BY-LAWS
OF
BAIRD FUNDS, INC.
(a Wisconsin corporation)
BY-LAWS
ARTICLE I. OFFICES
SECTION 1.01. PRINCIPAL AND OTHER OFFICES. The principal
office of the Corporation shall be located at any place either within or outside
the State of Wisconsin as designated in the Corporation's most current Annual
Report filed with the Wisconsin Secretary of State. The Corporation may have
such other offices, either within or outside the State of Wisconsin, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.
SECTION 1.02. REGISTERED OFFICE. The registered office of the
Corporation required by the Wisconsin Business Corporation Law (the "WBCL") to
be maintained in the State of Wisconsin may, but need not, be the same as any of
its places of business. The registered office may be changed from time to time.
SECTION 1.03. REGISTERED AGENT. The registered agent of the
Corporation required by the WBCL to maintain a business office in the State of
Wisconsin may, but need not, be an officer or employee of the Corporation as
long as such agent's business office is identical with the registered office.
The registered agent may be changed from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 2.01. ANNUAL MEETING. The annual meeting of the
shareholders, if the annual meeting shall be held, shall be held in May of each
year, or at such other time and date as may be fixed by, or under the authority
of the Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may properly come before the meeting. The
Corporation shall not be required to hold an annual meeting in any year in which
none of the following is required to be acted on by shareholders under the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the "Investment Company Act"):
(i) Election of directors;
(ii) Approval of the Corporation's investment advisory
contract;
(iii) Ratification of the selection of the Corporation's
independent public accountants; or
(iv) Approval of the Corporation's distribution agreement.
SECTION 2.02. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose or purposes, unless otherwise prescribed by the
WBCL, may be called by the Board of Directors, the Chairman of the Board or
President. Notwithstanding any other provision of these By-Laws, the Corporation
shall call a special meeting of shareholders in the event that the holders of at
least 10% of all of the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting sign, date and deliver to the
Corporation one or more written demands for the meeting describing one or more
purposes for which it is to be held. The Secretary shall inform such
shareholders of the reasonable estimated costs of preparing and mailing the
notice of the meeting, and upon payment to the Corporation of such costs, the
Corporation shall give not less than ten nor more than sixty days notice of the
special meeting.
SECTION 2.03. PLACE OF MEETING. The Board of Directors may
designate any place, either within or outside the State of Wisconsin, as the
place of meeting for any annual or special meeting of shareholders. If no
designation is made, the place of meeting shall be the principal office of the
Corporation. Any meeting may be adjourned to reconvene at any place designated
by vote of a majority of the shares represented at such meeting.
SECTION 2.04. NOTICE OF MEETING. The Corporation shall notify
shareholders of the date, time and place of each annual and special
shareholders' meeting. Notice of a special meeting shall include a description
of each purpose for which the meeting is called. Notice of all meetings need be
given only to shareholders entitled to vote, unless otherwise required by the
WBCL, and shall be given not less than ten nor more than sixty days before the
meeting date. The Corporation may give notice in person, by mail or other method
of delivery, by telephone, including voice mail, answering machine or answering
service, or by other electronic means. If these forms of personal notice are
impracticable, notice may be communicated by a newspaper of general circulation
in the area where published, or by radio, television or other form of public
broadcast communication. Written notice, which includes notice by electronic
transmission, shall be deemed to be effective at the earlier of (i) receipt,
(ii) mailing, but only if mailed postpaid and addressed to the shareholder's
address shown in the Corporation's current record of shareholders or (iii) when
electronically transmitted to the shareholder in a manner authorized by the
shareholder. The Corporation may give oral notice and such oral notice shall be
deemed to be effective when communicated. Notice by newspaper, radio, television
or other form of public broadcast communication shall be deemed to be effective
on the date of publication or broadcast.
