Exhibit 23B
BY-LAWS
OF
AVALON FUNDS, INC.
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ARTICLE I
OFFICES
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Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the
State of Maryland shall be in the City of Baltimore.
Section 2. OTHER OFFICES. The Corporation may have such other offices in
such places as the Board of Directors may from time to time
determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
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Section 1. ANNUAL MEETING. Subject to this Article II, an annual meeting of
Shareholders for the election of Directors and the transaction of
such other business as may properly come before the meeting shall
be held at such time and place as the Board of Directors shall
select. The Corporation shall not be required to hold an annual
meeting of its Shareholders in any year in which the election of
directors is not required to be acted upon under the Investment
Company Act of 1940.
Section 2. SPECIAL MEETINGS. Special meetings of Shareholders may be called
at any time by the President, the Secretary or by a majority of
the Board of Directors and shall be held at such time and place
as may be stated in the notice of the meeting.
Special meetings of the Shareholders shall be called by the
Secretary upon receipt of written request of the holders of
shares entitled to cast not less than 10% of the votes entitled
to be cast at such meeting, provided that (1) such request shall
state the purposes of such meeting and the matters proposed to be
acted on, and (2) the Shareholders requesting such meeting shall
have paid to the Corporation the reasonably estimated cost of
preparing and mailing the notice thereof, which the Secretary
shall determine and specify to such Shareholders. No special
meeting shall be called upon the request of Shareholders to
consider any matter which is substantially the same as a matter
voted upon at any special meeting of the Shareholders held during
the preceding 12 months, unless requested by the holders of a
majority of all shares entitled to be voted at such meeting.
Section 3. PLACE OF MEETINGS. Meetings of Shareholders shall be held at a
location within the Continental United States as the Board of
Directors may from time to time determine.
Section 4. NOTICE OF MEETINGS; WAIVER OF NOTICE. Notice of the place, date
and time of the holding of each Shareholders' meeting and, if the
meeting is a special meeting, the purpose or purposes of the
meeting, shall be given personally or by mail, not less that ten
(10) nor more that ninety (90) days before the date of such
meeting, to each Shareholder entitled to vote at such meeting and
to each other shareholder entitled to notice of the meeting.
Notice by mail shall be deemed to be duly given when deposited in
the United States mail addressed to the shareholder at his or her
address as it appears on the records of the Corporation, with
postage thereon prepaid.
Notice of any meeting of Shareholders shall be deemed waived by
any shareholder who shall attend such meeting in person or by
proxy, or who shall, either before or after the meeting, submit a
signed waiver of notice which is filed with the records of the
meeting.
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Section 5. QUORUM, ADJOURNMENT OF MEETINGS. The presence at any
Shareholders' meeting, in person or by proxy, of Shareholders of
one third (1/3RD ) of the shares of the stock of the Corporation
thereat shall be necessary and sufficient to constitute a quorum
for the transaction of business, except for any matter which,
under applicable statutes or regulatory requirements, requires
approval by a separate vote of one or more classes of stock, in
which case the presence in person or by proxy of Shareholders of
one third (1/3RD ) of the shares of stock of each class required
to vote as a class on the matter shall constitute a quorum. The
holders of a majority of shares entitled to vote at the meeting
and present in person or by proxy, whether or not sufficient to
constitute a quorum, or, any officer present entitled to preside
or act as Secretary of such meeting, may adjourn the meeting
without determining the date of a new meeting, or without notice
to a date not more than 120 days after the original record date.
Any business that might have been transacted at the meeting
originally called and so adjourned may be transacted at any such
subsequent meeting at which a quorum is present.
Section 6. ORGANIZATION. At each meeting of the Shareholders, the Chairman
of the Board (if one has been designated by the Board), or in his
or her absence or inability to act, the President, or in the
absence or inability to act of the Chairman of the Board and the
President, the Vice President, shall act as chairman of the
meeting; provided, however, that if no such officer is present or
able to act, a chairman of the meeting shall be elected by a
majority of the Shareholders, present in person or by proxy, at
the meeting. The Secretary, or in his or her absence or inability
to act, any person appointed by the chairman of the meeting,
shall act as secretary of the meeting and keep the minutes
thereof.
