EXHIBIT 23 B
BY-LAWS
OF
MAGI FUNDS, INC.
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ARTICLE I
OFFICES
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Section 1. Principal Office. The principal office of the Corporation in the
State of Maryland shall be in the City of Baltimore.
Section 2. Other Offices. The Corporation may have such other offices in such
places as the Board of Directors may from time to time determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
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Section 1. Annual Meeting. Subject to this Article II, an annual meeting of
Shareholders for the election of Directors and the transaction of
such other business as may properly come before the meeting shall be
held at such time and place as the Board of Directors shall select.
The Corporation shall not be required to hold an annual meeting of
its Shareholders in any year in which the election of directors is
not required to be acted upon under the Investment Company Act of
1940.
Section 2. Special Meetings. Special meetings of Shareholders may be called at
any time by the President, the Secretary or by a majority of the
Board of Directors and shall be held at such time and place as may
be stated in the notice of the meeting.
Special meetings of the Shareholders shall be called by the
Secretary upon receipt of written request of the holders of shares
entitled to cast not less than 10% of the votes entitled to be cast
at such meeting, provided that (1) such request shall state the
purposes of such meeting and the matters proposed to be acted on,
and (2) the Shareholders requesting such meeting shall have paid to
the Corporation the reasonably estimated cost of preparing and
mailing the notice thereof, which the Secretary shall determine and
specify to such Shareholders. No special meeting shall be called
upon the request of Shareholders to consider any matter which is
substantially the same as a matter voted upon at any special meeting
of the Shareholders held during the preceding 12 months, unless
requested by the holders of a majority of all shares entitled to be
voted at such meeting.
Section 3. Place of Meetings. Meetings of Shareholders shall be held at a
location within the Continental United States as the Board of
Directors may from time to time determine.
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Section 4. Notice of Meetings; Waiver of Notice. Notice of the place, date and
time of the holding of each Shareholders' meeting and, if the
meeting is a special meeting, the purpose or purposes of the
meeting, shall be given personally or by mail, not less that ten
(10) nor more that ninety (90) days before the date of such meeting,
to each Shareholder entitled to vote at such meeting and to each
other shareholder 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 shareholder at his or her address as it
appears on the records of the Corporation, with postage thereon
prepaid.
Notice of any meeting of Shareholders shall be deemed waived by any
shareholder who shall attend such meeting in person or by proxy, or
who shall, either before or after the meeting, submit a signed
waiver of notice which is filed with the records of the meeting.
Section 5. Quorum, Adjournment of Meetings. The presence at any Shareholders'
meeting, in person or by proxy, of Shareholders of one third (1/3RD)
of the shares of the stock of the Corporation thereat shall be
necessary and sufficient to constitute a quorum for the transaction
of business, except for any matter which, under applicable statutes
or regulatory requirements, requires approval by a separate vote of
one or more classes of stock, in which case the presence in person
or by proxy of Shareholders of one third (1/3RD ) of the shares of
stock of each class required to vote as a class on the matter shall
constitute a quorum. The holders of a majority of shares entitled to
vote at the meeting and present in person or by proxy, whether or
not sufficient to constitute a quorum, or, any officer present
entitled to preside or act as Secretary of such meeting, may adjourn
the meeting without determining the date of a new meeting, or
without notice to a date not more than 120 days after the original
record date. Any business that might have been transacted at the
meeting originally called and so adjourned may be transacted at any
such subsequent meeting at which a quorum is present.
Section 6. Organization. At each meeting of the Shareholders, 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, the
Vice President, shall act as chairman of the meeting; provided,
however, that if no such officer is present or able to act, a
chairman of the meeting shall be elected by a majority of the
Shareholders, present in person or by proxy, at 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 7. Order of Business. The order of business at all meetings of the
Shareholders shall be as determined by the chairman of the meeting.
Section 8. Voting. Except as otherwise provided by statute or the Articles of
Incorporation, each holder of record of shares of stock of the
Corporation having voting power shall be entitled at each meeting of
the Shareholders to one vote for every full share of such stock,
with a fractional vote for any fractional shares, standing in his or
her name on the records of Shareholders of the Corporation as of the
record date determined pursuant to Section 9 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.
