EXHIBIT (b)
BYLAWS
OF
AMERICAN EAGLE FUNDS, INC.
(AS AMENDED THROUGH NOVEMBER 3, 2000)
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1.01. Name. The name of the corporation is American Eagle
Funds, Inc. The name of the series represented by the Corporation's Series A
Common Shares shall be "American Eagle Capital Appreciation Fund." The name of
the series represented by the Corporation's Series B Common Shares shall be
"American Eagle Twenty Fund." The name of the series represented by the
Corporation's Series C Common Shares shall be "American Eagle Large-Cap Growth
Fund."
Section 1.02. Registered Office. The registered office of the
Corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of Incorporation
or resolution of the directors filed with the Secretary of State of Minnesota
changing the registered office.
Section 1.03. Other Offices. The Corporation may have such other
offices, within or without the State of Minnesota, as the directors shall, from
time to time, determine.
Section 1.04. No Corporate Seal. The Corporation shall have no
corporate seal.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01. Place and Time of Meeting. Except as provided otherwise
by Minnesota Statutes Chapter 302A, meetings of the shareholders may be held at
any place, within or without the State of Minnesota, designated by the directors
and, in the absence of such designation, shall be held at the registered office
of the Corporation in the State of Minnesota. The directors shall designate the
time of day for each meeting and, in the absence of such designation, every
meeting of shareholders shall be held at ten o'clock a.m.
Section 2.02. Regular Meetings. The Corporation is not required to hold
annual meetings of shareholders. Regular meetings shall be held only with such
frequency and at such times and places as provided in and required by Minnesota
Statutes Section 302A.431.
Section 2.03. Special Meetings. Special meetings of the shareholders
may be held at any time and for any purpose and may be called by the Chairman of
the Board, the President, any two
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directors, or by one or more shareholders holding ten percent (10%) or more of
the shares entitled to vote on the matters to be presented to the meeting.
Section 2.04. Quorum, Adjourned Meetings. The holders of ten percent
(10%) of the shares outstanding and entitled to vote shall constitute a quorum
for the transaction of business at any regular or special meeting. In case a
quorum shall not be present at a meeting, those present in person or by proxy
shall adjourn the meeting to such day as they shall, by majority vote, agree
upon without further notice other than by announcement at the meeting at which
such adjournment is taken. If a quorum is present, a meeting may be adjourned
from time to time without notice other than announcement at the meeting. At
adjourned meetings at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally noticed. If a
quorum is present, the shareholders may continue to transact business until
adjournment notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 2.05. Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Each shareholder, unless the Articles of Incorporation provide
otherwise, shall have one vote for each share having voting power registered in
his name on the books of the Corporation. Except as otherwise specifically
provided by these Bylaws or as required by provisions of the Investment Company
Act of 1940 and the rules and regulations promulgated thereunder, as now
enacted, promulgated or hereafter amended (collectively, the "Investment Company
Act"), or other applicable laws, all questions shall be decided by a majority
vote of the number of shares entitled to vote and represented at the meeting at
the time of the vote. If the matter(s) to be presented at a regular or special
meeting relates only to particular classes or series of the Corporation, then
only the shareholders of such classes or series are entitled to vote on such
matter(s).
Section 2.06. Voting - Proxies. The right to vote by proxy shall exist
only if the instrument authorizing such proxy to act shall have been executed in
writing by the shareholder himself or by his attorney thereunto duly authorized
in writing. No proxy shall be voted after eleven months from its date unless it
provides for a longer period.
Section 2.07. Closing of Books. The Board of Directors may fix a time,
not exceeding sixty (60) days preceding the date of any meeting of shareholders,
as a record date for the determination of the shareholders entitled to notice
of, and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the Corporation after any record date so fixed. The Board of Directors
may close the books of the Corporation against the transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date for determination of the shareholders entitled to notice of, and to
vote at, any meeting of shareholders, the record date shall be the thirtieth
(30th) day preceding the date of such meeting.