Section 7. ORDER OF BUSINESS. The order of business at all meetings of the
Shareholders shall be as determined by the chairman of the
meeting.
Section 8. VOTING. Except as otherwise provided by statute or the Articles
of Incorporation, each holder of record of shares of stock of the
Corporation having voting power shall be entitled at each meeting
of the Shareholders to one vote for every full share of such
stock, with a fractional vote for any fractional shares, standing
in his or her name on the records of Shareholders of the
Corporation as of the record date determined pursuant to Section
9 of this Article, or if such record date shall not have been so
fixed, then at the later of (i) the close of business on the day
on which notice of the meeting is mailed or (ii) the thirtieth
day before the meeting.
Each shareholder entitled to vote at any meeting of Shareholders
may authorize another person or persons to act for him or her by
a proxy signed by such shareholder or his or her
attorney-in-fact. No proxy shall be valid after the expiration of
eleven months from the date thereof, unless otherwise provided in
the proxy. Every proxy shall be revocable at the pleasure of the
shareholder executing it, except in those cases where such proxy
states that it is irrevocable and where law permits an
irrevocable proxy. Except as otherwise provided by statute, the
Articles of Incorporation or these By-Laws, any corporate action
to be taken by vote of the Shareholders shall be authorized by a
majority of the total votes validly cast at a meeting of
Shareholders at which a quorum is present.
If a vote shall be taken on any question other than the election
of directors, which shall be by written ballot, then unless
required by statute or these By-Laws, or determined by the
chairman of the meeting to be advisable, any such vote need not
be by ballot. On a vote by ballot, each ballot shall be signed by
the shareholder voting, or by his or her proxy, if there be such
proxy, and shall state the number of shares voted.
Section 9. FIXING OF RECORD DATE. The Board of Directors may fix a time not
less that 10 nor more than 90 days prior to the date of any
meeting of Shareholders or prior to the last day on which the
consent or dissent of Shareholders may be effectively expressed
for any purpose without a meeting, as the time as of which
Shareholders entitled to notice of and to vote at such a meeting
or whose consent or dissent is required or may be expressed for
any purpose, as the case may be, shall be determined; and all
persons who were holders of record of voting stock at such time
and no other
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shall be entitled to notice of and to vote at such meeting or to
express their consent or dissent, as the case may be. If no
record date has been fixed, the record date for the determination
of Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be the later of the close of business on the
day on which notice of the meeting is mailed or the thirtieth day
before the meeting, or, if notice is waived by all Shareholders,
at the close of business on the tenth day next preceding the day
on which the meeting is held. The Board of Directors may fix a
record date for determining Shareholders entitled to receive
payment of a dividend or distribution, but such date shall be not
more that 90 days before the date on which such payment is made.
If no record date has been fixed, the record date for determining
Shareholders entitled to receive dividends or distributions shall
be the close of business on the day on which the resolution of
the Board of Directors declaring the dividend or distribution is
adopted, but the payment shall not be made more than 60 days
after the date on which the resolution is adopted.
Section 10. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Except as otherwise
provided by statute or the Articles of Incorporation, any action
required to be taken at any meeting of Shareholders, or any
action which may be taken at any meeting of such Shareholders,
may be taken without a meeting, without prior notice and without
a vote, if the following are filed with the records of
Shareholders meetings: (i) a unanimous written consent which sets
forth the action and is signed by each shareholder entitled to
vote on the matter, and (ii) a written waiver of any right to
dissent signed by each shareholder entitled to notice of the
meeting but not entitled to vote thereat.
ARTICLE III
BOARD OF DIRECTORS
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Section 1. General Powers:
(a) The property, affairs and business of the Corporation shall
be managed by or under the direction of the board of directors,
which may exercise all the powers of the Corporation except those
powers vested solely in the stockholders of the Corporation by
statute, by the Articles of Incorporation, or by these By-Laws.
