BY-LAWS
OF
GRAHAM & CO. FUNDS, INC.
Article I
Offices
Section 1.01. Principal Office. The principal office of
Graham & Co. Funds, Inc. (the "Corporation") shall be in the
City of Baltimore, State of Maryland.
Section 1.02. Principal Executive Office. The principal
executive office of the Corporation shall be at 1700 West
Katella Avenue, 2nd Floor, Orange, CA 92867.
Section 1.03. Other Offices. The Corporation may have such
other offices in such places as the Board of Directors from time
to time may determine.
Article II
Meetings of Stockholders
Section 2.01. Annual Meeting. The Corporation shall not be
required to hold an annual meeting of its stockholders in any
year in which the election of directors is not required to be
acted upon under the Investment Company Act of 1940, as amended
(the "Investment Company Act"). In the event that the
Corporation shall be required to hold an annual meeting of
stockholders to elect directors by the Investment Company Act,
such meeting shall be held no later than 120 days after the
occurrence of the event requiring the meeting. Any stockholders'
meeting held in accordance with this Section for all purposes
shall constitute the annual meeting of stockholders for the year
in which the meeting is held.
Section 2.02. Special Meetings. Special meetings of the
stockholders, unless otherwise provided by law, may be called
for any purpose or purposes by a majority of the Board of
Directors, the President, or upon the written request of the
holders of at least a majority of the outstanding shares of
capital stock of the Corporation entitled to vote at such
meeting if they comply with Section 2-502(b) or (c) of the
Maryland General Corporation Law.
Section 2.03. Place of Meetings. Meetings of the
stockholders shall be held at such places as the Board of
Directors from time to time may determine.
Section 2.04. Notice of Meetings; Waiver of Notice. Notice of
the place, date and time of the holding of each stockholders'
meeting and, if the meeting is a special meeting, the purpose or
purposes of the special meeting, shall be given personally or by
mail or transmitted to the stockholder by electronic mail to any
electronic mail address of the stockholder or by any other
electronic means, not less than 10 nor more than 90 days before
the date of such meeting, to each stockholder entitled to vote
at such meeting and to each other stockholder 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
stockholder at his or her address as it appears on the records
of the Corporation, with postage thereon prepaid.
Notice of any meeting of stockholders shall be deemed waived
by any stockholder who shall attend such meeting in person or by
proxy, or who, either before or after the meeting, shall submit
a signed waiver of notice which is filed with the records of the
meeting. When a meeting is adjourned to another time and place,
unless the Board of Directors, after the adjournment, shall fix
a new record date for an adjourned meeting, or unless the
adjournment is for more than 120 days after the original record
date, notice of such adjourned meeting need not be given if the
time and place to which the meeting shall be adjourned were
announced at the meeting at which the adjournment is taken.
Section 2.05. Quorum. The presence in person or by proxy of
the holders of shares entitled to cast one-third of the votes
entitled to be cast shall constitute a quorum at any meeting of
stockholders, except with respect to any matter which requires
approval by a separate vote of one or more classes or series of
stock, in which case the presence in person or by proxy of the
holders of shares entitled to cast one-third of the votes
entitled to be cast by each class or series entitled to vote as
a separate class or series shall constitute a quorum. In the
absence of a quorum no business may be transacted, except that
the holders of a majority of the shares of stock present in
person or by proxy and entitled to vote may adjourn the meeting
from time to time, without notice other than announcement
thereat except as otherwise required by these By-Laws, until the
holders of the requisite amount of shares of stock shall be so
present. At any such adjourned meeting at which a quorum may be
present any business may be transacted which might have been
transacted at the meeting as originally called. The absence from
any meeting, in person or by proxy, of holders of the number of
shares of stock of the Corporation in excess of a majority
thereof which may be required by the laws of the State of
Maryland, the Investment Company Act, or other applicable
statute, the Articles of Incorporation, as amended (the
"Charter"), or these By-Laws, for action upon any given matter
shall not prevent action at such meeting upon any other matter
or matters which properly may come before the meeting, if there
shall be present thereat, in person or by proxy, holders of the
number of shares of stock of the Corporation required for action
in respect of such other matter or matters.
