Exhibit (b): Bylaws
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BYLAWS
OF
HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST
(a Delaware Business Trust)
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.........................................................1
ARTICLE II OFFICES............................................................1
Section 1. Resident Agent............................................1
Section 2. Offices...................................................1
ARTICLE III SHAREHOLDERS......................................................1
Section 1. Meetings..................................................1
Section 2. Notice of Meetings........................................2
Section 3. Record Date for Meetings and Other Purposes...............2
Section 4. Proxies...................................................2
Section 5. Action Without Meeting....................................3
ARTICLE IV TRUSTEES...........................................................4
Section 1. Meetings of the Trustees..................................4
Section 2. Quorum and Manner of Acting...............................5
ARTICLE V COMMITTEES..........................................................5
Section 1. Executive and Other Committees............................5
Section 2. Meetings, Quorum and Manner of Acting.....................6
ARTICLE VI OFFICERS...........................................................6
Section 1. General Provisions........................................6
Section 2. Term of Office and Qualifications.........................7
Section 3. Removal...................................................7
Section 4. Powers and Duties of the President........................7
Section 5. Powers and Duties of Vice Presidents......................8
Section 6. Powers and Duties of the Treasurer........................8
Section 7. Powers and Duties of the Secretary........................8
Section 8. Powers and Duties of Assistant Treasurers.................9
Section 9. Powers and Duties of Assistant Secretaries................9
Section 10. Compensation of Officers and Trustees and Members
of the Advisory Board.....................................9
ARTICLE VII IDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS........9
Section 1. Agents, Proceedings, Expenses.............................9
Section 2. Indemnification..........................................10
Section 3. Limitations, Settlements.................................10
Section 4. Insurance, Rights Not Exclusive..........................11
Section 5. Advance of Expenses......................................11
Section 6. Fiduciaries of Employee Benefit Plan.....................11
ARTICLE VIII FISCAL YEAR.....................................................12
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ARTICLE IX SEAL..............................................................12
ARTICLE X WAIVERS OF NOTICE..................................................12
ARTICLE XI CUSTODY OF SECURITIES.............................................13
Section 1. Action Upon Termination of Custodian Agreement...........13
Section 2. Provisions of Custodian Agreement........................13
Section 3. Acceptance of Receipts in Lieu of Certificates...........14
ARTICLE XII AMENDMENTS.......................................................14
ARTICLE XIII INSPECTION OF BOOKS.............................................14
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BYLAWS
OF
HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST
ARTICLE I
DEFINITIONS
Any terms defined in the Trust Instrument of Hillman Capital Management
Investment Trust as dated July 14, 2000, as amended from time to time, shall
have the same meaning when used herein.
ARTICLE II
OFFICES
Section 1. Resident Agent. The Trust shall maintain a resident agent in
the State of Delaware, which agent shall initially be The Corporation Trust
Company, 1209 Orange Street, Wilmington, Delaware 19801. The Trustees may
designate a successor resident agent, provided, however, that such appointment
shall not become effective until written notice thereof is delivered to the
office of the Secretary of State.
Section 2. Offices. The Trust may have its principal office and other
offices in such places within as well as without the State of Delaware as the
Trustees may from time to time determine.
ARTICLE III
SHAREHOLDERS
Section 1. Meetings. Meetings of the Shareholders shall be held as
provided in the Trust Instrument at such place within or without the State of
Delaware as the Trustees shall designate.
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Section 2. Notice of Meetings. Notice of all meetings of the
Shareholders, stating the time, place and purposes of the meeting, shall be
given by the Trustees by mail to each Shareholder at his address as recorded on
the register of the Trust mailed at least ten (10) days and not more than sixty
(60) days before the meeting. Only the business stated in the notice of the
meeting shall be considered at such meeting. Any adjourned meeting may be held
as adjourned without further notice. No notice need be given to any Shareholder
who shall have failed to inform the Trust of his current address or if a written
waiver of notice, executed before or after the meeting by the Shareholder or
his/her attorney thereunto authorized, is filed with the records of the meeting.
Section 3. Record Date for Meetings and Other Purposes. For the purpose
of determining the Shareholders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer books for such
period, not exceeding sixty (60) days, as the Trustees may determine; or without
closing the transfer books the Trustees may fix a date not more than sixty (60)
days prior to the date of any meeting of Shareholders or distribution or other
action as a record date for the determinations of the persons to be treated as
Shareholders of record for such purposes, subject to the provisions of the Trust
Instrument.
