BY-LAWS
OF
PILGRIM GLOBAL TECHNOLOGY FUND, INC.
(Amended and Restated as of July 31, 2000)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing shares of
stock shall set forth thereon the statements prescribed by Section 2-211 of the
Maryland General Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the Chairman of the Board or
the President or a Vice President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed
with the corporate seal. The signatures of any such officers may be either
manual or facsimile signatures and the corporate seal may be either facsimile or
any other form of seal. In case any such officer who has signed manually or by
facsimile any such certificate ceases to be such officer before the certificate
is issued, it nevertheless may be issued by the corporation with the same effect
as if the officer had not ceased to be such officer as of the date of its issue.
No certificate representing shares of stock shall be issued for any share
of stock until such share is fully paid, except as otherwise authorized in
Section 2-206 of the General Corporation Law. The corporation may issue a new
certificate of stock in place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Board of Directors may
require, in its discretion, the owner of any such certificate or his legal
representative to give bond, with sufficient surety, to the corporation to
indemnify it against any loss or claim that may arise by reason of the issuance
of a new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions restricting the
transferability of shares of stock, if any, transfers of shares of stock of the
corporation shall be made only on the stock transfer books of the corporation by
the record holder thereof or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may fix, in
advance, a date as the record date for the purpose of determining stockholders
entitled to notice of, or to vote at, any meeting of stockholders, or
stockholders entitled to receive payment of any dividend or the allotment of any
rights or in order to make a determination of stockholders for any other proper
purpose. Such date, in any case, shall be not more than 90 days, and in case of
a meeting of stockholders not less than 10 days, prior to the date on which the
meeting or particular action requiring such determination of stockholders is to
be held or taken. In lieu of fixing a record date, the Board of Directors may
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provide that the stock transfer books shall be closed for a stated period but
not to exceed 20 days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of, or to vote at, a meeting of
stockholders, such books shall be closed for at least 10 days immediately
preceding such meeting. If no record date is fixed and the stock transfer books
are not closed for the determination of stockholders: (1) the record date for
the determination of stockholders entitled to notice of, or to vote at, a
meeting of stockholders shall be at the close of business on the day on which
the notice of meeting is mailed or the day 30 days before the meeting, whichever
is the closer date to the meeting; and (2) the record date for the determination
of stockholders entitled to receive payment of a dividend or an allotment of any
rights shall be at the close of business on the day on which the resolution of
the Board of Directors declaring the dividend or allotment of rights is adopted,
provided that the payment or allotment date shall not be more than 60 days after
the date on which the resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock and to a holder
or holders of record of outstanding shares of stock when the corporation is
authorized to issue only one class of shares of stock and said reference also is
intended to include any outstanding share or shares of stock and any holder or
holders of record of outstanding shares of stock of any class or series upon
which or upon whom the Articles of Incorporation confers such rights where there
are two or more classes or series of shares or upon which or upon whom the
General Corporation Law confers such rights notwithstanding that the Articles of
Incorporation may provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights thereunder.
5. STOCKHOLDER MEETINGS.
(a) ANNUAL MEETINGS. If a meeting of the stockholders of the
corporation is required by the Investment Company Act of 1940, as amended, to
elect the directors, then there shall be submitted to the stockholders at such
meeting the question of the election of directors, and a meeting called for that
purpose shall be designated the annual meeting of stockholders for that year. In
other years in which no action by stockholders is required for the aforesaid
election of directors, no annual meeting need be held.
(b) SPECIAL MEETINGS. Special stockholder meetings for any purpose may
be called by the Chairman of the Board of Directors, if any, the Board of
Directors or the President and shall be called by the Secretary for the purpose
of removing a Director and for all other purposes whenever the holders of shares
entitled to at least ten percent (10%) of all the votes entitled to be cast at
such meeting shall make a duly authorized request that such meeting be called.
