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EXHIBIT (b)
BYLAWS
OF
LMCG FUNDS
(FORMERLY LMI FUNDS)
(Dated as of November 28, 2000)
ARTICLE 1
AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 PRINCIPAL OFFICE OF THE TRUST. A principal office of the Trust
shall be located in Boston, Massachusetts. The Trust may have other principal
offices within or without Massachusetts as the Trustees may determine or as
they may authorize.
1.2 AGREEMENT AND DECLARATION OF TRUST. These Bylaws shall be
subject to the Agreement and Declaration of Trust, as amended and restated
from time to time (the "Declaration of Trust"), of LMCG Funds, the
Massachusetts business trust established by the Declaration of Trust (the
"Trust").
ARTICLE 2
MEETINGS OF TRUSTEES
2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may
from time to time determine, provided that notice of the first regular
meeting following any such determination shall be given to absent Trustees. A
regular meeting of the Trustees may be held without call or notice
immediately after and at the same place as the annual meeting of the
shareholders.
2.2 SPECIAL MEETINGS. Special meetings of the Trustees may be held
at any time and at any place designated in the call of the meeting when
called by the Chairman of the Board, the President or the Treasurer or by two
or more Trustees, sufficient notice thereof being given to each Trustee by
the Secretary or an Assistant Secretary or by the officer or the Trustees
calling the meeting.
2.3 NOTICE. It shall be sufficient notice to the Trustee of a
special meeting to send notice by mail at least forty-eight hours or by
telegram, telex or telecopy or other electronic facsimile transmission method
at least twenty-four hours before the meeting addressed to the Trustee at his
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or her usual or last known business or residence address or to give notice to
him or her in person or by telephone at least twenty-four hours before the
meeting. Notice of a meeting need not be given to any Trustee if a written
waiver of notice, executed by him or her, before or after the meeting, is
filed with the records of the meeting, or to any Trustee who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice to him or her. Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.
2.4 QUORUM. At any meeting of the Trustees a majority of the
Trustees then in office shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice to any Trustee who was present at the time
of such adjournment; notice of the time and place of any adjourned session of
such meeting shall, however, be given in the manner provided in Section 2.3
of these Bylaws to each Trustee who was not present at the time of such
adjournment.
2.5 ACTION BY VOTE. When a quorum is present at any meeting, a
majority of Trustees present may take any action, except when a larger vote
is expressly required by law, by the Declaration of Trust or by these Bylaws.
2.6 ACTION BY WRITING. Except as required by law, any action
required or permitted to be taken at any meeting of the Trustees may be taken
without a meeting if a majority of the Trustees (or such larger proportion
thereof as shall be required by any express provision of the Declaration of
Trust or these Bylaws) consent to the action in writing and such written
consents are filed with the records of the meetings of the Trustees. Such
consent shall be treated for all purposes as a vote taken at a meeting of
Trustees.
2.7 PRESENCE THROUGH COMMUNICATIONS EQUIPMENT. Except as required by
law, the Trustees may participate in a meeting of Trustees by means of a
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at the same
time, and participation by such means shall constitute presence in person at
a meeting.
2.8 RETIREMENT OF TRUSTEES. Any Trustee shall retire as Trustee at
the end of the calendar year in which the Trustee attains the age of 70 years.
ARTICLE 3
OFFICERS
3.1 ENUMERATION: QUALIFICATION. The officers of the Trust shall be a
Chairman of the Board, a President, a Treasurer, a Secretary, and such other
officers, if any, as the Trustees from time to time may in their discretion
elect. The Trust may also have such agents as the Trustees from time to time
may in their discretion appoint. Any officer may but need not be a Trustee or
a shareholder. Any two or more offices may be held by the same person.
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3.2 ELECTION. The Chairman of the Board, the President, the
Treasurer, and the Secretary shall be elected annually by the Trustees. Other
officers, if any, may be elected or appointed by the Trustees at said meeting
or at any other time. Vacancies in any office may be filled at any time.
3.3 TENURE. The Chairman of the Board, the President, the Treasurer
and the Secretary shall hold office until their respective successors are
chosen and qualified, or in each case until he or she sooner dies, resigns,
is removed or becomes disqualified. Each other officer shall hold office and
each agent shall retain authority at the pleasure of the Trustees.
3.4 POWERS. Subject to the other provisions of these Bylaws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly
incident to the office occupied by him or her as if the Trust were organized
as a Massachusetts business corporation and such other duties and powers as
the Trustees may from time to time designate.
3.5 CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is
elected, he shall have the duties and powers specified in these Bylaws and
shall have such other duties and powers as may be determined by the Trustees.
3.6 PRESIDENT AND VICE PRESIDENTS. The President shall have the
duties and powers specified in these Bylaws and shall have such other duties
and powers as may be determined by the Trustees.
Any Vice Presidents shall have such duties and powers as shall be
designated from time to time by the Trustees.
