POST PROPERTIES, INC.
(as Amended and Restated as of November 5, 2003)
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders for the election of directors and for
the transaction of such other business as may properly come before the meeting shall be held at such place, either
within or without the State of Georgia, on such date, and at such time, as the Board of Directors may by
resolution provide, or if the Board of Directors fails to provide, then such meeting shall be held at the principal
office of the Corporation at 10:00 a.m., local time, on the fourth Tuesday in April of each year, if not a legal
holiday under the laws of the State of Georgia, and if a legal holiday, on the next succeeding business day. The
Board of Directors may specify by resolution prior to any special meeting of shareholders held within the year
that such meeting shall be in lieu of the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Board of
Directors, by the Chairman of the Board of Directors, by the President, or by the Corporation upon the written
request (which request shall set forth the purpose or purposes of the meeting) of the shareholders of record (as
established pursuant to Section 6(b) of Article I of these Bylaws) of outstanding shares representing more than
50% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting.
Special meetings of the shareholders called in accordance with this Section 2 may be held at such place, either
within or without the State of Georgia, as is determined by the Board of Directors and stated in the call and
notice thereof. If such meeting is called at the request of shareholders as provided in this Section 2, then the
Board of Directors shall take action within 45 days of the "Determination Date" (as defined in Section 6(b) of
Article I of these Bylaws) to set the date of such meeting, which date sha