EX-99.B(b)vlbylaw
WADDELL & REED ADVISORS VALUE FUND, INC.
A Maryland Corporation
BY-LAWS
Table of Contents
ARTICLE I NAME OF CORPORATION, LOCATION OF
OFFICES AND SEAL
1.01 Name
1.02 Principal offices
1.03 Seal
ARTICLE II SHAREHOLDERS
2.01 Annual Meetings
2.02 Special Meetings
2.03 Place of Meetings
2.04 Notice of Meetings
2.05 Voting - In General
2.06 Shareholders Entitled to Vote
2.07 Voting - Proxies
2.08 Concerning Validity of Proxies, Ballots,
Etc.
2.09 Organization
2.10 Quorum
2.11 Absence of Quorum
2.12 Stock Ledger and List of Shareholders
2.13 Action Without Meeting
ARTICLE III BOARD OF DIRECTORS
3.01 Number and Term of Office
3.02 Election of Directors
3.03 Removal of Directors
3.04 Vacancies and Newly Created
Directorships
3.05 General Powers
3.06 Power to Issue and Sell Stock
3.07 Power to Declare Dividends and/or
Distributions
3.08 Annual and Regular Meetings
3.09 Special Meetings
3.10 Notice
3.11 Waiver of Notice
3.12 Quorum and Voting
3.13 Compensation
3.14 Action Without a Meeting
ARTICLE IV EXECUTIVE COMMITTEE AND OTHER COMMITTEES
4.01 How Constituted
4.02 Powers of the Executive Committee
4.03 Proceedings, Quorum and Manner of
Acting
4.04 Other Committees
ARTICLE V OFFICERS
5.01 General
5.02 Election, Term of Office and
Qualifications
5.03 Resignation
5.04 Removal
5.05 Vacancies and Newly Created Offices
5.06 Powers
5.07 Subordinate Officers
5.08 Remuneration
5.09 Surety Bonds
ARTICLE VI EXECUTION OF INSTRUMENTS, VOTING OF
SECURITIES
6.01 General
6.02 Checks, Notes, Drafts, Etc.
6.03 Voting of Securities
ARTICLE VII CAPITAL STOCK
7.01 Share Certificates
7.02 Transfer of Capital Stock
7.03 Transfer Regulations
7.04 Fixing of Record Date
7.05 Lost, Stolen or Destroyed Certificates
ARTICLE VIII INDEMNIFICATION AND INSURANCE
8.01 Indemnification of Officers,
Directors, Employees and Agents
8.02 Insurance of Officers, Directors,
Employees and Agents
8.03 Non-exclusivity
8.04 Amendment
ARTICLE IX MISCELLANEOUS
9.01 Fiscal Year
9.02 Books and Records
9.03 Waiver of Notice
ARTICLE X AMENDMENTS
10.01 General
ARTICLE I
NAME OF CORPORATION, LOCATION OF OFFICES
AND SEAL
Section 1.01. Name: The name of the Corporation is Waddell
& Reed Advisors Value Fund, Inc.
Section 1.02. Principal Offices: The principal office of
the Corporation in the State of Maryland shall be located in the
City of Baltimore. The Corporation may establish and maintain
such other offices and places of business as the Board of
Directors may, from time to time, determine.
Section 1.03. Seal: The corporate seal of the Corporation
shall be circular in form and shall bear the name of the
Corporation, the year of its incorporation, and the words
"Corporate Seal, Maryland." The form of the seal shall be
subject to alteration by the Board of Directors and the seal may
be used by causing it or a facsimile to be impressed or affixed
or printed or otherwise reproduced. Any officer or director of
the Corporation shall have authority to affix the corporate seal
of the Corporation to any document requiring the same.
ARTICLE II
SHAREHOLDERS
Section 2.01. Annual Meetings: There shall be no
shareholders' meetings for the election of directors and the
transaction of other proper business except as required by law or
as hereinafter provided.