SECTION 2.05. WAIVER OF NOTICE. A shareholder may waive any
notice required by the WBCL, the Articles of Incorporation or these By-Laws
before or after the date and time stated in the notice. The waiver shall be in
writing and signed by the shareholder entitled to the notice, contain the same
information that would have been required in the notice under applicable
provisions of the WBCL (except that the time and place of meeting need not be
stated) and be delivered to the Corporation for inclusion in the corporate
records. A shareholder's attendance at a meeting, in person or by proxy, waives
objection to all of the following: (a) lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting or promptly upon
arrival objects to holding the meeting or transacting business at the meeting;
and (b) consideration of a particular matter at the meeting that is not within
the purpose described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
SECTION 2.06. FIXING OF RECORD DATE. For the purpose of
determining shareholders of any voting group entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders. Such record date shall not be more than 70 days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If no record date is so fixed for the
determination of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, the record date for determination of such shareholders shall be at
the close of business on:
(a) With respect to an annual shareholders meeting or any
special shareholders meeting called by the Board of Directors or any
person specifically authorized by the Board of Directors or these
By-Laws to call a meeting, the day before the first notice is mailed to
shareholders;
(b) With respect to a special shareholders meeting demanded
by the shareholders, the date the first shareholder signs the demand;
(c) With respect to the payment of a share dividend, the date
the Board of Directors authorizes the share dividend; and
(d) With respect to a distribution to shareholders (other than
one involving a repurchase or reacquisition of shares), the date the
Board of Directors authorizes the distribution.
SECTION 2.07. VOTING LISTS. After fixing a record date for a
meeting, the Corporation shall prepare a list of the names of all its
shareholders who are entitled to notice of a shareholders meeting. The list
shall be arranged by class or series of shares and show the address of and the
number of shares held by each shareholder. The shareholders list must be
available for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing to
the date of the meeting. The list shall be available at the Corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting is to be held. Subject to the provisions of the WBCL, a
shareholder or his or her agent or attorney may, on written demand, inspect and
copy the list during regular business hours and at his expense, during the
period it is available for inspection. The Corporation shall make the
shareholders list available at the meeting, and any shareholder or his or her
agent or attorney may inspect the list at any time during the meeting or any
adjournment thereof. Refusal or failure to prepare or make available the
shareholders list shall not affect the validity of any action taken at such
meeting.
SECTION 2.08. SHAREHOLDER QUORUM AND VOTING REQUIREMENTS.
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. Unless the Articles of Incorporation or the WBCL provide otherwise, 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.
If the Articles of Incorporation or the WBCL provide for
voting by two or more voting groups on a matter, action on that matter is taken
only when voted upon by each of those voting groups counted separately as
provided in the WBCL. Action may be taken by one voting group on a matter even
though no action is taken by another voting group entitled to vote on the
matter. A voting group described in the WBCL constitutes a single voting group
for purpose of voting on the matter on which the shares are entitled to vote,
unless otherwise required under applicable laws and regulations, including the
Investment Company Act.
Once a share is represented for any purpose at a meeting,
other than for the purpose of objecting to holding the meeting or transacting
business at the meeting, it is deemed present for purposes of determining
whether a quorum exists, for the remainder of the meeting and for any
adjournment of that meeting to the extent provided in Section 2.13.
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 the Articles of Incorporation, the By-Laws, the WBCL or other applicable
laws and regulations, including the Investment Company Act, require a greater
number of affirmative votes. With respect to the election of directors, unless
otherwise provided in the Articles of Incorporation, directors are elected by a
plurality of the votes cast by the shares entitled to vote. For purposes of this
Section 2.08, "plurality" means that the individuals with the largest number of
votes are elected as directors up to the maximum number of directors to be
chosen at the election.
SECTION 2.09. PROXIES. A shareholder entitled to vote at a
meeting of shareholders, or to express consent or dissent in writing to any
corporate action without a meeting of shareholders, may authorize another person
to act for the shareholder by appointing the person as proxy. A shareholder, or
the shareholder's duly authorized attorney-in-fact, may appoint a person as
proxy (i) by signing, or causing the shareholder's signature to be affixed to,
an appointment form by any reasonable means, including, but not limited to, by
facsimile signature, (ii) by transmitting, or authorizing the transmission of,
an electronic transmission of appointment to the person who will be appointed as
proxy or to a proxy solicitation firm, proxy support service organization or
like agent authorized to receive the transmission by the person who will be
appointed as proxy or (iii) by any other means permitted by the WBCL. An
appointment of proxy is effective when a signed appointment form or an
electronic transmission of the appointment is received by the Inspector of
Election or the officer or agent of the Corporation authorized to tabulate
votes. An appointment is valid for 11 months unless a different period is
expressly provided in the appointment.
