Exhibit b
BYLAWS
OF
COLUMBIA STRATEGIC VALUE FUND, INC.
ARTICLE I
SHAREHOLDERS MEETINGS AND VOTING
1.1 Annual Meeting. The Corporation shall not be required to hold an
annual meeting of the shareholders.
1.2 Special Meetings. Special meetings of the shareholders, for any
purposes, unless otherwise prescribed by statute, may be called by the President
or the Board of Directors and shall be called by the President upon the written
demand of the holders of not less than one-tenth of all the votes entitled to be
cast on any issue proposed to be considered at the meeting. The demand shall
describe the purposes for which the meeting is to be held and shall be signed,
dated and delivered to the Secretary.
1.3 Place of Meetings. Meetings of the shareholders shall be held at
any place in or out of Oregon designated by the Board of Directors. If a meeting
place is not designated by the Board of Directors, the meeting shall be held at
the Corporation's principal office.
1.4 Notice of Meetings. Written or printed notice stating the date,
time and place of the shareholders meeting and, in the case of a special meeting
or a meeting for which special notice is required by law, the purposes for which
the meeting is called shall be mailed by the Corporation to each shareholder
entitled to vote at the meeting and, if required by law, to any other
shareholders entitled to receive notice, at the shareholder's address shown in
the Corporation's record of shareholders, with postage prepaid, not earlier than
60 days nor less than 10 days before the meeting date.
1.5 Waiver of Notice. A shareholder may at any time waive any notice
required by law, these Bylaws or the Articles of Incorporation. The waiver shall
be in writing, be signed by the shareholder entitled to the notice and be
delivered to the Corporation for inclusion in the minutes for filing with the
corporate records. A shareholder's attendance at a meeting waives objection to
(i) lack of notice or defective notice of the meeting, unless the shareholder at
the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (ii) consideration of a particular matter at the
meeting that is not within the purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.
1.6 Fixing of Record Date. The Board of Directors may fix a future date
as the record date to determine the shareholders entitled to notice of a
shareholders meeting, demand a special meeting, vote, take any other action or
receive payment of
<PAGE>
any share or cash dividend or other distribution. This date
shall not be earlier than 70 days or, in the case of a meeting, later than 10
days before the meeting or action requiring a determination of shareholders. The
record date for any meeting, vote or other action of the shareholders shall be
the same for all voting groups. If not otherwise fixed by the Board of
Directors, the record date to determine shareholders entitled to notice of and
to vote at an annual or special shareholders meeting is the close of business on
the day before the notice is first mailed or delivered to shareholders. If not
otherwise fixed by the Board of Directors, the record date to determine
shareholders entitled to receive payment of any share or cash dividend or other
distribution is the close of business on the day the Board of Directors
authorizes the share or cash dividend or other distribution.
1.7 Shareholders List for Meeting. After a record date for a meeting is
fixed, the Corporation shall prepare an alphabetical list of all shareholders
entitled to notice of the shareholders meeting. The list shall be arranged by
voting group and, within each voting group, by class or series of shares, and it
shall show the address of and number of shares held by each shareholder. The
shareholders list shall be available for inspection by any shareholder, upon
proper demand as may be required by law, beginning two business days after
notice of the meeting is given and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. The Corporation shall make the
shareholders list available at the meeting, and any shareholder or the
shareholder's agent or attorney shall be entitled to inspect the list at any
time during the meeting or any adjournment. Refusal or failure to prepare or
make available the shareholders list does not affect the validity of action
taken at the meeting.
1.8 Quorum; Adjournment.
(1) Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. A majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting group for action
on that matter.
(2) A majority of votes represented at the meeting, although
less than a quorum, may adjourn the meeting from time to time to a different
time and place without further notice to any shareholder of any adjournment. At
an adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted at the meeting originally held.
(3) Once a share is represented for any purpose at a meeting,
it shall be present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set for
the adjourned meeting. A new record date must be set if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.
2
<PAGE>
1.9 Voting Requirements; Action Without Meeting.
(1) If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the action,
unless a greater number of affirmative votes is required by law or the Articles
of Incorporation. Unless otherwise provided in the Articles of Incorporation,
directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.
