TEXT OF AMENDMENT TO BYLAWS OF BAY
Published on May 5, 1998
EXHIBIT 3(ii).3
BAY APARTMENT COMMUNITIES, INC.
(the "Corporation")
AMENDMENT TO BYLAWS
On April 13, 1998, the Board of Directors of the Corporation unanimously
resolved to amend the Bylaws of the Corporation by deleting therefrom ARTICLE I,
Section 1.02 in its entirety and inserting the following in lieu thereof:
"1.02 ANNUAL MEETINGS. An annual meeting of the Stockholders for
the election of directors of the Corporation ("Directors") and the
transaction of such other business as may be properly brought before the
meeting shall be held on the first Monday of June of each year, or on such
other date which is not more than fifteen days prior to or after such first
Monday of June, and at such time as shall be fixed by the Board of
Directors. The date and time fixed for such meeting may be subsequently
changed at any time by a majority of the Board of Directors. If no annual
meeting is held on the date designated, a special meeting in lieu thereof
may be held, and such special meeting shall have, for purposes of these
Bylaws or otherwise, all the force and effect of an annual meeting. Any
and all references hereafter in these Bylaws to an annual meeting or to
annual meetings shall be deemed to refer also to any special meeting(s) in
lieu thereof. Failure to hold an annual meeting shall not invalidate the
Corporation's existence or affect any otherwise valid acts of the
Corporation."