**Page**4.04 VACANCIES  9 4.05 CHAIRMAN OF THE BOARD  9 4.06 PRESIDENT  9 4.07 VICE PRESIDENTS  9 4.08 SECRETARY  10 4.09 TREASURER  10 4.10 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS  10 4.11 SUBORDINATE OFFICERS  10 4.12 COMPENSATION  10      ARTICLE V SHARES OF STOCK  11 5.01 NO CERTIFICATES FOR STOCK  11 5.02 ELECTION TO ISSUE CERTIFICATES  11 5.03 STOCK LEDGER  11 5.04 RECORDING TRANSFERS OF STOCK  11 5.05 LOST CERTIFICATE  12 5.06 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORDDATE  12      ARTICLE VI DIVIDENDS AND DISTRIBUTIONS  12 6.01 DECLARATION  12 6.02 CONTINGENCIES  12      ARTICLE VII INDEMNIFICATION  13 7.01 INDEMNIFICATION TO THE EXTENT PERMITTED BY LAW  13 7.02 INSURANCE  13 7.03 NON-EXCLUSIVE RIGHTS TO INDEMNIFY; HEIRS ANDPERSONAL REPRESENTATIVES  13 7.04 NO LIMITATION  13      ARTICLE VIII NOTICES  13 8.01 NOTICES  13 8.02 SECRETARY TO GIVE NOTICE  14 8.03 WAIVER OF NOTICE  14      ARTICLE IX MISCELLANEOUS  14 9.01 BOOKS AND RECORDS  14 9.02 INSPECTION OF BYLAWS AND CORPORATE RECORDS  14 9.03 CONTRACTS  14 9.04 CHECKS, DRAFTS, ETC.  14 9.05 LOANS  15 9.06 FISCAL YEAR  15 9.07 ANNUAL REPORT  15 9.08 INTERIM REPORTS  15 9.09 OTHER REPORTS  15 9.10 BYLAWS SEVERABLE  15 9.11 WAIVER — TITLE 3, SUBTITLE 7 OF THE MARYLANDGENERAL CORPORATION LAW  16      ARTICLE X AMENDMENT OF BYLAWS  16 10.01 BY DIRECTORS  16 10.02 BY STOCKHOLDERS  16 
 

 
**ARTICLE I****MEETINGS OF STOCKHOLDERS**     **1.01****PLACE****.**All meetings of the holders (the “Stockholders”) of the issuedand outstanding common stock and preferred stock of Sovran Self Storage, Inc. (the “Corporation”)shall be held at the principal executive office of the Corporation or such other place within theUnited States as shall be stated in the notice of the meeting.     **1.02****ORGANIZATIONAL MEETING; ANNUAL MEETING****.**An annual meeting of theStockholders for the election of directors of the Corporation (“Directors”) and the transaction ofsuch other business as properly may be brought before the meeting shall be held on the secondWednesday in May of each year or at such other date and time as may be fixed by the Board ofDirectors. If the date fixed for the annual meeting shall be a legal holiday, such meeting shall beheld on the next succeeding business day. If no annual meeting is held on the date designated, aspecial meeting in lieu thereof may be held, and such special meeting shall have, for purposes ofthese Bylaws or otherwise, all the force and effect of an annual meeting. Any and all referenceshereafter in these Bylaws to an annual meeting or to annual meetings shall be deemed to refer alsoto any special meeting(s) in lieu thereof. Failure to hold an annual meeting shall not invalidatethe Corporation’s existence or effect any otherwise valid acts of the Corporation.     **1.03****MATTERS TO BE CONSIDERED AT ANNUAL MEETING****.**     (a) At an annual meeting of Stockholders, only such business shall be conducted,and only such proposals shall be acted upon, as shall have been properly brought before the annualmeeting (i) by, or at the direction of, a majority of the Board of Directors, or (ii) by any holderof record (both as of the time notice of such proposal is given by the Stockholder as set forthbelow and as of the record date for the annual meeting in question) of any shares of theCorporation’s capital stock entitled to vote at such annual meeting who complies with theprocedures set forth in this Section 1.03. For a proposal to be properly brought before an annualmeeting by a Stockholder, other than a stockholder proposal included in the Corporation’s proxystatement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, theStockholder must have given timely notice thereof in writing to the Secretary of the Corporation,and such Stockholder or his representative must be present in person at the annual meeting. For thefirst annual meeting following the initial public offering of common stock of the Corporation, aStockholder’s notice shall be timely if delivered to, or mailed and received at, the principalexecutive office of the Corporation not later than the close of business on the twentieth(20th) calendar day (or if that day is not a business day for the Corporation, on thenext business day) following the date on which notice of the date of the first annual meeting ismailed or otherwise transmitted to Stockholders. For all subsequent annual meetings, aStockholder’s notice shall be timely if delivered to, or mailed and received at, the principalexecutive offices of the Corporation (A) not less than seventy-five (75) days nor more than onehundred eighty (180) days prior to the anniversary date of the immediately preceding annual meetingof Stockholders or special meeting in lieu thereof (the “Anniversary Date”) or (B) in the eventthat the annual meeting of Stockholders is called for a date more than seven (7) calendar daysprior to the Anniversary Date, not later than the close of business on (1) the twentieth(20th) calendar day (or if that day is not a business day for the Corporation, on thenext succeeding business day) following the earlier of (x) the date on which notice of the date ofsuch meeting was mailed to Stockholders, or (y) the date on which the date of such meeting waspublicly disclosed, or (2) if such date of notice or public disclosure occurs more thanseventy-five (75) calendar days prior to the scheduled date of such meeting, then the after of(x) the twentieth (20th) calendar day (or if that day is not a business day for theCorporation, on the next succeeding business day) following the date of the first to occur of suchnotice or public disclosure or (y) the seventy-fifth (75th) calendar day prior to suchscheduled date of such meeting (or if that day is not a business day for the Corporation, on thenext succeeding business day).