Section 2.06. Organization. At each meeting of the
stockholders, 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, a Vice President,
shall act as chairman of 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 2.07. Order of Business. The order of business at
all meetings of the stockholders shall be as determined by the
chairman of the meeting.
Section 2.08. Business at Annual Meeting. No business may be
transacted at any meeting of stockholders, other than business
that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the meeting by or at the
direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before any
meeting by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice
provided for in Article II, Section 2.04 of these By-Laws and on
the record date for the determination of stockholders entitled
to vote at any such meeting of stockholders as determined in
accordance with Article II, Section 2.11 hereof and (ii) who
complies with the notice procedures set forth in this Section
2.08.
In addition to any other applicable requirements, for
business to be properly brought before a meeting by a
stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the
Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Corporation (a) with respect to the Corporation's
first annual meeting of stockholders, not later than the close
of business on the tenth (10th) calendar day following the day
on which public disclosure of the date on which the first annual
meeting shall be held is first made (provided that such annual
meeting shall be held within ninety (90) calendar days of such
public disclosure of the date); and (b) thereafter, not less
than sixty (60) calendar days nor more than ninety (90) calendar
days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the
event that the annual meeting is called for a date that is not
within thirty (30) calendar days before or sixty (60) calendar
days after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close
of business on the later of the sixtieth (60th) calendar day
prior to such annual meeting or the fifteenth (15th) calendar
day following the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date of the
annual meeting was made, whichever first occurs. For purposes of
this Section 2.08, the date of a public disclosure shall
include, but not be limited to, the date on which such
disclosure is made in a press release reported by the Dow Jones
News Services, the Associated Press or any comparable national
news service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission (the "Commission")
pursuant to Sections 13, 14 or 15(d) (or the rules and
regulations thereunder) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or pursuant to Section 30 (or
the rules and regulations thereunder) of the Investment Company
Act.
To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or
of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection
with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting
in accordance with the procedures set forth in this Section
2.08, provided, however, that, once business has been properly
brought before the annual meeting in accordance with such
procedures, nothing in this Section 2.08 shall be deemed to
preclude discussion by any stockholder of any such business. If
the chairman of a meeting determines that business was not
properly brought before the meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting
that the business was not properly brought before the meeting
and such business shall not be transacted.
Section 2.09. Nomination of Directors. Only persons who are
nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation, except as
may be otherwise provided in the Charter with respect to the
right, if any, of holders of preferred stock of the Corporation
to nominate and elect a specified number of directors in certain
circumstances. Nominations of persons for election to the Board
of Directors may be made at any annual meeting of stockholders,
or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or (b)
by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for
in this Section 2.09 and on the record date for the
determination of stockholders entitled to vote at such meeting
and (ii) who complies with the notice procedures set forth in
this Section 2.09.
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Corporation (a) with respect to the Corporation's
first annual meeting of stockholders, not later than the close
of business on the tenth (10th) calendar day following the day
on which public disclosure of the date on which the first annual
meeting shall be held is first made (provided that such annual
meeting shall be held within ninety (90) calendar days of such
public disclosure of the date); (b) thereafter, in the case of
an annual meeting, not less than sixty (60) calendar days nor
more than ninety (90) calendar days prior to the anniversary
date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty
(30) calendar days before or sixty (60) calendar days after such
anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of business
on the later of the sixtieth (60th) calendar day prior to such
annual meeting or the fifteenth (15th) calendar day following
the day on which notice of the date of the annual meeting was
mailed or public disclosure of the date of the annual meeting
was made, whichever first occurs; and (c) in the case of a
special meeting of stockholders called for the purpose of
electing directors, not later than the close of business on the
fifteenth (15th) day following the day on which notice of the
date of the special meeting was mailed or public disclosure of
the date of the special meeting was made, whichever first
occurs. For purposes of this Section 2.09, the date of a public
disclosure shall include, but not be limited to, the date on
which such disclosure is made in a press release reported by the
Dow Jones News Services, the Associated Press or any comparable
national news service or in a document publicly filed by the
Corporation with the Commission pursuant to Sections 13, 14 or
15(d) (or the rules and regulations thereunder) of the Exchange
Act or pursuant to Section 30 (or the rules and regulations
thereunder) of the Investment Company Act.
