BY-LAWS
OF
SATUIT CAPITAL MANAGEMENT TRUST
These By-Laws are made and adopted pursuant to Section 2.7 of the
Declaration of Trust establishing Satuit Capital Management Trust (the "Trust"),
dated August 29, 2000, as from time to time amended (the "Declaration"). All
words and terms capitalized in these By-Laws that are not otherwise defined
herein shall have the meaning or meanings set forth for such words or terms in
the Declaration.
ARTICLE I
HOLDERS MEETINGS
Section 1.1. Chairman. Subject to Section 3.6 of these By-Laws, the
Managing Director shall act as chairman at all meetings of the Holders, or the
Trustees present at each meeting may elect a temporary chairman for the meeting,
who may be a Trustee.
Section 1.2. Proxies; voting. Holders may vote either in person or by
duly executed proxy and each Holder shall be entitled to a vote proportionate to
his Interest in each Series in the Trust, all as provided in Article IX of the
Declaration. No proxy shall be valid after eleven (11) months from the date of
its execution, unless a longer period is expressly stated in such proxy.
Section 1.3. Fixing Record Dates. For the purpose of determining the
Holders who are entitled to notice of or to vote or act at a meeting, including
any adjournment thereof, the Trustees may from time to time fix a record date in
the manner provided in Section 9.3 of the Declaration. If the Trustees do not,
prior to any meeting of the Holders, so fix a record date, then the record date
for determining Holders entitled to notice of or to vote at the meeting of
Holders shall be the thirtieth day before the meeting.
Section 1.4. Inspectors of Election. In advance of any meeting of the
Holders, the Trustees may appoint one or more Inspectors of Election to act at
the meeting or any adjournment thereof. If Inspectors of Election are not
appointed in advance by the Trustees, the chairman, if any, of any meeting of
the Holders may, and on the request of any Holder or his proxy shall, appoint
one or more Inspectors of Election of the meeting. In case any person appointed
as Inspector fails to appear or fails or refuses to act, the vacancy may be
filled by appointment made by the Trustees in advance of the convening of the
meeting or at the meeting by the person acting as chairman. The Inspectors of
Election shall determine the Interests owned by Holders, the Interests
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, shall receive votes, ballots or consents, shall
hear and determine all challenges and questions in any way arising in connection
with the right to vote, shall count and tabulate all votes or consents,
determine the results, and do such other acts as may be proper to conduct the
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election or vote with fairness to all Holders. If there is more than one
Inspector of Election, the decision, act or certificate of a majority is
effective in all respects as the decision, act or certificate of all Inspectors
of Election. On request of the chairman, if any, of the meeting, or of any
Holder or his proxy, the Inspectors of Election shall make a report in writing
of any challenge or question or matter determined by them and shall execute a
certificate of any facts found by them.
Section 1.5. Records at Holders' Meetings: Inspection of Records. At
each meeting of the Holders there shall be open for inspection the minutes of
the last previous meeting of Holders of the Trust and a list of the Holders of
the Trust, certified to be true and correct by the secretary or other proper
agent of the Trust, as of the record date of the meeting. Such list of Holders
shall contain the name of each Holder in alphabetical order and the address and
Interests owned by such Holder. Subject to such restrictions as the Trustees may
reasonably impose, the Holders shall have the right to inspect books and records
of the Trust during normal business hours and for any purpose not harmful to the
Trust.
ARTICLE II
TRUSTEES
Section 2.1. Annual and Regular Meetings. The Trustees shall hold an
annual meeting for the election of officers and the transaction of other
business which may come before such meeting. Regular meetings of the Trustees
may be held on such notice at such place or places and times as the Trustees may
by resolution provide from time to time.
Section 2.2. Special Meetings. Special Meetings of the Trustees shall
be held upon the call of the Chairman, if any, the Managing Director, the
Secretary or any two Trustees, by oral, telegraphic, telephonic or written
notice duly served on or sent or mailed to each Trustee not less than one day
before the meeting. No notice need be given to any Trustee who attends in person
or to any Trustee who, in writing signed and filed with the records of the
meeting either before or after the holding thereof, waives notice. Notice or
waiver of notice need not state the purpose or purposes of the meeting.