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(b) A Stockholder’s notice to the Secretary shall set forth as to each matter the Stockholderproposes to bring before the annual meeting (i) a brief description of the proposal desired to bebrought before the annual meeting and the reasons for conducting such business at the annualmeeting, (ii) the name and address, as they appear on the Corporation’s stock transfer books, ofthe Stockholder proposing such business and of the beneficial owners (if any) of the stockregistered in such Stockholder’s name and the name and address of other Stockholders known by suchStockholder to be supporting such proposal on the date of such Stockholder’s notice, (iii) theclass and number of shares of the Corporation’s capital stock which are beneficially owned by theStockholder and such beneficial owners (if any) on the date of such Stockholder’s notice and by anyother Stockholders known by such Stockholder to be supporting such proposal on the date of suchStockholder’s notice, and (iv) any financial interest of the Stockholder or of any such beneficialowner in such proposal.     (c) If the Board of Directors, or a designated committee thereof, determines thatany Stockholder proposal was not timely made in accordance with the terms of this Section 1.03,such proposal shall not be presented for action at the annual meeting in question. If the Board ofDirectors, or a designated committee thereof, determines that the information provided in aStockholder’s notice does not satisfy the informational requirements of this Section in anymaterial respect, the Secretary of the Corporation shall promptly notify such Stockholder of thedeficiency in the notice. Such Stockholder shall have an opportunity to cure the deficiency byproviding additional information to the Secretary within the period of time, not to exceed five (5)days from the date such deficiency notice is given to the Stockholder, determined by the Board ofDirectors or such committee. If the deficiency is not cured within such period, or if the Board ofDirectors or such committee determines that the additional information provided by the Stockholder,together with the information previously provided, does not satisfy the requirements of thisSection 1.03 in any material respect, then such proposal shall not be presented for action at theannual meeting in question.     (d) Notwithstanding the procedure set forth in the preceding paragraph, ifneither the Board of Directors nor such committee makes a determination as to the validity of anyStockholder proposal as set forth above, the presiding officer of the annual meeting shalldetermine and declare at the annual meeting whether the Stockholder proposal was made in accordancewith the terms of this Section 1.03. If the presiding officer determines that a Stockholderproposal was made in accordance with the terms of this Section 1.03, the presiding officer shall sodeclare at the annual meeting. If the presiding officer determines that a Stockholder proposal wasnot made in accordance with the provisions of this Section 1.03, the presiding officer shall sodeclare at the annual meeting and such proposal shall not be acted upon at the annual meeting.     (e) This provision shall not prevent the consideration and approval ordisapproval at the annual meeting of reports of officers, Directors and committees of the Board ofDirectors, but in connection with such reports, no new business shall be acted upon at such annualmeeting except in accordance with the provisions of this Section 1.03.     **1.04****SPECIAL MEETINGS****.**The Chairman of the Board of Directors (the“Chairman of the Board”), the President or a majority of the Board of Directors may call specialmeetings of the Stockholders. In addition, the Secretary of the Corporation shall call a specialmeeting of the Stockholders on the written request of Stockholders entitled to cast at leasttwenty-five (25) percent of all the votes entitled to be cast at the meeting. Notwithstanding thepreceding sentence, unless requested by Stockholders entitled to cast a majority of all the votesentitled to be cast at the meeting, a special meeting need not be called to consider any matterwhich is substantially the same as a matter voted on at any special meeting of the Stockholdersheld during the preceding twelve (12) months.
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     **1.05****NOTICE****.**Not fewer than ten (10) nor more than ninety (90) days before thedate of every meeting of Stockholders, written or printed notice of such meeting shall be given, inaccordance with Article 8, to each Stockholder entitled to vote or entitled to notice by statute,stating the time and place of the meeting and, in the case of a special meeting or as otherwise maybe required by statute, the purpose or purposes for which the meeting is called.     **1.06****SCOPE OF NOTICE****.**No business shall be transacted at a special meetingof Stockholders except that specifically designated in the notice of the meeting. Any business ofthe Corporation may be transacted at the annual meeting without being specifically designated inthe notice, except such business as is required by statute to be stated in such notice.     **1.07****QUORUM****.**At any meeting of Stockholders, the presence in person or byproxy of Stockholders entitled to cast a majority of the votes shall constitute a quorum; but thisSection 1.07 shall not affect any requirement under any statute or the Articles of Incorporation ofthe Corporation, as amended from time to time (the “Charter”), for the vote necessary for theadoption of any measure. If, however, a quorum is not present at any meeting of Stockholders, theStockholders present in person or by proxy shall have the power to adjourn the meeting from time totime without notice other than announcement at the meeting until a quorum is present and themeeting so adjourned may be reconvened without further notice if such adjourned meeting is held ona date not more than 120 days after the original record date. At any adjourned meeting at which aquorum is present, any business may be transacted that might have been transacted at the meeting asoriginally notified. The Stockholders present at a meeting which has been duly called and convenedand at which a quorum is present at the time counted may continue to transact business untiladjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.     **1.08****VOTING****.**A majority of the votes cast at a meeting of Stockholdersduly called and at which a quorum is present shall be sufficient to take or authorize action uponany matter which may properly come before the meeting, unless more than a majority of the votescast is specifically required by statute, the Charter or these Bylaws. Unless otherwise provided bystatute, the Charter or these Bylaws, each outstanding share (a “Share”) of capital stock of theCorporation (the “Stock”), regardless of class, shall be entitled to one vote upon each mattersubmitted to a vote at a meeting of Stockholders. Shares of its own Stock directly or indirectlyowned by the Corporation shall not be voted in any meeting and shall not be counted in determiningthe total number of outstanding Shares entitled to vote at any given time, but Shares of its ownvoting Stock held by it in a fiduciary capacity may be voted and shall be counted in determiningthe total number of outstanding Shares at any given time. Notwithstanding anything else containedin these Bylaws, the rights of Shares-In-Trust (as defined in the Charter) and the holders ofShares-In-Trust shall be limited to the rights provided in the Charter.     **1.09****PROXIES****.**A Stockholder may vote the Shares owned of record by him orher, either in person or by proxy executed in writing by the Stockholder or by his or her dulyauthorized attorney in fact. Any manner of authorization for a person to act as proxy for aStockholder that is permitted by the Maryland General Corporation Law shall be deemed to be a proxyexecuted in writing for purposes of the immediately preceding sentence. Such proxy shall be filedwith the Secretary of the Corporation before or at the time of the meeting. No proxy shall be validafter eleven (11) months from the date of its execution, unless otherwise provided in the proxy.     **1.10****CONDUCT OF MEETINGS****.**The Chairman of the Board or, in the absence ofthe Chairman, the President or any Vice President, or, in the absence of the Chairman, President orany Vice Presidents, a presiding officer elected at the meeting, shall preside over meetings of theStockholders. Without limiting the generality of the foregoing, the presiding officer of themeeting shall determine the order of business and shall not be bound by Robert’s Rules of Order orother rules of conduct. The Secretary of