Section 2.02. Special Meetings: Special meetings of the
shareholders may be called at any time by the chairman of the
board, the president or by a majority of the Board of Directors.
Special meetings of the shareholders shall be called by the
secretary upon the written request of the holders of shares
entitled to vote not less than 25% of all the shares entitled to
be voted at such meeting, provided that (a) such request shall
state the purposes of such meeting and the matters proposed to be
acted on, and (b) 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 need be called upon the request of the holders of shares
entitled to vote less than a majority of all the shares entitled
to be voted at such meeting 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 twelve
months.
Section 2.03. Place of Meetings: All shareholders'
meetings shall be held at such place within the United States as
designated by the Board of Directors in each notice or waiver of
notice of the meeting, and the Corporation may keep the books of
the Corporation at any other place within the United States as
the Board of Directors may from time to time determine.
Section 2.04. Notice of Meetings: The secretary or an
assistant secretary shall cause notice of the place, date and
hour, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, to be mailed, not less
than ten nor more than ninety days before the date of the
meeting, to each shareholder entitled to vote at such meeting, at
his or her address as it appears on the records of the
Corporation at the time of such mailing. Notice shall be deemed
given when deposited in the U.S. mail addressed to the
shareholders as aforesaid. Notice of any shareholders' meeting
need not be given to any shareholder who shall sign a written
waiver of such notice whether before or after the time of such
meeting, which waiver shall be filed with the record of such
meeting, or to any shareholder who shall attend such meeting in
person or by proxy. Notice of adjournment of a shareholders'
meeting to another time or place need not be given, if such time
and place are announced at the meeting. Irregularity in the
notice of any meetings to, or the non-receipt of notice by, any
of the shareholders shall not invalidate any action otherwise by
or at any such meeting.
Section 2.05. Voting - In General: At every shareholders'
meeting each shareholder shall be entitled to one vote for each
share and a fractional vote for each fraction of a share of stock
of the Corporation validly issued and outstanding and held by
such shareholder, except that no shares held by the Corporation
shall be entitled to a vote. Except as otherwise specifically
provided in the Articles of Incorporation or these Bylaws or as
required by provisions of the Investment Company Act of 1940, as
amended from time to time ("1940 Act"), all matters shall be
decided by a vote of the majority of the votes validly cast at a
meeting at which a quorum is present. The vote upon any question
shall be by ballot whenever requested by any person entitled to
vote, but, unless such a request is made, voting may be conducted
in any way approved by the meeting.
Section 2.06. Shareholders Entitled to Vote: If, pursuant
to Section 8.05 hereof, a record date has been fixed for the
determination of shareholders entitled to notice of or to vote at
any shareholders' meeting, each shareholder of the Corporation
shall be entitled to vote, in person or by proxy, each share of
stock and fraction of a share of stock standing in his or her
name on the books of the Corporation on such record date and
outstanding at the time of the meeting. If no record date has
been fixed for the determination of shareholders, the record date
for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders shall be (a) at the close of
business (i) on the day ten days before the day on which notice
of the meeting is mailed or (ii) on the day 90 days before the
meeting, whichever is the closer date to the meeting; or, (b) 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.
Section 2.07. Voting - Proxies: At all meetings of the
shareholders, every shareholder of record entitled to vote
thereat shall be entitled to vote either in person or by proxy,
which term shall include proxies provided by such shareholder, or
his duly authorized attorney, through written, electronic,
telephonic, computerized, facsimile, telecommunications, telex or
oral communication or by any other form of communication, each
pursuant to such voting procedures and through such systems as
are authorized by the Board of Directors or one or more executive
officers of the Corporation. No proxy which is dated or, if
otherwise provided as permitted by these Bylaws and applicable
Maryland law, provided more than three months before the meeting
at which it is offered shall be accepted, unless such proxy
shall, on its face, name or, if otherwise provided as permitted
by these Bylaws and applicable Maryland law, provide a longer
period for which it is to remain in force.