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Each shareholder entitled to vote at any meeting of Shareholders may
authorize another person or persons to act for him or her by a proxy
signed by such shareholder or his or her attorney-in-fact. 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 shareholder executing it, except
in those cases where such proxy states that it is irrevocable and
where law permits an irrevocable proxy. Except as otherwise provided
by statute, the Articles of Incorporation or these By-Laws, any
corporate action to be taken by vote of the Shareholders shall be
authorized by a majority of the total votes validly cast at a
meeting of Shareholders at which a quorum is present.
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 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 shareholder
voting, or by his or her proxy, if there be such proxy, and shall
state the number of shares voted.
Section 9. Fixing of Record Date. The Board of Directors may fix a time not
less that 10 nor more than 90 days prior to the date of any meeting
of Shareholders or prior to the last day on which the consent or
dissent of Shareholders may be effectively expressed for any purpose
without a meeting, as the time as of which Shareholders entitled to
notice of and to vote at such a meeting or whose consent or dissent
is required or may be expressed for any purpose, as the case may be,
shall be determined; and all persons who were holders of record of
voting stock at such time and no other shall be entitled to notice
of and to vote at such meeting or to express their consent or
dissent, as the case may be. If no record date has been fixed, the
record date for the determination of Shareholders entitled to notice
of or to vote at a meeting of Shareholders shall be the later of the
close of business on the day on which notice of the meeting is
mailed or the thirtieth day before the meeting, or, if notice is
waived by all Shareholders, at the close of business on the tenth
day next preceding the day on which the meeting is held. The Board
of Directors may fix a record date for determining Shareholders
entitled to receive payment of a dividend or distribution, but such
date shall be not more that 90 days before the date on which such
payment is made. If no record date has been fixed, the record date
for determining Shareholders entitled to receive dividends or
distributions shall be the close of business on the day on which the
resolution of the Board of Directors declaring the dividend or
distribution is adopted, but the payment shall not be made more than
60 days after the date on which the resolution is adopted.
Section 10. Consent of Shareholders in Lieu of Meeting. Except as otherwise
provided by statute or the Articles of Incorporation, any action
required to be taken at any meeting of Shareholders, or any action
which may be taken at any meeting of such Shareholders, may be taken
without a meeting, without prior notice and without a vote, if the
following are filed with the records of Shareholders meetings: (i) a
unanimous written consent which sets forth the action and is signed
by each shareholder entitled to vote on the matter, and (ii) a
written waiver of any right to dissent signed by each shareholder
entitled to notice of the meeting but not entitled to vote thereat.
ARTICLE III
BOARD OF DIRECTORS
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Section 1. General Powers:
(a) The property, affairs and business of the Corporation shall be
managed by or under the direction of the board of directors, which
may exercise all the powers of the Corporation except those powers
vested solely in the stockholders of the Corporation by statute, by
the Articles of Incorporation, or by these By-Laws.
(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 of 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.
Power to Issue and Sell Stock: The board of directors may from time
to time issue and sell or cause to be issued and sold any of the
Corporation's authorized shares to such persons and for such
consideration as the board of directors shall deem advisable,
subject to the provisions of Articles Sixth and Seventh of the
Articles of Incorporation.
Power to Declare Dividends: The board of directors, from time to
time as it may deem advisable, may declare and pay dividends in
stock, cash or other property of the Corporation, out of any source
available for dividends, to the stockholders according to their
respective rights and interests in accordance with the provisions of
the Articles of Incorporation.
(a) 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 Corporation's accumulated undistributed net income
(determined in accordance with good accounting practice and
the rules and regulations of the Securities and Exchange
Commission then in effect) and not including profits or losses
realized upon the sale of securities or other properties; or
ii) the Corporation's net income 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 Securities and Exchange Commission may prescribe.
Section 2. 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 Directors then in office;
<PAGE>
provided, however, that the number of Directors shall in no event be
less that three (3) nor more than fifteen (15) except that the
Corporation may have less than three (3) but not less than one (1)
Director if there is no stock outstanding, and may have a number of
Directors no fewer than the number of Shareholders so long as there
are fewer than three (3) Shareholders. 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 Shareholders.
Section 3. Election and Term of Directors. Directors shall be elected annually,
by written ballot at the annual meeting of Shareholders or a special
meeting held for that purpose; provided, however, that if no annual
meeting of the Shareholders 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 annual 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.