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the Corporation, or, in the absence of the Secretary and Assistant Secretaries, the personappointed by the presiding officer of the meeting shall act as secretary of such meeting.     **1.11****TABULATION OF VOTES****.**At any annual or special meeting ofStockholders, the presiding officer shall be authorized to appoint one or more persons as tellersfor such meeting (the “Teller” or “Tellers”). The Teller may, but need not, be an officer oremployee of the Corporation. The Teller shall be responsible for tabulating or causing to betabulated shares voted at the meeting and reviewing or causing to be reviewed all proxies. Intabulating votes, the Teller shall be entitled to rely in whole or in part on tabulations andanalyses made by personnel of the Corporation, its counsel, its transfer agent, its registrar orsuch other organizations that are customarily employed to provide such services. The Teller may beauthorized by the presiding officer to determine on a preliminary basis the legality andsufficiency of all votes cast and proxies delivered under the Corporation’s Charter, Bylaws andapplicable law. The presiding officer may review all preliminary determinations made by the Tellerhereunder, and in doing so, the presiding officer shall be entitled to exercise his or her solejudgment and discretion and he or she shall not be bound by any preliminary determinations made bythe Teller. Each report of the Teller shall be in writing and signed by him or her or by a majorityof them if there is more than one. The report of the majority shall be the report of the Tellers.     **1.12****INFORMAL ACTION BY STOCKHOLDERS****.**An action required or permitted tobe taken at a meeting of Stockholders may be taken without a meeting if a consent in writing,setting forth such action, is signed by all the Stockholders entitled to vote on the subject matterthereof and any other Stockholders entitled to notice of a meeting of Stockholders (but not to votethereat) have waived in writing any rights which they may have to dissent from such action, andsuch consents and waivers are filed with the minutes of proceedings of the Stockholders. Suchconsents and waivers may be signed by different Stockholders on separate counterparts.     **1.13****VOTING BY BALLOT****.**Voting on any question or in any election may bevivavoce unless the presiding officer shall order or any Stockholder shall demandthat voting be by ballot.**ARTICLE II****DIRECTORS**     **2.01****GENERAL POWERS****.**The business and affairs of the Corporation shall bemanaged by its Board of Directors. All powers of the Corporation may be exercised by or under theauthority of the Board of Directors, except as conferred on or reserved to the Stockholders bystatute, the Charter or these Bylaws.     **2.02****OUTSIDE ACTIVITIES****.**The Board of Directors and its members arerequired to spend only such time managing the business and affairs of the Corporation as isnecessary to carry out their duties in accordance with Section 2-405.1 of the Maryland GeneralCorporation Law, as amended from time to time (the “MGCL”). Any interest (including any interest asdefined in Section 2-419(a) of the MGCL) that a Director has in any investment opportunitypresented to the Corporation must be disclosed by such Director to the Board of Directors (and, ifvoting thereon, to the Stockholders or to any committee of the Board of Directors) within ten (10)days after the later of the date upon which such Director becomes aware of such interest or thedate upon which such Director becomes aware that the Corporation is considering such investmentopportunity. If such interest comes to the interested Director’s attention after a vote to takesuch investment opportunity, the voting body shall be notified of such interest and shallreconsider such investment opportunity if not already consummated or implemented.
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     **2.03****NUMBER, TENURE AND QUALIFICATION****.**The number of Directors of the Corporationshall be that number set forth in the Charter or such other number as may be designated from timeto time by resolution of a majority of the entire Board of Directors; provided,however, that the number of Directors shall never be more than thirteen (13) nor less thanthe number required by Section 2-402 of the MGCL, and further provided that the tenure of office ofa Director shall not be affected by any decrease in the number of Directors. Each Director shallserve for the term set forth in the Charter and until his or her successor is elected andqualified.     **2.04****NOMINATION OF DIRECTORS****.**     (a) Nominations of candidates for election as Directors of the Corporation at anyannual meeting of Stockholders may be made (i) by, or at the direction of, a majority of the Boardof Directors or (ii) by any holder of record (both as of the time notice of such nomination isgiven by the Stockholder as set forth below and as of the record date for the annual meeting inquestion) of any shares of the Corporation’s capital stock entitled to vote at such meeting whocomplies with the procedures set forth in this Section 2.04. Any Stockholder who seeks to make sucha nomination, or his representative, must be present in person at the annual meeting. Only personsnominated in accordance with the procedures set forth in this Section 2.04 shall be eligible forelection as Directors at an annual meeting of Stockholders.     (b) Nominations, other than those made by, or at the direction of, the Board ofDirectors, shall be made pursuant to timely notice in writing to the Secretary of the Corporationas set forth in this Section 2.04. For the first annual meeting of the Corporation following theinitial public offering of common stock of the Corporation, notice shall be timely if delivered to,or mailed and received at, the principal executive office of the Corporation not later than theclose of business on the twentieth (20th) calendar day (or if that day is not a businessday for the Corporation, the next business day) following the date on which notice of the firstannual meeting is mailed or otherwise transmitted to Stockholders. For all subsequent annualmeetings of the Corporation, a Stockholder’s notice shall be timely if delivered to, or mailed andreceived at, the principal executive offices of the Corporation (i) not fewer than seventy-five(75) days nor more than one hundred eighty (180) days prior to the Anniversary Date or (ii) in theevent that the annual meeting of Stockholders is called for a date more than seven (7) calendardays prior to the Anniversary Date, not later than the close of business on (A) the twentieth(20th) calendar day (or if that day is not a business day for the Corporation, on thenext succeeding business day) following the earlier of (1) the date on which notice of the date ofsuch meeting was mailed to Stockholders, or (2) the date on which the date of such meeting waspublicly disclosed, or (B) if such date of notice or public disclosure occurs more thanseventy-five (75) calendar days prior to the scheduled date of such meeting, then the later of (1)the twentieth (20th) calendar day (or if that day is not a business day for theCorporation, on the next succeeding business day) following the date of the first to occur of suchnotice or public disclosure or (2) the seventy-fifth (75th) calendar day prior to suchscheduled date of such meeting (or if that day is not a business day for the Corporation, on thenext succeeding business day).     (c) A Stockholder’s notice of nomination shall set forth as to each person theStockholder proposes to nominate for election as a Director (i) the name, age, business address andresidence address of such person, (ii) the principal occupation or employment of such person forthe past five (5) years; (iii) the class and number of shares of the Corporation’s capital stockwhich are beneficially owned by such person on the date of such notice; (iv) such nominee’s writtenconsent to be named in the proxy statement as a nominee and to serve as a Director if elected, and(v) any other information relating to such person that is required to be disclosed in solicitationsof proxies with respect to nominees for election as may be deemed necessary or desirable by theCorporation’s counsel, in the exercise of his or her discretion. Notice by a Stockholder shall, inaddition to the above-referenced information, set forth as to the Stockholder