(2) Action required or permitted by law to be taken at a
shareholders meeting may be taken without a meeting if the action is taken by
all the shareholders entitled to vote on the action. The action must be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action and delivered to the
Secretary for inclusion in the minutes for filing with the corporate records.
Shareholder action taken by written consent is effective when the last
shareholder signs the consent, unless the consent specifies an earlier or later
effective date.
1.10 Proxies. A shareholder may vote shares in person or by proxy. A
shareholder may appoint a proxy by signing an appointment form either personally
or by the shareholder's attorney-in-fact. An appointment of a proxy is effective
when received by the Secretary or other officer of the Corporation authorized to
tabulate votes. An appointment is valid for 11 months unless a different period
is provided in the appointment form. An appointment is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest that has not been
extinguished.
ARTICLE II
BOARD OF DIRECTORS
2.1 Duties of Board of Directors. All corporate powers of the
Corporation shall be exercised by or under the authority of its Board of
Directors; the business and affairs of the Corporation shall be managed under
the direction of its Board of Directors.
2.2 Number, Term and Qualification. The number of directors of the
Corporation shall be at least 1 and no more than 7. Within this range, the
initial number of directors shall be 4, and the number of directors shall
otherwise be determined from time to time by the Board of Directors. The term of
a director shall expire at the next annual meeting of shareholders after his or
her election. No reduction in the number of directors shall shorten the term of
any incumbent director. Despite the expiration of a director's term, the
director shall continue to serve until the director's successor is elected and
qualified or the number of directors is decreased. Directors need not be
residents of Oregon or shareholders of the Corporation.
3
<PAGE>
2.3 Regular Meetings. If an annual meeting of shareholders is held, a
regular meeting of the Board of Directors shall be held without notice other
than this Bylaw immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide by resolution the time and
place for the holding of additional regular meetings in or out of Oregon without
notice other than the resolution.
2.4 Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place in or out of Oregon as the place for holding any special meeting of
the Board of Directors called by them.
2.5 Notice. Notice of the date, time and place of any special meeting
of the Board of Directors shall be given at least 24 hours prior to the meeting
by notice communicated in person, by telephone, telegraph, teletype, other form
of wire or wireless communication, mail or private carrier. If written, notice
shall be effective at the earliest of (a) when received, (b) five days after its
deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee. Notice by all other
means shall be deemed effective when received by or on behalf of the director.
Notice of any regular or special meeting need not describe the purposes of the
meeting unless required by law or the Articles of Incorporation.
2.6 Waiver of Notice. A director may at any time waive any notice
required by law, these Bylaws or the Articles of Incorporation. Except as set
forth below, the waiver must be in writing, be signed by the director entitled
to the notice, specify the meeting for which notice is waived and be filed with
the minutes or corporate records. A director's attendance at or participation in
a meeting waives any required notice to the director of the meeting unless the
director at the beginning of the meeting, or promptly upon the director's
arrival, objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.
2.7 Quorum. A majority of the number of directors set forth in or
determined in accordance with Section 2.2 of these Bylaws shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.
If less than a quorum is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.
2.8 Manner of Acting. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless a different number is provided by law, the Articles of
Incorporation or these Bylaws.
4
<PAGE>
2.9 Meeting by Telephone Conference; Action Without Meeting.
(1) Directors may participate in a regular or special meeting
by, or conduct the meeting through, use of any means of communications by which
all directors participating may simultaneously hear each other during the
meeting. Participation in a meeting by this means shall constitute presence in
person at the meeting.
(2) Any action that is required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if one or more
written consents describing the action taken are signed by all of the directors
entitled to vote on the matter and included in the minutes or filed with the
corporate records reflecting the action taken. The action shall be effective
when the last director signs the consent, unless the consent specifies an
earlier or later effective date.
