OPPENHEIMER MAIN STREET SMALL CAP FUND
(the "Fund")
BY-LAWS
(as amended through October 24, 2000)
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the Shareholders (which terms
as used herein shall, together with all other terms defined in the Fund's
Declaration of Trust as amended from time to time, have the same meaning as in
the Declaration of Trust) shall be held at the principal office of the Fund or
at such other place as may from time to time be designated by the Board of
Trustees and stated in the notice of meeting.
Section 2. Shareholder Meetings. Meetings of the Shareholders for any
purpose or purposes may be called by the Chairman of the Board of Trustees, if
any, or by the President or by the Board of Trustees and shall be called by the
Secretary upon receipt of the request in writing signed by Shareholders holding
not less than one third in amount of the entire number of Shares issued and
outstanding and entitled to vote thereat. Such request shall state the purpose
or purposes of the proposed meeting. In addition, meetings of the Shareholders
shall be called by the Board of Trustees upon receipt of the request in writing
signed by Shareholders that hold in the aggregate not less than ten percent in
amount of the entire number of Shares issued and outstanding and entitled to
vote thereat, stating that the purpose of the proposed meeting is the removal of
a Trustee.
Section 3. Notice of Meetings of Shareholders. Consistent with applicable
law, written or printed notice of every meeting of Shareholders, stating the
time and place thereof (and the general nature of the business proposed to be
transacted at any special or extraordinary meeting), shall be given to each
Shareholder entitled to vote at such meeting by leaving the same with each
Shareholder at the Shareholder's residence or usual place of business or by
mailing it, postage prepaid and addressed to the Shareholder's address as it
appears upon the books of the Fund. Such notice also may be delivered by such
other means, for example electronic delivery, as consistent with applicable
laws.
No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
Section 4. Record Dates. Consistent with applicable law, the Board of
Trustees may fix, in advance, a record date for the determination of
Shareholders entitled to notice of and to vote at any meeting of Shareholders
and Shareholders entitled to receive any dividend payment or allotment of
rights, as the case may be. Only Shareholders of record on such date shall be
entitled to notice of and to vote at such meeting or to receive such dividends
or rights, as the case may be.
Section 5. Access to Shareholder List. The Board of Trustees shall make
available a list of the names and addresses of all shareholders as recorded on
the books of the Fund, upon receipt of the request in writing signed by not less
than ten Shareholders of the Fund (who have been such for at least six months)
holding in the aggregate the lesser of (i) Shares valued at $25,000 or more at
current offering price (as defined in the Fund's Prospectus), or (ii) one
percent in amount of the entire number of shares of the Fund issued and
outstanding; such request must state that such Shareholders wish to communicate
with other Shareholders with a view to obtaining signatures to a request for a
meeting pursuant to Section 2 of Article I of these By-Laws and accompanied by a
form of communication to the Shareholders. The Board of Trustees may, in its
discretion, satisfy its obligation under this Section 5 by either making
available the Shareholder List to such Shareholders at the principal offices of
the Fund, or at the offices of the Fund's transfer agent, during regular
business hours, or by mailing a copy of such Shareholders' proposed
communication and form of request, at their expense, to all other Shareholders.
Section 6. Quorum, Adjournment of Meetings. The presence in person or by
proxy of the holders of record of more than 50% of the Shares of the stock of
the Fund or any series or class issued and outstanding and entitled to vote
thereat, shall constitute a quorum at all meetings of the Shareholders. If at
any meeting of the Shareholders there shall be less than a quorum present, the
Shareholders present at such meeting may, without further notice, adjourn the
same from time to time until a quorum shall attend, but no business shall be
transacted at any such adjourned meeting except such as might have been lawfully
transacted had the meeting not been adjourned.
If a quorum is present but sufficient votes in favor of one or more
proposals have not been received, any of the persons named as proxies or
attorneys-in-fact may propose one or more adjournments of the meeting to permit
further solicitation of proxies with respect to any proposal. All such
adjournments will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the meeting to be adjourned. A
vote may be taken on one or more of the proposals prior to any such adjournment
if sufficient votes for its approval have been received and it is otherwise
appropriate.
Section 7. Voting and Inspectors. Consistent with applicable law, proxies
may be given by or on behalf of a Shareholder orally or in writing or pursuant
to any computerized, telephonic, or mechanical data gathering process.