Section 2.08. Concerning Validity of Proxies, Ballots,
Etc.: At every meeting of the shareholders, all proxies shall be
received and taken in charge of and all ballots shall be received
and canvassed by the secretary of the meeting, who shall decide
all questions touching the qualification of voters, the validity
of proxies, and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed as provided
below in this section, in which event such inspectors of election
shall decide all such questions.
At any election of directors, the Board of Directors prior
thereto may, or, if they have not so acted, the Chairman of the
meeting may, and upon the request of the holders of ten percent
(10%) of the stock entitled to vote at such election shall,
appoint two inspectors of election who shall first subscribe an
oath or affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and
according to the best of their ability, and shall after the
election make a certificate of the result of the vote taken. No
candidate for the office of director shall be appointed such
inspector.
The chairman of the meeting may cause a vote by ballot to be
taken upon any election or matter, and such vote shall be taken
upon the request of the holders of ten percent (10%) of all the
shares entitled to vote on such election or matter.
Section 2.09. Organization: At every meeting of
shareholders, the president, or in his or her absence, a vice-
president, or in the absence of any of the foregoing officers, a
chairman chosen by majority vote of the shareholders present in
person or by proxy and entitled to vote thereat, shall act as
chairman. The secretary, or in his or her absence, an assistant
secretary, shall act as secretary at all meetings of
shareholders.
Section 2.10. Quorum: Except as otherwise provided in the
Articles of Incorporation, the presence at any shareholders'
meeting, in person or by proxy, of shareholders entitled to cast
one third of the votes thereat shall be necessary and sufficient
to constitute a quorum for the transaction of business.
Section 2.11. Absence of Quorum: In the absence of a
quorum, the holders of a majority of the shares present at the
meeting in person or by proxy, or, if no shareholder entitled to
vote is present thereat in person or by proxy, any officer
present thereat entitled to preside or act as secretary of such
meeting, may adjourn the meeting without determining the date of
the new meeting or, from time to time, without further 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 may be transacted at any such adjourned meeting
at which a quorum is present.
Section 2.12. Stock Ledger and List of Shareholders: It
shall be the duty of the assistant secretary of the Corporation
or such other person or entity named by the Board of Directors to
cause an original or duplicate stock ledger to be maintained at
the office of the Corporation's transfer agent. Such stock
ledger may be in written form or any other form capable of being
converted into written form within a reasonable time for visual
inspection.
Section 2.13. Action Without Meeting: Any action to 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 consent shall be treated for
all purposes as a vote at a meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01. Number and Term of Office: The Board of
Directors shall consist of fifteen directors, which number may be
increased or decreased by a resolution of a majority of the
entire Board of Directors; provided that the number of directors
shall not be less than three nor more than seventeen; and further
provided that if there is no stock outstanding the number of
directors may be less than three but not less than one, and if
there is stock outstanding and so long as there are less than
three shareholders, the number of directors may be less than
three but not less than the number of shareholders. Each
director (whenever selected) shall hold office until his or her
successor is elected and qualified or until his or her earlier
death, resignation or removal.
Section 3.02. Election of Directors: Initially the
director or directors of the Corporation shall be that person or
those persons named as such in the Articles of Incorporation.
Thereafter, except as otherwise provided in Section 3.04 and 3.05
hereof, the directors shall be elected by the shareholders as
required by the General Corporation Law of the State of Maryland,
the 1940 Act and other governing laws. A plurality of all the
votes cast at a meeting at which a quorum is present in person or
by proxy is sufficient to elect a director.
Section 3.03. Removal of Directors: At any shareholders'
meeting duly called, provided a quorum is present, any director
may be removed (either with or without cause) by the vote of the
holders of a majority of the shares represented at the meeting,
and at the same meeting a duly qualified person may be elected in
his or her stead by a majority of the votes validly cast.