2.10 Vacancies. Any vacancy on the Board of Directors, including a
vacancy resulting from an increase in the number of directors, may be filled by
the shareholders, the Board of Directors, the remaining directors if less than a
quorum (by the vote of a majority thereof) or by a sole remaining director. Any
vacancy not filled by the directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose. A
vacancy that will occur at a specified later date, by reason of a resignation or
otherwise, may be filled before the vacancy occurs, but the new director may not
take office until the vacancy occurs.
2.11 Compensation. By resolution of the Board of Directors, the
directors may be paid reasonable compensation for services as directors and
their expenses of attending meetings of the Board of Directors.
2.12 Presumption of Assent. A director who is present at a meeting of
the Board of Directors or a committee of the Board of Directors shall be deemed
to have assented to the action taken at the meeting unless (a) the director's
dissent or abstention from the action is entered in the minutes of the meeting,
(b) the director delivers a written notice of dissent or abstention to the
action to the presiding officer of the meeting before any adjournment or to the
Corporation immediately after the adjournment of the meeting or (c) the director
objects at the beginning of the meeting or promptly upon the director's arrival
to the holding of the meeting or transacting business at the meeting. The right
to dissent or abstain is not available to a director who voted in favor of the
action.
2.13 Removal. The shareholders may remove one or more directors with or
without cause at a meeting called expressly for that purpose, unless the
Articles of Incorporation provide for removal for cause only.
2.14 Resignation. Any director may resign by delivering written notice
to the Board of Directors, its chairperson or the Corporation. Unless the notice
specifies a later effective date, a resignation notice shall be effective upon
the earlier of (a) receipt, (b) five days after its deposit in the United States
mails, if mailed postpaid and
5
<PAGE>
correctly addressed, or (c) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by addressee. Once delivered, a resignation notice is irrevocable unless
revocation is permitted by the Board of Directors.
2.15 Directors Emeritus. The Board of Directors may appoint one or more
former directors of the Corporation to serve as directors emeritus. A director
emeritus may be appointed to serve on a committee of the Board of Directors. A
director emeritus may resign at any time and may be removed by the Board of
Directors at any time with or without cause. The term of a director emeritus
shall commence upon appointment and continue for one year or until resignation
or removal of the director emeritus. The position of director emeritus shall be
advisory in nature only, and a director emeritus shall have no vote or right to
consent on any action taken by the Board of Directors. A director emeritus shall
have no duties or obligations to the Corporation or its shareholders as a
director of the Corporation, whether pursuant to the Oregon Business Corporation
Act or the Investment Company Act of 1940 or otherwise. Subject to an express
determination of the Board of Directors to the contrary, whether generally or in
a specific instance, a director emeritus shall have the right to receive notice
of and to attend all meetings of the Board of Directors or of any committee to
which the director emeritus has been appointed, provided that the failure to
provide notice of a meeting of the Board of Directors or of a committee to a
director emeritus pursuant to this Section shall not affect the validity of any
action taken at that meeting. Subject to an express determination of the Board
of Directors to the contrary, whether generally or in a specific instance, a
director emeritus shall have the same rights to inspect the records of, or to
request information about, the Corporation as any other director of the
Corporation acting in the capacity of a director. A director emeritus shall not
be counted for purposes of determining the number of directors of the
Corporation or the existence of a quorum for the transaction of business at a
meeting of the Board of Directors or any committee. By resolution of the Board
of Directors, a director emeritus may be paid reasonable compensation for
services on the Board of Directors or any committee and the expenses of the
director emeritus in attending meetings.
ARTICLE III
COMMITTEES OF THE BOARD
3.1 Committees. The Board of Directors may create one or more
committees and appoint the members thereof. Each committee shall have two or
more members. The creation of a committee and appointment of members to it must
be approved by a majority of all directors in office when the action is taken.
Subject to any limitation imposed by the Board of Directors or by law, each
committee may exercise all the authority of the Board of Directors in the
management of the Corporation. A committee may not take any action that a
committee is prohibited from taking by the Oregon Business Corporation Act.
6
<PAGE>
3.2 Changes of Size and Function. Subject to the provisions of law, the
Board of Directors shall have the power at any time to change the number of
committee members, fill committee vacancies, change any committee members and
change the functions and terminate the existence of a committee.