SECTION 2.10. VOTING OF SHARES. Unless otherwise provided in
the Articles of Incorporation or the WBCL, each outstanding share, regardless of
class, is entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
No shares in the Corporation held by another corporation may
be voted if the Corporation owns, directly or indirectly, a sufficient number of
shares entitled to elect a majority of the directors of such other corporation;
PROVIDED, HOWEVER, that the Corporation shall not be limited in its power to
vote any shares, including its own shares, held by it in a fiduciary capacity.
Redeemable shares are not entitled to vote after written
notice of redemption that complies with the WBCL is mailed to the holders
thereof and a sum sufficient to redeem the shares has been deposited with a
bank, trust company or other financial institution under an irrevocable
obligation to pay the holders the redemption price on surrender of the shares.
SECTION 2.11. VOTING SHARES OWNED BY THE CORPORATION. Shares
of the Corporation belonging to it shall not be voted directly or indirectly at
any meeting and shall not be counted in determining the total number of
outstanding shares at any given time, but shares held by the Corporation in a
fiduciary capacity may be voted and shall be counted in determining the total
number of outstanding shares at any given time.
SECTION 2.12. ACCEPTANCE OF INSTRUMENTS SHOWING SHAREHOLDER
ACTION.
(a) If the name signed on a vote, consent, waiver or proxy
appointment corresponds to the name of a shareholder, the Corporation,
if acting in good faith, may accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of a shareholder, the
Corporation, if acting in good faith, may accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the
shareholder if any of the following apply:
(1) the shareholder is an entity, within the meaning of the
WBCL, and the name signed purports to be that of an officer or
agent of the entity;
(2) the name signed purports to be that of a personal
representative, administrator, executor, guardian or
conservator representing the shareholder and, if the
Corporation or its agent request, evidence of fiduciary status
acceptable to the Corporation is presented with respect to the
vote, consent, waiver or proxy appointment;
(3) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the
Corporation or its agent request, evidence of this status
acceptable to the Corporation is presented with respect to the
vote, consent, waiver or proxy appointment;
(4) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and,
if the Corporation or its agent request, evidence acceptable
to the Corporation of the signatory's authority to sign for
the shareholder is presented with respect to the vote,
consent, waiver or proxy appointment; or
(5) two or more persons are the shareholders as co-tenants or
fiduciaries and the name signed purports to be the name of at
least one of the co-owners and the persons signing appears to
be acting on behalf of all co-owners.
(c) The Corporation may reject a vote, consent, waiver or
proxy appointment if the Secretary or other officer or agent of the
Corporation who is authorized to tabulate votes, acting in good faith,
has reasonable basis for doubt about the validity of the signature on
it or about the signatory's authority to sign for the shareholder.
SECTION 2.13. ADJOURNMENTS. An annual or special meeting of
shareholders may be adjourned at any time, including after action on one or more
matters, by a majority of shares represented, even if less than a quorum. The
meeting may be adjourned for any purpose, including, but not limited to,
allowing additional time to solicit votes on one or more matters, to disseminate
additional information to shareholders or to count votes. Upon being reconvened,
the adjourned meeting shall be deemed to be a continuation of the initial
meeting.
(a) QUORUM. Once a share is represented for any purpose at the
original meeting, other than for the purpose of objecting to holding
the meeting or transacting business at a meeting, it is considered
present for purposes of determining if a quorum exists, for the
remainder of the meeting and for any adjournment of that meeting unless
a new record date is or must be set for that adjourned meeting.
(b) RECORD DATE. When a determination of shareholders entitled
to notice of or to vote at any meeting of shareholders has been made as
provided in Section 2.06, such determination shall be applied to any
adjournment thereof unless the Board of Directors fixes a new record
date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.