3.7 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Trust shall be the Chairman of the Board, the President or such other officer
as is designated by the Trustees and shall, subject to the control of the
Trustees, have general charge and supervision of the business of the Trust
and, except as the Trustees shall otherwise determine, preside at all
meetings of the shareholders and of the Trustees. If no such designation is
made, the Chairman of the Board shall be the Chief Executive Officer.
3.8 TREASURER. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager, or transfer, shareholder servicing
or similar agent, be in charge of the valuable papers, books of account and
accounting records of the Trust, and shall have such other duties and power
as may be designated from time to time by the Trustees or by the President.
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3.9 SECRETARY. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the
absence of the Secretary from any meeting of the shareholders or Trustees, an
Assistant Secretary, or if there be none or if he or she is absent, a
temporary secretary chosen at such meeting shall record the proceedings
thereof in the aforesaid books.
3.10 RESIGNATIONS. Any officer may resign at any time by written
instrument signed by him or her and delivered to the Chairman, the President
or the Secretary or to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some other time.
The Trustees may remove any officer with or without cause. Except to the
extent expressly provided in a written agreement with the Trust, no officer
resigning and no officer removed shall have any right to any compensation for
any period following his or her resignation or removal, or any right to
damages on account of such removal.
ARTICLE 4
COMMITTEES
4.1 QUORUM; VOTING. Except as provided below or as otherwise
specifically provided in the resolutions constituting a Committee of the
Trustees and providing for the conduct of its meetings, a majority of the
members of any Committee of the Trustees shall constitute a quorum for the
transaction of business, and any action of such a Committee may be taken at a
meeting by a vote of a majority of the members present (a quorum being
present) or evidenced by one or more writings signed by such a majority.
Members of a Committee may participate in a meeting of such Committee by
means of a conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other at the
same time and participation by such means shall constitute presence in person
at a meeting.
With respect to a Valuation Committee of the Trustees, 50% of more
of the Committee members shall constitute a quorum for the transaction of
business.
Except as specifically provided in the resolutions constituting a
Committee of the Trustees and providing for the conduct of its meetings,
Article 2, Section 2.3 of these Bylaws relating to special meetings shall
govern the notice requirements for Committee meetings, except that it shall
be sufficient notice to a Valuation Committee of the Trustees to send notice
by telegram, telex or telecopy or other electronic means (including by
telephone voice-message or e-mail) at least fifteen minutes before the
meeting.
ARTICLE 5
REPORTS
5.1 GENERAL. The Trustees and officers shall render reports at the
time and in the manner required by the Declaration of Trust or any applicable
law. Officers and Committees shall render
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such additional reports as they may deem desirable or as may from time to
time be required by the Trustees.
ARTICLE 6
FISCAL YEAR
6.1 GENERAL. Except as from time to time otherwise provided by the
Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Treasurer, the subsequent fiscal
years shall end on such date in subsequent years.
ARTICLE 7
SEAL
7.1 GENERAL. The seal of the Trust shall consist of a flat faced die
with the word "Massachusetts", together with the name of the Trust and the
year of its organization cut or engraved thereon but, unless otherwise
required by the Trustees, the seal shall not be necessary to be placed on,
and its absence shall not impair the validity of, any document, instrument or
other paper executed and delivered by or on behalf of the Trust.
ARTICLE 8
EXECUTION OF PAPERS
8.1 GENERAL. Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner, all deeds,
leases, contracts, notes and other obligations made by the Trustees shall be
signed by the President or by the Treasurer and need not bear the seal of the
Trust.
ARTICLE 9
PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS
9.1 DETERMINATION OF NET ASSET VALUE PER SHARE. The net asset value
per share of each class and each series of shares of the Trust shall be
determined in accordance with the Investment Company Act of 1940, as amended,
and the rules and regulations thereunder, and any related procedures adopted
by the Trustees from time to time.
ARTICLE 10
INDEMNIFICATION
10.1 TRUSTEES, OFFICERS, ETC. The Trust shall indemnify each of its
Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust
has any interest as a shareholder, creditor or otherwise) (hereinafter
referred to as a "Covered Person") against all liabilities and expenses,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties,
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and counsel fees reasonably incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved as a party or
otherwise or with which such Covered Person may be or may have been
threatened, while in office or thereafter, by reason of any alleged act or
omission as a Trustee or officer or by reason of his or her being or having
been such a Trustee or officer, except with respect to any matter as to which
such Covered Person shall have been finally adjudicated in any such action,
suit or other proceeding not to have acted in good faith in the reasonable
belief that such Covered Person's action was in the best interest of the
Trust and except that no Covered Person shall be indemnified against any
liability to the Trust or its shareholders to which such Covered 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
such Covered Person's office. Expenses, including counsel fees so incurred by
any such Covered Person, may be paid from time to time by the Trust in
advance of the final disposition of any such action, suit or proceeding on
the condition that the amounts so paid shall be repaid to the Trust if it is
ultimately determined that indemnification of such expenses is not authorized
under this Article; PROVIDED, HOWEVER, that (1) such Covered Person shall
provide a security for his undertaking to repay the advance if it is
ultimately determined that indemnification is not authorized under this
Article, (2) the Trust shall be insured against losses arising by reason of
any lawful advances, or (3) a majority of a quorum of disinterested,
non-party directors of the Trust, or an independent legal counsel in a
written opinion, shall determine, based on a review of readily available
facts, that there is reason to believe that such Covered Person ultimately
will be found entitled to indemnification under this Article. In the case of
such a determination or opinion, the relevant disinterested, non-party
directors or independent legal counsel, as the case may be, shall afford the
Covered Person a rebuttable presumption that he has not engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office.