Section 4. 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 5. Removal of Directors. Any Director of the Corporation may be removed
by the Shareholders by a vote of a majority of the shares entitled
to be cast for the election of Directors.
Section 6. Vacancies. If any vacancies shall occur in the Board of Directors
(i) by reason of death, resignation, removal or otherwise, the
remaining directors shall continue to act, and, subject to the
provisions of the Investment Company Act of 1940, such vacancies (if
not previously filled by the Shareholders) may be filled by a
majority of the remaining Directors, although less than a quorum,
and (ii) by reason of an increase in the authorized number of
Directors, such vacancies (if not previously filled by the
Shareholders) may be filled only by a majority vote of the entire
Board of Directors.
Section 7. Offices, Records, Places of Meetings. The Directors may have one or
more offices and may keep the books of the Corporation outside the
State of Maryland, and within or without the United States of
America, at any office or offices of the Corporation or at any other
place as they may from time to time by resolution determine; and in
the case of meetings of the Board of Directors, such meetings may be
held at any place, within or without the United States of America,
as the Board may from time to time by resolution determine, or as
shall be specified or fixed in the respective notices or waivers of
notice thereof.
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Section 8. Regular Meetings. The Board of Directors from time to time may
provide by resolution for the holding of regular meetings and fix
their time and place as the Board of Directors may determine. Notice
of such regular meetings need not be in writing, provided that
notice of any change in the time or place of such fixed regular
meetings shall be communicated promptly to each Director not present
at the meeting at which such change was made, in the manner provided
in Section 9 of this Article III for notice of special meetings.
Members of the Board of Directors or any committee designated
thereby may participate in a meeting of such Board or committee by
telephone conference or other communications method 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, subject to the requirements of the
Investment Company Act of 1940.
Section 9. Special Meetings. Special meetings of the Board of Directors may be
held at any time or place and for any purpose when called by the
President, the Secretary or two or more of the Directors. Notice of
special meetings, stating the time and place, shall be communicated
to each Director personally by telephone or transmitted to him or
her by mail, telegraph, telefax, telex, cable, e-mail or wireless at
least one day before the meeting.
Section 10. Waiver of Notice. No notice of any meeting of the Board of Directors
or a committee of the Board need be given to any Director who is
present at the meeting or who waives notice of such meeting in
writing (which waiver shall be filed with the records of such
meeting), either before or after the time of the meeting.
Section 11. Quorum and Voting. At all meetings of the Board of Directors, the
presence of one third of the entire Board of Directors shall
constitute a quorum unless there are only two or three Directors, in
which case two Directors shall constitute a quorum. If there is only
one Director, the sole Director shall constitute a quorum. At any
adjourned meeting at which a quorum was present, any business may be
transacted at a subsequent meeting, at which a quorum is present,
which might have been transacted at the meeting as originally
called.
Section 12. Organization. The Board may, by resolution adopted by a majority of
the entire Board, 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 13. Written Consent of Directors in Lieu of a Meeting. Subject to the
provisions of the Investment Company Act of 1940, as amended, 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 writing or writings are
filed with the minutes of the proceedings of the Board or committee.
<PAGE>
Section 14. 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, subject to any limitations on such compensation as provided
in the Investment Company Act of 1940.
ARTICLE IV
COMMITTEES
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Section 1. Organization. By resolution adopted by the Board of Directors, the
Board may designate one or more committees, including an Executive
Committee, composed of two or more Directors. The Board of Directors
shall elect the Chairmen of such committees. The Board of Directors
shall have the power at any time to change the members of such
committees and to fill vacancies in the committees. The Board may
delegate to these committees any of its powers, except the power to
authorize the issuance of stock, declare a dividend or distribution
on stock, recommend to Shareholders any action requiring shareholder
approval, amend these By-Laws, or approve any merger or share
exchange which does not require shareholder approval. If the Board
of Directors has given general authorization for the issuance of
stock, a committee of the Board, in accordance with a general
formula or method specified by the Board by resolution or by
adoption of a stock option or other plan, may fix the terms of stock
subject to classification or reclassification and the terms on which
any stock may be issued, including all terms and conditions required
or permitted to be established or authorized by the Board of
Directors.
