AMENDED AND RESTATED BYLAWS
Published on March 31, 1999
EXHIBIT 3(ii).2
AMENDMENT TO BYLAWS
On February 10, 1999, at a duly called and held meeting of the Board of
Directors of AvalonBay Communities, Inc. (the "Company ') the Board adopted the
following amendment to the Company's Bylaws:
To delete from ARTICLE I, Section 1.02, the first sentence in its
entirety and to insert the following in lieu thereof:
"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
second Wednesday of May of each year, or on such other date which is not
more than fifteen days prior to or after such second Wednesday of May,
and at such time as shall be fixed by the Board of Directors."