(b) All acts done by any meeting of the Directors or by any
person acting as a director, so long as his successor shall not
have been duly elected or appointed, shall, notwithstanding that
it be afterwards discovered that there was some defect in the
election of the directors or of such person acting as aforesaid
or that they or any of them were disqualified, be as valid as if
the directors or such other person, as the case may be, had been
duly elected and were or was qualified to be directors or a
director of the Corporation.
POWER TO ISSUE AND SELL STOCK: The board of directors may from
time to time issue and sell or cause to be issued and sold any of
the Corporation's authorized shares to such persons and for such
consideration as the board of directors shall deem advisable,
subject to the provisions of Articles Sixth and Seventh of the
Articles of Incorporation.
POWER TO DECLARE DIVIDENDS: The board of directors, from time to
time as it may deem advisable, may declare and pay dividends in
stock, cash or other property of the Corporation, out of any
source available for dividends, to the stockholders according to
their respective rights and interests in accordance with the
provisions of the Articles of Incorporation.
(a) The board of directors shall cause to be accompanied by a
written statement any dividend payment wholly or partly from any
source other than:
i) the Corporation's accumulated undistributed net income
(determined in accordance with good accounting practice and
the rules and regulations of the Securities and Exchange
Commission then in effect) and not including profits or
losses realized upon the sale of securities or other
properties; or
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ii) the Corporation's net income so determined for the
current or preceding fiscal year.
Such statement shall adequately disclose the source or sources of
such payment and the basis of calculation, and shall be in such
form as the Securities and Exchange Commission may prescribe.
Section 2. NUMBER OF DIRECTORS. The number of directors shall be fixed from
time to time by resolution of the Board of Directors adopted by a
majority of the Directors then in office; provided, however, that
the number of Directors shall in no event be less that three (3)
nor more than fifteen (15) except that the Corporation may have
less than three (3) but not less than one (1) Director if there
is no stock outstanding, and may have a number of Directors no
fewer than the number of Shareholders so long as there are fewer
than three (3) Shareholders. Any vacancy created by an increase
in Directors may be filled in accordance with Section 6 of this
Article III. No reduction in the number of Directors shall have
the effect of removing any Director from office prior to the
expiration of his or her term unless such Director is
specifically removed pursuant to Section 5 of this Article III at
the time of such decrease. Directors need not be Shareholders.
Section 3. ELECTION AND TERM OF DIRECTORS. Directors shall be elected
annually, by written ballot at the annual meeting of Shareholders
or a special meeting held for that purpose; provided, however,
that if no annual meeting of the Shareholders of the Corporation
is required to be held in a particular year pursuant to Section 1
of Article II of these By-Laws, Directors shall be elected at the
next annual meeting held. The term of office of each Director
shall be from the time of his or her election and qualification
until the election of Directors next succeeding his or her
election and until his or her successor shall have been elected
and shall have qualified.
Section 4. RESIGNATION. A director of the Corporation may resign at any time
by giving written notice of his or her resignation to the Board,
or the Chairman of the Board, or the President, or the Secretary.
Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not
be specified therein, immediately upon its receipt; and, unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 5. REMOVAL OF DIRECTORS. Any Director of the Corporation may be
removed by the Shareholders by a vote of a majority of the shares
entitled to be cast for the election of Directors.
Section 6. VACANCIES. If any vacancies shall occur in the Board of Directors
(i) by reason of death, resignation, removal or otherwise, the
remaining directors shall continue to act, and, subject to the
provisions of the Investment Company Act of 1940, such vacancies
(if not previously filled by the Shareholders) may be filled by a
majority of the remaining Directors, although less than a quorum,
and (ii) by reason of an increase in the authorized number of
Directors, such vacancies (if not previously filled by the
Shareholders) may be filled only by a majority vote of the entire
Board of Directors.