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giving the notice (A) the name and address, as they appear on the Corporation’s stock transferbooks, of such Stockholder and of the beneficial owners (if any) of the stock registered in suchStockholder’s name; (B) the name and address of other Stockholders known by such Stockholder to besupporting such nominees on the date of such Stockholder’s notice; (C) the class and number ofshares of the Corporation’s capital stock which are beneficially owned by such Stockholder and suchbeneficial owners (if any) on the date of such Stockholder notice; and (D) the class and number ofshares of the Corporation’s capital stock which are beneficially owned by any other Stockholdersknown by such Stockholder to be supporting such nominees on the date of such Stockholder notice. Atthe request of the Board of Directors, any person nominated by or at the direction of the Board ofDirectors for election as a Director at an annual meeting shall furnish to the Secretary of theCorporation that information which would be required to be set forth in a Stockholder’s notice ofnomination of such nominee.     (d) No person shall be elected by the Stockholders as a Director of theCorporation unless nominated in accordance with the procedures set forth in this Section 2.04. Ifthe Board of Directors, or a designated committee thereof, determines that a nomination made by anyStockholder was not timely made in accordance with the terms of this Section, such nomination shallnot be considered at the annual meeting in question. If the Board of Directors, or a designatedcommittee thereof, determines that the information provided in a Stockholder’s notice does notsatisfy the informational requirements of this Section 2.04 in any material respect, the Secretaryof the Corporation shall promptly notify such Stockholder of the deficiency in the notice. SuchStockholder shall have an opportunity to cure the deficiency by providing additional information tothe Secretary within the period of time, not to exceed five (5) days from the date such deficiencynotice is given to such Stockholder, determined by the Board of Directors or such committee. If thedeficiency is not cured within such period, or if the Board of Directors or such committeedetermines that the additional information provided by such Stockholder, together with theinformation previously provided, does not satisfy the requirements of this Section 2.04 in anymaterial respect, such nomination shall not be considered at the annual meeting in question.     (e) Notwithstanding the procedures set forth in the preceding paragraph, ifneither the Board of Directors nor a designated committee thereof makes a determination as to thevalidity of any nominations by any Stockholder as set forth above, the presiding officer of theStockholders’ meeting shall determine and declare at the Stockholders’ meeting whether a nominationwas made in accordance with the terms of this Section 2.04. If the presiding officer determinesthat a nomination was not made in accordance with the terms of this Section 2.04, such nominationshall be disregarded and the Board of Directors shall make all Director nominations on behalf ofthe Corporation.     **2.05****ANNUAL AND REGULAR MEETINGS****.**An annual meeting of the Board ofDirectors may be held immediately after and at the same place as the annual meeting ofStockholders, or at such other time and place, either within or without the State of Maryland, asis selected by resolution of the Board of Directors, and no notice other than this Bylaw or suchresolution shall be necessary. The Board of Directors may provide, by resolution, the time andplace, either within or without the State of Maryland, for the holding of regular meetings of theBoard of Directors without other notice than such resolutions.     **2.06****SPECIAL MEETINGS****.**Special meetings of the Board of Directors may becalled by or at the request of the Chairman of the Board, the President or a majority of theDirectors then in office. The person or persons authorized to call special meetings of the Board ofDirectors may fix any place, either within or without the State of Maryland, as the place forholding any special meeting of the Board of Directors called by them.
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     **2.07****NOTICE****.**Notice of any special meeting to be provided herein shall begiven, in accordance with Article VIII, by written notice delivered personally, telegraphed ortelecopied to each Director at his or her business or residence at least twenty-four (24) hours, orby mail at least five (5) days, prior to the meeting. Neither the business to be transacted at, northe purpose of, any annual, regular or special meeting of the Board of Directors need be specifiedin the notice, unless specifically required by statute, the Charter or these Bylaws.     **2.08****QUORUM****.**A majority of the Board of Directors then in office shallconstitute a quorum for the transaction of business at any meeting of the Board of Directors.     **2.09****VOTING****.**The act of a majority of the Directors present at a meetingat which a quorum is present shall be the act of the Board of Directors, unless the concurrence ofa greater proportion is required for such action by applicable statute, the Charter or theseBylaws; provided, however, that no act relating to any “interested directortransaction” as defined in Section 2-419 of the MGCL shall be the act of the Board of Directorsunless such act has been approved by a majority of the Board of Directors and a majority of the“disinterested” Directors, as defined in Section 2-419 of the MGCL (a “Disinterested Director”).     **2.10****CONDUCT OF MEETINGS****.**All meetings of the Board of Directors shall becalled to order and presided over by the Chairman of the Board, or in the absence of the Chairmanof the Board, by the President (if a member of the Board of Directors) or, in the absence of theChairman of the Board and the President, by a member of the Board of Directors selected by themembers present. The Secretary of the Corporation, or in the absence of the Secretary, anyAssistant Secretary, shall act as secretary at all meetings of the Board of Directors, and in theabsence of the Secretary and Assistant Secretaries, the presiding officer of the meeting shalldesignate any person to act as secretary of the meeting. Members of the Board of Directors mayparticipate in meetings of the Board of Directors by conference telephone or similar communicationsequipment by means of which all Directors participating in the meeting can hear each other at thesame time, and participation in a meeting in accordance herewith shall constitute presence inperson at such meeting for all purposes of these Bylaws.     **2.11****RESIGNATIONS****.**Any Director may resign from the Board of Directors orany committee thereof at any time. Such resignation shall be made in writing and shall take effectat the time specified therein, or if no time be specified, at the time of the receipt of notice ofsuch resignation by the President or the Secretary.     **2.12****REMOVAL OF DIRECTORS****.**The Stockholders may, at any time, remove anyDirector, but only for cause and only at a meeting of the Stockholders called for that purpose, bythe affirmative vote of the holders of not less than two-thirds of the Stock then outstandingentitled to vote in the election of Directors, and may elect a successor to fill any resultingvacancy for the balance of the term of the removed Director; provided, however, that in the case ofany Directors elected solely by holders of a series of preferred stock, such Directors may beremoved, with cause, only by the affirmative vote of two-thirds of the Stock of that series thenoutstanding and entitled to vote in the election of Directors, voting together as a single class.     **2.13****VACANCIES****.**The Stockholders may elect a successor to fill a vacancyon the Board of Directors which results from the removal of a Director. Furthermore, any vacancyoccurring in the Board of Directors for any cause other than by reason of an increase in the numberof directors may be filled by a majority vote of the remaining Directors, although such majority isless than a quorum. Any vacancy occurring in the Board of Directors by reason of an increase in thenumber of directors may be filled by a majority vote of the entire Board of Directors. A Directorelected by the Board of Directors or the Stockholders to fill a vacancy shall hold office until thenext annual meeting of the Stockholders and until his or her successor is elected and qualified.