Section 2. Proceedings and Quorum. In the absence of an appropriate resolution
of the Board of Directors, each committee may adopt such rules and
regulations governing its proceedings, quorum and manner of acting
as it shall deem proper and desirable. In the event any member of
any committee is absent from any meeting, the members thereof
present at the meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Directors to act in the place of
such absent member.
ARTICLE V
OFFICERS, AGENTS AND EMPLOYEES
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Section 1. General. The officers of the Corporation shall be a President, a
Secretary and a Treasurer, and may include one or more Vice
Presidents, Assistant Secretaries or Assistant Treasurers, and such
other officers as may be appointed in accordance with the provisions
of Section 8 of this Article.
Section 2. Election, Tenure and Qualifications. The officers of the
Corporation, except those appointed as provided in Section 8 of this
Article V, shall be elected by the Board of Directors at its first
meeting and thereafter annually at an annual meeting. If any
officers are not chosen at any annual meeting, such officers may be
chosen at any subsequent regular or special meeting of the Board.
Except as otherwise provided in this Article V, each officer chosen
by the Board of Directors shall hold office until the next annual
meeting of the Board of Directors and until his or her successor
shall have been elected
<PAGE>
and qualified. Any person may hold one or more offices of the
Corporation except that a single person may not simultaneously hold
the offices of President and Vice President.
Section 3. Removal and Resignation. Whenever in the judgment of the Board of
Directors the best interest of the Corporation will be served
thereby, any officer may be removed from office by the vote of a
majority of the members of the Board of Directors at any regular
meeting or at a special meeting called for such purpose. Any officer
may resign his office at any time by delivering a written
resignation to the Board of Directors, the President, the Secretary,
or any Assistant Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
Section 4. President. The president shall be the chief executive officer of the
Corporation.. Subject to the supervision of the Board of Directors,
he or she shall have general charge of the business, affairs and
property of the Corporation, and general supervision over its
officers, employees and agents. Except as the Board of Directors may
otherwise order, he or she may sign in the name and on behalf of the
Corporation all deeds, bonds, contracts, or agreements. He or she
shall exercise such other powers and perform such other duties as
from time to time may be assigned to him or her by the Board of
Directors.
Section 5. Vice President. The Board of Directors may from time to time elect
one or more Vice Presidents who shall have such powers and perform
such duties as from time may be assigned to them by the Board of
Directors or the President. At the request or in the absence or
disability of the President, the Vice President (or, if there are
two or more Vice Presidents then the more senior of such officers
present and able to act) may perform all the duties of the President
and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. Any Vice President may
perform such duties as the Board of Directors may assign.
Section 6. Treasurer and Assistant Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Corporation and
shall have general charge of the finances and books of account of
the Corporation. Except as otherwise provided by the Board of
Directors, he or she shall have general supervision of the funds and
property of the Corporation and of the performance by the Custodian
of its duties with respect thereto. He or she shall render to the
Board of Directors whenever directed by the Board, an account of the
financial condition of the Corporation and of all his or her
transactions as Treasurer; and as soon as possible after the close
of each fiscal year, he or she shall make and submit to the Board of
Directors a like report for such fiscal year. He or she shall
perform all acts incidental to the Office of Treasurer, subject to
the control of the Board of Directors.
Any Assistant Treasurer may perform such duties of the Treasurer as
the Treasurer or the Board of Directors may assign, and, in the
absence of the Treasurer, the Assistant Treasurer (or if there are
two or more Assistant Treasurers, then the more senior of such
officers present and able to act) may perform all the duties of the
Treasurer.
<PAGE>
Section 7. Secretary and Assistant Secretaries. The Secretary shall attend to
the giving and serving of all notices of the Corporation and shall
record all proceedings of the meetings of the Shareholders and
Directors in books to be kept for that purpose. He or she shall keep
in safe custody the seal of the corporation, and shall have charge
of the records for the Corporation, including the stock books and
such other books and papers as the Board of Directors may direct and
such books, reports, certificates and other documents required by
law to be kept, all of which shall at all reasonable times be open
to inspection by any Director. He or she shall perform such other
duties as appertain to his or her office or as may be required by
the Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary as
the Secretary of the Board of Directors may assign, and, in the
absence of the Secretary, he or she (or if there are two or more
Assistant Secretaries, then the more senior of such officers present
and able to act) may perform all the duties of the Secretary.