Section 7. OFFICES, RECORDS, PLACES OF MEETINGS. The Directors may have one
or more offices and may keep the books of the Corporation outside
the State of Maryland, and within or without the United States of
America, at any office or offices of the Corporation or at any
other place as they may from time to time by resolution
determine; and in the case of meetings of the Board of Directors,
such meetings may be held at any place, within or without the
United States of America, as the Board may from time to time by
resolution determine, or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
Section 8. REGULAR MEETINGS. The Board of Directors from time to time may
provide by resolution for the holding of regular meetings and fix
their time and place as the Board of Directors may determine.
Notice of such regular meetings need not be in writing, provided
that notice of any change in the time or place of such fixed
regular meetings shall be communicated promptly to each Director
not present at the meeting at which such change was made, in the
manner provided in Section 9 of this
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Article III for notice of special meetings. Members of the Board
of Directors or any committee designated thereby may participate
in a meeting of such Board or committee by telephone conference
or other communications method by means of which all persons
participating in the meeting can hear each other at the same
time, and participation by such means shall constitute presence
in person at a meeting, subject to the requirements of the
Investment Company Act of 1940.
Section 9. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be held at any time or place and for any purpose when called by
the President, the Secretary or two or more of the Directors.
Notice of special meetings, stating the time and place, shall be
communicated to each Director personally by telephone or
transmitted to him or her by mail, telegraph, telefax, telex,
cable, e-mail or wireless at least one day before the meeting.
Section 10. WAIVER OF NOTICE. No notice of any meeting of the Board of
Directors or a committee of the Board need be given to any
Director who is present at the meeting or who waives notice of
such meeting in writing (which waiver shall be filed with the
records of such meeting), either before or after the time of the
meeting.
Section 11. QUORUM AND VOTING. At all meetings of the Board of Directors, the
presence of one third of the entire Board of Directors shall
constitute a quorum unless there are only two or three Directors,
in which case two Directors shall constitute a quorum. If there
is only one Director, the sole Director shall constitute a
quorum. At any adjourned meeting at which a quorum was present,
any business may be transacted at a subsequent meeting, at which
a quorum is present, which might have been transacted at the
meeting as originally called.
Section 12. ORGANIZATION. The Board may, by resolution adopted by a majority
of the entire Board, designate a Chairman of the Board, who shall
preside at each meeting of the Board. In the absence or inability
of the Chairman of the Board to preside at a meeting, the
President, or, in his or her absence or inability to act, another
Director chosen by a majority of the Directors present, shall act
as chairman of the meeting and preside thereat. The Secretary
(or, in his or her absence or inability to act, any person
appointed by the Chairman) shall act as secretary of the meeting
and keep the minutes thereof.
Section 13. WRITTEN CONSENT OF DIRECTORS IN LIEU OF A MEETING. Subject to the
provisions of the Investment Company Act of 1940, as amended, any
action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as
the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the
Board or committee.
Section 14. COMPENSATION. Directors may receive compensation for services to
the Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed from time to time
by the Board, subject to any limitations on such compensation as
provided in the Investment Company Act of 1940.
ARTICLE IV
COMMITTEES
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Section 1. ORGANIZATION. By resolution adopted by the Board of Directors,
the Board may designate one or more committees, including an
Executive Committee, composed of two or more Directors. The Board
of Directors shall elect the Chairmen of such committees. The
Board of Directors shall have the power at any time to change the
members of such committees and to fill vacancies in the
committees. The Board may delegate to these committees any of its
powers, except the power to authorize the issuance of stock,
declare a dividend or distribution on stock, recommend to
Shareholders any action requiring shareholder approval, amend
these By-Laws, or approve any merger or share exchange which does
not require shareholder approval. If the Board of Directors has
given general authorization for the issuance of stock, a
committee of the Board, in accordance
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with a general formula or method specified by the Board by
resolution or by adoption of a stock option or other plan, may
fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be issued,
including all terms and conditions required or permitted to be
established or authorized by the Board of Directors.