Section 2.3. Chairman: Records. The Chairman, if any, shall act as
chairman at all meetings of the Trustees; in his absence the Managing Director
shall act as chairman; and, in the absence of the Chairman and the Managing
Director, the Trustees present shall elect one of their number to act as
temporary chairman. The results of all actions taken at a meeting of the
Trustees, or by written consent of the Trustees, shall be recorded by the
Secretary.
ARTICLE III
OFFICERS
Section 3.1. Executive Officers. The executive officers of the Trust
shall be the Managing Director, Secretary, and Treasurer. If the Trustees shall
elect a Chairman pursuant to Section 3.6 of these By-Laws, then the Chairman
shall also be an executive officer of the Trust. If the Trustees shall elect one
or more Associate Directors, each such Associate Director shall be an executive
officer. The Chairman, if there be one, shall be elected from among the
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Trustees, but no other executive officer need be a Trustee. Any two or more
executive offices, except those of Managing Director and Associate Director, may
be held by the same person. A person holding more than one office may not act in
more than one capacity to execute, acknowledge or verify on behalf of the Trust
an instrument required by law to be executed, acknowledged and verified by more
than one officer. The executive officers of the Trust shall be elected at each
annual meeting of Trustees.
Section 3.2. Other Officers and Agents. The Trustees may also elect one
or more Associate Directors, Assistant Secretaries and Assistant Treasurers, and
such other officers and agents as the Trustees shall at any time and from time
to time deem to be advisable. The Managing Director may also appoint, rename, or
fix the duties, compensations or terms of office of one or more Associate
Directors, Assistant Secretaries and Assistant Treasurers as may be necessary or
appropriate to facilitate management of the Trust's affairs.
Section 3.3. Election and Tenure. At the initial organization meeting
and thereafter at each annual meeting of the Trustees, the Trustees shall elect
the Chairman, if any, Managing Director, Secretary, or Treasurer and such other
officers as the Trustees shall deem necessary or appropriate in order to carry
out the business of the Trust. Such officers shall hold office until their
successors have been duly elected and qualified. The Trustees may fill any
vacancy in office or add any additional officers at any time.
Section 3.4. Removal of officers. Any officer may be removed at any
time, with or without cause, by action of a majority of the Trustees. This
provision shall not prevent the making of a contract of employment for a
definite term with any officer and shall have no effect upon any cause of action
which any officer may have as a result of removal in breach of a contract of
employment. Any officer may resign at any time by notice in writing signed by
such officer and delivered or mailed to the Chairman, if any, Managing Director,
or Secretary, and such resignation shall take effect immediately, or at a later
date according to the terms of such notice in writing.
Section 3.5. Authority and Duties. All officers as between themselves
and the Trust shall have such powers, perform such duties and be subject to such
restrictions, if any, in the management of the Trust as may be provided in these
By-Laws and the Declaration, or, to the extent not so provided, as may be
prescribed by the Trustees or by the Managing Director acting under authority
delegated by the Trustees pursuant to Section 3.2 of these By-Laws.
Section 3.6. Chairman. When and if the Trustees deem such action to be
necessary or appropriate, they may elect a Chairman from among the Trustees. The
Chairman shall preside at meetings of the Holders and of the Trustees and he
shall have such other powers and duties as may be prescribed by the Trustees.
The Chairman shall in the absence or disability of the Managing Director
exercise the powers and perform the duties of the Managing Director.