Section 2.08. Notice of Meetings. There shall be mailed to each
shareholder, shown by the books of the Corporation to be a holder of record of
voting shares, at his address as shown by the books of the Corporation, a notice
setting out the date, time and place of each regular meeting and each special
meeting, except where the meeting is an adjourned meeting and the date, time and
place of the meeting were announced at the time of adjournment, which notice
shall be mailed within the period required by law. Every notice of any special
meeting shall state the
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purpose or purposes for which the meeting has been called, pursuant to Section
2.03, and the business transacted at all special meetings shall be confined to
the purpose stated in such notice.
Section 2.09. Waiver of Notice. Notice of any regular or special
meeting may be waived either before, at or after such meeting orally or in a
writing signed by each shareholder or representative thereof entitled to vote
the shares so represented. A shareholder, by his attendance at any meeting of
shareholders, shall be deemed to have waived notice of such meeting, except
where the shareholder objects at the beginning of the meeting to the transaction
of business because the item may not lawfully be considered at that meeting and
does not participate at that meeting in the consideration of the item at that
meeting.
Section 2.10. Written Action. Any action which might be taken at a
meeting of the shareholders may be taken without a meeting if done in writing
and signed by all of the shareholders entitled to vote on that action. If the
action to be taken relates to particular classes or series of the Corporation,
then only shareholders of such classes or series are entitled to vote on such
action.
ARTICLE III
DIRECTORS
Section 3.01. Number, Qualification and Term of Office. Until the first
meeting of shareholders, the number of directors shall be the number named in
the Articles of Incorporation. Thereafter, the number of directors shall be
established by resolution of the shareholders (subject to the authority of the
Board of Directors to increase or decrease the number of directors as permitted
by law). In the absence of such shareholder resolution, the number of directors
shall be the number last fixed by the shareholders, the Board of Directors or
the Articles of Incorporation. Directors need not be shareholders. Each of the
directors shall hold office until the regular meeting of shareholders next held
after his election and until his successor shall have been elected and shall
qualify, or until the earlier death, resignation, removal or disqualification of
such director.
Section 3.02. Election of Directors. Except as otherwise provided in
Sections 3.11 and 3.12 hereof, the directors shall be elected at the regular
shareholders' meeting. In the event that directors are not elected at a regular
shareholders' meeting, then directors may be elected at a special shareholders'
meeting, provided that the notice of such meeting shall contain mention of such
purpose. At each shareholders' meeting for the election of directors, the
directors shall be elected by a plurality of the votes validly cast at such
election. Each holder of shares of each class or series of shares of the
Corporation shall be entitled to vote for directors and shall have equal voting
power for each share of each class or series of the Corporation.
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Section 3.03. General Powers.
(a) Except as otherwise permitted by statute, the property, affairs and
business of the Corporation shall be managed by the Board of Directors, which
may exercise all the powers of the Corporation except those powers vested solely
in the shareholders of the Corporation by statute, the Articles of Incorporation
or these Bylaws, as amended.
(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 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.
Section 3.04. Power to Declare Dividends.
(a) The Board of Directors, from time to time as they may deem
advisable, may declare and pay dividends in cash or other property of the
Corporation, out of any source available for dividends, to the shareholders of
each class or series of shares of the Corporation according to their respective
rights and interests in the investment portfolio of the Corporation issuing such
class or series of shares.
(b) 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 accumulated and accrued undistributed net income of
each class or series of shares (determined in accordance with generally
accepted accounting practice and the rules and regulations of the
Securities and Exchange Commission (the "SEC") then in effect) and not
including profits or losses realized upon the sale of securities or
other properties; or
(ii) the net income of each class or series of shares 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 SEC may prescribe.
(c) Notwithstanding the above provisions of this Section 3.04, the
Board of Directors may at any time declare and distribute pro rata among the
shareholders of each class or series of shares a "stock dividend" out of the
authorized but unissued shares of each class or series, including any shares
previously purchased by a class or series of the Corporation.
Section 3.05. Board Meetings. Meetings of the Board of Directors may be
held from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.
