FRANKLIN STREET PROPERTIES CORP /MA/ 10-Q

Item 5.  Other Information ​ On July 30, 2020, our Board of Directors approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Amended Bylaws”) to add a new Article XIV designating the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division as the exclusive forum for certain legal actions related to the Company. The Amended Bylaws also provide that the federal district courts are, to the fullest extent permitted by law, the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The Amended Bylaws were effective immediately upon approval by our Board of Directors. ​ This description of the changes effected to the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference. ​ 41 Table of Contents Item 6.  Exhibit s ​ Exhibit No. Description ​ ​ ​ 3.1 (1) ​ Articles of Incorporation, as amended ​ ​ ​ 3.2* ​ Amended and Restated By-laws. ​ ​ ​ 31.1* ​ Certification of FSP Corp.’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 31.2* ​ Certification of FSP Corp.’s Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. ​ ​ ​ 32.1* ​ Certification of FSP Corp.’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . ​ ​ ​ 32.2* ​ Certification of FSP Corp.’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . ​ ​ ​ 101* ​ The following materials from FSP Corp.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Stockholders’ Equity; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Comprehensive Income (Loss); and (vi) the Notes to Consolidated Financial Statements. ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ​ Footnotes Description ​ ​ ​ (1) ​ Incorporated by reference to Exhibit 3.1 to FSP Corp.’s Quarterly Report on Form 10-Q, filed on July 30, 2019 (File No. 001-32470). ​ ​ ​ ​ ​ ​ ​ * ​ Filed herewith. ​ ​ ​ 42 Table of Contents SIGNATURES ​ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ FRANKLIN STREET PROPERTIES CORP. ​ ​ Date Signature Title ​ ​ ​ ​ ​ Date: August 4, 2020 ​ /s/ George J. Carter ​ Chief Executive Officer and Director ​ ​ George J. Carter ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Date: August 4, 2020 ​ /s/ John G. Demeritt ​ Chief Financial Officer ​ ​ John G. Demeritt ​ (Principal Financial Officer) ​ ​ ​ ​ ​ 43