Such request shall state the purpose of such meeting and the matters proposed to
be acted on thereat, and no other business shall be transacted at any such
special meeting. In addition, the Directors will promptly call a meeting of
shareholders for the purpose of voting upon the question of removal of any
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Director when requested to do so in writing by the recordholders of not less
than ten percent (10%) of the Company's outstanding shares. Notwithstanding the
foregoing, unless requested by stockholders entitled to cast a majority of the
votes entitled to be cast at the meeting, a special meeting of the stockholders
need not be called at the request of stockholders to consider any matter that is
substantially the same as a matter voted on at any special meeting of the
stockholders held during the preceding twelve (12) months.
(c) PLACE AND TIME. Stockholder meetings shall be held at such place,
either within the State of Maryland or at such other place within the United
States, and at such date or dates as the directors from time to time may fix.
(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written or
printed notice of all meetings shall be given by the Secretary and shall state
the time and place of the meeting. The notice of a special meeting shall state
in all instances the purpose or purposes for which the meeting is called.
Written or printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to him personally or by leaving it at his
residence or usual place of business not less than ten days and not more than
ninety days before the date of the meeting, unless any provisions of the General
Corporation Law shall prescribe a different elapsed period of time, to each
stockholder at his address appearing on the books of the corporation or the
address supplied by him for the purpose of notice. If mailed, notice shall be
deemed to be given when deposited in the United States mail addressed to the
stockholder at his post office address as it appears on the records of the
corporation with postage thereon prepaid. Whenever any notice of the time, place
or purpose of any meeting of stockholders is required to be given under the
provisions of these by-laws or of the General Corporation Law, a waiver thereof
in writing, signed by the stockholder and filed with the records of the meeting,
whether before or after the holding thereof, or actual attendance or
representation at the meeting shall be deemed equivalent to the giving of such
notice to such stockholder. The foregoing requirements of notice also shall
apply, whenever the corporation shall have any class of stock which is not
entitled to vote, to holders of stock who are not entitled to vote at the
meeting, but who are entitled to notice thereof and to dissent from any action
taken thereat.
(e) STATEMENT OF AFFAIRS. The President of the corporation or, if the
Board of Directors shall determine otherwise, some other executive officer
thereof, shall prepare or cause to be prepared annually a full and correct
statement of the affairs of the corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year, which shall be
filed at the principal office of the corporation in the State of Maryland.
(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting: the Chairman of the Board, the President, a Vice President or, if
none of the foregoing is in office and present and acting, by a chairman to be
chosen by the stockholders. The Secretary of the corporation or, in his absence,
an Assistant Secretary, shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present the chairman of the meeting
shall appoint a secretary of the meeting.
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(g) PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether for the purposes of determining his presence
at a meeting, or whether by waiving notice of any meeting, voting or
participating at a meeting, expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by the stockholder or by his
duly authorized attorney-in-fact and filed with the Secretary of the
corporation. No unrevoked proxy shall be valid after eleven months from the date
of its execution, unless a longer time is expressly provided therein.
(h) INSPECTORS OF ELECTION. The directors, in advance of any meeting,
may, but need not, appoint one or more inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath to execute faithfully the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum and the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the person presiding at the meeting
or any stockholder, the inspector or inspectors, if any, shall make a report in
writing of any challenge, question or matter determined by him or them and
execute a certificate of any fact found by him or them.
(i) VOTING. Each share of stock shall entitle the holder thereof to
one vote with respect to each matter on which he is entitled to vote under the
Articles of Incorporation, except in the election of directors, at which each
said vote may be cast for as many persons as there are directors to be elected.
Except for election of directors, a majority of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any matter which may come before a meeting,
unless more than a majority of votes cast is required by the corporation's
Articles of Incorporation or by law. A plurality of all the votes cast at a
meeting at which a quorum is present shall be sufficient to elect a director.
(j) QUORUM. At any meeting of stockholders the presence in person or
by proxy of one-third of the shares of stock of the corporation entitled to vote
thereat shall constitute a quorum. In the absence of a quorum, the stockholders
present in person or by proxy, by majority vote and without notice other than by
announcement at the meeting, may adjourn the meeting from time to time, but not
for a period exceeding 120 days after the original record date until a quorum
shall attend.
