designate a Chief Operating Officer from among the elected officers. Said officer will have the responsibility and duties set forth by the Board of Directors or the Chief Executive Officer.

Section 5.8.

Chairman and Vice Chairman of the Board. The Chairman of the Board, if there be one, shall preside over the meetings of the Board of Directors and of the shareholders at which he shall be present. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if there be one, shall preside at such meetings at which he shall be present. The Chairman of the Board and the Vice Chairman of the Board shall, respectively, perform such other duties as may be assigned to him or them by the Board of Directors.

Section 5.9.

President. The President shall in general supervise and control all of the business and affairs of the Corporation. Unless the President is not a member of the Board of Directors, in the absence of both the Chairman and Vice Chairman of the Board, he shall preside at all meetings of the Board of Directors and of the shareholders at which he shall be present. In the absence of a designation of a Chief Executive Officer by the Board of Directors, the President shall be the Chief Executive Officer. He may execute any deed, mortgage, bond, contract or other instrument to which the Corporation is a party, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.10.

Vice Presidents. In the absence of the President or in the event of a vacancy in such office, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of the 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; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The Board of Directors may designate one or more Vice Presidents as executive Vice President or as Vice President for particular areas of responsibility.

Section 5.11.

Chief Financial Officer. The Chief Financial Officer shall be 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 state securities commission on behalf of the Corporation and shall 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.

Section 5.12.

Secretary. The Secretary shall (a) keep the minutes of the proceedings of the shareholders, the Board of Directors and committees 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 Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to such person by the President or by the Board of Directors.

Section 5.13.

Treasurer. The Treasurer shall have the custody of the corporate funds and securities 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. The Treasurer 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 Board of Directors, at the regular meetings of the Board of Directors or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond 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 such office and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in such officer’s possession or under the officer’s control belonging to the Corporation.

Section 5.14.

Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or Treasurer, respectively, or by the President or the Board of Directors. The Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

Section 5.15.

Salaries. The salaries of the executive officers shall be fixed from time to time by the Board of Directors, or a committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. The compensation of other officers and employees of the Corporation shall be set by the executive officers of the Corporation pursuant to authority delegated to such executive officers from time to time.

Article VI

CONTRACTS, LOANS, CHECKS and DEPOSITS

Section 6.1.

Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

Section 6.2.

Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by the Board of Directors.

Section 6.3.

Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

Article VII

SHARES OF STOCK

Section 7.1.

Certificates of Stock.

(a)

The shares of the Corporation’s stock may be certificated or un-certificated, as provided under the Act, and shall be entered in the books of the Corporation and registered as they are issued. Any certificates representing shares of stock shall be in such form as the Board of Directors shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by the shareholder. Any certificates issued to any shareholder of the Corporation shall bear the name of the Corporation and state that it is organized under the laws of the State of Tennessee, the name of the shareholder, and the number and class (and the designation of the series, if any) of the shares represented. Where applicable, any certificate issued to any Shareholder of the Corporation shall also summarize the designations, relative rights, preferences, and limitations applicable to each class of stock and the variations in rights, preferences, and limitations determined for each series of stock (and the authority of the Board of Directors to determine variations for future series). Each certificate shall be signed either manually or by facsimile, by (i) the Chairman of the Board, Chief Executive Officer, the President or a Vice President and (ii) by the Secretary or an Assistant Secretary, and shall be sealed with the seal of the Corporation or a facsimile thereof. If the person who signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, then the certificate is nevertheless valid.

(b)

Within a reasonable time after the issuance or transfer of un-certificated stock, the Corporation shall send to the registered owner thereof a written notice that shall set forth the name of the Corporation, that the Corporation is organized under the laws of the State of Tennessee, the name of the shareholder, the number and class (and the designation of the series, if any) of the shares represented, and any restrictions on the transfer or registration of such shares of stock imposed by the Corporation’s Charter, these Bylaws, any agreement among shareholders or any agreement between shareholders and the Corporation. The written notice shall also set forth any the designations, relative rights, preferences, and limitations applicable to each class of stock and the variations in rights, preferences, and limitations determined for each series of stock (and the authority of the Board of Directors to determine variations for future series).

Section 7.2.

Lost Certificate. Any person claiming a share certificate to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and shall, if the Board of Directors so requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Board of Directors, as the Board of Directors

may require, whereupon the Corporation may issue (i) a new certificate or certificates of stock or (ii) un-certificated shares in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed.

Section 7.3.

Transfer of Stock. No transfers of shares of stock of the Corporation shall be made if (i) void ab initio pursuant to any provision of the Corporation’s Charter or (ii) the Board of Directors, pursuant to any provision of the Corporation’s Charter, shall have refused to permit the transfer of such shares. 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, it shall be the duty of the Corporation to issue a new certificate or evidence of the issuance of un-certificated shares to the shareholder entitled thereto, cancel the old certificate and record the transaction upon the Corporation’s books. Upon the surrender of any certificate for transfer of stock, such certificate shall at once be conspicuously marked on its face “Cancelled” and filed with the permanent stock records of the Corporation. Upon the receipt of proper transfer instructions from the registered owner of un-certificated shares, such un-certificated shares shall be cancelled, issuance of new equivalent un-certificated shares or certificated shares shall be made to the shareholder entitled thereto and the transaction shall be recorded upon the books of the Corporation. If the Corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile. The Board of Directors may appoint a transfer agent and one or more co-transfer agents and registrar and one or more co-registrars and may make or authorize such agent to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock.