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Section 3.7. Managing Director. The Managing Director shall be the
chief executive officer of the Trust. He shall have general and active
management of the activities of the Trust, shall see to it that all orders,
policies and resolutions of the Trustees are carried into effect, and, in
connection therewith, shall be authorized to delegate to any Associate Director
of the Trust such of his powers and duties as Managing Director and at such
times and in such manner as he shall deem advisable. In the absence or
disability of the Chairman, or if there be no Chairman, the Managing Director
shall preside at all meetings of the Holders and of the Trustees and he shall
have such other powers and perform such other duties as are incident to the
office of a corporate president and as the Trustees may from time to time
prescribe. The Managing Director shall be, ex officio, a member of all standing
committees, subject to the direction of the Trustees, the Managing Director
shall have the power, in the name and on behalf of the Trust, to execute any and
all loan documents, contracts, agreements, deeds, mortgages, and other
instruments in writing, and to employ and discharge employees and agents of the
Trust. Unless otherwise directed by the Trustees, the Managing Director shall
have full authority and power, on behalf of all of the Trustees, to attend and
to act and to vote, on behalf of the Trust at any meetings of business
organizations in which the Trust holds an interest or to confer such powers upon
any other persons, by executing any proxies duly authorizing such persons.
Section 3.8.Associate Director. The Associate Director, if any, or, if
there be more than one, the Associate Director, shall assist the Managing
Director in the management of the activities of the Trust and the implementation
of orders, policies and resolutions of the Trustees at such times and in such
manner as the Managing Director may deem to be advisable. If there be more than
one Associate Director, the Trustees may designate one as the Executive
Associate Director, in which case he shall be first in order of seniority, and
the Trustees may also grant to other Associate Directors such titles as shall be
descriptive of their respective functions or indicative of their relative
seniority. In the absence or disability of both the Managing Director and the
Chairman, or in the absence or disability of the Managing Director if there be
no Chairman, the Associate Director, or, if there be more than one, the
Associate Directors in the order of their relative seniority, shall exercise the
powers and perform the duties of those officers. Subject to the direction of the
Managing Director, each Associate Director shall have the power in the name and
on behalf of the Trust to execute any and all loan documents, contracts,
agreements, deeds, mortgages and other instruments in writing, and, in addition,
shall have such other powers and perform such other duties as from time to time
may be prescribed by the Managing Director or by the Trustees.
Section 3.9. Assistant Associate Director. The Assistant Associate
Director, if any, or if there be more than one, the Assistant Associate
Directors, shall perform such duties as may from time to time be prescribed by
the Trustees or by the Managing Director acting under authority delegated by the
Trustees pursuant to Section 3.7 of these By-Laws.
Section 3.10. Secretary. The Secretary shall (a) keep the minutes of
the meetings and proceedings and any written consents evidencing actions of the
Holders, the Trustees and any committees of the Trustees in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; (c) be custodian of
the corporate records and of the seal of the Trust and, when authorized by the
Trustees, cause the seal of the Trust to be affixed to any document requiring
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it, and when so affixed attested by his signature as Secretary or by the
signature of an Assistant Secretary; (d) perform any other duties commonly
incident to the office of secretary in a business trust organized under the laws
of the State of Delaware; and (e) in general, perform such other duties as from
time to time may be assigned to him by the Managing Director or by the Trustees.
Section 3.11. Assistant Secretaries. The Assistant Secretary, if any,
or, if there be more than one, the Assistant Secretaries in the order determined
by the Trustees or by the Managing Director, shall in the absence or disability
of the Secretary exercise the powers and perform the duties of the Secretary,
and he or she or they shall perform such other duties as the Trustees, the
Managing Director or the Secretary may from time to time prescribe.
Section 3.12. Treasurer. The Treasurer shall be the chief financial
officer of the Trust. The Treasurer shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust, shall deposit all
monies and other valuable effects in the name and to the credit of the Trust in
such depositories as may be designated by the Trustees, and shall render to the
Trustees and the Managing Director, at regular meetings of the Trustees or
whenever they or the Managing Director may require it, an account of all his or
her transactions as Treasurer and of the financial condition of the Trust.
Certain of the duties of the Treasurer may be delegated to a chief accounting
officer.
Section 3.13. Assistant Treasurers. The Assistant Treasurer, if any,
or, if there be more than one, the Assistant Treasurers in the order determined
by the Trustees or by the Managing Director, shall in the absence or disability
of the Treasurer exercise the powers and perform the duties of the Treasurer,
and he or she or they shall perform such other duties as the Trustees, the
Managing Director or the Treasurer may from time to time prescribe.