To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director (i)
the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or
of record by the person and (iv) any other information relating
to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection
with solicitations of proxies for election of directors pursuant
to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii)
the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such
stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed
nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends
to appear in person or by proxy at the meeting to nominate the
persons named in its notice and (v) any other information
relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must
be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures
set forth in this Section 2.09. If the chairman of the meeting
determines that a nomination was not made in accordance with the
foregoing procedures, the chairman shall declare to the meeting
that the nomination was defective and such defective nomination
shall be disregarded.
Section 2.10. Voting. Except as otherwise provided by statute
or by the Charter, each holder of record of shares of stock of
the Corporation having voting power shall be entitled at each
meeting of the stockholders to one vote for every share of such
stock standing in his or her name on the record of stockholders
of the Corporation as of the record date determined pursuant to
Section 2.11 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 stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons to act for
him or her as proxy by signing a writing authorizing another
person to act as proxy. Such signing may be accomplished by the
stockholder or the stockholder's authorized agent signing the
writing or causing the stockholder's signature to be affixed to
the writing by any reasonable means, including facsimile
signature. A stockholder may authorize another person to act as
proxy by transmitting, or authorizing the transmission of, an
authorization for the person to act as proxy to (i) the person
authorized to act as proxy or (ii) any other person authorized
to receive the proxy authorization on behalf of the person
authorized to act as the proxy, including a proxy solicitation
firm or proxy support service organization. The authorization
referred to in the preceding sentences may be transmitted by
U.S. mail, courier service, personal delivery, a telegram,
cablegram, datagram, electronic mail, or any other electronic or
telephonic means and a copy, facsimile telecommunication, or
other reliable reproduction of the writing or transmission
authorized in this paragraph may be substituted for the original
writing or transmission for any purpose for which the original
writing or transmission could be used.
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
stockholder executing it, except in those cases where such proxy
states that it is irrevocable and where an irrevocable proxy is
permitted by law. Except as otherwise provided by statute, the
Charter or these By-Laws, any corporate action to be taken by
vote of the stockholders (other than the election of directors,
which shall be by a plurality of votes cast) shall be authorized
by a majority of the total votes cast at a meeting of
stockholders by the holders of shares present in person or
represented by proxy and entitled to vote on such action.
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 by 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 stockholder voting, or by his or her proxy, if
there be such proxy, and shall state the number of shares voted.
Section 2.11. Fixing of Record Date. The Board of Directors
may set a record date for the purpose of determining
stockholders entitled to vote at any meeting of the
stockholders. The record date, which may not be prior to the
close of business on the day the record date is fixed, shall be
not more than 90 days nor less than 10 days before the date of
the meeting of the stockholders. All persons who were holders of
record of shares at such time, and not others, shall be entitled
to vote at such meeting and any adjournment thereof.
Section 2.12. Inspectors. The Board, in advance of any
meeting of stockholders, may appoint one or more inspectors to
act at such meeting or any adjournment thereof. If the
inspectors shall not be so appointed or if any of them shall
fail to appear or act, the chairman of the meeting may appoint
inspectors. Each inspector, before entering upon the discharge
of his or her duties, may be required to 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 or her
ability. The inspectors may be empowered to determine the number
of shares outstanding and the voting powers of each, the number
of shares represented at the meeting, the existence of a quorum,
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
chairman of the meeting or any stockholder entitled to vote
thereat, the inspectors shall make a report in writing of any
challenge, request or matter determined by them and shall
execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as inspector of
an election of directors. Inspectors need not be stockholders.