(c) NOTICE. Unless a new record date for an adjourned meeting
is or must be fixed pursuant to Section 2.13(b), the Corporation is not
required to give notice of the new date, time or place if the new date,
time or place is announced at the meeting before adjournment.
SECTION 2.14. POLLING. In the sole discretion of the presiding
officer of an annual or special meeting of shareholders, polls may be closed at
any time after commencement of any annual or special meeting. When there are
several matters to be considered at a meeting, the polls may remain open during
the meeting as to any or all matters to be considered, as the presiding officer
may declare. Polls will remain open as to matters to be considered at any
adjournment of the meeting unless the presiding officer declares otherwise. At
the sole discretion of the presiding officer, the polls may remain open after
adjournment of a meeting for not more than 72 hours for the purpose of
collecting proxies and counting votes. All votes submitted prior to the
announcement of the results of the balloting shall be valid and counted. The
results of balloting shall be final and binding after announcement of such
results.
SECTION 2.15. WAIVER OF NOTICE BY SHAREHOLDERS. A shareholder
may waive any notice required by the WBCL, the Articles of Incorporation or the
By-Laws before or after the date and time stated in the notice. The waiver shall
be in writing and signed by the shareholder entitled to the notice, contain the
same information that would have been required in the notice under any
applicable provisions of the WBCL, except that the time and place of the meeting
need not be stated, and be delivered to the Corporation for inclusion in the
Corporation's records. A shareholder's attendance at a meeting, in person or by
proxy, waives objection to (i) lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting or promptly upon
arrival objects to the holding of the meeting or transacting business at the
meeting, and (ii) consideration of a particular matter at the meeting that is
not within the purpose described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.
SECTION 2.16. CONDUCT OF MEETING. The Chairman of the Board,
President or any person chosen by the Chairman of the Board, shall call the
meeting of the shareholders to order and shall act as chairman of the meeting,
and the Secretary of the Corporation or any other person appointed by the
chairman of the meeting, shall act as secretary of all meetings of the
shareholders.
SECTION 2.17. UNANIMOUS CONSENT WITHOUT MEETING. Any action
required or permitted to be taken at a meeting of shareholders may be taken
without a meeting only by unanimous written consent or consents signed by all of
the shareholders of the Corporation entitled to vote on such action pursuant to
the WBCL. Such consent must describe the action taken and must be delivered to
the Corporation for inclusion in the corporate records. The record date for
determining shareholders entitled to take action under this section is the date
that the first shareholder signs the consent. A consent signed under this
section has the effect of a meeting vote and may be described as such in any
document.
ARTICLE III. BOARD OF DIRECTORS
SECTION 3.01. GENERAL POWERS AND NUMBER. All corporate powers
shall be exercised by or under the authority of, and the business and affairs of
the Corporation managed under the direction of, the Board of Directors, subject
to any limitations set forth in the Articles of Incorporation. The number of
directors of the Corporation shall initially be one. The number of directors of
the Corporation may be amended from time to time by resolution adopted by vote
of a majority of the entire Board of Directors then in office.
SECTION 3.02. TENURE AND QUALIFICATIONS. Each director shall
hold office until the next annual meeting of shareholders and until his or her
successor shall have been elected and, if necessary, qualified, or until there
is a decrease in the number of directors which takes effect after the expiration
of his or her term, or until his or her prior death, resignation or removal. A
director may be removed by the shareholders, with or without cause, only at a
meeting called for the purpose of removing the director, and the meeting notice
shall state that the purpose, or one of the purposes, of the meeting is removal
of the director. A director may resign at any time by delivering written notice
which complies with the WBCL to the Board of Directors, to the Chairman of the
Board or to the Corporation. A director's resignation is effective when the
notice is delivered unless the notice specifies a later effective date.
Directors need not be residents of the State of Wisconsin or shareholders of the
Corporation.
SECTION 3.03. REGULAR MEETINGS. A regular meeting of the Board
of Directors shall be held without other notice than this Section 3.03
immediately before or after the annual meeting of shareholders and each
adjourned session thereof. The place of such regular meeting shall be the same
as the place of the meeting of shareholders which precedes or follows it, as the
case may be, or such other suitable place as may be announced at such meeting of
shareholders. The Board of Directors shall provide, by resolution, the date,
time and place, either within or without the State of Wisconsin, for the holding
of additional regular meetings of the Board of Directors without other notice
than such resolution. Regular meetings of the Board of Directors may also be
called by the Chairman of the Board, President or Secretary.
