Exhibit (b)
BY-LAWS
OF
THE BLACKROCK 2012 TERM TRUST
TABLE OF CONTENTS
PAGE
ARTICLE I - Shareholder Meetings....................................4
1.1 Chairman................................................4
1.2 Proxies; Voting.........................................4
1.3 Fixing Record Dates.....................................4
1.4 Inspectors of Election..................................4
1.5 Records at Shareholder Meetings.........................5
ARTICLE II - Trustees................................................5
2.1 Annual and Regular Meetings.............................5
2.2 Chairman; Records.......................................6
ARTICLE III - Officers................................................6
3.1 Officers of the Trust...................................6
3.2 Election and Tenure.....................................6
3.3 Removal of Officers.....................................6
3.4 Bonds and Surety........................................7
3.5 Chairman, President, and Vice Presidents................7
3.6 Secretary...............................................7
3.7 Treasurer...............................................8
3.8 Other Officers and Duties...............................8
ARTICLE IV - Miscellaneous...........................................9
4.1 Depositories............................................9
4.2 Signatures..............................................9
4.3 Seal....................................................9
ARTICLE V - Stock Transfers.........................................9
5.1 Transfer Agents, Registrars and the Like................9
5.2 Transfer of Shares.....................................10
5.3 Registered Shareholders................................10
ARTICLE VI - Amendment of By-Laws...................................10
6.1 Amendment and Repeal of By-Laws........................10
THE BLACKROCK 2012 TERM TRUST
BY-LAWS
These By-Laws are made and adopted pursuant to Section 3.9 of
the Agreement and Declaration of Trust establishing THE BLACKROCK 2012 TERM
TRUST dated as of October 20, 2000, as from time to time amended
(hereinafter called the "Declaration"). All words and terms capitalized in
these By-Laws shall have the meaning or meanings set forth for such words
or terms in the Declaration.
ARTICLE I
Shareholder Meetings
1.1 Chairman. The Chairman, if any, shall act as chairman at
all meetings of the Shareholders; in the Chairman's absence, the Trustee or
Trustees present at each meeting may elect a temporary chairman for the
meeting, who may be one of themselves.
1.2 Proxies; Voting. Shareholders may vote either in person or
by duly executed proxy and each full share represented at the meeting shall
have one vote, all as provided in Article 10 of the Declaration.
1.3 Fixing Record Dates. For the purpose of determining the
Shareholders who are entitled to notice of or to vote or act at any
meeting, including any adjournment thereof, or who are entitled to
participate in any dividends, or for any other proper purpose, the Trustees
may from time to time, without closing the transfer books, fix a record
date in the manner provided in Section 10.3 of the Declaration. If the
Trustees do not prior to any meeting of Shareholders so fix a record date
or close the transfer books, then the date of mailing notice of the meeting
or the date upon which the dividend resolution is adopted, as the case may
be, shall be the record date.
1.4 Inspectors of Election. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the Chairman, if any, of any meeting of Shareholders may, and on
the request of any Shareholder or Shareholder proxy shall, appoint
Inspectors of Election of the meeting. The number of Inspectors of Election
shall be either one or three. If appointed at the meeting on the request of
one or more Shareholders or proxies, a majority of Shares present shall
determine whether one or three Inspectors of Election are to be appointed,
but failure to allow such determination by the Shareholders shall not
affect the validity of the appointment of Inspectors of Election. In case
any person appointed as Inspector of Election 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 number of Shares outstanding, the Shares 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
election or vote with fairness to all Shareholders. If there are three
Inspectors of Election, the decision, act or certificate of a majority is
effective in all respects as the decision, act or certificate of all. On
request of the Chairman, if any, of the meeting, or of any Shareholder or
Shareholder 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.
1.5 Records at Shareholder Meetings. At each meeting of the
Shareholders, there shall be made available for inspection at a convenient
time and place during normal business hours, if requested by Shareholders,
the minutes of the last previous Annual or Special Meeting of Shareholders
of the Trust and a list of the Shareholders of the Trust, as of the record
date of the meeting or the date of closing of transfer books, as the case
may be. Such list of Shareholders shall contain the name and the address of
each Shareholder in alphabetical order and the number of Shares owned by
such Shareholder. Shareholders shall have such other rights and procedures
of inspection of the books and records of the Trust as are granted to
shareholders of a Delaware business corporation.