Section 2.13. Consent of Stockholders in Lieu of Meeting.
Except as otherwise provided by statute or by the Charter, any
action required to be taken at any meeting of stockholders, or
any action which may be taken at any meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if the following are filed with the
records of stockholders meetings: (i) a unanimous written
consent which sets forth the action and is signed by each
stockholder entitled to vote on the matter and (ii) a written
waiver of any right to dissent signed by each stockholder
entitled to notice of the meeting but not entitled to vote
thereat.
Article III
Board of Directors
Section 3.01. General Powers. Except as otherwise provided in
the Charter, the business and affairs of the Corporation shall
be managed under the direction of the Board of Directors. All
powers of the Corporation may be exercised by or under authority
of the Board of Directors except as conferred on or reserved to
the stockholders by law or by the Charter or these By-Laws.
Section 3.02. 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 entire Board of
Directors; provided, however, that in no event shall the number
of directors be less than the minimum permitted by the General
Law of the State of Maryland nor more than fifteen. 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
stockholders.
Section 3.03. Election and Term of Directors. Directors shall
be elected annually at a meeting of stockholders held for that
purpose; provided, however, that if no meeting of the
stockholders 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 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, or
until his or her death, or until he or she shall have resigned
or until December 31 of the year in which he or she shall have
reached 72 years of age, or until he or she shall have been
removed as hereinafter provided in these By-Laws, or as
otherwise provided by statute or by the Charter.
Section 3.04. 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 3.05. Removal of Directors. Any director of the
Corporation may be removed (with or without cause) by the
stockholders by a vote of a majority of the votes entitled to be
cast for the election of directors.
Section 3.06. Vacancies. Any vacancies in the Board, whether
arising from death, resignation, removal, an increase in the
number of directors or any other cause, may be filled by a vote
of the majority of the Board of Directors then in office even
though such majority is less than a quorum, provided that no
vacancies shall be filled by action of the remaining directors,
if after the filling of said vacancy or vacancies, less than
two-thirds of the directors then holding office shall have been
elected by the stockholders of the Corporation. In the event
that at any time there is a vacancy in any office of a director
which vacancy may not be filled by the remaining directors, a
special meeting of the stockholders shall be held as promptly as
possible and in any event within 60 days, for the purpose of
filling said vacancy or vacancies.
Section 3.07. Place of Meetings. Meetings of the Board may be
held at such place as the Board from time to time may determine
or as shall be specified in the notice of such meeting.
Section 3.08. Regular Meetings. Regular meetings of the
Board may be held without notice at such time and place as may
be determined by the Board of Directors.
Section 3.09. Special Meetings. Special meetings of the
Board may be called by two or more directors of the Corporation
or by the Chairman of the Board or the President.
Section 3.10. Telephone Meetings. Members of the Board of
Directors or of any committee thereof may participate in a
meeting by means of a conference telephone or similar
communications equipment if all persons participating in the
meeting can hear each other at the same time. Subject to the
provisions of the Investment Company Act participation in a
meeting by these means constitutes presence in person at the
meeting.
Section 3.11. Notice of Special Meetings. Notice of each
special meeting of the Board shall be given by the Secretary as
hereinafter provided, in which notice shall be stated the time
and place of the meeting. Notice of each such meeting shall be
delivered to each director, either personally or by telephone or
any standard form of telecommunication, at least 24 hours before
the time at which such meeting is to be held, or by first-class
mail, postage prepaid, addressed to him or her at his or her
residence or usual place of business, at least three days before
the day on which such meeting is to be held.
Section 3.12. Waiver of Notice of Meetings. Notice of any
special meeting need not be given to any director who, either
before or after the meeting, shall sign a written waiver of
notice which is filed with the records of the meeting or who
shall attend such meeting. Except as otherwise specifically
required by these By-Laws, a notice or waiver or notice of any
meeting need not state the purposes of such meeting.