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     **2.14****INFORMAL ACTION BY DIRECTORS****.**Any action required or permitted to betaken at any meeting of the Board of Directors may be taken without a meeting, if a consent inwriting to such action is signed by all of the Directors and such written consent is filed with theminutes of the Board of Directors. Consents may be signed by different Directors on separatecounterparts.     **2.1****COMPENSATION****.**An annual fee for services and payment for expenses ofattendance at each meeting of the Board of Directors, or of any committee thereof, may be allowedto any Director by resolution of the Board of Directors.**ARTICLE III****COMMITTEES**     **3.01****NUMBER, TENURE AND QUALIFICATION****.**The Board of Directors may appointfrom among its members an executive committee and other committees, composed of two or moreDirectors, to serve at the pleasure of the Board of Directors. If any committee may take orauthorize any act as to any matter in which any Director who is not a Disinterested Director has ormay have any interest, a majority of the members of such committee shall be DisinterestedDirectors, except that any such committee consisting of only two Directors may have onDisinterested Director and one Director who is not a Disinterested Director.     **3.02****DELEGATION OF POWER****.**The Board of Directors may delegate to thesecommittees in the intervals between meetings of the Board of Directors any of the powers of theBoard of Directors to manage the business and affairs of the Corporation, except those powers whichthe Board of Directors is specifically prohibited from delegating pursuant to Section 2-411 of theMGCL.     **3.03****QUORUM AND VOTING****.**A majority of the members of any committee shallconstitute a quorum for the transaction of business by such committee, and the act of a majority ofthe quorum shall constitute the act of the committee, except that no act relating to any matter inwhich any Director who is not a Disinterested Director has any interest shall be the act of anycommittee unless a majority of the Disinterested Directors on the committee vote for such act.     **3.04****CONDUCT OF MEETINGS****.**Each committee shall designate a presidingofficer of such committee, and if not present at a particular meeting, the committee shall select apresiding officer for such meeting. Members of any committee may participate in meetings of suchcommittee by conference telephone or similar communications equipment by means of which allDirectors participating in the meeting can hear each other at the same time, and participation in ameeting in accordance herewith shall constitute presence in person at such meeting for all purposesof these Bylaws. Each committee shall keep minutes of its meetings, and report the results of anyproceedings at the next succeeding annual or regular meeting of the Board of Directors.     **3.05****INFORMAL ACTION BY COMMITTEES****.**Any action required or permitted to betaken at any meeting of a committee of the Board of Directors may be taken without a meeting, if awritten consent to such action is signed by all members of the committee and such written consentis filed with the minutes of proceedings of such committee. Consents may be signed by differentmembers on separate counterparts.
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**ARTICLE IV****OFFICERS**     **4.01****TITLES AND ELECTION****.**The Corporation shall have a Chairman of theBoard, a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officersas the Board of Directors, or any committee or officer appointed by the Board of Directors for suchpurpose, may from time to time elect. The officers of the Corporation shall be elected annually bythe Board of Directors at the first meeting of the Board of Directors held after each annualmeeting of Stockholders. If the election of officers shall not take place at such meeting, suchelection shall be held as soon thereafter as may be convenient. Each officer shall hold officeuntil his successor is duly elected and qualified or until his death, resignation or removal in themanner hereinafter provided. Any two or more offices, except President and Vice President, may beheld by the same person. Election or appointment of an officer or agent shall not of itself createcontract rights between the Corporation and such officer or agent.     **4.02****REMOVAL****.**Any officer or agent elected or appointed by the Board ofDirectors may be removed by the Board of Directors whenever in its judgment the best interests ofthe Corporation would be served thereby, but such removal shall be without prejudice to thecontract rights, if any, of the person so removed. The fact that a person is elected to an office,whether or not for a specified term, shall not by itself constitute any undertaking or evidence ofany employment obligation of the Corporation to that person.     **4.04****VACANCIES****.**A vacancy in any office may be filled by the Board ofDirectors for the unexpired portion of the term.     **4.05****CHAIRMAN OF THE BOARD****.**The Chairman of the Board shall be a Directorand shall preside over the meetings of the Stockholders and the Board of Directors. The Chairman ofthe Board shall perform such other duties as may be assigned to him by the Board of Directors. TheChairman of the Board may sign and execute any deed, mortgage, bond, contract, or other obligationor instrument on behalf of the Corporation, except in cases where the execution thereof shall beexpressly delegated by the Board of Directors or by the Charter, these Bylaws or otherwise toanother officer or agent of the Corporation.     **4.06****PRESIDENT****.**Unless the Board of Directors shall otherwise determine,the President shall be the Chief Executive Officer of the Corporation and shall in generalsupervise and control all of the business and affairs of the Corporation. In the absence of theChairman of the Board, the President shall preside at all meetings of the Stockholders and of theBoard of Directors (if a member of the Board of Directors). The President may execute any deed,mortgage, bond, contract or other obligation or instrument on behalf of the Corporation, except incases where the execution thereof shall be expressly delegated by the Board of Directors or by theCharter, these Bylaws or otherwise to some other officer or agent of the Corporation. In general,the President shall perform all duties incident to the office of President and such other duties asmay be prescribed by the Board of Directors from time to time.     **4.07****VICE PRESIDENTS****.**The Board of Directors may appoint one or more VicePresidents. In the absence of the President or in the event of a vacancy in such office, the VicePresident (or in the event there shall be more than one Vice President, the Vice Presidents in theorder designated at the time of their election, or in the absence of any designation, then in theorder of their election) shall perform the duties of the President and when so acting shall haveall the powers of and be subject to all of the restrictions upon the President. Every VicePresident shall perform such other duties as from time to time may be assigned to him by thePresident or the Board of Directors. The Board of Directors may designate one or more VicePresidents as Senior Vice Presidents or as Vice Presidents for particular areas of responsibility.