Section 7.4.

Stock Ledger. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each shareholder and the number of shares of stock of each class held by such shareholder.

Article VIII

DIVIDENDS

Section 8.1.

Declaration. Dividends upon the shares of stock of the Corporation may be declared by the Board of Directors, subject to applicable provisions of law and the Charter. Dividends may be paid in cash, property or shares of the Corporation, subject to applicable provisions of law and the Charter.

Section 8.2.

Contingencies. Before payment of any dividends, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining the property of the Corporation, its subsidiaries or any partnership for which it serves as general partner, or for such other purpose as the Board of Directors shall determine to be in the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Article IX

SEAL

Section 9.1.

Seal. The Corporation may have a corporate seal, which may be altered at will by the Board of Directors. The Board of Directors may authorize one or more duplicate or facsimile seals and provide for the custody thereof.

Section 9.2.

Affixing Seal. Whenever the Corporation is required to place its Corporate seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a Corporate seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

Article X

FISCAL YEAR

Section 10.1.

Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

Article XI

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the Charter, these Bylaws or pursuant to the Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by the Act, the Charter or these Bylaws. The attendance of, or participation by, any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any waiver of notice shall be filed with the minutes of the corporate records.

Article XII

AMENDMENT

Section 12.1.

The Board of Directors is expressly empowered to adopt, amend or repeal these Bylaws. Any adoption, amendment or repeal of these Bylaws by the Board of Directors shall require the approval of a majority of the directors then in office. The shareholders shall also have power to adopt, amend or repeal these Bylaws; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation 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 of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of these Bylaws.

Article XIII

RELIANCE UPON BOOKS, REPORTS AND RECORDS

Each Director of the Corporation and each member of any committee designated by the Board of Directors shall, in the performance of such Director or committee member’s duties, 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, including financial statements and other financial data, presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by legal counsel, public accountants or other persons as to matters which such Director or committee member reasonably believes are within such other person’s professional or expert competence.

Article XIV

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 14.1.

Right to Indemnification. The Corporation shall indemnify 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, 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, from and against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such person in connection with such action, suit or proceeding, to the

fullest extent permitted under the Act, as it exists on the date hereof or as it may hereafter be amended; provided, however, that, except as provided in Section 14.3 below with respect to proceedings to enforce rights to indemnification, the Corporation shall not be required to indemnify any such person seeking indemnification in connection with an action, suit or proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board of Directors.

Section 14.2.

Right to Advancement of Expenses. 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 and upon such terms and conditions, if any, as the Corporation deems appropriate, advance the expenses incurred by such person in defending such action, suit or proceeding prior to its final disposition.

Section 14.3.

Enforcement. Without the necessity of entering into an express contract, all rights under this ARTICLE XIV to indemnification to each person who 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, shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and such other person. Any right to indemnification granted by this ARTICLE XIV to each person who 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, shall 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 therefor. The claimant in such enforcement action, to the extent successful, shall be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, 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 Act for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, a committee of the Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Corporation (including its Board of Directors, a committee of the Board of Directors, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by person to enforce a right to indemnification hereunder, the burden of proving that such person is not entitled to be indemnified under this ARTICLE XIV or otherwise shall be on the Corporation.

Section 14.4.

Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE XIV shall not be exclusive of any other right which a person may have or hereafter acquire under any applicable law (statutory or common), the Charter, these Bylaws, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and the advancement of expenses, to the fullest extent not prohibited by the Act.

Section 14.5.

Survival of Rights. The rights to indemnification and to the advancement of expenses conferred by this ARTICLE XIV shall 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 14.6.

Insurance. 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, 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 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 such person against such liability under this ARTICLE XIV, the Act or otherwise.

Section 14.7.

Amendments. Any amendment, repeal or modification of, or adoption of any provision inconsistent with, this ARTICLE XIV (or any provision hereof), shall not adversely affect any right to indemnification or advancement of expenses granted to any person pursuant hereto with respect to any act or omission of such person occurring prior to the time of such amendment, repeal, modification or adoption (regardless of whether the action suit or proceeding relating to such acts or omissions is commenced before or after the time of such amendment, repeal, modification or adoption.

Section 14.8.

Savings Clause. If this ARTICLE XIV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee and agent to the fullest extent not prohibited by any applicable portion of this ARTICLE XIV that shall not have been invalidated, or by any other applicable law. If this ARTICLE XIV shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the Corporation shall indemnify each director, officer, employee and agent to the fullest extent under any other applicable law.

Section 14.9.