All elections of Trustees shall be had by a plurality of the votes cast
and all questions shall be decided by a majority of the votes cast, in each case
at a duly constituted meeting, except as otherwise provided in the Declaration
of Trust or in these By-Laws or by specific statutory provision superseding the
restrictions and limitations contained in the Declaration of Trust or in these
By-Laws.
At any election of Trustees, the Board of Trustees prior thereto may, or,
if they have not so acted, the Chairman of the meeting may, and upon the request
of the holders of ten per cent (10%) of the Shares entitled to vote at such
election shall, appoint two inspectors of election who shall first subscribe an
oath or affirmation to execute faithfully the duties of inspectors at such
election with strict impartiality and according to the best of their ability,
and shall after the election make a certification of the result of the vote
taken. No candidate for the office of Trustee shall be appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken upon
any election or matter, and such vote shall be taken upon the request of the
holders of ten per cent (10%) of the Shares entitled to vote on such election or
matter.
Section 8. Conduct of Shareholders' Meetings. The meetings of the
Shareholders shall be presided over by the Chairman of the Board of Trustees, if
any, or if he shall not be present, by the President, or if he shall not be
present, by a Vice-President or other officer, or if none of them is present, by
a chairman to be elected at the meeting. The Secretary of the Fund, if present,
shall act as Secretary of such meetings, or if he is not present, an Assistant
Secretary shall so act; if neither the Secretary nor an Assistant Secretary is
present, then the chairman shall elect the secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every meeting
of the Shareholders, all proxies shall be received and taken in charge of and
all ballots shall be received and canvassed by the secretary of the meeting, who
shall decide all questions touching the qualification of voters, the validity of
the proxies, and the acceptance or rejection of votes, unless inspectors of
election shall have been appointed as provided in Section 7, in which event such
inspectors of election shall decide all such questions.
ARTICLE II
BOARD OF TRUSTEES
Section 1. Number and Tenure of Office. The business and property of the
Fund shall be conducted and managed by a Board of Trustees consisting of the
number of initial Trustees, which number may be increased or decreased as
provided in Section 2 of this Article. Each Trustee shall, except as otherwise
provided herein, hold office until the meeting of Shareholders of the Fund next
succeeding his election or until his successor is duly elected and qualifies.
Trustees need not be Shareholders.
Section 2. Increase or Decrease in Number of Trustees. The Board of
Trustees, by the vote of a majority of the entire Board, may increase the number
of Trustees to a number not exceeding fifteen, and may elect Trustees to fill
the vacancies created by any such increase in the number of Trustees until the
next meeting called for the purpose of electing Trustees or until their
successors are duly elected and qualify; the Board of Trustees, by the vote of a
majority of the entire Board, may likewise decrease the number of Trustees to a
number not less than three but the tenure of office of any Trustee shall not be
affected by any such decrease. Vacancies occurring other than by reason of any
such increase shall be filled by a majority of the Board of Trustees then
sitting. In the event that after the proxy material has been printed for a
meeting of Shareholders at which Trustees are to be elected and any one or more
nominees named in such proxy material dies or become incapacitated or fail to
stand for election, the authorized number of Trustees shall be automatically
reduced by the number of such nominees, unless the Board of Trustees prior to
the meeting shall otherwise determine.
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Section 3. Removal, Resignation and Retirement. A Trustee at any time may
be removed either with or without cause by resolution duly adopted by the
affirmative votes of the holders of at least two-thirds of the outstanding
Shares of the Fund, present in person or by proxy at any meeting of Shareholders
at which such vote may be taken. Any Trustee at any time may be removed for
cause by resolution duly adopted at any meeting of the Board of Trustees
provided that notice thereof is contained in the notice of such meeting and that
such resolution is adopted by the vote of at least two thirds of the Trustees
whose removal is not proposed. As used herein, "for cause" shall mean any cause
which under Massachusetts law would permit the removal of a Trustee of a
business trust.
Any Trustee may resign or retire as Trustee by written instrument signed
by him and delivered to the other Trustees or to any officer of the Fund, and
such resignation or retirement shall take effect upon such delivery or upon such
later date as is specified in such instrument and shall be effective as to the
Fund and each Series of the Fund hereunder.