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     **4.08****SECRETARY****.**The Secretary shall (i) keep the minutes of theproceedings of the Stockholders and Board of Directors in one or more books provided for thatpurpose; (ii) see that all notices are duly given in accordance with the provisions of these Bylawsor as required by law; (iii) be custodian of the records of the Corporation; (iv) unless a transferagent is appointed, keep a register of the post office address of each Stockholder which shall befurnished to the Secretary by such Stockholder and have general charge of the stock ledger of theCorporation; (v) when authorized by the Board of Directors or the President, attest to or witnessall documents requiring the same; (vi) perform all duties as from time to time may be assigned tohim by the President or by the Board of Directors; and (vii) perform all of the duties generallyincident to the office of secretary of a corporation.     **4.09****TREASURER****.**The Treasurer shall have the custody of the Corporation’sfunds and securities and shall keep full and accurate accounts of receipts and disbursements inbooks belonging to the Corporation and shall deposit all moneys and other valuable effects in thename and to the credit of the Corporation in such depositaries as may be designated by the Board ofDirectors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Boardof Directors, taking proper vouchers for such disbursements, and shall render to the President andthe Board of Directors, at the regular meetings of the Board of Directors or whenever they mayrequire it, an account of all his transactions as Treasurer and of the financial condition of theCorporation. The Board of Directors may engage a custodian to perform some or all of the duties ofthe Treasurer, and if a custodian is so engaged then the Treasurer shall be relieved of theresponsibilities set forth herein to the extent delegated to such custodian and, unless the Boardof Directors otherwise determines, shall have general supervision over the activities of suchcustodian. The custodian shall not be an officer of the Corporation.     **4.10****ASSISTANT SECRETARIES AND ASSISTANT TREASURERS****.**The Board ofDirectors, or any committee or officer appointed by the Board of Directors for such purpose, mayappoint one or more Assistant Secretaries or Assistant Treasurers. The Assistant Secretaries, onlyif they are employees of the Corporation, and Assistant Treasurers (i) shall have the power toperform and shall perform all the duties of the Secretary and the Treasurer, respectively, in suchrespective officer’s absence and (ii) shall perform such duties as shall be assigned to him by theSecretary or Treasurer, respectively, or by the President or the Board of Directors, or any suchdesignated committee or officer. If an Assistant Secretary is not an employee of the Corporation,such Assistant Secretary shall be deemed not to be an officer of the Corporation and, in theSecretary’s absence, shall have the power to (i) keep the minutes of the proceedings of theStockholders and Board of Directors or committees of the Board of Directors in one or more booksprovided for that purpose; and (ii) when authorized by the Board of Directors or the President orany Vice President of the Corporation, attest to or witness all documents requiring the same.     **4.11****SUBORDINATE OFFICERS****.**The Corporation shall have such subordinateofficers as the Board of Directors, or any committee or officer appointed by the Board of Directorsfor such purpose, may from time to time elect. Each such officer shall hold office for such periodand perform such duties as the Board of Directors, the President or any designated committee orofficer may prescribe.     **4.12****COMPENSATION****.**The salaries and other compensation and remuneration,of any kind, if any, of the officers shall be fixed from time to time by the Board of Directors. Noofficer shall be prevented from receiving such compensation, if any, by reason of the fact that heis also a Director of the Corporation. The Board of Directors may authorize any committee orofficer, upon whom the power of appointing assistant and subordinate officers may have beenconferred, to fix the compensation and remuneration of such assistant and subordinate officers.
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**ARTICLE V****SHARES OF STOCK**     **5.01****NO CERTIFICATES FOR STOCK****.**Unless the Board of Directors authorizesthe issuance of certificates pursuant to Section 5.02, none of the Stock shall be represented bycertificates.     **5.02****ELECTION TO ISSUE CERTIFICATES****.**The Board of Directors may authorizethe issuance of certificates representing some or all of the Shares of any or all of the classes orseries of Stock. If the Board of Directors so authorizes certificates, such certificates shall beof such form, not inconsistent with the Charter, as shall be approved by the Board of Directors.All certificates, if issued, shall be signed by the Chairman of the Board, the President, or a VicePresident and countersigned by the Treasurer, an Assistant Treasurer, the Secretary or an AssistantSecretary. Any signature or countersignature may be either a manual or facsimile signature. Allcertificates, if issued, for each class of Stock shall be consecutively numbered. Each certificaterepresenting shares of Stock which are restricted as to their transferability or voting powers,which are preferred or limited as to their allocable portion of the assets upon liquidation orwhich are redeemable at the option of the Corporation, shall have a statement of such restriction,limitation, preference or redemption provision, or a summary thereof, plainly stated on thecertificate. In lieu of such statement or summary, the Corporation may set forth on the face orback of the certificate a statement that the Corporation will furnish to any Stockholder, uponrequest and without charge, a full statement of such information.     **5.03****STOCK LEDGER****.**The Corporation shall maintain at its principalexecutive office, at the office of its counsel, accountants or transfer agent or at such otherplace designated by the Board of Directors an original or duplicate stock ledger containing thenames and addresses of all the Stockholders and the number of shares of each class of Stock held byeach Stockholder. The stock ledger shall be maintained pursuant to a system that the Corporationshall adopt allowing for the issuance, recordation and transfer of its Stock by electronic or othermeans that can be readily converted into written form for visual inspection and not involving anyissuance of certificates. Such system shall include provisions for notice to acquirors of Stock(whether upon issuance or transfer of Stock) in accordance with Sections 2-210 and 2-211 of theMGCL, and Section 8-408 of the Commercial Law Article of the State of Maryland. The Corporationshall be entitled to treat the holder of record of any Share or Shares as the holder in factthereof and, accordingly, shall not be bound to recognize any equitable or other claim to orinterest in such Share on the part of any other person, whether or not it shall have express orother notice thereof, except as otherwise provided by the laws of the State of Maryland. Until atransfer is duly effected on the stock ledger, the Corporation shall not be affected by any noticeof such transfer, either actual or constructive. Nothing herein shall impose upon the Corporation,the Board of Directors or officers or their agents and representatives a duty or limit their rightsto inquire as to the actual ownership of Shares.     **5.04****RECORDING TRANSFERS OF STOCK****.**If transferred in accordance with anyrestrictions on transfer contained in the Charter, these Bylaws or otherwise, Shares shall berecorded as transferred in the Stock Ledger upon provision to the Corporation or the transfer agentof the Corporation of an executed stock power duly guaranteed and any other documents reasonablyrequested by the Corporation, and the surrender of the certificate or certificates, if any,representing such Shares. Upon receipt of such documents, the Corporation shall issue thestatements required by Sections 2-210 and 2-211 of the MGCL and Section 8-408 of the Commercial LawArticle of the State of Maryland, issue as needed a new certificate or certificates (if thetransferred Shares were certificated) to the persons entitled thereto, cancel any old certificatesand record the transaction upon its books.