Certain Definitions. For purposes of this ARTICLE XIV:

(a)

References to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees and agents, so that any person who was a director, officer, employee or agent of such constituent corporation, or was serving at the request of such constituent 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 XIV with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(b)

References to “other enterprises” shall include, without limitation, employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include, without limitation, any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this ARTICLE XI.

The foregoing is certified as the Fifth Amended and Restated Bylaws of the Corporation adopted by the Board of Directors effective December 12, 2023.

/s/Leslie Wolfgang

Leslie Wolfgang, Secretary

EXHIBIT 10.1

retirement AND TRANSITION SERVICES AGREEMENT

This Retirement and Transition Services Agreement (this “Agreement”) is entered into as of December 12, 2023 (the “Effective Date”) by and between Albert M. Campbell, III (“Executive”), on the one hand, and MID-AMERICA APARTMENT COMMUNITIES, INC. and MID-AMERICA APARTMENTS, L.P., on behalf of each entity and all of their respective affiliates (individually and collectively, as the context requires, “MAA”), on the other hand.

WHEREAS, Executive is employed by MAA, most recently as Executive Vice-President and Chief Financial Officer;

WHEREAS, in connection with his planned retirement from MAA, Executive will resign, effective at 11:59 pm (Central Time) on March 31, 2024 (the “Resignation Date”), from his position as Executive Vice President and Chief Financial Officer, and all other positions within MAA, other than as a salaried, full-time employee with the title of Senior Advisor from April 1, 2024 (the “Transition Date”) through December 31, 2024 (the “Retirement Date,” and the period beginning on the Transition Date and ending on the Retirement Date, the “Transition Period”).

NOW, THEREFORE, in consideration of each party’s execution of this Agreement, other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged by each party, and the mutual recitals, declarations and representations of the parties as set forth in this Agreement, the parties to this Agreement hereby stipulate and agree as follows:

Resignation; Transition Services. Executive hereby resigns, effective as of 11:59 pm (Central Time) on the Resignation Date, from his position as Executive Vice-President and Chief Financial Officer and all other positions within MAA, except that Executive shall remain a salaried, full-time employee, with the title of Senior Advisor, during the Transition Period. During the Transition Period, in his capacity as Senior Advisor, Executive shall provide to MAA transition services, which shall include, without limitation, (a) working with the senior executives of MAA and providing assistance to transition Executive’s job functions and responsibilities and, in connection therewith, to execute and deliver any documents, certificates, agreements, or instruments which are necessary to effect such transition, and (b) providing any other assistance as may reasonably be requested by MAA during such period. Notwithstanding anything to the contrary contained herein or in any MAA policy, during the Transition Period, Executive shall (i) be permitted to perform such services remotely and (ii) not be required to travel for or on behalf of MAA.

Compensation. In consideration for the full and complete release set forth in paragraph 11 of this Agreement, the Release (defined below), and the other undertakings of Executive as set forth herein, MAA and Executive each agree to the following compensation terms:

(a)

Base Salary. From the Effective Date through December 31, 2023, MAA will continue to pay Executive’s base salary at the annual rate in effect as of the Effective Date. From January 1, 2024 through the Resignation Date, MAA will to pay Executive’s base salary at the annual rate of $586,472, which is the 2024 annual base salary as established by the Compensation Committee of the Board of Directors of MAA (the “2024 Base Salary”). During the Transition Period, MAA will pay Executive’s base salary at the annual rate of $293,236, which is equal to 50% of the 2024 Base Salary.

(b)

Annual Cash Bonus. To the extent earned, MAA will pay Executive’s award under the 2023 Annual Incentive Plan with respect to the 2023 fiscal year in accordance with its practices for other Executive Vice Presidents. Executive acknowledges and agrees that Executive will not be eligible to participate in MAA’s 2024 Annual Incentive Plan or otherwise receive cash bonus compensation with respect to the 2024 fiscal year.

(c)

Deferred Compensation Plan. Executive will be eligible to contribute to the Executive Deferred Compensation Plan through the Resignation Date, subject to the terms of such plan. Executive acknowledges and agrees that Executive will not be eligible to contribute to the Executive Deferred Compensation Plan during the

Transition Period. Executive further acknowledges and agrees that Distributions to Executive pursuant to the Executive Deferred Compensation Plan will occur in accordance with the terms of the Executive Deferred Compensation Plan and Executive’s elections thereunder, but no earlier than six months and one day following the day on which Executive’s employment with MAA is terminated, which is currently anticipated to be the Retirement Date.

(d)

401(k) Plan. Executive will be eligible to participate in MAA’s 401(k) plan through the Retirement Date, subject to the terms of such plan.

(e)

ESOP. Executive’s change in title as of the Transition Date will not impact Executive’s account under MAA’s Employee Stock Ownership Plan. Following the Retirement Date, Executive will be entitled to distribution(s) with respect to his account balance in accordance with and subject to the terms of the Employee Stock Ownership Plan.

(f)

Supplemental Individual Disability Insurance. Executive acknowledges and agrees that to the extent Executive wishes to retain benefits under MAA’s Supplemental Individual Disability Insurance policies following the Resignation Date, Executive will be solely responsible for making timely premium payments for such policies after the Resignation Date.

