Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On March 20, 2020, Boston Properties, Inc. (the "Company") amended its Third
Amended and Restated By-laws (the "By-laws") to allow for increased flexibility
in setting the location of, and appointing the presiding officer for, annual and
special meetings of stockholders. The Company adopted this amendment primarily
to enable it to better address uncertainties relating to the Company's ability
to hold an in-person annual meeting arising from public health considerations
relating to the coronavirus (COVID-19).
After giving effect to the amendment, the Chairman of the Board of Directors,
the Chief Executive Officer or the President is authorized to change the place
of any annual or special meeting once it has already been established.
Additionally, the amendment provides procedures for the designation of a
presiding officer at any annual or special meeting should each of the Chairman
of the Board of Directors, the Chief Executive Officer and the President be
unable to attend.
The foregoing description of the amendment to the By-laws is qualified in its
entirety by reference to a copy of the amendment filed as Exhibit 3.1 to this
Current Report on Form 8-K, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.   Description
*3.1            Amendment No. 1 to Third Amended and Restated By-laws of Boston
              Properties, Inc., effective as of March 20, 2020
*101.SCH      Inline XBRL Taxonomy Extension Schema Document.
*101.CAL      Inline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.LAB      Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE      Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEF      Inline XBRL Taxonomy Extension Definition Linkbase Document.
*104          Cover Page Interactive Data File (formatted as Inline XBRL with
              applicable taxonomy extension information contained in Exhibits
              101.*).


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* Filed herewith.

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