Section 3.13. Quorum and Voting. One-third, but not less than
two (unless there is only one Director), of the members of the
entire Board shall be present in person at any meeting of the
Board in order to constitute a quorum for the transaction of
business at such meeting, and except as otherwise expressly
required by statute, the Charter, these By-Laws, the Investment
Company Act, or other applicable statute, the act of a majority
of the directors present at any meeting at which a quorum is
present shall be the act of the Board. In the absence of a
quorum at any meeting of the Board, a majority of the directors
present thereat may adjourn such meeting to another time and
place until a quorum shall be present thereat. Notice of the
time and place of any such adjourned meeting shall be given to
the directors who were not present at the time of the
adjournment and, unless such time and place were announced at
the meeting at which the adjournment was taken, to the other
directors. At any adjourned meeting at which a quorum is
present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 3.14. Organization. The Board, by resolution adopted
by a majority of the entire Board, may 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 3.15. Written Consent of Directors in Lieu of a
Meeting. Subject to the provisions of the Investment Company
Act, 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 writings or writing are filed with the minutes of the
proceedings of the Board or committee.
Section 3.16. 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.
Section 3.17. Investment Policies. It shall be the duty of
the Board of Directors to direct that the purchase, sale,
retention and disposal of portfolio securities and the other
investment practices of the Corporation at all times are
consistent with the investment policies and restrictions with
respect to securities investments and otherwise of the
Corporation, as recited in the Prospectus of the Corporation
included in the Registration Statement of the Corporation, as
recited in the current Prospectus and Statement of Additional
Information of the Corporation, as filed from time to time with
the Commission, and as required by the Investment Company Act.
The Board, however, may delegate the duty of management of the
assets and the administration of its day-to-day operations to an
individual or corporate management company and/or investment
adviser pursuant to a written contract or contracts which have
obtained the requisite approvals, including the requisite
approvals of renewals thereof, of the Board of Directors and/or
the stockholders of the Corporation in accordance with the
provisions of the Investment Company Act.
Article IV
Committees
Section 4.01. Executive Committee. The Board, by resolution
adopted by a majority of the entire board, may designate an
Executive Committee consisting of two or more of the directors
of the Corporation, which committee shall have and may exercise
all of the powers and authority of the Board with respect to all
matters other than:
(a) the submission to stockholders of any action requiring
authorization of stockholders pursuant to statute or the
Charter;
(b) the filling of vacancies on the Board of Directors;
(c) the fixing of compensation of the directors for serving
on the Board or on any committee of the Board, including the
Executive Committee;
(d) the approval or termination of any contract with an
investment adviser or principal underwriter, as such terms are
defined in the Investment Company Act, or the taking of any
other action required to be taken by the Board of Directors by
the Investment Company Act;
(e) the amendment or repeal of these By-Laws or the adoption
of new By-Laws;
(f) the amendment or repeal of any resolution of the Board
which by its terms may be amended or repealed only by the Board;
(g) the declaration of dividends and, except to the extent
permitted by law, the issuance of capital stock of the
Corporation; and
(h) the approval of any merger or share exchange which does
not require stockholder approval.
The Executive Committee shall keep written minutes of its
proceedings and shall report such minutes to the Board. All such
proceedings shall be subject to revision or alteration by the
Board; provided, however, that third parties shall not be
prejudiced by such revision or alteration.
Section 4.02. Other Committees of the Board. The Board of
Directors from time to time, by resolution adopted by a majority
of the whole Board, may designate one or more other committees
of the Board, each such committee to consist of one or more
directors and to have such powers and duties as the Board of
Directors, by resolution, may prescribe.
Section 4.03. General. One-third, but not less than two
(unless there is only one member), of the members of any
committee shall be present in person at any meeting of such
committee in order to constitute a quorum for the transaction of
business at such meeting, and the act of a majority present
shall be the act of such committee. The Board may designate a
chairman of any committee and such chairman or any two members
of any committee may fix the time and place of its meetings
unless the Board shall otherwise provide. In the absence or
disqualification of any member of any committee, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum,
unanimously may appoint another member of the Board of Directors
to act at the meeting in the place of any such absent or
disqualified member. The Board shall have the power at any time
to change the membership of any committee, to fill all
vacancies, to designate alternate members to replace any absent
or disqualified member, or to dissolve any such committee.