(g)

Health and Welfare Benefit Plans/Voluntary Benefit Plans/COBRA. Executive will be eligible to participate in MAA’s health and welfare benefit plans and voluntary benefit plans through the Retirement Date so long as Executive continues to work, on average, at least 30 hours per week and subject to the terms of such plan. Following the Retirement Date, Executive may elect to continue medical, dental, and vision coverage for up to 18 months under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) by completing the instructions in the COBRA election notice. If Executive decides to elect continuation of coverage under COBRA, (i) Executive will be solely responsible for making timely premium payments for such COBRA coverage, and (ii) Executive will pay the applicable full COBRA premium and the 2% administrative fee to the COBRA Administrator, WEX Health, to continue coverage.

(h)

Employee Assistance Program. Executive will continue to have access to MAA’s Employee Assistance Program at MAA’s expense through June 30, 2026 for EAP support as needed. The EAP can be reached at (888) 371-1125.

(i)

Other MAA Benefit Programs. Executive will continue to be eligible for all other MAA benefit programs through the Retirement Date so long as Executive continues to work, on average at least 20 hours per week and subject to the terms of such programs.

(j)

Career Transition Services. Executive is entitled to career transition services through Lee Hecht Harrison for a period commencing upon the Retirement Date and continuing up to six (6) months from the Retirement Date. Career transition services under this subsection will terminate and forever lapse if Executive is employed by MAA or an affiliate of MAA or in the event of Executive’s breach of this Agreement. Executive will not receive the cash equivalent cost of the career transition services should Executive choose not to use it.

Other Executive Entitlements. MAA acknowledges that pursuant to the Stock Plan (defined below) and other employee benefit plans of MAA, Executive is entitled to, and MAA agrees to, the following:

(a)

Executive will accrue vacation during 2024 in accordance with MAA’s vacation policy. MAA will pay Executive a lump sum payment for accrued and unused vacation as of the Retirement Date within thirty (30) days following the Retirement Date.

(b)

Pursuant to MAA’s Second Amended and Restated 2013 Stock Incentive Plan or MAA’s 2023 Omnibus Incentive Plan, as applicable (each, a “Stock Plan”), as of the Retirement Date: (i) the outstanding shares of unvested restricted stock previously issued to Executive shall vest and (ii) Executive’s previously granted Performance Share Awards (as defined in the applicable Stock Plan) shall be calculated at the end of the applicable performance period and a pro-rata portion of the shares subject to such Performance Share Awards (based on the

amount of time Executive was employed by MAA during the applicable performance period) shall be issued to Executive as soon as practicable following the end of the applicable performance period, but in no event any later than the date on which the shares subject to Performance Share Awards for that performance period are issued to any named executive officer of MAA. All performance-based shares issued pursuant to this Paragraph 3(b) shall be immediately vested. Executive acknowledges and agrees that Executive will not be eligible to participate in MAA’s 2024 Long-Term Incentive Plan.

Acknowledgments and Covenants. Executive agrees:

(a)

To return all MAA property, including, but not limited to, computer, laptop, phone, iPad and any other electronic devices, keys, MAA clothing, faxes, files, credit cards, account numbers, handbooks, training materials, policies, electronic data or any other MAA information or asset, no later than close of business on the Retirement Date. Notwithstanding the foregoing, MAA will work with Executive to transfer the number associated with his MAA-issued mobile phone to Executive on the Retirement Date (and MAA shall retain Executive’s MAA-issued mobile phone).

(b)

To be cooperative and make himself available on behalf of MAA to consult and provide deposition and/or trial testimony related to investigations and litigations filed against MAA for which Executive may have knowledge; provided, if such assistances is requested after the Retirement Date, MAA shall pay Executive at the rate of Two Hundred Dollars ($200.00) per hour worked and reimburse Executive for all reasonable and documented expenses incurred. Executive will submit an invoice to MAA no later than the tenth (10th) day of each month that sets forth, in reasonable detail, a description of the services performed by Executive during the previous month and the amount of time Executive spent providing such services.

(c)

That Executive’s termination of employment as contemplated by this Agreement is neither a “Termination Without Cause” nor Executive’s resignation for “Good Reason” under Executive’s Change in Control and Termination Agreement, and accordingly, Executive’s Change in Control and Termination Agreement shall be null and void as of the Retirement Date. Except as otherwise expressly provided in the immediately preceding sentence, Executive hereby relinquishes and waives any rights to other forms of payment or benefits under any other agreement between Executive and MAA (or any affiliate thereof), whether written, oral, express or implied.

(d)

To execute all documents necessary to evidence the termination of his roles and responsibilities with MAA or any affiliate thereof.

(e)

Within ten (10) days of the Retirement Date, to submit a final documented expense reimbursement statement reflecting all reasonable business expenses Executive incurred through the Retirement Date, if any, for which Executive seeks reimbursement. MAA shall reimburse Executive for such reasonable expenses in a lump sum in accordance with MAA’s normal expense reimbursement cycle.

