Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - GLADSTONE COMMERCIAL CORP | d296155dex991.htm |
| EX-10.1 - EX-10.1 - GLADSTONE COMMERCIAL CORP | d296155dex101.htm |
| EX-5.1 - EX-5.1 - GLADSTONE COMMERCIAL CORP | d296155dex51.htm |
| EX-1.1 - EX-1.1 - GLADSTONE COMMERCIAL CORP | d296155dex11.htm |
| 8-K - 8-K - GLADSTONE COMMERCIAL CORP | d296155d8k.htm |
Exhibit 3.1
SECOND AMENDMENT TO BYLAWS
OF
GLADSTONE COMMERCIAL CORPORATION
The following Amendment is hereby made to the Bylaws (the “Bylaws”) of Gladstone Commercial Corporation, a Maryland corporation (the “Corporation”), as of November 30, 2016:
Article II, Section 9(a) is hereby deleted in its entirety and replaced with the following:
Section 9. Voting.
(a) A majority of the votes cast at a meeting of stockholders, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of the votes cast is required by law, these Bylaws or by the Articles of Incorporation. Notwithstanding the foregoing, a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director, except as provided in Article III, Section 15.
Article II, Section 9(b) is hereby deleted in its entirety and replaced with the following:
Section 9. Voting.
(b) If two or more classes of stock are entitled to vote separately on any matter for which the law requires approval by two-thirds of all the votes entitled to be cast, the matter shall be approved by two-thirds of all the votes of each class, unless these Bylaws or the Articles of Incorporation provide otherwise.
Article III, Section 13(a) is hereby deleted in its entirety and replaced with the following:
Section 13. Number and Term.
(a) The number of directors of the Corporation shall be fixed exclusively by resolutions adopted by the Board of Directors. The composition of the board of directors must satisfy the independence standards of the NASDAQ Stock Market (or such other securities market on which the Corporation’s securities are listed for trading) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). A majority of the entire Board of Directors may, at any time and from time to time, increase or decrease the number of directors of the Corporation as set forth in the Articles of Incorporation or these Bylaws; provided, however, that the number of directors shall not be increased by fifty percent (50%) or more in any twelve (12) month period without the approval of two-thirds (2/3rds) of the members of the Board of Directors then in office. The tenure of office of a director shall not be affected by any decrease in the number of directors so made by the Board of Directors.
**************