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Section 3.06. Calling Meetings, Notice. A director may call a meeting
of the Board of Directors by giving ten (10) days notice to all directors of the
date, time and place of the meeting; PROVIDED, HOWEVER, that if the day or date,
time and place of a meeting of the Board of Directors have been announced at a
previous meeting of the Board of Directors, no notice is required.
Section 3.07. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at or after such meeting
orally or in a writing signed by such director. A director, by his attendance
and participation in the action taken at any meeting of the Board of Directors,
shall be deemed to have waived notice of such meeting, except where the director
objects at the beginning of the meeting to the transaction of business because
the item may not lawfully be considered at that meeting and does not participate
at that meeting in the consideration of the item at that meeting.
Section 3.08. Quorum. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting; PROVIDED, HOWEVER, that
notwithstanding the above, if the Board of Directors is taking action pursuant
to the Investment Company Act, a majority of directors who are not "interested
persons" (as defined by the Investment Company Act) of the Corporation shall
constitute a quorum for taking such action.
Section 3.09. Advance Consent or Opposition. A director may give
advance written consent or opposition to a proposal to be acted on at a meeting
of the Board of Directors. If such director is not present at the meeting,
consent or opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected. This procedure
shall not be used to act on any investment advisory agreement or plan of
distribution adopted under Rule 12b-1 of the Investment Company Act.
Section 3.10. Conference Communications. Any or all directors may
participate in any meeting of the Board of Directors, or of any duly constituted
committee thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting. For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.10 shall be deemed present in person at
the meeting, and the place of the meeting shall be the place of origination of
the conference communication. This procedure shall not be used to act on any
investment advisory agreement or plan of distribution adopted under Rule 12b-1
of the Investment Company Act.
Section 3.11. Vacancies; Newly Created Directorships. Vacancies in the
Board of Directors of the Corporation occurring by reason of death, resignation,
removal or disqualification shall be filled for the unexpired term by a majority
of the remaining directors, although less than a quorum; newly created
directorships resulting from an increase in the authorized number of directors
by action of the Board of Directors as permitted by Section 3.01 may be filled
by a two-thirds (2/3) vote of the directors serving at the time of such
increase; and each person so elected shall be a director until his successor is
elected by the shareholders at their
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next regular or special meeting; PROVIDED, HOWEVER, that no vacancy can be
filled as provided above if prohibited by the provisions of the Investment
Company Act.
Section 3.12. Removal. The entire Board of Directors or an individual
director may be removed from office, with or without cause, by a vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors. In the event that the entire Board of Directors or any one or more
directors be so removed, new directors shall be elected at the same meeting, or
the remaining directors may, to the extent vacancies are not filled at such
meeting, fill any vacancy or vacancies created by such removal. A director named
by the Board of Directors to fill a vacancy may be removed from office at any
time, with or without cause, by the affirmative vote of the remaining directors
if the shareholders have not elected directors in the interim between the time
of the appointment to fill such vacancy and the time of the removal.
Section 3.13. Committees. A resolution approved by the affirmative vote
of a majority of the Board of Directors may establish committees having the
authority of the Board of Directors in the management of the business of the
Corporation to the extent provided in the resolution. A committee shall consist
of one or more persons, who need not be directors, appointed by affirmative vote
of a majority of the directors present. Committees are subject to the direction
and control of, and vacancies in the membership thereof shall be filled by, the
Board of Directors. A majority of the members of the committee present at a
meeting is a quorum for the transaction of business, unless a larger or smaller
proportion or number is provided in a resolution approved by the affirmative
vote of a majority of the directors present.
Section 3.14. Written Action. Except as provided in the Investment
Company Act, any action which might be taken at a meeting of the Board of
Directors, or any duly constituted committee thereof, may be taken without a
meeting if done in writing and signed by that number of directors or committee
members that would be required to take the same action at a meeting of the Board
of Directors or committee thereof at which all directors or committee members
were present; PROVIDED, HOWEVER, that any action which also requires shareholder
approval may be taken by written action only if such writing is signed by all of
the directors or committee members entitled to vote on such matter .
