These excerpts taken from the DRE 8-K filed Jul 30, 2009.
Board of Directors
Section 7.01. Number, Classes, Term of Office and Qualifications Of Directors. There shall be no fewer than five (5) nor more than fifteen (15) Directors. The initial Board of Directors shall consist of fifteen (15) members. The number of Directors may be increased or decreased from time to time by the Directors.
At each annual meeting beginning at the annual meeting of Shareholders in 2004, all Directors shall be elected to hold office for a term of one year. Directors may be re-elected any number of times. Election of each Director at an annual meeting shall be by the affirmative vote of at least a majority of the Shareholders entitled to vote thereon present in person or by proxy at such meeting. Each Director shall hold office until the election and qualification of his successor. Directors may, but need not, own Shares or other securities of the Corporation.
A Director shall be an individual at least twenty-one (21) years of age who is not under legal disability. Prior to the annual meeting of Shareholders in 2005, a majority of the Directors shall at all times be Persons who are Unaffiliated Directors. Commencing with the annual meeting of Shareholders in 2005, at least three-fourths of the Directors shall at all times be Persons who are Unaffiliated Directors. Notwithstanding the preceding two sentences, upon a failure to comply with this requirement because of the resignation, removal or death of a Director who is an Unaffiliated Director, such requirement shall not be applicable for a period of one hundred and eighty (180) days. Nominees to serve as Unaffiliated Directors shall be nominated by the then current Unaffiliated Directors, if any, otherwise by the remaining Directors. Unless otherwise required by law, no Director shall be required to give bond, surety or security in any jurisdiction for the performance of any duties or obligations hereunder. The Directors in their capacity as Directors shall not be required to devote their entire time to the business and affairs of the Corporation.
Section 7.02. Resignation, Removal and Death Of Directors. A Director may resign at any time by giving written notice to the remaining Directors at the principal office of the Corporation. Such resignation shall take effect on the date specified in such notice, without need for prior accounting. A Director judged incompetent, or for whom a guardian or conservator has been appointed, shall be deemed to have resigned as of the date of such adjudication or appointment. A Director may be removed for cause by the affirmative vote of at least a majority of the total votes eligible to be cast by the Shareholders at a duly constituted meeting of Shareholders called expressly for such purpose. Except as may otherwise be provided by law, cause for removal shall be construed to exist only if the Director whose removal is proposed has been judged incompetent, convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to appeal, or has been adjudged by a court of competent
jurisdiction to be liable for gross negligence or misconduct in the performance of his duty to the Corporation in a matter of substantial importance to the Corporation, and such adjudication is no longer subject to direct appeal. At least 20 days prior to such meeting of Shareholders, written notice shall be sent to the Director or Directors whose removal will be considered at such meeting.
Section 7.03. Vacancies. Notwithstanding any of the foregoing provisions of this Article, each Director shall serve until his successor is elected and qualified or until his death, retirement, resignation or removal. Should a vacancy occur or be created, whether arising through death, resignation or removal of a Director or through an increase in the number of Directors of any class, such vacancy shall be filled by a majority vote of the remaining Directors then in office, whether or not a quorum. A Director so elected to fill a vacancy shall serve for the remainder of the then present term of office of the class to which he was elected.
Section 7.04. Quorum. A quorum for all meetings of the Directors shall be a majority of the total number of Directors; provided, however, that, whenever the vote of a majority of a particular group of Directors (including, but not limited to the Unaffiliated Directors) is required at a meeting, a quorum for such meeting shall be a majority of the total number of Directors which shall include a majority of such group.
Section 7.05. Committees. The Directors may appoint from among their number an audit committee and such other standing committees as the Directors determine; provided, however, the composition of the members of the nominating committee, the compensation committee and the asset committee may not be changed without the approval of at least sixty percent (60%) of the Directors. Each standing committee shall consist of three or more members. All members of the audit committee shall be Unaffiliated Directors. A majority of the members of each other standing committee shall be Unaffiliated Directors; provided, however, that upon a failure to comply with this requirement because of the resignation, removal or death of a director who is an Unaffiliated Director, such requirement shall not be applicable for a period of sixty (60) days. Each committee shall have such powers, duties and obligations as the Directors may deem necessary or appropriate. The standing committees shall report their activities periodically to the Directors.
The Board of Directors
Section 5.01. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all Directors. A notice of each regular meeting shall not be required.
Section 5.02. Special Meetings. Special meetings of the Board of Directors may be called by one-third of the Directors then in office (rounded up to the nearest whole number) , by the Chairman of the Board or by the President and shall be held at such place, on such date, and at such time as they or he or she shall fix. Written notice of any special meeting of the Board shall be given to each Director at least one day prior thereto delivered personally, by messenger or by telegram or at least five days prior thereto delivered by mail at the last address given by the Director to the Corporation for such purpose. Such notice shall be deemed delivered when deposited in the United States mail so addressed, with postage thereon prepaid, if mailed, or when delivered to the telegram company if sent by telegram. Such notice shall be deemed to be delivered upon receipt by the Director if delivered personally or by messenger. Any Director may waive notice of any meeting by a writing filed with the Secretary. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except in the event a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 5.03. Compensation and other Remuneration. Each Director shall be paid such directors fees and fixed sums and expenses for attendance at each annual, regular or special meeting of the Board of Directors or committees of the Board of Directors as the Board of Directors by resolution so determine. The Directors and Corporation officer shall be entitled to receive remuneration for services rendered to the Corporation in any capacity. Such services may include, without limitation, services as an officer of the Corporation, legal, accounting or other professional services, or services as a broker, transfer agent or underwriter, whether performed by a Director or any Affiliate of a Director.