Nothing herein shall be deemed to prevent the Board from
appointing one or more committees consisting in whole or in part
of persons who are not directors of the Corporation; provided,
however, that no such committee shall have or may exercise any
authority or power of the Board in the management of the
business or affairs of the Corporation, except as may be
prescribed by the Board.
Article V
Officers, Agents and Employees
Section 5.01. Number and Qualifications. The officers of
the Corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors. The Board of Directors may elect or appoint one or
more Vice Presidents and also may appoint such other officers,
agents and employees as it may deem necessary or proper. Any
two or more offices may be held by the same person, except the
offices of President and Vice President, but no officer shall
execute, acknowledge or verify any instrument in more than one
capacity. Such officers shall be elected by the Board of
Directors each year at a meeting of the Board of Directors, each
to hold office for the ensuing year and until his or her
successor shall have been duly elected and shall have qualified,
or until his or her death, or until he or she shall have
resigned, or have been removed, as hereinafter provided in these
By-Laws. The Board from time to time may elect such officers
(including one or more Assistant Vice Presidents, one or more
Assistant Treasurers and one or more Assistant Secretaries) and
such agents, as may be necessary or desirable for the business
of the Corporation. The President also shall have the power to
appoint such assistant officers (including one or more Assistant
Vice Presidents, one or more Assistant Treasurers and one or
more Assistant Secretaries) as may be necessary or appropriate
to facilitate the management of the Corporation's affairs. Such
officers and agents shall have such duties and shall hold their
offices for such terms as may be prescribed by the Board or by
the appointing authority.
Section 5.02. Resignations. Any officer of the Corporation
may resign at any time by giving written notice of resignation
to the Board, the Chairman of the Board, 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 be necessary to make it effective.
Section 5.03. Removal of Officer, Agent or Employee. Any
officer, agent or employee of the Corporation may be removed by
the Board of Directors with or without cause at any time, and
the Board may delegate such power of removal as to agents and
employees not elected or appointed by the Board of Directors.
Such removal shall be without prejudice to such person's
contract rights, if any, but the appointment of any person as an
officer, agent or employee of the Corporation shall not of
itself create contract rights.
Section 5.04. Vacancies. A vacancy in any office, whether
arising from death, resignation, removal or any other cause, may
be filled for the unexpired portion of the term of the office
which shall be vacant, in the manner prescribed in these By-Laws
for the regular election or appointment to such office.
Section 5.05. Compensation. The compensation of the
officers of the Corporation shall be fixed by the Board of
Directors, but this power may be delegated to any officer in
respect of other officers under his or her control.
Section 5.06. Bonds or Other Security. If required by the
Board, any officer, agent or employee of the Corporation shall
give a bond or other security for the faithful performance of
his or her duties, in such amount and with such surety or
sureties as the Board may require.
Section 5.07. President. The President shall be the chief
executive officer of the Corporation. In the absence of the
Chairman of the Board (or if there be none), he or she shall
preside at all meetings of the stockholders and of the Board of
Directors. He or she shall have, subject to the control of the
Board of Directors, general charge of the business and affairs
of the Corporation. He or she may employ and discharge employees
and agents of the Corporation, except such as shall be appointed
by the Board, and he or she may delegate these powers.
Section 5.08. Vice President. Each Vice President shall
have such powers and perform such duties as the Board of
Directors or the President from time to time may prescribe.
Section 5.09. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all
of the funds and securities of the Corporation, except those
which the Corporation has placed in the custody of a bank or
trust company or member of a national securities exchange (as
that term is defined in the Exchange Act) pursuant to a written
agreement designating such bank or trust company or member of a
national securities exchange as custodian of the property of the
Corporation;
(b) keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;
(c) cause all moneys and other valuables to be deposited to
the credit of the Corporation;
(d) receive, and give receipts for, moneys due and payable,
to the Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the
investment of its funds as ordered or authorized by the Board,
taking proper vouchers therefor; and
(f) in general, perform all of the duties incident to the
office of Treasurer and such other duties as from time to time
may be assigned to him or her by the Board or the President.