Section 2. PROCEEDINGS AND QUORUM. In the absence of an appropriate
resolution of the Board of Directors, each committee may adopt
such rules and regulations governing its proceedings, quorum and
manner of acting as it shall deem proper and desirable. In the
event any member of any committee is absent from any meeting, the
members thereof present at the meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
ARTICLE V
OFFICERS, AGENTS AND EMPLOYEES
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Section 1. GENERAL. The officers of the Corporation shall be a President, a
Secretary and a Treasurer, and may include one or more Vice
Presidents, Assistant Secretaries or Assistant Treasurers, and
such other officers as may be appointed in accordance with the
provisions of Section 8 of this Article.
Section 2. ELECTION, TENURE AND QUALIFICATIONS. The officers of the
Corporation, except those appointed as provided in Section 8 of
this Article V, shall be elected by the Board of Directors at its
first meeting and thereafter annually at an annual meeting. If
any officers are not chosen at any annual meeting, such officers
may be chosen at any subsequent regular or special meeting of the
Board. Except as otherwise provided in this Article V, each
officer chosen by the Board of Directors shall hold office until
the next annual meeting of the Board of Directors and until his
or her successor shall have been elected and qualified. Any
person may hold one or more offices of the Corporation except
that a single person may not simultaneously hold the offices of
President and Vice President.
Section 3. REMOVAL AND RESIGNATION. Whenever in the judgment of the Board of
Directors the best interest of the Corporation will be served
thereby, any officer may be removed from office by the vote of a
majority of the members of the Board of Directors at any regular
meeting or at a special meeting called for such purpose. Any
officer may resign his office at any time by delivering a written
resignation to the Board of Directors, the President, the
Secretary, or any Assistant Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
Section 4. PRESIDENT. The president shall be the chief executive officer of
the Corporation.. Subject to the supervision of the Board of
Directors, he or she shall have general charge of the business,
affairs and property of the Corporation, and general supervision
over its officers, employees and agents. Except as the Board of
Directors may otherwise order, he or she may sign in the name and
on behalf of the Corporation all deeds, bonds, contracts, or
agreements. He or she shall exercise such other powers and
perform such other duties as from time to time may be assigned to
him or her by the Board of Directors.
Section 5. VICE PRESIDENT. The Board of Directors may from time to time
elect one or more Vice Presidents who shall have such powers and
perform such duties as from time may be assigned to them by the
Board of Directors or the President. At the request or in the
absence or disability of the President, the Vice President (or,
if there are two or more Vice Presidents then the more senior of
such officers present and able to act) may perform all the duties
of the President and, when so acting, shall have all the powers
of and be subject to all the restrictions upon the President. Any
Vice President may perform such duties as the Board of Directors
may assign.
Section 6. TREASURER AND ASSISTANT TREASURER. The Treasurer shall be the
principal financial and accounting officer of the Corporation and
shall have general charge of the finances and books of account of
the Corporation. Except as otherwise provided by the Board of
Directors, he or she shall have general supervision of the funds
and property of the Corporation and of the performance by the
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Custodian of its duties with respect thereto. He or she shall
render to the Board of Directors whenever directed by the Board,
an account of the financial condition of the Corporation and of
all his or her transactions as Treasurer; and as soon as possible
after the close of each fiscal year, he or she shall make and
submit to the Board of Directors a like report for such fiscal
year. He or she shall perform all acts incidental to the Office
of Treasurer, subject to the control of the Board of Directors.
Any Assistant Treasurer may perform such duties of the Treasurer
as the Treasurer or the Board of Directors may assign, and, in
the absence of the Treasurer, the Assistant Treasurer (or if
there are two or more Assistant Treasurers, then the more senior
of such officers present and able to act) may perform all the
duties of the Treasurer.