ARTICLE IV
INDEMNIFICATION
Section 4.1. Compromise Payment. As to any matter disposed of (whether
by a compromise payment, pursuant to a consent decree or otherwise) without an
adjudication in a decision on the merits by a court, or by any other body before
which the proceeding was brought, a Person entitled to be indemnified under the
Declaration (hereinafter referred to as a "Covered Person") either (a) did not
act in good faith in the reasonable belief that such Covered Person's action was
in the best interests of the Trust or (b) is liable to the Trust or its Holders
by reason of willful misfeasance, bad faith, gross negligence or reckless
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disregard of the duties involved in the conduct of such Covered Person's office,
indemnification shall be provided if (a) approved as in the best interests of
the Trust, after notice that it involves such indemnification, by at least a
majority of the Trustees who are disinterested persons and are not Interested
Persons (provided that a majority of such Trustees then in office act on the
matter, upon a determination, based upon a review of readily available facts
(but not a full trial-type inquiry) that such Covered Person acted in good faith
in the reasonable belief that such Covered Person's action was in the best
interests of the Trust and is not liable to the Trust or its Holders by reason
of wilful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office, or (b) there has
been obtained an opinion in writing of independent legal counsel, based upon a
review of readily available facts (but not a full trial-type inquiry) to the
effect that such Covered Person appears to have acted in good faith in the
reasonable belief that such Covered Person's action was in the best interests of
the Trust and that such indemnification would not protect such Covered Person
against any liability to the Trust to which such Covered person would otherwise
be subject by reason of wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office. Any
approval pursuant to this Section shall not prevent the recovery from any
Covered Person of any amount paid to such Covered Person in accordance with this
Section 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 Holders by reason of wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office.
Section 4.2. 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, and a "disinterested person" is a person against whom none of
the actions, suits or other proceedings in question 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 such person.
Section 4.3. Limitation. Notwithstanding any provisions in the
Declaration and these By-Laws pertaining to indemnification, all such provisions
are limited by the following undertaking set forth in the rules promulgated by
the Securities and Exchange Commission:
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In the event that a claim for indemnification is
asserted by a Trustee, officer or controlling person of the
Trust in connection with the registered securities of the
Trust, the Trust will not make such indemnification unless (i)
the Trust has submitted, before a court or other body, the
question of whether the person to be indemnified was liable by
reason of wilful misfeasance, bad faith, gross negligence, or
reckless disregard of duties, and has obtained a final
decision on the merits that such person was not liable by
reason of such conduct or (ii) in the absence of such
decision, the Trust shall have obtained a reasonable
determination, based upon a review of the facts, that such
person was not liable by virtue of such conduct, by (a) the
vote of a majority of Trustees who are neither interested
persons as such term is defined in the Investment Company Act
of 1940, nor parties to the proceeding or (b) an independent
legal counsel in a written opinion.
The Trust will not advance attorneys' fees or other
expenses incurred by the person to be indemnified unless the
Trust shall have (i) received an undertaking by or on behalf
of such person to repay the advance unless it is ultimately
determined that such person is entitled to indemnification and
one of the following conditions shall have occurred: (x) such
person shall provide security for his undertaking, (y) the
Trust shall be insured against losses arising by reason of any
lawful advances or (z) a majority of the disinterested,
non-party Trustees of the Trust, or an independent legal
counsel in a written opinion, shall have determined that based
on a review of readily available facts there is a reason to
believe that such person ultimately will be found entitled to
indemnification.
ARTICLE V
COMMITTEES
Section 5.1. Appointment. The Trustees may appoint from their number an
executive committee and other committees. Except as the Trustees otherwise may
determine, any such committees may make rules for conduct of its business.
Section 5.2. Quorum; Voting. 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 the vote of a
majority of the members present (a quorum being present).
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ARTICLE VI
MISCELLANEOUS
Section 6.1. Depositories. Subject to Sections 7.1 and 7.2 of the
Declaration, the funds of the Trust shall be deposited in such depositories as
the Trustees shall designate and shall be drawn out on checks, drafts or other
orders signed by such officer, officers, agent or agents (including any adviser,
administrator or manager), as the Trustees may from time to time authorize.