Section 5.04. Actions by Directors. The Directors may act with or without a meeting. Unless specifically provided otherwise in these By-Laws or in the Certificate, any action of the Directors may be taken at a meeting by vote of a majority of the Directors present (a quorum being present) or without a meeting by unanimous written consent of the Directors, which consents shall be filed with the records of meetings of the Directors. Any action or actions permitted to be taken by the Directors in connection with the business of the Corporation may be taken pursuant to authority granted by a meeting of the Directors conducted by a telephone conference call, and the transaction of Corporation business represented thereby shall be of the same authority and validity as if transacted at a meeting of the Directors held in person or by written consent. The minutes of the Directors meeting held by telephone shall be prepared in the same manner as a meeting of the Directors held in person.
Section 5.05. Actions by Unaffiliated Directors. The following actions may only be taken by, or with approval of a majority of, the Unaffiliated Directors:
(a) A restructuring of Duke Realty Services Limited Partnership, an Indiana limited partnership, as provided for in Section 4.15 of the Agreement of the Limited Partnership of Duke Realty Services Limited Partnership (the Services Partnership Agreement).
(b) The Corporations approval of an exercise of any option held by Duke Realty Limited Partnership, an Indiana limited partnership (the Operating Partnership), for its purchase of the Principal Owners interests in any of the Excluded Businesses or any of the twenty-five (25) specific properties (the Excluded Properties) or the indirect interest of the Principal Owners in such properties, subject to certain option agreements, each of which has been denominated Acquisition Option (the Acquisition Options) with owners of the Excluded Businesses or the Excluded Properties or the indirect interests therein.
(c) The Corporations consent pursuant to each of the Acquisition Options to an increase in the mortgage debt applicable to any Excluded Property.
(d) The Corporations consent pursuant to Section 7.02 of the Agreement of Limited Partnership of Duke Realty Limited Partnership (the Operating Partnership Agreement) to the Assignment (as defined in Section 1.04 of the Operating Partnership Agreement) of any units of partnership interest in the Operating Partnership (Units) by any of Gary A. Burk, Thomas L. Hefner and Darell E. Zink, Jr. (together, the Principal Owners).
(e) The Corporations consent pursuant to Section 3(1) of a certain Purchase Agreement by and among the Principal Owners, the Corporation and the underwriters named therein to certain dispositions of Units or any shares of the Corporations Common Stock.
(f) The voting of Operating Partnership Units owned by the Corporation in order for the Corporation to engage in any of the activities referred to in Section 3.09 (a) or Section 3.09(b) of the Operating Partnership Agreement.
(g) The exercise of the Corporations option to purchase the interests of DMI Partnership, an Indiana partnership, pursuant to Section 7.03 of the Services Partnership Agreement or any successor provision.
(h) The Corporations decision to enforce or to waive enforcement of a provision of the Property Contribution Agreements, the Inside Contribution Agreement or the Outside Contribution Agreement.
Section 5.06. Quarterly Meetings. The Board of Directors shall meet during the forty-five (45) day period immediately following the close of each fiscal quarter of the Corporation for the purpose of (a) considering the value of the Corporations assets and reviewing the income of the Corporation with a view to assuring the Corporations continued qualification as a real estate investment trust and (b) transacting such other business as properly may come before the meeting. Such quarterly meeting may be combined with the annual meeting or any special meeting of the Directors.
Section 5.07. Conduct of Committee Meetings. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.
Section 5.08 Number of Directors and Classification of Board of Directors. The number of Directors shall be no fewer than five (5) nor more than fifteen (15). At each annual meeting of the Corporations Shareholders beginning at the annual meeting of Shareholders in 2004, all Directors shall be elected to hold office for a term of one (1) year. Directors may be re-elected any number of times. Election of each Director at an annual meeting shall be by affirmative vote by at least a majority of the Shareholders entitled to vote thereon
present in person or by proxy at such meeting. Each Director shall hold office until the election and qualification of his successor. Directors may, but need not, own shares or other securities of the Corporation. The provisions of Indiana Business Corporation Law § 23-1-33-6(c), and/or any successor provision(s), shall not apply to the Corporation.
Section 5.09. Conflict of Interest. Any transaction with the Corporation in which a Director has a direct or indirect interest is subject to review by the disinterested directors to ensure that the terms are commensurate with the terms for similar services or products with third parties in the market place.
This excerpt taken from the DRE 10-K filed Feb 29, 2008.
The Board of Directors
Duke Realty Corporation:
We consent to the
incorporation by reference in the registration statements No. 333-136173, No. 333-140796,
No. 333-128132, No. 333-62381, No. 333-66919, No. 333-26833,
No. 333-82063, No. 333-44858, No. 333-51344, No. 333-108556,
No. 333-120492 and No. 333-70678 on Form S-3, No. 333-77645
on Form S-4 and
/s/ KPMG LLP