Section 3.04. Vacancies and Newly Created Directorships: If
any vacancies shall occur in the Board of Directors by reason of
death, resignation, removal or otherwise, or if the authorized
number of directors shall be increased, the directors then in
office shall continue to act, and such vacancies (if not
previously filled by the shareholders) may be filled by a
majority of the directors then in office, although less than a
quorum, except that a newly created directorship may be filled
only by a majority vote of the entire Board of Directors,
provided that in either case immediately after filling such
vacancy, at least two-thirds of the directors then holding office
shall have been elected to such office by the shareholders of the
Corporation. In the event that at any time, other than the time
preceding the first shareholders' meeting, less than a majority
of the directors of the Corporation holding office at that time
were so elected by the shareholders, a meeting of the
shareholders shall be held promptly and in any event within 60
days for the purpose of electing directors to fill any existing
vacancies in the Board of Directors unless the Securities and
Exchange Commission shall by order extend such period.
Section 3.05. 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 shareholders of the
Corporation by statute, by the Articles of Incorporation, or by
these Bylaws.
(b) All acts done by any meeting of the directors or by any
person acting as a director, so long as his or her 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.
Section 3.06. 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 Article Sixth
of the Articles of Incorporation.
Section 3.07. Power to Declare Dividends and/or
Distributions:
(a) The Board of Directors, from time to time as it may
deem advisable, may declare and pay dividends and/or
distributions in shares of the Corporation, cash or other
property of the Corporation, as determined by resolution of the
Board of Directors out of any source available for dividends
and/or distributions, to the shareholders according to their
respective rights and interests in accordance with the provisions
of the Articles of Incorporation.
(b) 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 3.08. Annual and Regular Meetings: The annual
meeting of the Board of Directors for choosing officers and
transacting other proper business shall be held at such time and
place as the Board may determine. The Board of Directors from
time to time may provide by resolution for the holding of regular
meetings and fix their time and place within or outside the State
of Maryland. Except as otherwise provided under the 1940 Act,
notice of such annual and regular meetings need not be given,
provided that notice of any change in the time or place of such
meetings shall be sent promptly to each director not present at
the meeting at which such change was made in the manner provided
for notice of special meetings. Except as otherwise provided
under the 1940 Act, members of the Board of Directors or any
committee designated thereby may participate in a meeting of such
Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time; and participation by such means shall constitute presence
in person at a meeting.
Section 3.9. Special Meetings: Special meetings of the
Board of Directors shall be held whenever called by the chairman
of the board, the president or by any two directors, at the time
and place within or outside the State of Maryland specified in
the respective notices or waivers of notice of such meetings.
Section 3.10. Notice: Except as otherwise provided, notice
of any special meeting shall be given by the secretary to each
director, by mailing to him or her, postage prepaid, addressed to
him or her at his or her address as registered on the books of
the Corporation or, if not so registered, at his or her last
known address, a written or printed notification of such meeting
at least two days before the meeting, or by delivering such
notice to him or her at least two days before the meeting, or by
sending such notice by facsimile transmission to him or her at
least two days before the meeting, or by sending to him or her at
least 24 hours before the meeting, by prepaid telegram, addressed
to him or her at his or her said registered address, if any, or
if he or she has no such registered address, at his or her last
known address, notice of such meeting.
Section 3.11. Waiver of Notice: No notice of any meeting
need be given to any director who attends such meeting in person
or to any director who waives notice of such meeting in writing
(which waiver shall be filed with the records of such meeting),
whether before or after the time of the meeting.
Section 3.12. Quorum and Voting: At all meetings of the
Board of Directors the presence of a majority or more of the
number of directors then in office shall constitute a quorum for
the transaction of business, provided that there shall be present
no fewer than two directors except when there is no stock
outstanding, at which time the initial director will constitute a
quorum. In the absence of a quorum, a majority of the directors
present may adjourn the meeting, from time to time, until a
quorum shall be present. The action of a majority of the
directors present at a meeting at which a quorum is present shall
be the action of the Board of Directors unless the concurrence of
a greater proportion is required for such action by law, by the
Articles of Incorporation or by these Bylaws.