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     **5.05****LOST CERTIFICATE****.**The Board of Directors may direct a new certificateto be issued in the place of any certificate theretofore issued by the Corporation alleged to havebeen stolen, lost or destroyed upon the making of an affidavit of that fact by the persons claimingthe certificate of Stock to be stolen, lost or destroyed. When authorizing such issue of a newcertificate, the Board of Directors may, in its discretion and as a condition precedent to theissuance thereof, require the owner of such stolen, lost or destroyed certificate or his legalrepresentative to advertise the same in such manner as it shall require and/or to give bond, withsufficient surety, to the Corporation to indemnify it against any loss or claim which may arise byreason of the issuance of a new certificate.     **5.06****CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE****.**          **5.06.1**The Board of Directors may fix, in advance, a date as the recorddate for the purpose of determining Stockholders entitled to notice of, or to vote at, any meetingof Stockholders, or Stockholders entitled to receive payment of any dividend or the allotment ofany rights, or in order to make a determination of Stockholders for any other proper purpose. Suchdate, in any case, shall not be prior to the close of business on the day the record date is fixedand shall be not more than ninety (90) days, and in case of a meeting of Stockholders not less thanten (10) days, prior to the date on which the meeting or particular action requiring suchdetermination of Stockholders is to be held or taken.          **5.06.2**In lieu of fixing a record date, the stock transfer books may beclosed by the Board of Directors in accordance with Section 2-511 of the MGCL for the purpose ofdetermining Stockholders entitled to notice of or to vote at a meeting of Stockholders.          **5.06.3**If no record date is fixed and the stock transfer books are notclosed for the determination of Stockholders, (a) the record date for the determination ofStockholders entitled to notice of, or to vote at, a meeting of Stockholders shall be at the closeof business on the day on which the notice of meeting is mailed or the thirtieth (30th)day before the meeting, whichever is the closer date to the meeting; and (b) the record date forthe determination of Stockholders entitled to receive payment of a dividend or an allotment of anyrights shall be at the close of business on the date on which the resolution of the Board ofDirectors, declaring the dividend or allotment or rights, is adopted.          **5.06.4**When a determination of Stockholders entitled to vote at anymeeting of Stockholders has been made as provided in this section, such determination shall applyto any adjournment thereof, except where the determination has been made through the closing of thestock transfer books and the stated period of closing has expired. But the payment or allotment maynot be made more than sixty (60) days after the date on which the resolution is adopted.**ARTICLE VI****DIVIDENDS AND DISTRIBUTIONS**     **6.01****DECLARATION****.**Dividends and other distributions upon the Stock may bedeclared by the Board of Directors as set forth in the applicable provisions of the Charter and anyapplicable law, at any meeting, limited only to the extent of Section 2-311 of the MGCL. Dividendsand other distributions upon the Stock may be paid in cash, property or Stock of the Corporation,subject to the provisions of law and of the Charter.     **6.02****CONTINGENCIES****.**Before payment of any dividends or other distributionsupon the Stock, there may be set aside (but there is no duty to set aside) out of any funds of theCorporation available for dividends or other distributions such sum or sums as the
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Board of Directors may from time to time, in its absolute discretion, think proper as a reservefund to meet contingencies, for repairing or maintaining any property of the Corporation or forsuch other purpose as the Board of Directors shall determine to be in the best interests of theCorporation, and the Board of Directors may modify or abolish any such reserve in the manner inwhich it was created.**ARTICLE VII****INDEMNIFICATION**     **7.01****INDEMNIFICATION TO THE EXTENT PERMITTED BY LAW****.**Unless the Board ofDirectors otherwise determines prospectively in the case of any one or more specified individuals,the Corporation shall indemnify, to the full extent permitted by the MGCL, any person who is or wasa Director or officer of the Corporation, or is or was serving at the request of the Corporation asa director or officer of another corporation, partnership, joint venture, trust, or otherenterprise (an “Indemnified Person”), including the advancement of expenses under proceduresprovided under such law; provided, however, that no indemnification shall be provided for expensesrelating to any willful or grossly negligent failure to make disclosures required by the next tolast sentence of Sections 2.02 hereof as applied to Directors and officers respectively. Theprovisions of this Section 7.01 shall constitute a contract with each Indemnified Person who servesat any time while these provisions are in effect any may be modified adversely only with theconsent of affected Indemnified Persons and each such Indemnified Person shall be deemed to beserving as such in reliance on these provisions.     **7.02****INSURANCE****.**The Corporation shall have the power to purchase andmaintain insurance on behalf of any Indemnified Person against any liability, whether or not theCorporation would have the power to indemnify him or her against such liability.     **7.03****NON-EXCLUSIVE RIGHTS TO INDEMNIFY; HEIRS AND PERSONALREPRESENTATIVES****.**The rights to indemnification set forth in this Article VII are in addition toall rights which any Indemnified Person may be entitled as a matter of law, and shall inure to thebenefit of the heirs and personal representatives of each Indemnified Person. The Corporation shallindemnify any Indemnified Person’s spouse (whether by statute or at common law and without regardto the location of the governing jurisdiction) and children to the same extent and subject to thesame limitations applicable to any Indemnified Person hereunder for claims arising out of thestatus of such person as a spouse or child of such Indemnified Person, including claims seekingdamages from marital property (including community property) or property held by such IndemnifiedPerson and such spouse or property transferred to such spouse or child.     **7.04****NO LIMITATION****.**In addition to any indemnification permitted by theseBylaws, the Board of Directors shall, in its sole discretion, have the power to grant suchindemnification as it deems in the interest of the Corporation to the full extent permitted by law.This Article shall not limit the Corporation’s power to indemnify against liabilities other thanthose arising from a person’s serving the Corporation as a Director or officer.**ARTICLE VIII****NOTICES**     **8.01****NOTICES****.**Whenever notice is required to be given pursuant to theseBylaws, it shall be construed to mean either written notice personally served against writtenreceipt, or notice in writing transmitted by mail, by depositing the same in a post
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office or letter box, in a post-paid sealed wrapper, addressed, if to the Corporation, Sovran SelfStorage, Inc., 5166 Main Street, Williamsville, New York 14221 (or any subsequent address selectedby the Board of Directors), attention President, or if to a Stockholder, Director or officer, atthe address of such person as it appears on the books of the Corporation or in default of any otheraddress at the general post office situated in the city or county of his or her residence. Unlessotherwise specified, notice sent by mail shall be deemed to be given at the time mailed.     **8.02****SECRETARY TO GIVE NOTICE****.**All notices required by law or these Bylawsto be given by the Corporation shall be given by the Secretary or any other officer of theCorporation designated by the President. If the Secretary and Assistant Secretary are absent orrefuse or neglect to act, the notice may be given by any person directed to do so by the Presidentor, with respect to any meeting called pursuant to these Bylaws upon the request of anyStockholders or Directors, by any person directed to do so by the Stockholders or Directors uponwhose request the meeting is called.     **8.03****WAIVER OF NOTICE****.**Whenever any notice is required to be givenpursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing,signed by the person or persons entitled to such notice, whether before or after the time statedtherein, shall be deemed equivalent to the giving of such notice. Neither the business to betransacted at nor the purpose of any meeting need be set forth in the waiver of notice, unlessspecifically required by statute. The attendance of any person at any meeting shall constitute awaiver of notice of such meeting, except where such person attends a meeting for the expresspurpose of objecting to the transaction of any business on the ground that the meeting is notlawfully called or convened.**ARTICLE IX****MISCELLANEOUS**     **9.01****BOOKS AND RECORDS****.**The Corporation shall keep correct and completebooks and records of its accounts and transactions and minutes of the proceedings of itsStockholders and Board of Directors meetings and of its executive or other committees whenexercising any of the powers or authority of the Board of Directors. The books and records of theCorporation may be in written form or in any other form that can be converted within a reasonabletime into written form for visual inspection. Minutes shall be recorded in written form, but my bemaintained in the form of a reproduction.     **9.02****INSPECTION OF BYLAWS AND CORPORATE RECORDS****.**These Bylaws, theaccounting books and records of the Corporation, the minutes of proceedings of the Stockholders,the Board of Directors and committees thereof, annual statements of affairs and any voting trustagreements on records shall be open to inspection upon written demand delivered to the Corporationby any Stockholder or holder of a voting trust certificate at any reasonable time during usualbusiness hours, for a purpose reasonably related to such holder’s interests as a Stockholder or asthe holder of such voting trust certificate, in each case to the extent permitted by the MGCL.Other documents, such as Stockholder lists, shall be made available for inspection by anyStockholder or holder of a voting trust certificate to the extent required by statute.     **9.03****CONTRACTS****.**The Board of Directors may authorize any officer(s) oragent(s) to enter into any contract or to execute and deliver any instrument in the name of and onbehalf of the Corporation, and such authority may be general or confined to specific instances.     **9.04****CHECKS, DRAFTS, ETC****.**All checks, drafts or other orders for thepayment of money, notes or other evidences of indebtedness issued in the name of the Corporationshall be signed by such officers or agents of the Corporation and in such manner as shall from timeto time be determined by resolution of the Board of Directors.