SECTION 3.04. SPECIAL MEETINGS. Special meetings of the Board
of Directors may be called by or at the request of the Chairman of the Board,
President, Secretary or any two directors. The Chairman of the Board, President
or Secretary may fix any place, either within or outside the State of Wisconsin,
as the place for holding any special meeting of the Board of Directors, and if
no other place is fixed the place of the meeting shall be the principal business
office of the Corporation in the State of Wisconsin.
SECTION 3.05. NOTICE; WAIVER. Notice of meetings, except for
regular meetings, shall be given at least five days previously thereto and shall
state the date, time and place of the meeting of the Board of Directors or
committee. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors or committee need be
specified in the notice of such meeting. Notice may be communicated in person,
by mail or other method of delivery, by telephone, including voice mail,
answering machine or answering service, or by other electronic means. Written
notice, which includes notice by electronic transmission, is effective at the
earliest of the following: (i) when received; (ii) 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; (iii) two
days after it is deposited with a private carrier; or (iv) when electronically
transmitted. Oral notice is deemed effective when communicated. Facsimile or
teletype notice is deemed effective when sent.
A director may waive any notice required by the WBCL, the
Articles of Incorporation or the By-Laws before or after the date and time
stated in the notice. The waiver shall be in writing, signed by the director
entitled to the notice and retained by the Corporation. Notwithstanding the
foregoing, a director's attendance at or participation in a meeting waives any
required notice to such director of the meeting unless the director at the
beginning of the meeting or promptly upon such 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.
SECTION 3.06. QUORUM. Except as otherwise provided by the
WBCL, the Articles of Incorporation or the By-Laws, a majority of the number of
directors specified in Section 3.01 shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. A majority of
the directors present (though less than such quorum) may adjourn any meeting of
the Board of Directors or any committee thereof, as the case may be, from time
to time without further notice.
SECTION 3.07. MANNER OF ACTING. The affirmative vote of a
majority of the directors present at a meeting of the Board of Directors at
which a quorum is present shall be the act of the Board of Directors, unless the
WBCL, the Articles of Incorporation, the By-Laws or other applicable law or
regulation, including the Investment Company Act, require the vote of a greater
number of directors.
SECTION 3.08. CONDUCT OF MEETINGS. The Chairman of the Board,
and in his absence, the Vice Chairman or any director chosen by the directors
present, shall call meetings of the Board of Directors to order and shall act as
chairman of the meeting. The Secretary of the Corporation shall act as secretary
of all meetings of the Board of Directors unless the presiding officer appoints
another person present to act as secretary of the meeting. Minutes of any
regular or special meeting of the Board of Directors shall be prepared and
distributed to each director.
SECTION 3.09. VACANCIES. Except as provided below, any vacancy
occurring in the Board of Directors, including a vacancy resulting from an
increase in the number of directors, may be filled, subject to the requirements
of the Investment Company Act, by any of the following: (a) the shareholders;
(b) the Board of Directors; or (c) if the directors remaining in office
constitute fewer than a quorum of the Board of Directors, the directors, by the
affirmative vote of a majority of all directors remaining in office. If the
vacant office was held by a director elected by a voting group of shareholders,
only the holders of shares of that voting group may vote to fill the vacancy if
it is filled by the shareholders, and only the remaining directors elected by
that voting group may vote to fill the vacancy if it is filled by the directors.
A vacancy that will occur at a specific later date, because of a resignation
effective at a later date or otherwise, may be filled before the vacancy occurs,
but the new director may not take office until the vacancy occurs.
SECTION 3.10. COMPENSATION. No director shall receive any
stated salary or fees from the Corporation for his services as such director if
such director is, otherwise than by reason of being such director, an interested
person (as such term is defined by the Investment Company Act) of the
Corporation or its investment advisor. Except as provided in the preceding
sentence, directors shall be entitled to receive such compensation from the
Corporation for their services as may from time to time be voted by the Board of
Directors.