Section 3.15. Compensation. Directors shall receive such fixed sum per
meeting attended or such fixed annual sum as shall be determined, from time to
time, by resolution of the Board of Directors. All directors shall receive their
expenses, if any, of attendance at meetings of the Board of Directors or any
committee thereof. Nothing herein contained shall be construed to preclude any
director from serving this Corporation in any other capacity and receiving
proper compensation therefor.
ARTICLE IV
OFFICERS
Section 4.01. Number. The officers of the Corporation shall consist of
a Chairman of the Board (if one is elected by the Board of Directors), the
President, one or more Vice Presidents (if desired by the Board of Directors), a
Secretary, a Treasurer and such other officers and agents as
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may, from time to time, be elected by the Board of Directors. Any number of
offices may be held by the same person.
Section 4.02. Election, Term of Office and Qualifications. The Board of
Directors shall elect, from within or without their number, the officers
referred to in Section 4.01, each of whom shall have the powers, rights, duties,
responsibilities and terms in office provided for in these Bylaws or a
resolution of the Board of Directors not inconsistent therewith. The President
and all other officers who may be directors shall continue to hold office until
the election and qualification of their successors, notwithstanding an earlier
termination of their directorship.
Section 4.03. Resignation. Any officer may resign his office at any
time by delivering a written resignation to the Corporation. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Section 4.04. Removal and Vacancies. Any officer may be removed from
his office by a majority of the Board of Directors with or without cause. Such
removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the Corporation
by reason of death, resignation or otherwise, such vacancy shall be filled for
the unexpired term by the Board of Directors.
Section 4.05. Chairman of the Board. The Chairman of the Board, if one
is elected, shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.
Section 4.06. President. The President shall have general active
management of the business of the Corporation. In the absence of the Chairman of
the Board, he shall preside at all meetings of the shareholders and directors.
He shall be the chief executive officer of the Corporation and shall see that
all orders and resolutions of the Board of Directors are carried into effect. He
shall be ex officio a member of all standing committees. He may execute and
deliver, in the name of the Corporation, any deeds, mortgages, bonds, contracts
or other instruments pertaining to the business of the Corporation and, in
general, shall perform all duties usually incident to the office of the
President. He shall have such other duties as may, from time to time, be
prescribed by the Board of Directors.
Section 4.07. Vice President. Each Vice President shall have such
powers and shall perform such duties as may be specified in these Bylaws or
prescribed by the Board of Directors or by the President. In the event of the
absence or disability of the President, Vice Presidents shall succeed to his
power and duties in the order designated by the Board of Directors.
Section 4.08. Secretary. The Secretary shall be secretary of, and shall
attend, all meetings of the shareholders and Board of Directors and shall record
all proceedings of such meetings in the minute book of the Corporation. He shall
give proper notice of meetings of shareholders and directors. He shall keep the
seal of the Corporation and shall affix the same to any instrument requiring it
and may, when necessary, attest the seal by his signature. He shall perform such
other duties as may, from time to time, be prescribed by the Board of Directors
or by the President.
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Section 4.09. Treasurer. The Treasurer shall be the chief financial
officer and shall keep accurate accounts of all money of the Corporation
received or disbursed. He shall deposit all moneys, drafts and checks in the
name of, and to the credit of, the Corporation in such banks and depositories as
a majority of the Board of Directors shall, from time to time, designate. He
shall have power to endorse, for deposit, all notes, checks and drafts received
by the Corporation. He shall disburse the funds of the Corporation, as ordered
by the Board of Directors, making proper vouchers therefor. He shall render to
the President and the directors, whenever required, an account of all his
transactions as Treasurer and of the financial condition of the Corporation, and
shall perform such other duties as may, from time to time, be prescribed by the
Board of Directors or by the President.