(f)

That (i) Executive has not filed or otherwise initiated any complaint, cause of action or claim against MAA (or any of its affiliates) based on events occurring prior to and including the date he executes this Agreement, and (ii) as of the date he executes this Agreement, Executive is unaware of any outstanding complaints, causes of action or claims against MAA that involve or relate in any way to Executive.

(g)

That, notwithstanding any provision of this Agreement to the contrary, MAA and its affiliates shall be entitled to withhold from any amount payable pursuant to paragraph 2 or 3 such amounts that are required to be withheld by MAA and its affiliates in connection with any payments or benefits made or provided to Executive pursuant to paragraph 2 or 3 (including the vesting of any equity or other benefits).

(h)

To indemnify and hold harmless MAA and its affiliates for any taxes required to be withheld in connection with any payments or benefits made or provided to Executive pursuant to paragraph 2 or 3 (including the vesting of any equity or other benefits).

(i)

That MAA is under no duty or obligation to make this Agreement, and that this Agreement is made in return for Executive’s agreement to be obligated by all the promises contained herein.

At-Will Employment. Executive understands and agrees that he shall remain subject to MAA’s policies and shall remain employed on an at-will basis, and Executive hereby accepts such employment and agrees to perform services for MAA upon the terms and conditions set forth in this Agreement. Executive understands and agrees that as an at-will employee MAA has the right to terminate Executive’s employment and other benefits conferred by this Agreement for any reason or no reason.

Breach of this Agreement. In the event that Executive commits a material breach of this Agreement, Executive hereby consents to the entry of injunctive relief against Executive, without the posting of a bond, in addition to the right of MAA to pursue any and all of its remedies under the law, including without limitation money damages, attorney fees and costs.

Confidential Information. Executive acknowledges that he has been given access to confidential information of MAA which he would not otherwise be able to acquire. Executive acknowledges that he will have access to valuable confidential business and professional information and trade secrets of MAA and that MAA has a legitimate business interest in its relationships with prospective or existing vendors, residents and prospective residents, as well as vendor, resident and prospective resident goodwill associated with MAA’s trade name, trademark, service mark, geographic location, and marketing and trade area. Executive understands that MAA has developed, and is continuing to develop, valuable business information that MAA has a right to protect to safeguard its legitimate business interests. Executive agrees that the information MAA regards as confidential and proprietary and/or trade secrets include, but is not limited to: employee lists, staffing models, compensation data, business plans or forecasts, systems, programs or software, policies and procedures, pricing data, costs or sources of supply, financial data, and advertising, marketing or merchandising systems or plans. Executive hereby agrees that:

(a)

Through the Retirement Date, Executive will faithfully devote his best efforts and time during usual business hours to advance the interests of MAA and shall not, directly or indirectly, on his own account, or as agent, associate, partner, major stockholder or otherwise, engage in any business competing with or similar to that of MAA, or solicit any such business except for, on behalf of, or at the direction of MAA.

(b)

Executive shall treat as confidential any information obtained by Executive relating to MAA employee lists, residents and potential residents, staffing models, compensation data, business plans or forecasts, projections, systems, programs or software, policies and procedures, pricing data, costs or sources of supply, financial data, and advertising, marketing or merchandising systems or plans; and shall not during his employment or at any time thereafter disclose such information in whole or in part to any person or organization for any reason or purpose whatsoever, or use such information in any way or in any capacity other than as an MAA employee in furtherance of MAA’s interests.

(c)

Executive understands that information may be disclosed to the extent required by applicable laws or governmental regulations or judicial regulatory process provided that Executive provides MAA prompt notice of any and all such requests for disclosure so that MAA has ample opportunity to take all the necessary or desired actions, to avoid disclosure.

(d)

Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

Violations of This Agreement. Executive acknowledges that a violation of paragraph 7 would result in irreparable harm to MAA, and that MAA has the right to enforce its interests in a court of law for injunctive relief and damages. If MAA brings an action to enforce Section 7 of this Agreement and Executive is found to have violated paragraph 7 of this Agreement, Executive agrees that attorney fees and costs incurred by MAA for enforcing paragraph 7 of this Agreement can be assessed against him.

Re-Employment. Executive acknowledges that he does not have any re-employment rights with MAA and that MAA has no obligation to re-employ him in the future.

10.

Non-Solicitation. Executive agrees not to solicit or recruit, whether directly or indirectly through one or more intermediaries, employees of MAA for twelve (12) months following the Retirement Date. During such period, Executive agrees not to engage, whether directly or indirectly through one or more intermediaries, in any activity that encourages or seeks to cause employees to leave their employment with MAA for Executive’s own benefit or the benefit of another person or organization.

11.