SECTION 3.11. PRESUMPTION OF ASSENT. A director who is present
and is announced as present at a meeting of the Board of Directors, when
corporate action is taken, assents to the action taken unless any of the
following occurs: (a) the director objects at the beginning of the meeting or
promptly upon his or her arrival to holding the meeting or transacting business
at the meeting; (b) the director dissents or abstains from an action taken and
minutes of the meeting are prepared that show the director's dissent or
abstention; (c) the director delivers written notice that complies with the WBCL
of his or her dissent or abstention to the presiding officer of the meeting
before its adjournment or to the Corporation immediately after adjournment of
the meeting; or (d) the director dissents or abstains from an action taken,
minutes of the meeting are prepared that fail to show the director's dissent or
abstention from the action taken and the director delivers to the Corporation a
written notice of that failure that complies with the WBCL promptly after
receiving the minutes. Such right of dissent or abstention shall not apply to a
director who votes in favor of the action taken.
SECTION 3.12. TELEPHONIC MEETINGS. Except as herein provided
and notwithstanding any place set forth in the notice of the meeting or these
By-Laws, members of the Board of Directors may participate in regular or special
meetings by, or through the use of, any means of communication by which all
participants may simultaneously hear each other, such as by conference
telephone. If a meeting is conducted by such means, then at the commencement of
such meeting the presiding officer shall inform the participating directors that
a meeting is taking place at which official business may be transacted. Any
participant in a meeting by such means shall be deemed present in person at such
meeting. Notwithstanding the foregoing, no action may be taken at any meeting
held by such means (i) on any particular matter which the presiding officer
determines, in his or her sole discretion, to be inappropriate under the
circumstances for action at a meeting held by such means (such determination
shall be made and announced in advance of such meeting), or (ii) if the action
must be approved in person pursuant to the requirements of the Investment
Company Act.
SECTION 3.13. ACTION WITHOUT MEETING. Any action required or
permitted by the WBCL to be taken at a meeting of the Board of Directors may be
taken without a meeting if the action is taken by all members of the Board. The
action shall be evidenced by one or more written consents describing the action
taken, signed by each director and retained by the Corporation. Such action
shall be effective when the last director signs the consent, unless the consent
specifies a different effective date. Notwithstanding this Section 3.13, no
action may be taken by the Board of Directors pursuant to a written consent with
respect to which the action must be approved in person pursuant to the
requirements of the Investment Company Act.
ARTICLE IV. OFFICERS
SECTION 4.01. NUMBER. The principal officers of the
Corporation shall be a Chairman of the Board, a President, the number of Vice
Presidents as authorized from time to time by the Board of Directors, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. The Board of Directors
may also authorize any duly authorized officer to appoint one or more officers
or assistant officers. Any two or more offices may be held by the same person.
SECTION 4.02. ELECTION AND TERM OF OFFICE. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders, if any, or on or after the anniversary
of the last annual meeting if no annual meeting is held. If the election of
officers shall not be held at such first meeting of the Board of Directors, such
election shall be held as soon thereafter as is practicable. Each officer shall
hold office until his or her successor shall have been duly elected or until his
or her prior death, resignation or removal.
SECTION 4.03. REMOVAL. The Board of Directors may remove any
officer and, unless restricted by the Board of Directors or these By-Laws, an
officer may remove any officer or assistant officer appointed by that officer.
An officer may be removed at any time, with or without cause and notwithstanding
the contract rights, if any, of the officer removed. The appointment of an
officer does not of itself create contract rights.
SECTION 4.04. RESIGNATION. An officer may resign at any time
by delivering notice to the Corporation that complies with the WBCL. The
resignation shall be effective when the notice is delivered, unless the notice
specifies a later effective date and the Corporation accepts the later effective
date.
SECTION 4.05. VACANCIES. A vacancy in any principal office
because of death, resignation, removal, disqualification or otherwise, shall be
filled by the Board of Directors for the unexpired portion of the term. If a
resignation of an officer is effective at a later date as contemplated by
Section 4.04 hereof, the Board of Directors may fill the pending vacancy before
the effective date if the Board provides that the successor may not take office
until the effective date of the registration.