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Section 4. Proxies. At any meeting of Shareholders, any holder of
Shares entitled to vote may vote by proxy, provided that no proxy shall be voted
at any meeting unless it shall have been placed on file with the Secretary, or
with such other officer or agent of the Trust as the Secretary may direct, for
verification prior to the time at which such vote shall be taken. Proxies may be
solicited in the name of one or more Trustees or one or more of the officers of
the Trust. Only Shareholders of record as of the record date shall be entitled
to vote. Each whole share shall be entitled to one vote as to any matter on
which it is entitled by the Trust Instrument to vote, and each fractional Share
shall be entitled to a proportionate fractional vote. When any Share is held
jointly by two or more persons, any one of them may vote at any meeting in
person or by proxy in respect of such Share, but if more than one of them shall
be present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Share. A proxy purporting to be executed by or on
behalf of a Shareholder shall be deemed valid unless challenged at or prior to
its exercise, and the burden of proving invalidity shall rest on the challenger.
If the holder of any such Share is a minor or legally incompetent, and subject
to guardianship or the legal control of any other person as regards the charge
or management of such Share, the person may vote by his or her guardian or such
other person appointed or having such control, and such vote may be given in
person or by proxy. For purposes of this Section, a proxy granted by telephone,
telegram, telex, telecopy, internet, computer interface or other electronic
method of document transfer shall be deemed "executed by or on behalf of a
Shareholder."
Section 5. Action Without Meeting. Any action that may be taken by
Shareholders may be taken without a meeting if all Shareholders entitled to vote
on the matter consent to the action in writing and the written consents are
filed with the records of the meetings of Shareholders. Such consents shall be
treated for all purposes as a vote taken at a meeting of Shareholders.
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ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice of
regular or stated meetings need not be given. Meetings of the Trustees other
than regular or stated meetings shall be held whenever called by the President,
or by any one of the Trustees, at the time being in office. Notice of the time
and place of each meeting other than regular or stated meetings shall be given
by the Secretary or an Assistant Secretary or by the officer or Trustee calling
the meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be sent by facsimile, telegraphed, cabled, or sent by
internet, computer interface or other electronic method of document transfer to
each Trustee at his business address, or personally delivered to him or her at
least one day before the meeting. Such notice may, however, be waived by any
Trustee. 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. A notice or waiver of notice need not specify the purpose of any
meeting. Pursuant to Section 4.05 of the Trust, the Trustees shall appoint one
of their number to be Chairman of the Board of the Trustees. The Trustees may
meet by means of a telephone conference circuit or similar communications
equipment by means of which all persons participating in the meeting can hear
one another. Participation in a telephone conference meeting shall constitute
presence in person at such meeting. Any action required or permitted to be taken
at any meeting of the Trustees may be taken by the Trustees without a meeting if
all the Trustees consent to the action in writing and the written consents are
filed with the records of the Trustees' meetings. Such consents shall be treated
as a vote for all purposes.
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Section 2. Quorum and Manner of Acting. A majority of the Trustees
shall be present in person at any regular or special meeting of the Trustees in
order to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Trust Instrument or these Bylaws) the
act of a majority of the Trustees present at any such meeting, at which a quorum
is present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.
ARTICLE V
COMMITTEES
Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) to hold office at the pleasure
of the Trustees, which shall have the power to conduct the current and ordinary
business of the Trust while the Trustees are not in session, including the
purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust, and such other powers of the
Trustees as the Trustees may, from time to time, delegate to them except those
powers which by law, the Trust Instrument or these Bylaws they are prohibited
from delegating. The Trustees may also elect from their own number other
Committees from time to time, the number composing such Committees, the powers
conferred upon the same (subject to the same limitations as with respect to the
Executive Committee) and the term of membership on such Committees to be
determined by the Trustees. The Trustees may designate a chairman of any such
Committee. In the absence of such designation, the Committee may elect its own
Chairman.
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Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1)
provide for stated meetings of any Committee, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be kept with the
records of the Trust.
ARTICLE VI
OFFICERS
Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Trust may require, including one or more Executive Vice Presidents, one
or more Vice Presidents, one or more Assistant Secretaries, and one or more
Assistant Treasurers. The Trustees may delegate to any officer or Committee the
power to appoint any subordinate officers or agents.
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Section 2. Term of Office and Qualifications. Except as otherwise
provided by law, the Trust Instrument or these Bylaws, the President, the
Treasurer and the Secretary shall each hold office until his or her successor
shall have been duly elected and qualified, and all other officers shall hold
office at the pleasure of the Trustees. The Secretary and Treasurer may be the
same person. A Vice President and the Treasurer or Assistant Treasurer or a Vice
President and the Secretary or Assistant Secretary may be the same person, but
the offices of Vice President and Secretary and Treasurer shall not be held by
the same person. The President shall hold no other office. Except as above
provided, any two offices may be held by the same person. Any officer may be,
but none need be, a Trustee or Shareholder.
Section 3. Removal. The Trustees, at any regular or special meeting of
the Trustees, may remove any officer with or without cause, by a vote of a
majority of the Trustees then in office. Any officer or agent appointed by an
officer or Committee may be removed with or without cause by such appointing
officer or Committee.