General Release. With the exception of claims that cannot be released as a matter of law, Executive hereby releases MAA (including its parents, subsidiaries, affiliates, and merged and/or affiliated corporations or entities) and its directors, officers, agents and employees, of all causes of action, claims, debts, contracts and agreements which Executive or his heirs may have for any cause known or unknown, including any and all claims relating to his employment and termination of employment; including but not limited to those under federal, state and local laws prohibiting employment discrimination, including but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act; the Equal Pay Act, the Americans With Disabilities Act, the Americans With Disabilities Amendment Act, the Family and Medical Leave Act, the Pregnancy Discrimination Act, Section 1981 of the Civil Rights Act of 1866, Employee Retirement Income Security Act of 1974, any similar state statutes (including the Tennessee Human Rights Act, Tennessee Public Protection Act, Tennessee Disability Act), and any tort (including, but not limited to, wrongful discharge) or contract claims. This Agreement does not waive or release any claims that may arise after the date of the signing of this Agreement, nor does it waive any vested rights which accrued on the Executive’s behalf as a result of his participation in any benefit plan or plans of MAA, under the terms and conditions set forth in such plan or plans as of the date of Executive’s termination. Executive acknowledges he has been paid all compensation due and owing to him and has no claims for compensation under the Fair Labor Standards Act. Executive further acknowledges that he has received all time entitled under the Family and Medical Leave Act and that he has no workers’ compensation claims that have not been reported to MAA. Additionally, Executive hereby agrees to execute and deliver a release, in the form attached hereto as Exhibit A (the “Release”), to MAA on the Retirement Date. Executive acknowledges that he is being provided with at least twenty-one (21) days to consider executing the Release.

12.

Indemnification. In accordance with, and subject to the terms and conditions of, MAA’s corporate governance documents, policies and applicable law, MAA shall indemnify, defend, and hold harmless the Executive from and against any claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including, without limitation, reasonable fees and disbursements of counsel and other professionals) brought against and/or suffered by the Executive as a result of any proceeding commenced against the Executive arising out of or in connection with any act or failure to act by the Executive within the scope of authority on or before the Retirement Date.

13.

Non-Disparagement. Following the Retirement Date, the parties agree not to make, whether publicly or to any third party and whether orally, in writing, or electronically via e-mail or otherwise, any false, negative, critical, or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of employees; provided, however, that the non-disparagement obligations imposed on MAA in this paragraph shall apply only to a person who is an executive officer of MAA at the time the statement about the Executive is made.

14.

Arbitration. Any and all claims or controversies arising out of or relating to this Agreement, or otherwise arising between the parties shall, in lieu of a jury or other civil trial, be settled by final and binding arbitration in accordance with then-current rules of the American Arbitration Association (“AAA”) applicable to employment disputes. This agreement to arbitrate includes all claims whether arising in tort or contract and whether arising under statute or common law including, but not limited to, any claim of breach of contract, discrimination or harassment of any kind. The obligation to arbitrate such claims shall survive termination of this Agreement, and the arbitrator shall have jurisdiction to determine the arbitrability of any claim. The arbitrator shall have the authority to award any and all damages otherwise recoverable in a court of law. The arbitrator shall not have the authority to add to, subtract from or modify any of the terms of this Agreement. Judgment on any award rendered by the arbitrator may be entered and enforced by any court having jurisdiction thereof. Executive shall pay the then-current AAA filing fee towards the costs of the arbitration (i.e., filing fees, administration fees, and arbitrator fees), and each party shall be responsible for paying its own other costs for the arbitration, including, but not limited to, attorneys’ fees, witness fees, transcript fees, or other litigation expenses that Executive would otherwise be required to bear in a court action, provided, however, that Executive shall not be required to pay any type or amount of expense if such requirement would invalidate this agreement or would otherwise be contrary to the law as it exists at the time of the arbitration.

15.

No Admission. Neither this Agreement nor anything contained herein shall be admissible in any proceeding as evidence of or an admission by MAA or its affiliates of any violation of any law or regulation or of any liability whatsoever to Executive. Notwithstanding the foregoing, this Agreement may be introduced into a proceeding solely for the purpose of enforcing this Agreement.

16.

Tax Acknowledgements. Executive acknowledges that (A) neither MAA nor any of its affiliates nor of their representatives or advisors are providing tax, accounting, or legal advice to Executive, and neither MAA nor any of its affiliates nor any of their representatives or advisors are making any representations regarding any tax obligations or tax consequences on Executive’s part relating to or arising from this Agreement, (B) Executive will assume and pay the employee share of all federal, state, and/or local income, employment, payroll and other taxes and any other liens, obligations, claims, or consequences to him that may arise from this Agreement, and he will not seek any indemnification from MAA or any of its affiliates with respect thereto, and (C) Executive has been advised that MAA will comply with its obligations to make reports of such taxable income to the appropriate taxing or governmental authorities.

17.

Tax Treatment. MAA intends that all payments provided under this Agreement be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) and any guidance promulgated under Section 409A of the Code (collectively, Section 409A) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in this Agreement will be interpreted in accordance with this intent.

(a) No payment or benefits to be paid to the Executive, if any, under this Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a separation from service within the meaning of Section 409A.

(b) If, at the time of the Executive’s termination of employment, the Executive is a specified employee within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is six (6) months and one (1) day following the Executive’s termination of employment.

(c) MAA reserves the right to amend this Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax.