Section 7. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall attend
to the giving and serving of all notices of the Corporation and
shall record all proceedings of the meetings of the Shareholders
and Directors in books to be kept for that purpose. He or she
shall keep in safe custody the seal of the corporation, and shall
have charge of the records for the Corporation, including the
stock books and such other books and papers as the Board of
Directors may direct and such books, reports, certificates and
other documents required by law to be kept, all of which shall at
all reasonable times be open to inspection by any Director. He or
she shall perform such other duties as appertain to his or her
office or as may be required by the Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary
as the Secretary of the Board of Directors may assign, and, in
the absence of the Secretary, he or she (or if there are two or
more Assistant Secretaries, then the more senior of such officers
present and able to act) may perform all the duties of the
Secretary.
Section 8. SUBORDINATE OFFICERS. The Board of Directors from time to time
may appoint such other officers or agents as it may deem
advisable, each of whom shall have such title, hold office for
such period, have such authority and perform such duties as the
Board of Directors may determine. The Board of Directors may from
time to time delegate to one or more officers or agents the power
to appoint any such subordinate officers or agents and to
prescribe their rights, terms of office, authorities and duties.
Section 9. REMUNERATION. The salaries or other compensation of the officers
of the Corporation shall be fixed from time to time by resolution
of the Board of Directors, except that the Board of Directors may
by resolution delegate to any person or group of persons the
power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the
provisions of Section 8 of this Article V.
Section 10. SURETY BONDS. The Board of Directors may require any officer or
agent of the Corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act of
1940, as amended, and the rules and regulations of the Securities
and Exchange Commission) to the Corporation in such sum and with
such surety or sureties as the Board of Directors may determine,
conditioned upon the faithful performance of his or her duties to
the Corporation, including responsibility for negligence and for
the accounting of any of the Corporation's property, funds or
securities that may come into his or her hands.
ARTICLE VI
INDEMNIFICATION AND INSURANCE
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Section 1. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS: The
Corporation shall indemnify each person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative ("Proceeding'), by reason of the
fact that he or she is or was a director, officer or employee of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, partner, trustee or
agent of another corporation, partnership, joint venture, trust,
or other
<PAGE>
enterprise, against all reasonable expenses (including attorneys'
fees) actually incurred, and judgments, fines, penalties and
amounts paid in settlement in connection with such Proceeding to
the maximum extent permitted by law, now existing or hereafter
adopted. Notwithstanding the foregoing, the following provisions
shall apply with respect to indemnification of the Corporation's
directors, officers, and investment adviser (as defined in the
Investment Company act of 1940, as amended):
(a) Whether or not there is an adjudication of liability in such
Proceeding, the Corporation shall not indemnify any such person
for any liability arising by reason of such person's willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his or her office or
reckless disregard of his duties under any contract or agreement
with the Corporation ("Disabling Conduct").
(b) The Corporation shall not indemnify any such person unless:
(1) the court or other body before which the proceeding was
brought (a) dismisses the Proceeding for insufficiency of
evidence of any disabling conduct, or (b) reaches a final
decision on the merits that such person was not liable by
reason of disabling conduct; or
(2) absent such a decision, a reasonable determination is
made, based upon a review of the facts, by (a) the vote of a
majority of a quorum of the directors of the Corporation who
are neither "interested persons" of the Corporation as
defined in the Investment Company act of 1940, as amended,
nor parties to the Proceeding, or (b) if a majority of a
quorum of directors described above so directs, or if such
quorum is not obtainable, based upon a written opinion by
independent legal counsel, that such person was not liable
by reason of disabling conduct.
(c) Reasonable expenses (including attorneys' fees) incurred in
defending a Proceeding involving any such person will be paid by
the Corporation in advance of the final disposition thereof upon
an undertaking by such person to repay such expenses unless it is
ultimately determined that he or she is entitled to
indemnification, if:
(1) such person shall provide adequate security for his or
her undertaking;
(2) the Corporation shall be insured against losses arising
by reason of such advance; or
(3) a majority of a quorum of the directors of the
Corporation who are neither "interested persons" of the
Corporation as defined in the Investment Company act of
1940, as amended, nor parties to the proceeding, or
independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts,
that there is reason to believe that such person will be
found to be entitled to indemnification.