Section 3.13. Compensation: Each director may receive such
remuneration for his or her services as shall be fixed from time
to time by resolution of the Board of Directors.
Section 3.14. Action Without a Meeting: Except as
otherwise provided under the 1940 Act, any action required or
permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting if written consents thereto are
signed by all members of the Board and such written consents are
filed with the records of the meetings of the Board.
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 4.01. How Constituted: By resolution adopted by
the Board of Directors, the Board may designate an executive
committee, consisting of not less than two directors.
Section 4.02. Powers of the Executive Committee: Except as
further limited by the Board of Directors, when the Board of
Directors is not in session the executive committee shall have
and may exercise all powers of the Board of Directors in the
management of the business and affairs of the Corporation that
may lawfully be exercised by an executive committee, except the
power to declare a dividend, to authorize the issuance of stock,
to recommend to shareholders any matter requiring shareholders'
approval, to amend the Bylaws, or to approve any merger or share
exchange which does not require shareholder approval.
Section 4.03. Proceedings, Quorum and Manner of Acting: In
the absence of an appropriate resolution of the Board of
Directors, the executive committee and any committee appointed
under Section 4.04 may adopt such rules and regulations governing
its proceedings, quorum and manner of acting as it shall deem
proper and desirable, provided that the quorum shall not be less
than two directors. In the absence of any member of any such
committee, the members thereof present at any 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. All
action by any committee shall be reported to the Board of
Directors at its next meeting following such action.
Section 4.04. Other Committees: The Board of Directors may
appoint other committees, each consisting of one or more persons,
who need not be directors. Each such committee shall have such
powers and perform such duties as may be assigned to it from time
to time by the Board of Directors, but shall not exercise any
power which may lawfully be exercised only by the Board of
Directors or a committee thereof.
ARTICLE V
OFFICERS
Section 5.01. General: The officers of the Corporation
shall be a president, one or more vice-presidents, a secretary
and a treasurer. The Board of Directors may elect, but shall not
be required to elect, a chairman of the board and a comptroller.
Section 5.02. Election, Term of Office and Qualifications:
The officers of the Corporation (except those appointed pursuant
to Section 5.07 hereof) shall be chosen by the Board of Directors
at its first meeting or such subsequent meetings as shall be held
prior to its first annual meeting, and thereafter annually at its
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 provided in Sections
5.03, 5.04 and 5.05 hereof, 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
chosen and qualified. The chairman of the board and the
president shall be chosen from among the directors of the
Corporation and may each hold such office only so long as he or
she continues to be a director. No other officer need be a
director. Any person may hold one or more offices of the
Corporation except that the president may not hold the office of
vice president, the secretary may not hold the office of
assistant secretary, and the treasurer may not hold the office of
assistant treasurer; provided further that a person who holds
more than one office may not act in more than one capacity to
execute, acknowledge or verify an instrument required by law to
be executed, verified or acknowledged by more than one officer.
Section 5.03. Resignation: Any officer may resign his or
her office at any time by delivering a written resignation to the
Board of Directors, the chairman of the board, the president, the
secretary, or any assistant secretary. Unless otherwise
specified therein, such resignation shall take effect upon
delivery.
Section 5.04. Removal: Any officer may be removed from
office with or without cause by the vote of a majority of the
Board of Directors given at the regular meeting or any special
meeting called for such purpose. In addition, any officer or
agent appointed in accordance with the provisions of Section 5.07
hereof may be removed, either with or without cause, by any
officer upon whom such power of removal shall have been conferred
by the Board of Directors.
Section 5.05. Vacancies and Newly Created Offices: If any
vacancy shall occur in any office by reason of death,
resignation, removal, disqualification or other cause, or if any
new office shall be created, such vacancies or newly created
offices may be filled by the Board of Directors at any regular or
special meeting or, in the case of any office created pursuant to
Section 5.07 hereof, by any officer upon whom such power shall
have been conferred by the Board of Directors.