(d) Each payment, installment, and benefit payable under this Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will MAA reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.

Any reimbursements or in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (C) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (D) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

18.

Permissible Disclosures. Notwithstanding anything to the contrary contained herein, Executive further understands that nothing in this Agreement is intended to or will be used in any way to limit Executive’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law. Executive agrees to waive the right to receive future monetary recovery directly from MAA, including MAA payments that result

from any complaints or charges that Executive files with any government agency or that are filed on behalf of Executive. This Agreement does not limit Executive’s right to receive an award for information provided to any government agencies. Notwithstanding the foregoing provisions in this paragraph 18, under no circumstance will Executive be authorized to disclose any information covered by MAA’s attorney-client privilege or MAA’s attorney work product (i) without prior written consent of MAA’s General Counsel or other officer designated by MAA, or (ii) unless such disclosure of that information would otherwise be permitted pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise under applicable law or court order.

19.

Review Period. Executive acknowledges that he has up to twenty-one (21) full days to consider whether to sign this Agreement; provided that Executive may voluntarily choose to sign this Agreement before the end of the twenty-one (21)-day review period. If this Agreement is not signed within the aforementioned twenty-one (21) day period, the offer contained herein shall lapse and be of no further force and effect.

20.

Revocation Period. Once the signed Agreement is returned to MAA, Executive has seven (7) days to revoke the release of claims under the ADEA set forth in paragraph 11 of this Agreement. Once the Release is returned to MAA, Executive has seven (7) days to revoke the release of claims under the ADEA set forth in the Release. If Executive wants to revoke the signed release of claims under the ADEA, please deliver such notice in writing to MAA (to attention of Rob DelPriore, EVP, Chief Administrative Officer and General Counsel) on or before the seventh day after signing the Agreement or the Release, as applicable. Notwithstanding any provision herein to the contrary, this Agreement will not become effective until the seven-day revocation period with respect to the release of claims under the ADEA set forth in paragraph 11 of this Agreement has expired without revocation.

21.

Executive Certification. Executive certifies that he has thoroughly read this Agreement, understands all of its terms, has been advised to consult an attorney prior to signing this Agreement, and is signing this Agreement knowingly and voluntarily, of his own free will, and with full knowledge of what it means.

22.

Successors and Assigns. This Agreement is binding upon the parties’ successors, heirs, assigns, servants, agents and representatives. The parties have attempted to create an Agreement that is lawful and enforceable in all respects. In the event that any provision of this Agreement is found or deemed to be illegal or otherwise invalid or unenforceable, whether in whole or in part, such invalidity shall not affect the enforceability of the remaining terms hereof.

23.

Governing Law. This Agreement shall be governed by the laws of the State of Tennessee. Executive expressly submits to the jurisdiction of the courts of the State of Tennessee and agrees that the venue of any action or proceeding arising out of or relating to this Agreement shall be exclusively in a state or federal court in Memphis, Tennessee, subject to the arbitration provision set forth in paragraph 14.

24.

Entire Agreement. This Agreement contains the ENTIRE AGREEMENT between the parties hereto, and the terms of this Agreement are contractual and not a mere recital. Should any portion of this Agreement be held void, the remainder shall continue in full force and effect.

THIS AGREEMENT IS EXECUTED BY EXECUTIVE WITHOUT RELIANCE ON ANY REPRESENTATIONS BY MAA, OR ANY OF ITS REPRESENTATIVES, AND EXECUTIVE FURTHER STATES THAT HE HAS CAREFULLY READ THE FOREGOING RELEASE, HAS BEEN ADVISED OF ITS MEANING AND CONSEQUENCES, HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT, IS AWARE THAT BY SIGNING THIS AGREEMENT HE IS GIVING UP AND WAIVING LEGAL RIGHTS, KNOWS AND UNDERSTANDS THE CONTENTS THEREOF AND SIGNS THE SAME AS HIS OWN FREE ACT.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates written below:

/s/Albert M. Campbell, III

Albert M. Campbell, III

Date: December 12, 2023

Mid-America Apartment Communities, Inc., on behalf of itself and all its affiliates

By:/s/ H. Eric Bolton, Jr.

H. Eric Bolton, Jr.

Chief Executive Officer

Date: December 12, 2023

Mid-America Apartments, L.P., on behalf of itself and its affiliates

By: Mid-America Apartment Communities, Inc.

Its: General Partner

By:/s/ H. Eric Bolton, Jr.

H. Eric Bolton, Jr.

Chief Executive Officer

Date: December 12, 2023

EXHIBIT A

This Release (this “Release”) is entered into as of December 31, 2024, by Albert M. Campbell, III (“Executive”).