Section 2. INSURANCE OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS: The
Corporation may purchase and maintain insurance or other sources
of reimbursement to the extent permitted by law on behalf of any
person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, partner, trustee or
agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him or
her and incurred by him or her in or arising out of his or her
position.
<PAGE>
Section 3. NON-EXCLUSIVITY: The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
the Articles of Incorporation, these By-Laws, any agreement, vote
of stockholders or directors, or otherwise, both as to action in
his or her official capacity and as to action in another capacity
while holding such office.
ARTICLE VII
CAPITAL STOCK
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Section 1. STOCK CERTIFICATES. The interest of each shareholder of the
Corporation may be evidenced by certificates for shares of stock
in such form as the Board of Directors may from time to time
prescribe. The Board of Directors is expressly empowered to
direct that stock certificates not be issued to evidence such
shareholder ownership, and in such a case, the Board of Directors
prescribe such other method or arrangement for the recording of
such interests as they deem reasonable and proper.
In the event that the Board of Directors elects to issue stock
certificates, the certificates representing shares of stock shall
be signed by or in the name of the Corporation by the President
or a Vice President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer.
Certificates may be sealed with the actual corporate seal or a
facsimile of it or in any other form. Any or all of the
signatures of the seal on the certificate may be manual or
facsimile. In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate shall be issued, it may be
issued by the Corporation with the same effect as if such
officer, transfer agent or registrar were still in office at the
date of issue unless written instructions of the Corporation to
the contrary are delivered to such officer, transfer agent or
registrar.
Section 2. STOCK LEDGERS. The stock ledgers of the Corporation, containing
the names and addresses of the Shareholders and the number of
shares held by them respectively, shall be kept at the principal
offices of the Corporation or, if the Corporation employs a
transfer agent, at the offices of the transfer agent of the
Corporation.
Section 3. TRANSFERS OF SHARES. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation
only by the registered holder thereof, or by his or her attorney
thereunto authorized by power of attorney duly executed and filed
with the Secretary or with a transfer agent or transfer clerk,
and on surrender of the certificate or certificates, if issued,
for such shares properly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, with
such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require and the payment
of all taxes thereon. Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive right of
a person in whose name any share or shares stand on the record of
Shareholders as the owner of such share or shares for all
purposes, including, without limitation, the rights to receive
dividends or other distributions, and to vote as such owner, and
the Corporation shall not be bound to recognize any equitable or
legal claim to or interest in any such share or shares on the
part of any other person. The Board may make such additional
rules and regulations, not inconsistent with these By-Laws, as it
may deem expedient concerning the issue, transfer and
registration of certificates for shares of stock of the
Corporation.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may from
time to time appoint or remove transfer agents and/or registrars
of transfers of shares of stock of the Corporation, and it may
appoint the same person as both transfer agent and registrar.
Upon any such appointment being made all certificates
representing shares of capital stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such
registrars of transfers or by both and shall not be valid unless
so countersigned. If the same person shall be both transfer agent
and registrar, only one countersignature by such person shall be
required.
<PAGE>
Section 5. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of any
certificates representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss, destruction
or mutilation of such certificate, and the Corporation may issue
a new certificate of stock in the place of any certificate
theretofore issued by it which the owner thereof shall allege to
have been lost or destroyed or which shall have been mutilated,
and the Board may, in its discretion, require such owner or his
or her legal representatives to give to the Corporation a bond in
such sum, limited or unlimited, and in such form and with such
surety or sureties, as the Board in its absolute discretion shall
determine, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss or
destruction of any certificate, or issuance of a new certificate.
Anything herein to the contrary notwithstanding, the Board, in
its absolute discretion, may refuse to issue any such new
certificate, except pursuant to legal proceedings under the laws
of the State of Maryland.