Section 8. Subordinate Officers. The Board of Directors from time to time may
appoint such other officers or agents as it may deem advisable, each
of whom shall have such title, hold office for such period, have
such authority and perform such duties as the Board of Directors may
determine. The Board of Directors may from time to time delegate to
one or more officers or agents the power to appoint any such
subordinate officers or agents and to prescribe their rights, terms
of office, authorities and duties.
Section 9. Remuneration. The salaries or other compensation of the officers of
the Corporation shall be fixed from time to time by resolution of
the Board of Directors, except that the Board of Directors may by
resolution delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate officers
or agents appointed in accordance with the provisions of Section 8
of this Article V.
Section 10. 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 of 1940,
as amended, and the rules and regulations of the Securities and
Exchange Commission) 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 or her 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 or her hands.
ARTICLE VI
INDEMNIFICATION AND INSURANCE
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Section 1. Indemnification of Officers, Directors, Employees and Agents: The
Corporation shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative ("Proceeding'), by reason of the
fact that he or she is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee, partner, trustee or agent of
another corporation, partnership, joint venture, trust, or other
enterprise, against all reasonable expenses (including attorneys'
fees) actually incurred, and judgments, fines, penalties
<PAGE>
and amounts paid in settlement in connection with such Proceeding to
the maximum extent permitted by law, now existing or hereafter
adopted. Notwithstanding the foregoing, the following provisions
shall apply with respect to indemnification of the Corporation's
directors, officers, and investment adviser (as defined in the
Investment Company act of 1940, as amended):
(a) Whether or not there is an adjudication of liability in such
Proceeding, the Corporation shall not indemnify any such person for
any liability arising by reason of such person's willful
misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his or her office or reckless
disregard of his duties under any contract or agreement with the
Corporation ("Disabling Conduct").
(b) The Corporation shall not indemnify any such person unless:
(1) the court or other body before which the proceeding was
brought (a) dismisses the Proceeding for insufficiency of
evidence of any disabling conduct, or (b) reaches a final
decision on the merits that such person was not liable by
reason of disabling conduct; or
(2) absent such a decision, a reasonable determination is
made, based upon a review of the facts, by (a) the vote of a
majority of a quorum of the directors of the Corporation who
are neither "interested persons" of the Corporation as defined
in the Investment Company act of 1940, as amended, nor parties
to the Proceeding, or (b) if a majority of a quorum of
directors described above so directs, or if such quorum is not
obtainable, based upon a written opinion by independent legal
counsel, that such person was not liable by reason of
disabling conduct.
(c) Reasonable expenses (including attorneys' fees) incurred in
defending a Proceeding involving any such person will be paid by the
Corporation in advance of the final disposition thereof upon an
undertaking by such person to repay such expenses unless it is
ultimately determined that he or she is entitled to indemnification,
if:
(1) such person shall provide adequate security for his or her
undertaking;
(2) the Corporation shall be insured against losses arising by
reason of such advance; or
(3) a majority of a quorum of the directors of the Corporation
who are neither "interested persons" of the Corporation as
defined in the Investment Company act of 1940, as amended, nor
parties to the proceeding, or 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
person will be found to be entitled to indemnification.
Section 2. Insurance of Officers, Directors, Employees and Agents: The
Corporation may purchase and maintain insurance or other sources of
reimbursement to the extent permitted by law on behalf of any person
who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer,
<PAGE>
employee, partner, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in
or arising out of his or her position.
Section 3. Non-exclusivity: The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the
Articles of Incorporation, these By-Laws, any agreement, vote of
stockholders or directors, or otherwise, both as to action in his or
her official capacity and as to action in another capacity while
holding such office.
ARTICLE VII
CAPITAL STOCK
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Section 1. Stock Certificates. The interest of each shareholder of the
Corporation may be evidenced by certificates for shares of stock in
such form as the Board of Directors may from time to time prescribe.
The Board of Directors is expressly empowered to direct that stock
certificates not be issued to evidence such shareholder ownership,
and in such a case, the Board of Directors prescribe such other
method or arrangement for the recording of such interests as they
deem reasonable and proper.