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(k) ADJOURNED MEETINGS. A meeting of stockholders convened on the date
for which it is called (including one adjourned to achieve a quorum as above
provided) may be adjourned from time to time without further notice to a date
not more than 120 days after the original record date, and any business may be
transacted at any adjourned meeting which could have been transacted at the
meeting as originally called.
6. INFORMAL ACTION. Any action required or permitted to be taken at a
meeting of stockholders may be taken without a meeting if a consent in writing,
setting forth such action, is signed by all the stockholders entitled to vote on
the subject matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in writing any
rights which they may have to dissent from such action and such consent and
waiver are filed with the records of the corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed under the direction of a Board of Directors. The use of the
phrase "entire board" herein refers to the total number of directors which the
corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural person being
at least eighteen years of age. A director need not be a stockholder, a citizen
of the United States or a resident of the State of Maryland. The initial Board
of Directors shall consist of eleven persons. Thereafter, the number of
directors constituting the entire board shall never be less than three or the
number of shareholders, whichever is less. At any regular meeting or at any
special meeting called for that purpose, a majority of the entire Board of
Directors may increase or decrease the number of directors, provided that the
number thereof shall never be less than three or the number of shareholders,
whichever is less, nor more than twenty and further provided that the tenure of
office of a director shall not be affected by any decrease in the number of
directors.
3. ELECTION AND TERM. The first Board of Directors shall consist of the
directors named in the Articles of Incorporation and shall hold office until the
first meeting of stockholders or until their successors have been elected and
qualified. Thereafter, directors who are elected at a meeting of stockholders,
and directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until their successors have been elected and
qualified. Newly created directorships and any vacancies in the Board of
Directors, other than vacancies resulting from the removal of directors by the
stockholders, may be filled by the Board of Directors, subject to the provisions
of the Investment Company Act of 1940. Newly created directorships filled by the
Board of Directors shall be by action of a majority of the entire Board of
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Directors prior to board expansion. All vacancies to be filled by the Board of
Directors may be filled by a majority of the remaining members of the Board of
Directors, although such majority is less than a quorum thereof.
4. MEETINGS.
(a) TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors conveniently may assemble.
(b) PLACE. Meetings shall be held at such place within or without the
State of Maryland as shall be fixed by the Board.
(c) CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the President or of a majority of the directors in office.
(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever any notice of
the time, place or purpose of any meeting of directors or any committee thereof
is required to be given under the provisions of the General Corporation Law or
of these by-laws, a waiver thereof in writing, signed by the director or
committee member entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual attendance at
the meeting shall be deemed equivalent to the giving of such notice to such
director or such committee member.
(e) QUORUM AND ACTION. One third of the entire Board of Directors (but
in no event less than two Directors unless there is only one Director) shall
constitute a quorum. A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting to another time and place. Except as
otherwise specifically provided by the Articles of Incorporation, the General
Corporation Law, the Investment Company Act of 1940, as amended, or these
by-laws, the action of a majority of the directors present at a meeting at which
a quorum is present shall be the action of the Board of Directors.
(f) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, or the President or any other director chosen by the Board,
shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for
cause or without cause by the stockholders, who may elect a successor or
successors to fill any resulting vacancy or vacancies for the unexpired term of
the removed director or directors.
6. COMMITTEES. The Board of Directors may appoint from among its members an
Executive Committee and other committees composed of two or more directors and
may delegate to such committee or committees, in the intervals between meetings
of the Board of Directors, any or all of the powers of the Board of Directors in
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the management of the business and affairs of the corporation to the extent
permitted by law. In the absence of any member of any such committee, the
members thereof present at any 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.
7. INFORMAL ACTION. 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 a written consent to such action is signed by all members
of the Board of Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board or any
such committee.