Section 5.06. Powers: The officers of the Corporation
shall have such powers and duties as generally pertain to their
respective offices, as well as such powers and duties as may be
assigned to them from time to time by the Board of Directors or
the executive committee.
Section 5.07. Subordinate Officers: The Board of Directors
from time to time may appoint such other officers or agents as it
may deem advisable, including one or more assistant treasurers
and one or more assistant secretaries, 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 from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents and to prescribe their respective rights,
terms of office, authorities and duties.
Section 5.08. 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 officers or agents.
Section 5.09. 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 1940
Act, 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
EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES
Section 6.01. General: Subject to the provisions of
Sections 5.07, 7.02 and 8.03 hereof, all deeds, documents,
transfers, contracts, agreements and other instruments requiring
execution by the Corporation shall be signed by the president or
a vice president and by the treasurer or secretary or an
assistant treasurer or an assistant secretary, or as the Board of
Directors may otherwise, from time to time, authorize. Any such
authorization may be general or confined to specific instances.
Section 6.02. Checks, Notes, Drafts, Etc.: So long as the
Corporation shall employ a custodian to keep custody of the cash
and securities of the Corporation, all checks and drafts for the
payment of money by the Corporation may be signed in the name of
the Corporation by the custodian. Except as otherwise authorized
by the Board of Directors, all requisitions or orders for the
assignment of securities standing in the name of the custodian or
its nominee, or for the execution of powers to transfer the same,
shall be signed in the name of the Corporation by the president
or a vice president and by the treasurer or an assistant
treasurer. Promissory notes, checks or drafts payable to the
Corporation may be endorsed only to the order of the custodian or
its nominee and only by the treasurer or president or a vice
president or by such other person or persons as shall be
authorized by the Board of Directors.
Section 6.03. Voting of Securities: Unless otherwise
ordered by the Board of Directors, the president or any vice
president shall have full power and authority on behalf of the
Corporation to attend and to act and to vote, or in the name of
the Corporation to execute proxies to vote, at any meeting of
shareholders of any company in which the Corporation may hold
stock. At any such meeting such officer shall possess and may
exercise (in person or by proxy) any and all rights, powers and
privileges incident to the ownership of such stock. The Board of
Directors may by resolution from time to time confer like powers
upon any other person or persons.
ARTICLE VII
CAPITAL STOCK
Section 7.01. Share Certificates: Certificates for shares
of the capital stock of the Corporation shall not be issued
unless otherwise determined pursuant to a resolution of the Board
of Directors. If issued, certificates shall be in such form as
the Board of Directors shall approve and shall be numbered and
shall be entered in the books of the Corporation as they are
issued. They shall exhibit the holder's name and certify the
number of shares owned by him or her and shall be signed by, or
in the name of the Corporation by, the president or a vice-
president and the treasurer or an assistant treasurer or the
secretary or an assistant secretary of the Corporation; provided,
however, that where any certificate is signed by a transfer agent
or assistant transfer agent or by a transfer clerk acting on
behalf of the Corporation, the signature of any such president,
vice president, treasurer, assistant treasurer, secretary or
assistant secretary may be facsimile, printed or engraved. If
any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any certificate
or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered
by the Corporation, such certificate or certificates shall
nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such
officer or officers of the Corporation.
Section 7.02. Transfer of Capital Stock:
(a) Transfers of shares of the capital stock of the
Corporation shall be made on the books of the Corporation by the
holder of record thereof (in person or by his or her attorney
thereunto duly authorized by a power of attorney duly executed in
writing and filed with the secretary of the Corporation) (i) if a
certificate or certificates have been issued, upon the surrender
of the certificate or certificates, properly endorsed or
accompanied by proper instruments of transfer, representing such
shares, or (ii) as otherwise prescribed by the Board of
Directors, with such proof of authenticity.
(b) The Corporation shall be entitled to treat the holder
of record of any share of stock as the absolute owner thereof for
all purposes, and accordingly shall not be bound to recognize any
legal, equitable or other claim or interest in such share on the
part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by
the statutes of the State of Maryland.