Section 4. Powers and Duties of the President. The President may call
meetings of the Trustees and of any Committee thereof when he or she deems it
necessary and shall preside at all meetings of the Shareholders. Subject to the
control of the Trustees and to the control of any Committees of the Trustees,
within their respective spheres, as provided by the Trustees, he or she shall at
all times exercise a general supervision and direction over the affairs of the
Trust. He or she shall have the power to employ attorneys and counsel for the
Trust and to employ such subordinate officers, agents, clerks and employees as
he may find necessary to transact the business of the Trust. He or she shall
also have the power to grant, issue, execute or sign such powers of attorney,
proxies or other documents as may be deemed advisable or necessary in
furtherance of the interests of the Trust. The President shall have such other
powers and duties as from time to time may be conferred upon or assigned to him
or her by the Trustees.
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Section 5. Powers and Duties of Vice Presidents. In the absence or
disability of the President, any Vice President designated by the Trustees shall
perform all the duties and may exercise any of the powers of the President,
subject to the control of the Trustees. Each Vice President shall perform such
other duties as may be assigned to him or her from time to time by the Trustees
and the President.
Section 6. Powers and Duties of the Treasurer. The Treasurer shall be
the principal financial and accounting officer of the Trust. He or she shall
deliver all funds of the Trust that may come into his or her hands to such
Custodian as the Trustees may employ pursuant to Article X of these Bylaws. He
or she shall in general perform all 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 Trustees.
Section 7. Powers and Duties of the Secretary. The Secretary shall keep
the minutes of all meetings of the Trustees and of the Shareholders among the
Trust records; he or she shall have custody of the seal of the Trust; he or she
shall have charge of the Share transfer books, lists and records unless the same
are in the charge of the Transfer Agent. He or she shall attend to the giving
and serving of all notices by the Trust in accordance with the provisions of
these Bylaws and as required by law; and subject to these Bylaws, he or she
shall in general perform all 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 Trustees.
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Section 8. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from time
to time may be assigned to him or her by the Trustees.
Section 9. Powers and Duties of Assistant Secretaries. In the absence
or disability of the Secretary, any Assistant Secretary designated by the
Trustees shall perform all the duties, and may exercise any of the powers, of
the Secretary. Each Assistant Secretary shall perform such other duties as from
time to time may be assigned to him or her by the Trustees.
Section 10. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable provisions of the Trust Instrument,
the compensation of the officers and Trustees and members of any Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such compensation as such officer
by reason of the fact that he or she is also a Trustee.
ARTICLE VII
INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES AND OTHER AGENTS
Section 1. Agents, Proceedings, Expenses. For the purpose of this
Article, "agent" means any Person who is or was a Trustee, officer, employee or
other agent of the Trust or is or was serving at the request of the Trust as a
trustee, director, officer, employee or agent of another organization in which
the Trust has any interest as a shareholder, creditor or otherwise; "proceeding"
means any threatened, pending or completed claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative (including appeals);
and "expenses" includes, without limitation, attorneys, fees, costs, judgments,
amounts paid in settlement, fines, penalties and all other liabilities
whatsoever.
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Section 2. Indemnification. Subject to the exceptions and limitations
contained in Section 3 of this Article VII, every agent shall be indemnified by
the Trust to the fullest extent permitted by law against all liabilities and
against all expenses reasonably incurred or paid by him or her in connection
with any proceeding in which he or she becomes involved as a party or otherwise
by virtue of his or her being or having been an agent.
Section 3. Limitations, Settlements. No indemnification shall be
provided hereunder to an agent:
a. who shall have been adjudicated, by the court or
other body before which the proceeding was brought,
to be 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 his or her office
(collectively, "disabling conduct"); or
b. with respect to any proceeding disposed of (whether
by settlement, pursuant to a consent decree or
otherwise) without an adjudication by the court or
other body before which the proceeding was brought
that such agent was liable to the Trust or its
Shareholders by reason of disabling conduct, unless
there has been a determination that such agent did
not engage in disabling conduct:
(1) by the court or other body before
which the proceeding was brought;
(2) by at least a majority of those
Trustees who are neither Interested
Persons of the Trust nor are parties
to the proceeding based upon a
review of readily available facts
(as opposed to a full trial-type
inquiry); or
(3) by written opinion of independent
legal counsel based upon a review of
readily available facts (as opposed
to a full trial-type inquiry);
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provided, however, that indemnification shall be provided hereunder to an agent
with respect to any proceeding in the event of (1) a final decision on the
merits by the court or other body before which the proceeding was brought that
the agent was not liable by reason of disabling conduct, or (2) the dismissal of
the proceeding by the court or other body before which it was brought for
insufficiency of evidence of any disabling conduct with which such agent has
been charged.