Section 4. Place of Meeting. The Trustees may hold their meetings, have
one or more offices, and keep the books of the Fund outside Massachusetts, at
any office or offices of the Fund or at any other place as they may from time to
time by resolution determine, or, in the case of meetings, as shall be specified
or fixed in the respective notices or waivers of notice thereof.
Section 5. Regular Meetings. Regular meetings of the Board of Trustees
shall be held at such time and on such notice, if any, as the Trustees may from
time to time determine. One such regular meeting during each fiscal year of the
Fund shall be designated an annual meeting of the Board of Trustees.
Section 6. Special Meetings. Special meetings of the Board of Trustees may
be held from time to time upon call of the Chairman of the Board of Trustees, if
any, the President or two or more of the Trustees, by oral or telegraphic or
written notice duly served on or sent or mailed to each Trustee not less than
one day before such meeting. No notice need be given to any Trustee who attends
in person, or to any Trustee who in writing executed and filed with the records
of the meeting either before or after the holding thereof waives such notice.
Such notice or waiver of notice need not state the purpose or purposes of such
meeting.
Section 7. Quorum. A majority of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any meeting of the Board there
shall be less than a quorum present (in person or by open telephone line, to the
extent permitted by the Investment Company Act of 1940 (the "1940 Act")), a
majority of those present may adjourn the meeting from time to time until a
quorum shall have been obtained. The act of the majority of the Trustees present
at any meeting at which there is a quorum shall be the act of the Board, except
as may be otherwise specifically provided by statute, by the Declaration of
Trust, by these By-Laws or by any contract or agreement to which the Fund is a
party.
Section 8. Executive Committee. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from the Trustees an
Executive Committee to consist of such number of Trustees (not less than three)
as the Board may from time to time determine. The Board of Trustees by such
affirmative vote shall have power at any time to change the members of such
Committee, may fill vacancies in the Committee by election from the Trustees or
discharge the Committee. When the Board of Trustees is not in session, the
Executive Committee shall have and may exercise any or all of the powers of the
Board of Trustees in the management of the business and affairs of the Fund
(including the power to authorize the seal of the Fund to be affixed to all
papers which may require it) except as provided by law or by any contract or
agreement to which the Fund is a party and except the power to increase or
decrease the size of, or fill vacancies on, the Board, to remove or appoint
executive officers or to dissolve or change the permanent membership of the
Executive Committee, and the power to make or amend the By-Laws of the Fund. The
Executive Committee may fix its own rules of procedure, and may meet when and as
provided by such rules or by resolution of the Board of Trustees, but in every
case the presence of a majority shall be necessary to constitute a quorum. In
the absence of any member of the Executive Committee, the members thereof
present at any meeting, whether or not they constitute a quorum, may appoint a
member of the Board of Trustees to act in the place of such absent member.
Section 9. Other Committees. The Board of Trustees, by the affirmative
vote of a majority of the entire Board, may appoint other committees which shall
in each case consist of such number of members (not less than two) and shall
have and may exercise, to the extent permitted by law, such powers as the Board
may determine in the resolution appointing them. A majority of all members of
any such committee may determine its action, and fix the time and place of its
meetings, unless the Board of Trustees shall otherwise provide. The Board of
Trustees shall have power at any time to change the members and, to the extent
permitted by law, powers of any such committee, to fill vacancies, and to
discharge any such committee.
Section 10. Informal Action by and Telephone Meetings of Trustees and
Committees. Any action required or permitted to be taken at any meeting of the
Board of Trustees or any committee thereof may be taken without a meeting, if a
written consent to such action is signed by all members of the Board, or of such
committee, as the case may be. Trustees or members of the Board of Trustees may
participate in a meeting by means of a conference telephone or similar
communications equipment; such participation shall, except as otherwise required
by the 1940 Act, have the same effect as presence in person.
Section 11. Compensation of Trustees and Committee Members. Trustees and
committee members shall be entitled to receive such compensation from the Fund
for their services as may from time to time be voted by the Board of Trustees.