Section 7.03. Transfer Regulations: Except as provided in
the Articles of Incorporation and Section 7.02, the shares of the
Corporation may be freely transferred, subject to the charging of
customary transfer fees, and the Board of Directors may, from
time to time, adopt rules and regulations with reference to the
method of transfer of the shares of the Corporation.
Section 7.04. Fixing of Record Date: The Board of
Directors may fix in advance a date as a record date for the
determination of the shareholders entitled to notice of or to
vote at any shareholders' meeting or any adjournment thereof, or
to express consent to corporate action in writing without a
meeting, or to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any
rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action; provided that such
record date shall be a date not more than 90 nor less than 10
days prior to the date on which the particular action requiring
such determination of shareholders of record will be taken.
Section 7.05. Lost, Stolen or Destroyed Certificates:
Before issuing a new certificate for shares of the Corporation
alleged to have been lost, stolen or destroyed, the Board of
Directors or any officer authorized by the Board may, in its
discretion, require the owner of the lost, stolen or destroyed
certificate (or his or her legal representative) to give the
Corporation a bond or other indemnity, in such form and in such
amount as the Board or any such officer may direct and with such
surety or sureties as may be satisfactory to the Board or any
such officer, sufficient to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of
such new certificate.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE
Section 8.01. Indemnification of Officers, Directors,
Employees and Agents: The Corporation shall indemnify and
advance expenses to its present and past directors, officers,
employees and agents, and any persons who are serving or have
served at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust, or enterprise, to the full extent provided and
allowed by Section 2-418 of the Annotated Corporations and
Associations Code of Maryland concerning corporations, as amended
from time to time or any other applicable provisions of law.
Notwithstanding anything herein to the contrary, no director,
officer, investment adviser or principal underwriter of the
Corporation shall be indemnified in violation of Section 17(h)
and (i) of the Investment Company Act of 1940, as amended.
Section 8.02. Insurance of Officers, Directors, Employees
and Agents: The Corporation may purchase and maintain insurance
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, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise against liability asserted against him or her
and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability.
Section 8.03. Non-exclusivity: The indemnification and
advancement of expenses provided by, or granted pursuant to, this
Article VIII 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
Bylaws, agreement, vote of shareholders 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.
Section 8.04. Amendment: No amendment, alteration or
repeal of this Article, or the adoption, alteration or amendment
of any other provision of the Articles of Incorporation or Bylaws
inconsistent with this Article, shall adversely affect any right
or protection of any person under this Article with respect to
any act or failure to act which occurred prior to such amendment,
alteration, repeal or adoption.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Fiscal Year: The fiscal year of the
Corporation shall end on such date as the Board of Directors may
by resolution specify, and the Board of Directors may by
resolution change such date for future fiscal years at any time
and from time to time.
(a) The books and records of the Corporation may be kept
outside the State of Maryland at such place or places as the
Board of Directors may from time to time determine, except as
otherwise required by law.
(b) The Board of Directors shall, subject to the laws of
Maryland, have power to determine, from time to time, whether and
to what extent and at what times and places and under what
conditions and regulations any accounts and books of the
Corporation, or any of them, shall be open to the inspection of
the shareholders; and no shareholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by the laws of Maryland, unless and until
authorized so to do by resolution of the Board of Directors or of
the shareholders.
Section 9.03. Waiver of Notice: Whenever any notice
whatever is required to be given by these Bylaws or the Articles
of Incorporation or the laws of the State of Maryland, a waiver
thereof in writing, or by facsimile transmission, telegraph,
cable, radio or wireless by the person or persons entitled to
said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE X
AMENDMENTS
Section 10.01. General: Except as provided in Section
11.02 hereof, all Bylaws of the Corporation, whether adopted by
the Board of Directors or the shareholders, shall be subject to
amendment, alteration or repeal, and new Bylaws 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
Bylaw; 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
Bylaw.
END OF BYLAWS