Section 4.10. Assistant Secretaries. At the request of the Secretary,
or in his absence or disability, any Assistant Secretary shall have power to
perform all the duties of the Secretary, and, when so acting, shall have all the
powers of, and be subject to all restrictions upon, the Secretary. The Assistant
Secretaries shall perform such other duties as from time to time may be assigned
to them by the Board of Directors or by the President.
Section 4.11. Assistant Treasurers. At the request of the Treasurer, or
in his absence or disability, any Assistant Treasurer shall have power to
perform all the duties of the Treasurer, and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Treasurer. The
Assistant Treasurers shall perform such other duties as from time to time may be
assigned to them by the Board of Directors or by the President.
Section 4.12. Compensation. The officers of this Corporation shall
receive such compensation for their services as may be determined, from time to
time, by resolution of the Board of Directors.
Section 4.13. 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 or the rules and
regulations of the SEC) 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 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 hands. In any such case, a new bond of like
character shall be given at least every six years, so that the date of the new
bond shall not be more than six years subsequent to the date of the bond
immediately preceding.
ARTICLE V
SHARES AND THEIR TRANSFER AND REDEMPTION
Section 5.01. Certificate for Shares.
(a) The Corporation may have certificated or uncertificated shares, or
both, as designated by resolution of the Board of Directors. Every owner of
certificated shares of the Corporation shall be entitled to a certificate, to be
in such form as shall be prescribed by the Board of Directors, certifying the
number of shares of the Corporation owned by him. Within a reasonable
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time after the issuance or transfer of uncertificated shares, the Corporation
shall send to the new shareholder the information required to be stated on
certificates. Certificated shares shall be numbered in the order in which they
shall be issued and shall be signed, in the name of the Corporation, by the
President or a Vice President and by the Secretary or an Assistant Secretary or
by such officers as the Board of Directors may designate. Such signatures may be
by facsimile if authorized by the Board of Directors. Every certificate
surrendered to the Corporation for exchange or transfer shall be canceled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled, except
in cases provided for in Section 5.08.
(b) In case any officer, transfer agent or registrar who shall have
signed any such certificate, or whose facsimile signature has been placed
thereon, shall cease to be such an officer (because of death, resignation or
otherwise) before such certificate is issued, such certificate may be issued and
delivered by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
Section 5.02. Issuance of Shares. The Board of Directors is authorized
to cause to be issued shares of the Corporation up to the full amount authorized
by the Articles of Incorporation in such classes or series and in such amounts
as may be determined by the Board of Directors and as may be permitted by law.
No shares shall be allotted except in consideration of cash or other property,
tangible or intangible, received or to be received by the Corporation under a
written agreement, of services rendered or to be rendered to the Corporation
under a written agreement, or of an amount transferred from surplus to stated
capital upon a share dividend. At the time of such allotment of shares, the
Board of Directors making such allotments shall state, by resolution, their
determination of the fair value to the Corporation in monetary terms of any
consideration other than cash for which shares are allotted. No shares issued by
the Corporation shall be issued, sold or exchanged by or on behalf of the
Corporation for any amount less than the net asset value per share of the shares
outstanding as determined pursuant to Article X hereunder.
Section 5.03. Redemption of Shares. Upon the demand of any shareholder,
this Corporation shall redeem any share issued by it held and owned by such
shareholder at the net asset value thereof as determined pursuant to Article X
hereunder. The Board of Directors may suspend the right of redemption or
postpone the date of payment during any period when: (a) trading on the New York
Stock Exchange is restricted or such Exchange is closed for other than weekends
or holidays; (b) the SEC has by order permitted such suspension; or (c) an
emergency as defined by rules of the SEC exists, making disposal of portfolio
securities or valuation of net assets of the Corporation not reasonably
practicable.
