AMENDMENT TO BYLAWS OF THE COMPANY
Published on August 16, 1999
EXHIBIT 3(ii).3
AVALONBAY COMMUNITIES, INC.
SECRETARY'S CERTIFICATE
AMENDMENT TO BYLAWS
On May 5, 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 modify the first sentence of Section 4.01 as indicated below
(additions are CAPITALIZED, deletions are [bracketed]):
"The Corporation shall have an Executive Chairman of the
Board, a Chief Executive Officer, a President, A CHIEF
OPERATING OFFICER, A CHIEF FINANCIAL OFFICER, one or more
Vice Presidents (including VICE PRESIDENTS OF VARYING
DEGREES, SUCH AS Executive [Vice Presidents], REGIONAL or
Senior Vice Presidents), a Secretary, a Treasurer (who shall
also be the Chief Financial Officer of the Corporation) and
such Assistant Secretaries and Assistant Treasurers and such
other officers as the Board of Directors, or any committee
or officer appointed by the Board of Directors for such
purpose, may from time to time elect.
IN WITNESS WHEREOF, the undersigned has signed this
certificate as of May 5, 1999.
AVALONBAY COMMUNITIES, INC.
/s/ Edward M. Schulman
Name: Edward M. Schulman
Title: Secretary