WHEREAS, pursuant that certain Retirement and Transition Services Agreement dated December 12, 2023 (the “Agreement”) by and between Executive, on the one hand, and Mid-America Apartment Communities, Inc. and Mid-America Apartments, L.P., on behalf of each entity and all of their respective affiliates (individually and collectively, as the context requires, “MAA”), on the other hand, Executive is required to execute and deliver this Release.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, Executive agrees as follows:

With the exception of claims that cannot be released as a matter of law, Executive hereby releases MAA (including its parents, subsidiaries, affiliates, and merged and/or affiliated corporations or entities) and its directors, officers, agents and employees, of all causes of action, claims, debts, contracts and agreements which Executive or his heirs may have for any cause known or unknown, including any and all claims relating to Executive’s employment and termination of employment; including but not limited to those under federal, state and local laws prohibiting employment discrimination, including but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act; the Equal Pay Act, the Americans With Disabilities Act, the Americans With Disabilities Amendment Act, the Family and Medical Leave Act, the Pregnancy Discrimination Act, Section 1981 of the Civil Rights Act of 1866, Employee Retirement Income Security Act of 1974, any similar state statutes (including the Tennessee Human Rights Act, Tennessee Public Protection Act, Tennessee Disability Act), and any tort (including, but not limited to, wrongful discharge) or contract claims. This Release does not waive or release any claims that may arise after the date of the signing of this Release, nor does it waive any vested rights which accrued on the Executive’s behalf as a result of his participation in any benefit plan or plans of MAA, under the terms and conditions set forth in such plan or plans as of the date of Executive’s termination. Executive acknowledges he has been paid all compensation due and owing to him and has no claims for compensation under the Fair Labor Standards Act. Executive further acknowledges that he has received all time entitled under the Family and Medical Leave Act and that he has no workers’ compensation claims that have not been reported to MAA.

IN WITNESS WHEREOF, Executive has executed this Release as of the date first written above.

Albert M. Campbell, III

Exhibit 99.1

PRESS RELEASE

MAA Appoints Brad Hill to President and Chief Investment Officer

GERMANTOWN, Tenn., December 13, 2023 /PRNewswire/ -- Mid-America Apartment Communities, Inc., ("MAA") (NYSE: MAA) a leading multifamily real estate investment trust, announced today that A. Bradley Hill, 47, has been promoted to the role of President and Chief Investment Officer. In this expanded role, Mr. Hill will continue his oversight of the company’s development, acquisition, and disposition activities, while also assuming responsibility for asset management, property management and information technology operations.

Mr. Hill joined MAA in 2010 and has over 20 years of real estate experience in the areas of transactions, development, and operations. Mr. Hill has most recently served as Executive Vice President and Chief Investment Officer with oversight of the company’s transactions and development operations. Mr. Hill holds a BS in Management from Tulane University and an MBA with a concentration in Finance from SMU’s Cox School of Business. He is a CFA® charterholder, a member of the Urban Land Institute (Multifamily Blue Council) and a member of the National Multifamily Housing Council (NMHC).

Commenting on the appointment, Eric Bolton, Chairman and CEO, said “Brad has been a strong leader and performer throughout his 13-year career with MAA. Under Brad’s leadership, MAA has successfully built a strong platform for securing external growth and delivered performance and operating results that have routinely exceeded our expectations. Brad’s leadership strength, along with extensive experience in finance, real estate, and operations will serve him well in this expanded role.

MAA has a long-established program and practice of leadership development and succession planning. The average tenure at MAA among our senior leadership team is 16 years, providing significant leadership bench-strength for continued strong execution and growth in the future.”

Mr. Hill commented, “I’m excited to broaden my collaboration with our leadership team and associates across MAA to continue building platform strength and to deliver value for the constituents that we serve. MAA’s strong culture, portfolio strategy, balance sheet, and execution capabilities have generated industry leading performance for shareholders. I’m appreciative to the Board of Directors for this opportunity and look forward to supporting my fellow associates as we continue to build on our strong record.”

About MAA

MAA, an S&P 500 company, is a self-administered real estate investment trust (REIT) focused on delivering strong, full-cycle investment performance for shareholders through the ownership, management, acquisition, development and redevelopment of apartment communities primarily in the Southeast, Southwest and Mid-Atlantic regions of the United States. For further details, please refer to www.maac.com or contact Investor Relations at investor.relations@maac.com.

Document And Entity Information	Dec. 12, 2023
Document And Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2023
Current Fiscal Year End Date	--12-31
Entity Registrant Name	MID-AMERICA APARTMENT COMMUNITIES, INC.
Entity Central Index Key	0000912595
Entity Emerging Growth Company	false
Entity File Number	001-12762
Entity Incorporation, State or Country Code	TN
Entity Tax Identification Number	62-1543819
Entity Address, Address Line One	6815 Poplar Avenue
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Germantown
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38138
City Area Code	901
Local Phone Number	682-6600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol(s)	MAA
Security Exchange Name	NYSE
Cumulative Preferred Stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	8.50% Series I Cumulative Redeemable Preferred Stock, $.01 par value per share
Trading Symbol(s)	MAAI
Security Exchange Name	NYSE
Limited Partner [Member]
Document And Entity Information [Line Items]
Entity Registrant Name	MID-AMERICA APARTMENTS, L.P.
Entity File Number	333-190028-01
Entity Incorporation, State or Country Code	TN
Entity Tax Identification Number	62-1543816

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