ARTICLE II
Trustees
2.1 Annual and Regular Meetings. Meetings of the Trustees shall
be held from time to time upon the call of the Chairman, if any, the
President, the Secretary or any two Trustees. Regular meetings of the
Trustees may be held without call or notice and shall generally be held
quarterly. Neither the business to be transacted at, nor the purpose of,
any meeting of the Board of Trustees need be stated in the notice or waiver
of notice of such meeting, and no notice need be given of action proposed
to be taken by unanimous written consent.
2.2 Chairman; Records. The Chairman, if any, shall act as
chairman at all meetings of the Trustees; in absence of a chairman, 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 unanimous written consent of the Trustees, shall be recorded by the
person appointed by the Board of Trustees as the meeting secretary.
ARTICLE III
Officers
3.1 Officers of the Trust. The officers of the Trust shall
consist of a Chairman, if any, a President, a Secretary, a Treasurer and
such other officers or assistant officers as may be elected or authorized
by the Trustees. Any two or more of the offices may be held by the same
Person, except that the same person may not be both President and
Secretary. The Chairman, if any, shall be a Trustee, but no other officer
of the Trust need be a Trustee.
3.2 Election and Tenure. At the initial organization meeting,
the Trustees shall elect the Chairman, if any, President, Secretary,
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 serve at the pleasure of the Trustees or 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.
3.3 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, President, or Secretary, and such resignation shall take effect
immediately upon receipt by the Chairman, if any, President, or Secretary,
or at a later date according to the terms of such notice in writing.
3.4 Bonds and Surety. Any officer may be required by the
Trustees to be bonded for the faithful performance of such officer's duties
in such amount and with such sureties as the Trustees may determine.
3.5 Chairman, President, and Vice Presidents. The Chairman, if
any, shall, if present, preside at all meetings of the Shareholders and of
the Trustees and shall exercise and perform such other powers and duties as
may be from time to time assigned to such person by the Trustees. Subject
to such supervisory powers, if any, as may be given by the Trustees to the
Chairman, if any, the President shall be the chief executive officer of the
Trust and, subject to the control of the Trustees, shall have general
supervision, direction and control of the business of the Trust and of its
employees and shall exercise such general powers of management as are
usually vested in the office of President of a corporation. Subject to
direction of the Trustees, the Chairman, if any, and the President shall
each have power in the name and on behalf of the Trust to execute any and
all loans, documents, contracts, agreements, deeds, mortgages, registration
statements, applications, requests, filings and other instruments in
writing, and to employ and discharge employees and agents of the Trust.
Unless otherwise directed by the Trustees, the Chairman, if any, and the
President shall each 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. The Chairman, if any, and the President shall
have such further authorities and duties as the Trustees shall from time to
time determine. In the absence or disability of the President, the
Vice-Presidents in order of their rank as fixed by the Trustees or, if more
than one and not ranked, the Vice-President designated by the Trustees,
shall perform all of the duties of the President, and when so acting shall
have all the powers of and be subject to all of the restrictions upon the
President. Subject to the direction of the Trustees, and of the President,
each Vice-President shall have the power in the name and on behalf of the
Trust to execute any and all instruments in writing, and, in addition,
shall have such other duties and powers as shall be designated from time to
time by the Trustees or by the President.
3.6 Secretary. The Secretary shall maintain the minutes of all
meetings of, and record all votes of, Shareholders, Trustees and the
Executive Committee, if any. The Secretary shall be custodian of the seal
of the Trust, if any, and the Secretary (and any other person so authorized
by the Trustees) shall affix the seal, or if permitted, facsimile thereof,
to any instrument executed by the Trust which would be sealed by a Delaware
business corporation executing the same or a similar instrument and shall
attest the seal and the signature or signatures of the officer or officers
executing such instrument on behalf of the Trust. The Secretary shall also
perform any other duties commonly incident to such office in a Delaware
business corporation, and shall have such other authorities and duties as
the Trustees shall from time to time determine.
3.7 Treasurer. Except as otherwise directed by the Trustees,
the Treasurer shall have the general supervision of the monies, funds,
securities, notes receivable and other valuable papers and documents of the
Trust, and shall have and exercise under the supervision of the Trustees
and of the President all powers and duties normally incident to the office.