8. TELEPHONE MEETING. Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and shall have a
President, a Secretary and a Treasurer, who shall be elected by the Board of
Directors, and may have such other officers, assistant officers and agents as
the Board of Directors shall authorize from time to time. Any two or more
offices, except those of President and Vice President, may be held by the same
person, but no person shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law to be executed,
acknowledged or verified by two or more officers.
Any officer or agent may be removed by the Board of Directors whenever, in
its judgment, the best interests of the corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation in the State of
Maryland is 300 East Lombard Street, Suite 1400, Baltimore, Maryland 21202. The
name and address of the resident agent in the State of Maryland are: CT
Corporation Trust, 300 East Lombard Street, Suite 1400, Baltimore, Maryland
21202.
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The corporation shall maintain, at its principal office in the State of
Maryland prescribed by the General Corporation Law or at the business office or
an agency of the corporation, an original or duplicate stock ledger containing
the names and addresses of all stockholders and the number of shares of each
class held by each stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a reasonable time
for visual inspection.
The corporation shall keep at said principal office in the State of
Maryland the original or a certified copy of the by-laws, including all
amendments thereto, and shall duly file thereat the annual statement of affairs
of the corporation prescribed by Section 2-313 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The Board of Directors may provide a suitable corporate seal. The corporate
seal shall have inscribed thereon the name of the corporation and shall be in
such form and contain such other words and/or figures as the Board of Directors
shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws is vested in the
Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall
indemnify its directors to the fullest extent that indemnification of directors
is permitted by the law. The corporation shall indemnify its officers to the
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same extent as its directors and to such further extent as is consistent with
law. The corporation shall indemnify its directors and officers who while
serving as directors or officers also serve at the request of the corporation as
a director, officer, partner, trustee, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan to the same extent as its directors and, in the case of officers,
to such further extent as is consistent with law. The indemnification and other
rights provided by this Article shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person. This Article shall not protect any such
person against any liability to the corporation or any stockholder thereof to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct").
2. ADVANCES. Any current or former director or officer of the corporation
seeking indemnification within the scope of this Article shall be entitled to
advances from the corporation for payment of the reasonable expenses incurred by
him in connection with the matter as to which he is seeking indemnification in
the manner and to the fullest extent permissible under the General Corporation
Law. The person seeking indemnification shall provide to the corporation a
written affirmation of his good faith belief that the standard of conduct
necessary for indemnification by the corporation has been met and a written
undertaking to repay any such advance if it should ultimately be determined that
the standard of conduct has not been met. In addition, at least one of the
following additional conditions shall be met: (a) the person seeking
indemnification shall provide a security in form and amount acceptable to the
corporation for his undertaking; (b) the corporation is insured against losses
arising by reason of the advance; or (c) a majority of a quorum of directors of
the corporation who are neither "interested persons" as defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended, nor parties to the
proceeding ("disinterested non-party directors"), or independent legal counsel,
in a written opinion, shall have determined, based on a review of facts readily
available to the corporation at the time the advance is proposed to be made,
that there is reason to believe that the person seeking indemnification will
ultimately be found to be entitled to indemnification.
3. PROCEDURE. At the request of any person claiming indemnification under
this Article, the Board of Directors shall determine, or cause to be determined,
in a manner consistent with the General Corporation Law, whether the standards
required by this Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or other body before
whom the proceeding was brought that the person to be indemnified was not liable
by reason of disabling conduct or (b) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the person to
be indemnified was not liable by reason of disabling conduct by (i) the vote of
a majority of a quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees and agents who are
not officers or directors of the corporation may be indemnified, and reasonable
expenses may be advanced to such employees or agents, as may be provided by
action of the Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.
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5. OTHER RIGHTS. The Board of Directors may make further provision
consistent with law for indemnification and advance of expenses to directors,
officers, employees and agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other agreement
or resolution of stockholders or disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the General Corporation
Law and to the Investment Company Act of 1940 as from time to time amended. No
amendment of the by-laws shall affect any right of any person under this Article
based on any event, omission or proceeding prior to the amendment.
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