Section 5.10. Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books provided
for the purpose, the minutes of all meetings of the Board, the
committees of the Board and the stockholders;
(b) see that all notices are duly given in accordance with
the provisions of these By-Laws and as required by law;
(c) be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock
certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its
seal;
(d) see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed
are properly kept and filed; and
(e) in general, perform all of the duties incident to the
office of Secretary and such other duties as from time to time
may be assigned to him or her by the Board or the President.
Section 5.11. Delegation of Duties. In case of the absence of
any officer of the Corporation, or for any other reason that the
Board may deem sufficient, the Board may confer for the time
being the powers or duties, or any of them, of such officer upon
any other officer or upon any director.
Article VI
Indemnification
Section 6.01. General Indemnification. Each officer and
director of the Corporation shall be indemnified by the
Corporation to the full extent permitted under the Maryland
General Corporation Law, except that such indemnity 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 or her office. Absent a court determination that
an officer or director seeking indemnification was not liable on
the merits or guilty of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his or her office, the decision by the Corporation to
indemnify such person must be based upon the reasonable
determination of independent legal counsel or the vote of a
majority of a quorum of the directors who are neither
"interested persons," as defined in Section 2(a)(19) of the
Investment Company Act, nor parties to the proceeding ("non-
party independent directors"), after review of the facts, that
such officer or director is not guilty of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.
Each officer and director of the Corporation claiming
indemnification within the scope of this Article VI shall be
entitled to advances from the Corporation for payment of the
reasonable expenses incurred by him or her in connection with
proceedings to which he or she is a party in the manner and to
the full extent permitted under the Maryland General Corporation
Law without a preliminary determination as to his or her
ultimate entitlement to indemnification (except as set forth
below); provided, however, that the person seeking
indemnification shall provide to the Corporation a written
affirmation of his or her 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, and provided further that at least one of the
following additional conditions is met: (a) the person seeking
indemnification shall provide a security in form and amount
acceptable to the Corporation for his or her undertaking; (b)
the Corporation is insured against losses arising by reason of
the advance; (c) a majority of a quorum of non-party independent
directors, or independent legal counsel in a written opinion,
shall determine, 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.
The Corporation may purchase insurance on behalf of an
officer or director protecting such person to the full extent
permitted under the General Laws of the State of Maryland, from
liability arising from his or her activities as officer or
director of the Corporation. The Corporation, however, may not
purchase insurance on behalf of any officer or director of the
Corporation that protects or purports to protect such person
from liability to the Corporation or to its stockholders to
which such officer or director 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
or her office.
The Corporation may indemnify, make advances or purchase
insurance to the extent provided in this Article VI on behalf of
an employee or agent who is not an officer or director of the
Corporation.
Section 6.02. Other Rights. The indemnification provided by
this Article VI shall not be deemed exclusive of any other
right, in respect of indemnification or otherwise, to which
those seeking such indemnification may be entitled under any
insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to action by a
director or officer of the Corporation in his or her official
capacity and as to action by such person in another capacity
while holding such office or position, and 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 person.
Article VII
Capital Stock
Section 7.01. Stock Certificates. Each holder of stock of the
Corporation shall be entitled upon request to have a certificate
or certificates, in such form as shall be approved by the Board,
representing the number of shares of stock of the Corporation
owned by him or her, provided, however, that certificates for
fractional shares will not be delivered in any case. The
certificates representing shares of stock shall be signed by or
in the name of the Corporation by the Chairman, President or a
Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and sealed with the seal
of the Corporation. Any or all of the signatures or the seal on
the certificate may be a 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.
Section 7.02. Books of Account and Record of Stockholders.