ARTICLE VIII
SEAL
----
The seal of the Corporation shall be circular in form and shall bear, in
addition to any other emblem or device approved by the Board of Directors, the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Maryland." The Board of Directors may otherwise alter the form of the
seal. Said seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced. Any Officer or Director of the
Corporation shall have the authority to affix the corporate seal of the
Corporation to any document requiring the same.
ARTICLE IX
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be determined by resolution of the
Board of Directors.
ARTICLE X
DEPOSITORIES AND CUSTODIANS
---------------------------
Section 1. DEPOSITORIES. The funds of the Corporation shall be deposited
with such banks or other depositories as the Board of Directors
of the Corporation may from time to time determine.
Section 2. CUSTODIANS. All securities and other investments shall be
deposited in the safe keeping of such banks or other companies as
the Board of Directors of the Corporation may from time to time
determine. Every arrangement entered into with any bank or other
company for the safe keeping of the securities and investments of
the Corporation shall contain provisions complying with the
Investment Company Act of 1940, as amended, and the general rules
and regulations thereunder.
ARTICLE XI
EXECUTION OF INSTRUMENTS
------------------------
Section 1. CHECKS, NOTES, DRAFTS, ETC. Checks, notes, drafts, acceptances,
bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or
persons as the Board or these By-Laws provide.
Section 2. SALE OR TRANSFER OF SECURITIES. Stock certificates, bonds or
other securities owned by the Corporation may be held on behalf
of the Corporation by a Custodian selected by the Board of
Directors, and may be transferred or otherwise disposed of only
as allowed pursuant to these By-Laws and pursuant to
authorization by the Board; and when so authorized to be held on
behalf of the Corporation or sold, transferred or otherwise
disposed of, may be transferred from the name of the Corporation
by the signature of the President, any Vice President or the
Treasurer, or pursuant to any procedure approved by the Board of
Directors, subject to applicable law.
<PAGE>
ARTICLE XII
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------
The Corporation shall employ an independent public accountant or a firm of
independent public accountants as its accountants to examine the accounts of the
Corporation and to sign and certify financial statements filed by the
Corporation.
ARTICLE XIII
RECORD KEEPING PURSUANT TO STATUTORY REQUIREMENTS
-------------------------------------------------
Any and all books, records, documents and other writings and memoranda, of
any nature whatever, that are or may be subject to record keeping requirements
under federal or state statutes shall be kept and maintained in the manner and
for the time periods prescribed under the Investment Company Act of 1940, as
amended.
ARTICLE XIV
AMENDMENTS
----------
Section 1. GENERAL: Except as provided in Sections 2 and 3 hereof, all
By-Laws of the Corporation, whether adopted by the board of
directors or the stockholders, shall be subject to amendment,
alteration or repeal, and new By-Laws may be made, by the
affirmative vote of a majority of either:
(a) the holders of record of the outstanding shares of stock of
the Corporation entitled to vote, at any meeting, the notice or
waiver of notice of which shall have specified or summarized the
proposed amendment, alteration, repeal or new By-Law; or
(b) the directors, at any regular or special meeting the notice
or waiver of notice of which shall have specified or summarized
the proposed amendment, alteration, repeal or new By-Law.
Section 2. BY STOCKHOLDERS ONLY:
(a) No amendment of any section of these By-Laws shall be made
except by the stockholders of the Corporation if the By-Laws
provide that such section may not be amended, altered or repealed
except by the stockholders.
(b) From and after the issuance of any shares of the capital
stock of the Corporation, no amendment of this Article XVI shall
be made except by the stockholders of the Corporation.
Section 3. LIMITATION ON AMENDMENT: No amendment to Article VI of these
By-Laws shall narrow or eliminate any right to expenses,
indemnification or insurance for any claim or proceeding arising
out of conduct occurring prior to said amendment.
These By-Laws were adopted by unanimous affirmative vote of the Directors of the
Company on December 1, 2000.
ATTEST
___________________________ ______________________
By: Julia P. Harvold, Esq. By: __________________
Secretary Assistant Secretary
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