The Treasurer may endorse for deposit or collection all notes, checks and
other instruments payable to the Trust or to its order. The Treasurer shall
deposit all funds of the Trust in such depositories as the Trustees shall
designate. The Treasurer shall be responsible for such disbursement of the
funds of the Trust as may be ordered by the Trustees or the President. The
Treasurer shall keep accurate account of the books of the Trust's
transactions which shall be the property of the Trust, and which together
with all other property of the Trust in the Treasurer's possession, shall
be subject at all times to the inspection and control of the Trustees.
Unless the Trustees shall otherwise determine, the Treasurer shall be the
principal accounting officer of the Trust and shall also be the principal
financial officer of the Trust. The Treasurer shall have such other duties
and authorities as the Trustees shall from time to time determine.
Notwithstanding anything to the contrary herein contained, the Trustees may
authorize any adviser, administrator, manager or transfer agent to maintain
bank accounts and deposit and disburse funds of any series of the Trust on
behalf of such series.
3.8 Other Officers and Duties. The Trustees may elect such
other officers and assistant officers as they shall from time to time
determine to be necessary or desirable in order to conduct the business of
the Trust. Assistant officers shall act generally in the absence of the
officer whom they assist and shall assist that officer in the duties of the
office. Each officer, employee and agent of the Trust shall have such other
duties and authority as may be conferred upon such person by the Trustees
or delegated to such person by the President.
ARTICLE IV
Miscellaneous
4.1 Depositories. In accordance with Section 7.1 of the
Declaration, the funds of the Trust shall be deposited in such custodians
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
the adviser, administrator or manager), as the Trustees may from time to
time authorize.
4.2 Signatures. All contracts and other instruments shall be
executed on behalf of the Trust by its properly authorized officers, agent
or agents, as provided in the Declaration or By-laws or as the Trustees may
from time to time by resolution provide.
4.3 Seal. The Trust is not required to have any seal, and the
adoption or use of a seal shall be purely ornamental and be of no legal
effect. The seal, if any, of the Trust may be affixed to any instrument,
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 affixed manually in the same manner and with the same force
and effect as if done by a Delaware business corporation. The presence or
absence of a seal shall have no effect on the validity, enforceability or
binding nature of any document or instrument that is otherwise duly
authorized, executed and delivered.
ARTICLE V
Stock Transfers
5.1 Transfer Agents, Registrars and the Like. As provided in
Section 6.7 of the Declaration, the Trustees shall have authority to employ
and compensate such transfer agents and registrars with respect to the
Shares of the Trust as the Trustees shall deem necessary or desirable. In
addition, the Trustees shall have power to employ and compensate such
dividend disbursing agents, warrant agents and agents for the reinvestment
of dividends as they shall deem necessary or desirable. Any of such agents
shall have such power and authority as is delegated to any of them by the
Trustees.
5.2 Transfer of Shares. The Shares of the Trust shall be
transferable on the books of the Trust only upon delivery to the Trustees
or a transfer agent of the Trust of proper documentation as provided in
Section 6.8 of the Declaration. The Trust, or its transfer agents, shall be
authorized to refuse any transfer unless and until presentation of such
evidence as may be reasonably required to show that the requested transfer
is proper.
5.3 Registered Shareholders. The Trust may deem and treat the
holder of record of any Shares as the absolute owner thereof for all
purposes and shall not be required to take any notice of any right or claim
of right of any other person.
ARTICLE VI
Amendment of By-Laws
6.1 Amendment and Repeal of By-Laws. In accordance with Section
3.9 of the Declaration, the Trustees shall have the power to amend or
repeal the By-Laws or adopt new By-Laws at any time; provided, however,
that By-Laws adopted by the Shareholders may, if such By-Laws so state, be
altered, amended or repealed only by the Shareholders by an affirmative
vote of a majority of the outstanding voting securities of the Trust, and
not by the Trustees. Action by the Trustees with respect to the By-Laws
shall be taken by an affirmative vote of a majority of the Trustees. The
Trustees shall in no event adopt By-Laws which are in conflict with the
Declaration, and any apparent inconsistency shall be construed in favor of
the related provisions in the Declaration.