If following a redemption request by any shareholder of the
Corporation, the value of such shareholder's interest in the Corporation falls
below the required minimum investment, as may be set from time to time by the
Board of Directors, the Corporation's officers are authorized, in their
discretion and on behalf of the Corporation, to redeem such shareholder's entire
interest and remit such amount, provided that such a redemption will only be
effected by the Corporation following: (a) a redemption by a shareholder, which
causes the value of such shareholder's interest in the Corporation to fall below
the required minimum investment; (b) the mailing by the Corporation to such
shareholder of a "notice of intention to redeem"; and (c) the passage of at
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least sixty (60) days from the date of such mailing, during which time the
shareholder will have the opportunity to make an additional investment in the
Corporation to increase the value of such shareholder's account to at least the
required minimum investment.
Section 5.04. Transfer of Shares. Transfer of shares on the books of
the Corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares or a duly executed assignment covering shares held
in uncertificated form. The Corporation may treat, as the absolute owner of
shares of the Corporation, the person or persons in whose name shares are
registered on the books of the Corporation.
Section 5.05. Registered Shareholders. The Corporation shall be
entitled to treat the holder of record of any share or shares as the holder in
fact thereof and accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by the laws of the State of Minnesota.
Section 5.06. 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 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 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.
Section 5.07. Transfer Regulations. The shares of the Corporation may
be freely transferred, and the Board of Directors may from time to time adopt
rules and regulations with reference to the method of transfer of shares of the
Corporation.
Section 5.08. Lost, Stolen, Destroyed and Mutilated Certificates. The
holder of any shares of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of any certificate therefor, and
the Board of Directors may, in its discretion, cause to be issued to him a new
share certificate or certificates, upon the surrender of the mutilated
certificate or, in case of loss, theft or destruction of the certificate, upon
satisfactory proof of such loss, theft or destruction. A new share certificate
or certificates will be issued to the owner of the lost, stolen or destroyed
certificate only after such owner, or his legal representatives, gives to the
Corporation and to such registrar or transfer agent as may be authorized or
required to countersign such new certificate or certificates a bond, in such sum
as they may direct, and with such surety or sureties as they may direct, as
indemnity against any claim that may be made against them or any of them on
account of or in connection with the alleged loss, theft or destruction of any
such certificate.
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ARTICLE VI
DIVIDENDS
Section 6.01. Payment of Dividends. The net investment income of each
class or series of shares of the Corporation will be determined, and its
dividends shall be declared and made payable at such time(s), as the Board of
Directors shall determine; dividends shall be payable to shareholders of record
as of the date of declaration.
Section 6.02. Regulated Investment Company Qualification and Election.
It shall be the policy of each class or series of shares of the Corporation to
qualify for and elect the tax treatment applicable to regulated investment
companies under the Internal Revenue Code, so that such class or series will not
be subjected to federal income tax on such part of its income or capital gains
as it distributes to shareholders.
ARTICLE VII
BOOKS AND RECORDS, AUDIT, FISCAL YEAR
Section 7.01. Share Register. The Board of Directors of the Corporation
shall cause to be kept at its principal executive office, or at another place or
places within the United States determined by the Board of Directors:
(1) a share register not more than one year old, containing
the names and addresses of the shareholders and the number and classes
or series of shares held by each shareholder; and
(2) a record of the dates on which certificates or transaction
statements representing shares were issued.
Section 7.02. Other Books and Records. The Board of Directors shall
cause to be kept at the Corporation's principal executive office, or, if its
principal executive office is not in the State of Minnesota, shall make
available at its registered office within ten days after receipt by an officer
of the Corporation of a written demand for them made by a shareholder or other
person authorized by Minnesota Statutes Section 302A.461, originals or copies
of:
(1) records of all proceedings of shareholders for the last
three years;
(2) records of all proceedings of the Board of Directors for
the last three years;
(3) its Articles of Incorporation and all amendments currently
in effect;
(4) its Bylaws and all amendments currently in effect;
(5) financial statements required by Minnesota Statutes
Section 302A.463 and the financial statement for the most recent
interim period prepared in the course of the operation of the
Corporation for distribution to the shareholders or to a governmental
agency as a matter of public record;
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(6) reports made to shareholders generally within the last
three years;
(7) a statement of the names and usual business addresses of
its directors and principal officers;
(8) any shareholder voting or control agreements of which the
Corporation is aware; and
(9) such other records and books of account as shall be
required by law or necessary and appropriate to the conduct of the
corporate business.