Section 6.2. Seal. The seal of the Trust, if any, may be affixed to any
document, and the seal and its attestation may be lithographed, engraved or
otherwise printed on any document with the same force and effect as if it had
been imprinted and attested manually in the same manner and with the same effect
as if done by a Delaware corporation.
Section 6.3. Execution of Papers. Except as the Trustees generally or
in particular cases may authorize the execution thereof by such officer,
officers or agents, as provided in these By-Laws or as the Trustees may from
time to time by resolution provide, all deeds, leases, contracts, notes and
other obligations made by the Trustees shall be signed by the Managing Director,
any Associate Director, or by the Treasurer and need not bear the seal of the
Trust.
ARTICLE VII
INTEREST CERTIFICATES
Section 7.1. Interest Certificates. In lieu of issuing certificates for
Interests ("Interest Certificates"), the Trustees either may issue receipts
therefor or may keep accounts upon the books of the Trust for the record holders
of such Interests, who shall in either case, for all purposes hereunder, be
deemed to be the holders of certificates for such Interests as if they have
accepted such certificates and shall be held to have expressly assented and
agreed to the terms hereof.
The Trustees at any time may authorize the issuance of Interest
Certificates. In that event, each Holder shall be entitled to a certificate
stating the number of Interests and the value of such Interests in the Trust or
any Series thereof, owned by such Holder, in such form as shall be prescribed
from time to time by the Trustees. Such Interest Certificate shall be signed by
the Managing Director or Associate Director and by the Treasurer or Assistant
Treasurer. Such signatures may be facsimile if the Interest Certificate is
signed by a registrar, other than a Trustee, officer or employee of the Trust.
In case any officer who has signed or whose facsimile signature has been placed
on such Interest Certificate shall cease to be such officer before such Interest
Certificate is issued, it may be issued by the Trust with the same effect as if
he or she were such officer at the time of its issuance.
Section 7.2. Loss of Interest Certificates. The Trust, or if any agent
is appointed for the Trust to have such powers, such agent with the approval of
any two officers of the Trust, is authorized to issue and countersign
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replacement Interest Certificates for the Interests of the Trust which have been
lost, stolen or destroyed subject to the deposit of a bond or other indemnity in
such form and with such security, if any, as the Trustees may require.
Section 7.3. Discontinuance of Issuance of Certificates. The Trustees
at any time may discontinue the issuance of Interest Certificates and by written
notice to each Holder, may require the surrender of Interest Certificates to the
Trust for cancellation. Such surrender and cancellation shall not affect the
ownership of Interests in the Trust.
ARTICLE VIII
NON-TRANSFERABILITY OF INTERESTS
Section 8.1. Non-Transferability of interests. Except as provided in
Section 5.6 of the Declaration, Interests shall not be transferable. Except as
otherwise provided by law, the Trust shall be entitled to recognize the
exclusive right of a person in whose name Interests stand on the record of
Holders as the owner of such Interests for all purposes, including, without
limitation, the rights to receive distributions, and to vote as such owner, and
the Trust shall not be bound to recognize any equitable or legal claim to or
interest in any such Interests on the part of any other person.
Section 8.2. Regulations. The Trustees may make such additional rules
and regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the sale and purchase of interests of the Trust.
ARTICLE IX
AMENDMENT; LIMITATION OF LIABILITY
Section 9.1. Amendment and Repeal of By-Laws. In accordance with
Section 2.7 of the Declaration, the Trustees shall have the power to alter,
amend or repeal the By-Laws or adopt new By-Laws at any time. Action by the
Trustees with respect to the By-Laws shall be taken by an affirmative vote of
majority of the Trustees. The Trustees shall in no event adopt By-Laws which are
in conflict with the Declaration.
Section 9.2. Limitation of Liability. The Declaration refers to the
Trustees as Trustees, but not as individuals or personally; and no Trustee,
officer, employee or agent of the Trust shall be held to any personal liability,
nor shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise in connection with the affairs of the Trust;
provided, that nothing contained in the Declaration or the By-Laws shall protect
any Trustee or officer of the Trust from any liability to the Trust or its
Holders to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.
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