There shall be kept at the principal executive office of the
Corporation correct and complete books and records of account of
all of the business and transactions of the Corporation.
Section 7.03. 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 a duly executed stock transfer power 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 stockholders 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.
Section 7.04. Regulations. 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. It may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more
transfer clerks and one or more registrars and may require all
certificates for shares of stock to bear the signature or
signatures of any of them.
Section 7.05. 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, in its discretion, may 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 such
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.
Section 7.06. Fixing of a Record Date for Dividends and
Distributions. The Board may fix, in advance, a date not more
than 90 days preceding the date fixed for the payment of any
dividend or the making of any distribution or the allotment of
rights to subscribe for securities of the Corporation, or for
the delivery of evidences of rights or evidences of interests
arising out of any change, conversion or exchange of common
stock or other securities, as the record date for the
determination of the stockholders entitled to receive any such
dividend, distribution, allotment, rights or interests, and in
such case only the stockholders of record at the time so fixed
shall be entitled to receive such dividend, distribution,
allotment, rights or interests.
Section 7.07. Information to Stockholders and Others. Any
stockholder of the Corporation or his or her agent may inspect
and copy during usual business hours the Corporation's By-Laws,
minutes of the proceedings of its stockholders, annual
statements of its affairs, and voting trust agreements on file
at its principal office.
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." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner
reproduced.
Article IX
Fiscal Year
The Board of Directors shall have the power from time to time
to fix the fiscal year of the Corporation by a duly adopted
resolution.
Article X
Depositories and Custodians
Section 10.01. Depositories. The funds of the Corporation
shall be deposited with such banks or other depositories as the
Board of Directors of the Corporation from time to time may
determine.
Section 10.02. Custodians. All securities and other
investments shall be deposited in the safekeeping 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 safekeeping of the
securities and investments of the Corporation shall contain
provisions complying with the Investment Company Act, and the
general rules and regulations thereunder.
Article XI
Execution of Instruments
Section 11.01. 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 of
Directors from time to time shall designate by resolution.
Section 11.02. Sale or Transfer of Securities. Stock
certificates, bonds or other securities at any time owned by the
Corporation may be held on behalf of the Corporation or sold,
transferred or otherwise disposed of subject to any limits
imposed by 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 or a Vice President or the Treasurer or
pursuant to any procedure approved by the Board of Directors,
subject to applicable law.
Article XII
Independent Public Accountants
The firm of independent public accountants which shall sign
or certify the financial statements of the Corporation which are
filed with the Commission shall be selected annually by the
Board of Directors and, if required by the provisions of the
Investment Company Act, ratified by the stockholders.
Article XIII
Annual Statement
The books of account of the Corporation shall be examined by
an independent firm of public accountants at the close of each
annual period of the Corporation and at such other times as may
be directed by the Board. A report to the stockholders based
upon each such examination shall be mailed to each stockholder
of the Corporation of record on such date with respect to each
report as may be determined by the Board, at his or her address
as the same appears on the books of the Corporation. Such annual
statement shall also be available at any annual meeting of
stockholders and shall be placed on file at the Corporation's
principal office in the State of Maryland, and if no annual
meeting is held pursuant to Article II, Section 2.01 hereof,
such annual statement of affairs shall be placed on file at the
Corporation's principal office within 120 days after the end of
the Corporation's fiscal year. Each such report shall show the
assets and liabilities of the Corporation as of the close of the
annual or quarterly period covered by the report and the
securities in which the funds of the Corporation were then
invested. Such report also shall show the Corporation's income
and expenses for the period from the end of the Corporation's
preceding fiscal year to the close of the annual or quarterly
period covered by the report and any other information required
by the Investment Company Act, and shall set forth such other
matters as the Board or such firm of independent public
accountants shall determine.
Article XIV
Amendments
These By-Laws or any of them may be amended, altered or
repealed by the affirmative vote of a majority of the Board of
Directors. The stockholders shall have no power to make, amend,
alter or repeal By-Laws.
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