Section 4. Insurance, Rights Not Exclusive. The rights of
indemnification herein provided (i) may be insured against by policies
maintained by the Trust on behalf of any agent, (ii) shall be severable, (iii)
shall not be exclusive of or affect any other rights to which any agent may now
or hereafter be entitled and (iv) shall inure to the benefit of the agent's
heirs, executors and administrators.
Section 5. Advance of Expenses. Expenses incurred by an agent in
connection with the preparation and presentation of a defense to any proceeding
may be paid by the Trust from time to time prior to final disposition thereof
upon receipt of an undertaking by, or on behalf of, such agent that such amount
will be paid over by him or her to the Trust if it is ultimately determined that
he or she is not entitled to indemnification under this Article VII; provided,
however, that (a) such agent shall have provided appropriate security for such
undertaking, (b) the Trust is insured against losses arising out of any such
advance payments, or (c) either a majority of the Trustees who are neither
Interested Persons of the Trust nor parties to the proceeding, or independent
legal counsel in a written opinion, shall have determined, based upon a review
of the readily available facts (as opposed to a trial-type inquiry or full
investigation), that there is reason to believe that such agent will be found
entitled to indemnification under this Article VII.
Section 6. Fiduciaries of Employee Benefit Plan. This Article does not
apply to any proceeding against any trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1 of
this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise, which shall be enforceable to the
extent permitted by applicable law other than this Article VII.
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ARTICLE VIII
FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of September
in each year and shall end on the 31st day of August in each year, provided,
however, that the Trustees may from time to time change the fiscal year.
ARTICLE IX
SEAL
The Trustees may adopt a seal that shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE X
WAIVERS OF NOTICE
Whenever any notice is required to be given by law, the Trust
Instrument or these Bylaws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. A notice shall be deemed to have
been telegraphed, cabled or sent by Internet, computer interface or other
electronic method of document transfer for the purposes of these Bylaws when it
has been delivered to a representative of the Trust or any telegraph or cable
company with instructions that it be telegraphed, cabled or sent by other
electronic method of document transfer.
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ARTICLE XI
CUSTODY OF SECURITIES
Section 1. Action Upon Termination of Custodian Agreement. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the Trustees shall promptly appoint a successor custodian, but in the
event that no successor custodian can be found who has the required
qualifications and is willing to serve, the Trustees shall call as promptly as
possible a special meeting of the Shareholders to determine whether the Trust
shall function without a custodian or shall be liquidated. If so directed by
vote of the holders of a majority of the outstanding voting securities, the
Custodian shall deliver and pay over all Trust Property held by it as specified
in such vote.
Section 2. Provisions of Custodian Agreement. The following provisions
shall apply to the employment of a Custodian and to any contract entered into
with the Custodian so employed:
The Trustees shall cause to be delivered to the Custodian all
securities included in the Trust Property or to which the Trust may become
entitled, and shall order the same to be delivered by the Custodian only in
completion of a sale, exchange, transfer, pledge, loan of portfolio securities
to another person, or other disposition thereof, all as the Trustees may
generally or from time to time require or approve or to a successor Custodian;
and the Trustees shall cause all funds included in the Trust Property or to
which it may become entitled to be paid to the Custodian, and shall order the
same disbursed only for investment against delivery of the securities acquired,
or the return of cash held as collateral for loans of portfolio securities, or
in payment of expenses, including management compensation, and liabilities of
the Trust, including distributions to shareholders, or to a successor Custodian.
In connection with the Trust's purchase or sale of futures contracts, the
Custodian shall transmit, prior to receipt on behalf of the Trust of any
securities or other property, funds from the Trust's custodian account in order
to furnish to and maintain funds with brokers as margin to guarantee the
performance of the Trust's futures obligations in accordance with the applicable
requirements of commodities exchanges and brokers.
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Section 3. Acceptance of Receipts in Lieu of Certificates. Subject to
such rules, regulations and orders as the Commission may adopt, the Trustees may
direct the Custodian to accept written receipts or other written evidences
indicating purchases of securities held in book-entry form in the Federal
Reserve System in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal Reserve Banks in
lieu of receipt of certificates representing such securities.
ARTICLE XII
AMENDMENTS
These Bylaws, or any of them, may be altered, amended or repealed, or
new Bylaws may be adopted by (a) a vote of a majority of the Shares outstanding
and entitled to vote or (b) the Trustees, provided, however, that no Bylaw may
be amended, adopted or repealed by the Trustees if such amendment, adoption or
repeal requires, pursuant to law, the Trust Instrument or these Bylaws, a vote
of the Shareholders.
ARTICLE XIII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and regulations
the accounts and books of the Trust, or any of them, shall be open to the
inspection of the shareholders; and no shareholder shall have any right of
inspecting any account or book or document of the Trust except as conferred by
law or authorized by the Trustees or by resolution of the Shareholders.
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