Section 7.03. Audit; Accountant.
(a) The Board of Directors shall cause the records and books of account
of the Corporation to be audited at least once in each fiscal year and at such
other times as it may deem necessary or appropriate.
(b) The Corporation shall employ an independent public accountant or
firm of independent public accountants to examine the accounts of the
Corporation and to sign and certify financial statements filed by the
Corporation. The independent accountant's certificates and reports shall be
addressed both to the Board of Directors and to the shareholders.
Section 7.04. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.
ARTICLE VIII
INDEMNIFICATION OF CERTAIN PERSONS
Section 8.01. The Corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Section 302A.521 of the Minnesota Statutes, as now
enacted or hereafter amended; PROVIDED, HOWEVER, that no such indemnification
may be made if it would be in violation of Section 17(h) of the Investment
Company Act.
ARTICLE IX
VOTING OF STOCK HELD
Section 9.01. Unless otherwise provided by resolution of the Board of
Directors, the President, any Vice President, the Secretary or the Treasurer,
may from time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation or association, any of whose shares or securities may be
held by the Corporation, at meetings of the holders of the shares or other
securities of any such other corporation or
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association, or to consent in writing to any action by any such other
corporation or association, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, consents, waivers or other instruments
as it may deem necessary or proper; or any of such officers may themselves
attend any meeting of the holders of shares or other securities of any such
corporation or association and thereat vote or exercise any or all other rights
of the Corporation as the holder of such shares or other securities of such
other corporation or association, or consent in writing to any action by any
such other corporation or association.
ARTICLE X
VALUATION OF NET ASSET VALUE
10.01. The net asset value per share of each class or series of shares
of the Corporation shall be determined in good faith by or under supervision of
the officers of the Corporation as authorized by the Board of Directors as often
and on such days and at such time(s) as the Board of Directors shall determine,
or as otherwise may be required by law, rule, regulation or order of the SEC.
ARTICLE XI
CUSTODY OF ASSETS
Section 11.01. All securities and cash owned by the Corporation shall,
as hereinafter provided, be held by or deposited with a bank or trust company
having (according to its last published report) not less than two million
dollars ($2,000,000) aggregate capital, surplus and undivided profits (the
"Custodian").
The Corporation shall enter into a written contract with the Custodian
regarding the powers, duties and compensation of the Custodian with respect to
the cash and securities of the Corporation held by the Custodian. Such contract
and all amendments thereto shall be approved by the Board of Directors of the
Corporation. In the event of the Custodian's resignation or termination, the
Corporation shall use its best efforts promptly to obtain a successor Custodian
and shall require that the cash and securities owned by the Corporation held by
the Custodian be delivered directly to such successor Custodian.
ARTICLE XII
AMENDMENTS
Section 12.01. These Bylaws may be amended or altered by a vote of the
majority of the Board of Directors at any meeting provided that notice of such
proposed amendment shall have been given in the notice given to the directors of
such meeting. Such authority in the Board of Directors is subject to the power
of the shareholders to change or repeal such Bylaws by a majority vote of the
shareholders present or represented at any regular or special meeting of
shareholders called for such purpose, and the Board of Directors shall not make
or alter any Bylaws fixing a quorum for meetings of shareholders, prescribing
procedures for removing
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directors or filling vacancies in the Board of Directors, or fixing the number
of directors or their classifications, qualifications or terms of office, except
that the Board of Directors may adopt or amend any Bylaw to increase or decrease
their number.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Interpretation. When the context in which words are used
in these Bylaws indicates that such is the intent, singular words will include
the plural and vice versa, and masculine words will include the feminine and
neuter genders and vice versa.
Section 13.02. Article and Section Titles. The titles of Sections and
Articles in these Bylaws are for descriptive purposes only and will not control
or alter the meaning of any of these Bylaws as set forth in the text.
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