3.3 Conduct of Meetings. Each committee shall conduct its meetings in
accordance with the applicable provisions of these Bylaws relating to meetings
and action without meetings of the Board of Directors. Each committee shall
adopt any further rules regarding its conduct, keep minutes and other records
and appoint subcommittees and assistants as it deems appropriate.
3.4 Compensation. By resolution of the Board of Directors, committee
members may be paid reasonable compensation for services on committees and their
expenses of attending committee meetings.
ARTICLE IV
OFFICERS
4.1 Appointment. The Board of Directors at its first meeting following
its election each year or, in the absence of such a meeting (because the
Corporation was not required to hold an annual meeting of shareholders), at any
other meeting selected by the Board of Directors shall appoint a President and a
Secretary. At this meeting, or at any other time, the Board of Directors may
appoint one of its members as Chairman of the Board and may appoint any other
officers, assistant officers and agents. Any two or more offices may be held by
the same person.
4.2 Compensation. The Corporation may pay its officers reasonable
compensation for their services as fixed from time to time by the Board of
Directors or by the President with respect to officers appointed by the
President.
4.3 Term. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.
4.4 Removal. Any officer or agent appointed by the Board of Directors
or the President may be removed by the Board of Directors at any time with or
without cause. Any officer or agent appointed by the President may be removed by
the President at any time with or without cause.
4.5 Chairman of the Board. The Chairman of the Board, if that office is
filled, shall preside at all meetings of the Board of Directors and shall
perform any duties and responsibilities prescribed from time to time by the
Board of Directors.
4.6 Chief Executive Officer. The Chief Executive Officer, if that
office is filled, shall, with the President and subject to the control of the
Board of Directors, be responsible for the general operation of the Corporation,
and shall perform any other duties and responsibilities prescribed from time to
time by the Board of Directors.
4.7 President. Unless otherwise determined by the Board of Directors,
the President, subject to the control of the Board of Directors, shall be
7
<PAGE>
responsible for the general operation of the Corporation. He shall have any
other duties and responsibilities prescribed by the Board of Directors. Unless
otherwise determined by the Board of Directors, the President shall have
authority to vote any shares of stock owned by the Corporation and to delegate
this authority to any other officer.
4.8 Vice Presidents. Each Vice President shall perform duties and
responsibilities prescribed by the Board of Directors or the President. The
Board of Directors or the President may confer a special title upon a Vice
President.
4.9 Secretary.
(1) The Secretary shall record and keep the minutes of all
meetings of the directors and shareholders in one or more books provided for
that purpose and perform any duties prescribed by the Board of Directors or the
President.
(2) Any assistant secretary shall have the duties prescribed
from time to time by the Board of Directors, the President or the Secretary. In
the absence or disability of the Secretary, the Secretary's duties shall be
performed by an assistant secretary.
4.10 Treasurer. The Treasurer shall have charge and custody and be
responsible for all funds and securities of the Corporation and shall have other
duties as prescribed from time to time by the Board of Directors or the
President.
ARTICLE V
INDEMNIFICATION
The Corporation shall indemnify to the fullest extent not
prohibited by law, including the Oregon Business Corporation Act and the
Investment Company Act of 1940, any person who is made, or threatened to be
made, a party to an action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise (including an action, suit or
proceeding by or in the right of the Corporation) by reason of the fact that
such person is or was a director, director emeritus or officer of the
Corporation or a fiduciary within the meaning of the Employee Retirement Income
Security Act of 1974 with respect to any employee benefit plan of the
Corporation, or serves or served at the request of the Corporation as a director
or officer or as a fiduciary of an employee benefit plan, of another
corporation, partnership, joint venture, trust or other enterprise. The
Corporation shall pay for or reimburse the reasonable expenses incurred by any
such person in any such proceeding in advance of the final disposition of the
proceeding if the person sets forth in writing (i) the person's good faith
belief that the person is entitled to indemnification under
8
<PAGE>
this Article and (ii) the person's agreement to repay all advances if it is
ultimately determined that the person is not entitled to indemnification under
this Article. No amendment to these Bylaws that limits the Corporation's
obligation to indemnify any person shall have any effect on such obligation for
any act or omission that occurs prior to the later to occur of the effective
date of the amendment or the date notice of the amendment is given to the
person. This Article shall not be deemed exclusive of any other provisions for
indemnification or advancement of expenses of directors, officers, employees,
agents and fiduciaries that may be included in the Articles of Incorporation or
any statute, bylaw, agreement, general or specific action of the Board of
Directors, vote of shareholders or other document or arrangement.