10.2 COMPROMISE PAYMENT. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 4.1
above, pursuant to a consent decree or otherwise, no such indemnification
either for said payment or for any other expenses shall be provided unless
such compromise shall be approved as in the best interests of the Trust,
after notice that it involved such indemnification, (a) by a disinterested
majority of the Trustees then in office; or (b) by a majority of the
disinterested Trustees then in office; or (c) by any disinterested person or
persons to whom the question may be referred by the Trustees, provided that
in the case of approval pursuant to clause (b) or (c) there has been obtained
an opinion in writing of independent legal counsel to the effect that such
Covered Person appears to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Trust and that such
indemnification would not protect such person against any liability to the
Trust or its shareholders 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 office; or (d) by vote of
shareholders holding a majority of the Shares entitled to vote thereon,
exclusive of any Shares beneficially owned by any interested Covered Person.
Approval
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by the Trustees pursuant to clause (a) or (b) or by any disinterested person
or persons pursuant to clause (c) of this Section shall not prevent the
recovery from any Covered Person of any amount paid to such Covered Person in
accordance with any of such clauses as indemnification if such Covered Person
is subsequently adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that such Covered Person's
action was in the best interests of the Trust or to have been liable to the
Trust or its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
such Covered Person's office.
10.3 INDEMNIFICATION NOT EXCLUSIVE. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
any such Covered Person may be entitled. As used in this Article 4, the term
"Covered Person" shall include such person's heirs, executors and
administrators; an "interested Covered Person" is one against whom the
action, suit or other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or has been pending; and a
"disinterested Trustee" or "disinterested person" is a Trustee or a person
against whom none of such actions, suits or other proceedings or another
action, suit or other proceeding on the same or similar grounds is then or
has been pending. Nothing contained in this Article shall affect any rights
to indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under
law, nor the power of the Trust to purchase and maintain liability insurance
on behalf of any such person.
ARTICLE 11
REMOVAL OF TRUSTEES
11.1 WRITTEN REQUEST FOR REMOVAL. The Trustees shall promptly call a
meeting of shareholders for the purpose of voting upon the question of
removal of any Trustee when requested so to do by the record holders of not
less than 10% of the outstanding Shares.
11.2 WRITTEN REQUEST FOR MEETING. Whenever ten or more Shareholders
of record who have been such for at least six months preceding the date of
application, and who hold in the aggregate Shares having a net asset value of
at least 1 per centum of the outstanding Shares, shall apply to the Trustees
in writing, stating that they wish to communicate with other Shareholders
with a view to obtaining signatures to a request for a meeting pursuant to
this Article and accompanied by a form of communication and request which
they wish to transmit, the Trustees shall within five business days after
receipt of such application either (a) afford to such applicants access to a
list of the names and addresses of all Shareholders as recorded on the books
of the Trust; or (b) inform such applicants as to the approximate number of
Shareholders of record, and the approximate cost of transmitting to them the
proposed communication and form of request. If the Trustees elect to follow
the course specified in clause (b), the Trustees, upon the written request of
such applicants, accompanied by a tender of the material to be transmitted
and of the reasonable expenses of transmittal, shall, with reasonable
promptness, transmit such material to all Shareholders of record at their
addresses
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as recorded on the books of the Trust (or at the telephone or facsimile
number or e-mail or other electronic address most recently furnished to the
Trust (or its agent) by the Shareholder), unless within five business days
after such tender the Trustees shall transmit to such applicants and file
with the Securities and Exchange Commission (the "Commission"), together with
a copy of the material proposed to be transmitted, a written statement signed
by at least a majority of the Trustees to the effect that in their opinion
either such material contains untrue statements of fact or omits to state
facts necessary to make the statements contained therein not misleading, or
would be in violation of applicable law, and specifying the basis of such
opinion. If the Commission shall enter an order refusing to sustain any of
the objections specified in the written statement so filed, or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all objections so
sustained have been met, and shall enter an order so declaring, the Trustees
shall transmit copies of such material to all Shareholders with reasonable
promptness after the entry of such order and the renewal of such tender.
ARTICLE 12
AMENDMENT TO THE BYLAWS
12.1 GENERAL. These Bylaws may be amended or repealed, in whole or
part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.
ARTICLE 13
MISCELLANEOUS
13.1 PROXY INSTRUCTIONS TRANSMITTED BY TELEPHONIC OR ELECTRONIC
MEANS. The placing of a shareholder's name on a proxy pursuant to telephonic
or electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such shareholder shall constitute execution of such proxy by or on behalf of
such shareholder.
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