Section 12. Dividends. Dividends or distributions payable on the Shares of
any Series may, but need not be, declared by specific resolution of the Board as
to each dividend or distribution; in lieu of such specific resolutions, the
Board may, by general resolution, determine the method of computation thereof,
the method of determining the Shareholders of the Series or Class to which they
are payable and the methods of determining whether and to which Shareholders
they are to be paid in cash or in additional Shares and the amount of the
dividend or distribution and the date on which it is payable.
Section 13. Indemnification. Before an indemnitee shall be indemnified by
the Trust, there shall be a reasonable determination upon review of the facts
that the person to be indemnified was not liable by reason of disabling conduct
as defined in the Declaration of Trust. Such determination may be made either by
vote of a majority of a quorum of the Board who are neither "interested persons"
of the Trust or the investment adviser nor parties to the proceeding or by
independent legal counsel. The Trust may advance attorneys' fees and expenses
incurred in a covered proceeding to the indemnitee if the indemnitee undertakes
to repay the advance unless it is determined that he is entitled to
indemnification under the Declaration of Trust. Also at least one of the
following conditions must be satisfied: (1) the indemnitee provides security for
his undertaking; or (2) the Trust is insured against losses arising by reason of
lawful advances; or (3) a majority of the disinterested nonparty Trustees or
independent legal counsel in a written opinion shall determine, based upon
review of all of the facts, that there is reason to believe that the indemnitee
will ultimately be found entitled to indemnification, and in making said
determination the independent legal counsel or the disinterested nonparty
Trustees may presume that an indemnitee did not engage in any disabling conduct.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the Fund may
include a Chairman of the Board of Trustees, and shall include a President, one
or more Vice Presidents (the number thereof to be determined by the Board of
Trustees), a Secretary and a Treasurer. The Chairman of the Board of Trustees,
if any, shall be selected from among the Trustees. The Board of Trustees or the
Executive Committee may also in its discretion appoint Assistant Secretaries,
Assistant Treasurers, and other officers, agents and employees, who shall have
such authority and perform such duties as the Board or the Executive Committee
may determine. The Board of Trustees may fill any vacancy which may occur in any
office. Any two offices, except those of President and Secretary, may be held by
the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law or
these By-Laws to be executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. The term of office of all officers shall be
until their respective successors are chosen and qualify; however, any officer
may be removed from office at any time with or without cause by the vote of a
majority of the entire Board of Trustees.
Section 3. Powers and Duties. The officers of the Fund shall have such
powers and duties as generally pertain to their respective offices, as well as
such powers and duties as may from time to time be conferred by the Board of
Trustees or the Executive Committee.
ARTICLE IV
SHARES
Section 1. Certificates of Shares. Each Shareholder of any Series of the
Fund may be issued a certificate or certificates for his Shares of that Series,
in such form as the Board of Trustees may from time to time prescribe, but only
if and to the extent and on the conditions described by the Board.
Section 2. Transfer of Shares. Shares of any Series or Class shall be
transferable on the books of the Fund by the holder thereof in person or by his
duly authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of Shares of that
Series or Class, duly endorsed or accompanied by proper instruments of
assignment and transfer, with such proof of the authenticity of the signature as
the Fund or its agent may reasonably require; in the case of shares not
represented by certificates, the same or similar requirements may be imposed by
the Board of Trustees.
Section 3. Share Ledgers. The share ledgers of the Fund, containing the
name and address of the Shareholders of each Series or Class and the number of
shares of that Series or Class, held by them respectively, shall be kept at the
principal offices of the Fund or, if the Fund employs a transfer agent, at the
offices of the transfer agent of the Fund.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Trustees
may determine the conditions upon which a new certificate may be issued in place
of a certificate which is alleged to have been lost, stolen or destroyed; and
may, in their discretion, require the owner of such certificate or his legal
representative to give bond, with sufficient surety to the Fund and the transfer
agent, if any, to indemnify it and such transfer agent against any and all loss
or claims which may arise by reason of the issue of a new certificate in the
place of the one so lost, stolen or destroyed.
ARTICLE V
SEAL
The Board of Trustees shall provide a suitable seal of the Fund, in such
form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Fund shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Fund may be altered, amended, added to or repealed by
the Shareholders or by majority vote of the entire Board of Trustees, but any
such alteration, amendment, addition or repeal of the By-Laws by action of the
Board of Trustees may be altered or repealed by the Shareholders.