In the event that the Board of Directors elects to issue stock
certificates, the certificates representing shares of stock shall be
signed by or in the name of the Corporation by the President or a
Vice President and countersigned by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer. Certificates
may be sealed with the actual corporate seal or a facsimile of it or
in any other form. Any or all of the signatures of the seal on the
certificate may be manual or 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 unless written instructions of the
Corporation to the contrary are delivered to such officer, transfer
agent or registrar.
Section 2. Stock Ledgers. The stock ledgers of the Corporation, containing the
names and addresses of the Shareholders and the number of shares
held by them respectively, shall be kept at the principal offices of
the Corporation or, if the Corporation employs a transfer agent, at
the offices of the transfer agent of the Corporation.
Section 3. 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 proper evidence of
succession, assignment or authority to transfer, with such proof of
the authenticity of the signature as the Corporation or its agents
may reasonably require and the payment of all taxes thereon. Except
as otherwise provided by law, the Corporation
<PAGE>
shall be entitled to recognize the exclusive right of a person in
whose name any share or shares stand on the record of Shareholders
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. 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.
Section 4. 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 stock 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 of
capital stock 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. 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 may,
in its discretion, 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
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.
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." The Board of Directors may otherwise alter the form of the
seal. Said seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced. Any Officer or Director of the
Corporation shall have the authority to affix the corporate seal of the
Corporation to any document requiring the same.
ARTICLE IX
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be determined by resolution of the
Board of Directors.
<PAGE>
ARTICLE X
DEPOSITORIES AND CUSTODIANS
---------------------------
Section 1. Depositories. The funds of the Corporation shall be deposited with
such banks or other depositories as the Board of Directors of the
Corporation may from time to time determine.
Section 2. Custodians. All securities and other investments shall be deposited
in the safe keeping 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 safe
keeping of the securities and investments of the Corporation shall
contain provisions complying with the Investment Company Act of
1940, as amended, and the general rules and regulations thereunder.
ARTICLE XI
EXECUTION OF INSTRUMENTS
------------------------
Section 1. 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 or these By-Laws provide.
Section 2. Sale or Transfer of Securities. Stock certificates, bonds or other
securities owned by the Corporation may be held on behalf of the
Corporation by a Custodian selected by the Board of Directors, and
may be transferred or otherwise disposed of only as allowed pursuant
to 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, any 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 Corporation shall employ an independent public accountant or a firm of
independent public accountants as its accountants to examine the accounts of the
Corporation and to sign and certify financial statements filed by the
Corporation.
ARTICLE XIII
RECORD KEEPING PURSUANT TO STATUTORY REQUIREMENTS
-------------------------------------------------
Any and all books, records, documents and other writings and memoranda, of
any nature whatever, that are or may be subject to record keeping requirements
under federal or state statutes shall be kept and maintained in the manner and
for the time periods prescribed under the Investment Company Act of 1940, as
amended.
<PAGE>
ARTICLE XIV
AMENDMENTS
----------
Section 1. General: Except as provided in Sections 2 and 3 hereof, all By-Laws
of the Corporation, whether adopted by the board of directors or the
stockholders, shall be subject to amendment, alteration or repeal,
and new By-Laws may be made, by the affirmative vote of a majority
of either:
(a) the holders of record of the outstanding shares of stock of the
Corporation entitled to vote, at any meeting, the notice or waiver
of notice of which shall have specified or summarized the proposed
amendment, alteration, repeal or new By-Law; or
(b) the directors, at any regular or special meeting the notice or
waiver of notice of which shall have specified or summarized the
proposed amendment, alteration, repeal or new By-Law.
Section 2. By Stockholders Only:
(a) No amendment of any section of these By-Laws shall be made
except by the stockholders of the Corporation if the By-Laws provide
that such section may not be amended, altered or repealed except by
the stockholders.
(b) From and after the issuance of any shares of the capital stock
of the Corporation, no amendment of this Article XVI shall be made
except by the stockholders of the Corporation.
Section 3. Limitation on Amendment: No amendment to Article VI of these By-Laws
shall narrow or eliminate any right to expenses, indemnification or
insurance for any claim or proceeding arising out of conduct
occurring prior to said amendment.
These By-Laws were adopted by the Directors of the Company on ______________,
2000.