ARTICLE VI
ISSUANCE OF SHARES
6.1 Adequacy of Consideration. Before the Corporation issues shares,
the Board of Directors shall determine that the consideration received or to be
received for the shares to be issued is adequate. The authorization by the Board
of Directors of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.
6.2 Certificates for Shares.
(1) Certificates representing shares of the Corporation shall
be in any form determined by the Board of Directors consistent with the
requirements of the Oregon Business Corporation Act and these Bylaws. The
certificates shall be signed, either manually or in facsimile, by two officers
of the Corporation, at least one of whom shall be the President or a Vice
President, and may be sealed with the seal of the Corporation, if any, or a
facsimile thereof. All certificates for shares shall be consecutively numbered
or otherwise identified. The signatures of officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or any
assistant transfer agent or registered by a registrar, other than the
Corporation itself or an employee of the Corporation.
(2) Every certificate for shares of stock that are subject to
any restriction on transfer or registration of transfer pursuant to the Articles
of Incorporation, the Bylaws, securities laws, a shareholders agreement or any
agreement to which the Corporation is a party shall have conspicuously noted on
the face or back of the certificate either the full text of the restriction or a
statement of the existence of the restriction and that the Corporation retains a
copy of the full text. Every certificate issued when the Corporation is
authorized to issue more than one class or series within a class of shares shall
set forth on its face or back either (a) a summary of the designations, relative
rights, preferences and limitations of the shares of each class and the
variations in rights, preferences and limitations for each series authorized to
be issued and the authority of the Board of Directors to determine variations
for future series or (b) a statement of the existence of those designations,
relative rights,
9
<PAGE>
preferences and limitations and a statement that the Corporation will furnish a
copy thereof to the holder of the certificate upon written request and without
charge.
(3) All certificates surrendered to the Corporation for
transfer shall be canceled. The Corporation shall not issue a new certificate
for previously issued shares until the former certificate or certificates for
those shares are surrendered and canceled; except that in case of a lost,
destroyed or mutilated certificate, a new certificate may be issued on terms
prescribed by the Board of Directors.
6.3 Transfer Agent and Registrar. The Board of Directors may from time
to time appoint one or more transfer agents and one or more registrars for the
shares of the Corporation, with powers and duties determined by the Board of
Directors.
6.4 Officer Ceasing to Act. If the person who signed a share
certificate, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS
7.1 Contracts. Except as otherwise provided by law, the Board of
Directors may authorize any officers or agents to execute and deliver any
contract or other instrument in the name of and on behalf of the Corporation,
and this authority may be general or confined to specific instances.
7.2 Loans. The Corporation shall not borrow money and no evidence of
indebtedness shall be issued in its name unless authorized by the Board of
Directors. This authority may be general or confined to specific instances.
7.3 Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money and notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed in the manner and by the officers or agents
of the Corporation designated by the Board of Directors.
7.4 Deposits. All funds of the Corporation not otherwise employed shall
be deposited to the credit of the Corporation in those banks, trust companies or
other depositaries as the Board of Directors or officers of the Corporation
designated by the Board of Directors select, or be invested as authorized by the
Board of Directors.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 Severability. A determination that any provision of these Bylaws is
for any reason inapplicable, invalid, illegal or otherwise ineffective shall not
affect or invalidate any other provision of these Bylaws.
10
<PAGE>
8.2 Amendments. These Bylaws may be amended or repealed and new Bylaws
may be adopted by the Board of Directors or the shareholders of the Corporation.
Adopted:_____________, 2000