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     **9.05****LOANS****.**          **9.05.1**Such officers or agents of the Corporation as from time to timehave been designated by the Board of Directors shall have authority (i) to effect loans, advances,or other forms of credit at any time or times for the Corporation, from such banks, trustcompanies, institutions, corporations, firms, or persons, in such amounts and subject to such termsand conditions, as the Board of Directors from time to time has designated; (ii) as security forthe repayment of any loans, advances, or other forms of credit so authorized, to assign, transfer,endorse, and deliver, either originally or in addition or substitution, any or all personalproperty, real property, stocks, bonds, deposits, accounts, documents, bills, accounts receivable,and other commercial paper and evidences of debt or other securities, or any rights or interests atany time held by the Corporation; (iii) in connection with any loans, advances, or other forms ofcredit so authorized, to make, execute, and deliver one or more notes, mortgages, deeds of trust,financing statements, security agreements, acceptances, or written obligations of the Corporation,on such terms and with such provisions as to the security or sale or disposition of them as thoseofficers or agents deem proper; and (iv) to sell to, or discount or rediscount with, the banks,trust companies, institutions, corporations, firms or persons making those loans, advances, orother forms of credit, any and all commercial paper, bills, accounts receivable, acceptances, andother instruments and evidences of debt at any time held by the Corporation, and, to that end, toendorse, transfer, and deliver the same.          **9.05.2.**From time to time the Corporation shall certify to each bank,trust company, institution, corporation, firm or person so designated, the signatures of theofficers or agents so authorized. Each bank, trust company, institution, corporation, firm orperson so designated is authorized to rely upon such certification until it has received writtennotice that the Board of Directors has revoked the authority of those officers or agents.     **9.06****FISCAL YEAR****.**The Board of Directors shall have the power, from timeto time, to fix the fiscal year of the Corporation by a duly adopted resolution, and, in theabsence of such resolution, the fiscal year shall be the period ending December 31.     **9.07****ANNUAL REPORT****.**Not later than one hundred twenty (120) days after theclose of each fiscal year, the Board of Directors of the Corporation shall cause to be sent to theStockholders an Annual Report in such form as may be deemed appropriate by the Board of Directors.The Annual Report shall include audited financial statements and shall be accompanied by the reportthereon of an independent certified public accountant.     **9.08****INTERIM REPORTS****.**The Corporation may send interim reports to theStockholders having such form and content as the Board of Directors deem proper.     **9.09****OTHER REPORTS****.**Any distributions to Stockholders of income or capitalassets shall be accompanied by a written statement disclosing the source of the funds distributedunless at the time of distribution they are accompanied by a written explanation of the relevantcircumstances. The statement as to such source shall be sent to the Stockholders not later thansixty (60) days after the close of the fiscal year in which the distributions were made.     **9.10****BYLAWS SEVERABLE****.**The provisions of these Bylaws are severable, andif any provision shall be held invalid or unenforceable, that invalidity or unenforceability shallattach only to that provision and shall not in any manner affect or render invalid or unenforceableany other provision of these Bylaws, and these Bylaws shall be carried out as if the invalid orunenforceable provision were not contained herein.
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     **9.11****WAIVER — TITLE 3, SUBTITLE 7 OF THE MARYLAND GENERAL CORPORATION LAW****.**For the avoidance of doubt, the acquisition of Convertible Preferred Stock and Warrants pursuant tothe Securities Purchase Agreement dated as of July 3, 2002, by and among the Corporation, SovranAcquisition Limited Partnership, The Prudential Insurance Company of America, Teachers Insuranceand Annuity Association of America, GEBAM, Inc., and the subsequent conversion or exercise of suchsecurities in accordance with their terms and after giving effect to any anti-dilution adjustments,shall not constitute “control share acquisition” for purposes of Title 3, Subtitle 7 of theMaryland General Corporation Law.**ARTICLE X****AMENDMENT OF BYLAWS**     **10.01****BY DIRECTORS****.**The Board of Directors shall have the power, at anyannual or regular meeting, or at any special meeting if notice thereof is included in the notice ofsuch special meeting, to alter or repeal any Bylaws of the Corporation and to make new Bylaws,except that the Board of Directors shall not alter or repeal (i) Section 7.01 without a vote of theStockholders and the consent of any Indemnified Persons whose rights to indemnification, based onconduct prior to such amendment, would be adversely affected by such proposed alteration or repeal;(ii) this Section 10.01; or (iii) Section 10.02.     **10.02****BY STOCKHOLDERS****.**The Stockholders, by affirmative vote of a majorityof the shares of common stock of the Corporation, shall have the power, at any annual meeting(subject to the requirements of Section 1.03), or at any special meeting if notice thereof isincluded in the notice of such special meeting, to alter or repeal any Bylaws of the Corporationand to make new Bylaws except that the Stockholders shall not alter or repeal Section 7.01 withoutthe consent of any Indemnified Persons adversely affected by such proposed alteration or repeal.
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