SECTION 4.06. CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the shareholders and directors.
SECTION 4.07. PRESIDENT. The President shall, subject to the
direction of the Board of Directors, in general supervise and control all of the
business and affairs of the Corporation. The President shall, when present,
preside at all meetings of the shareholders in the absence of the Chairman of
the Board. The President shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of
the Corporation as he or she shall deem necessary, to prescribe their powers,
duties and compensation, and to delegate authority to them. Such agents and
employees shall hold office at the discretion of the President. The President
shall have authority to sign, execute and acknowledge, on behalf of the
Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases,
reports and all other documents or instruments necessary or proper to be
executed in the course of the Corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and, except as otherwise
provided by law or the Board of Directors, he or she may authorize any Vice
President or other officer or agent of the Corporation to sign, execute and
acknowledge such documents or instruments in his or her place and stead. In
general he or she shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from time
to time.
SECTION 4.08. THE VICE PRESIDENTS. In the absence of the
President or in the event of the President's death, inability or refusal to act,
or in the event for any reason it shall be impracticable for the President to
act personally, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or Assistant
Secretary, certificates for shares of the Corporation; and shall perform such
other duties and have such authority as from time to time may be delegated or
assigned to him or her by the President or by the Board of Directors. The
execution of any instrument of the Corporation by any Vice President shall be
conclusive evidence, as to third parties, of his or her authority to act for the
Corporation.
SECTION 4.09. THE SECRETARY. The Secretary shall: (a) keep
minutes of the meetings of the shareholders and of the Board of Directors (and
of committees thereof) in one or more books provided for that purpose (including
records of actions taken by the shareholders or the Board of Directors (or
committees thereof) without a meeting); (b) see that all notices are duly given
in accordance with the provisions of these By-Laws or as required by the WBCL;
(c) be custodian of the corporate records and of the seal of the Corporation and
see that the seal of the Corporation is affixed to all documents the execution
of which on behalf of the Corporation under its seal is duly authorized; (d)
maintain a record of the shareholders of the Corporation, in a form that permits
preparation of a list of the names and addresses of all shareholders, by class
or series of shares and showing the number and class or series of shares held by
each shareholder; (e) sign with the President, a Vice President, or any other
officer authorized by the Board of Directors, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned by the President or the Board of Directors.
SECTION 4.10. THE TREASURER. The Treasurer shall be the
principal financial and accounting officer of the Corporation and shall have
general charge of the finances and books of account of the Corporation. Except
as otherwise provided by the Board of Directors, he or she shall have general
supervision of the funds and property of the Corporation and of the performance
by the Custodian of its duties with respect thereto. The Treasurer shall render
to the Board of Directors, whenever directed by the Board, an account of the
financial condition of the Corporation and of all his or her transactions as
Treasurer. The Treasurer shall perform all acts incidental to the office of
Treasurer, subject to the control of the Board of Directors.
SECTION 4.11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
There shall be such number of Assistant Secretaries and Assistant Treasurers as
the Board of Directors may from time to time authorize. The Assistant
Secretaries may sign with the President, a Vice President or any other officer
authorized by the Board of Directors, certificates for shares of the Corporation
the issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Secretaries and Assistant Treasurers, in general, shall
perform such duties and have such authority as shall from time to time be
delegated or assigned to them by the Secretary or the Treasurer, respectively,
or by the President or the Board of Directors.
SECTION 4.12. OTHER ASSISTANTS AND ACTING OFFICERS. The Board
of Directors shall have the power to appoint, or to authorize any duly appointed
officer of the Corporation to appoint, any person to act as assistant to any
officer, or as agent for the Corporation in his or her stead, or to perform the
duties of such officer whenever for any reason it is impracticable for such
officer to act personally, and such assistant or acting officer or other agent
so appointed by the Board of Directors or an authorized officer shall have the
power to perform all the duties of the office to which he or she is so appointed
to be an assistant, or as to which he or she is so appointed to act, except as
such power may be otherwise defined or restricted by the Board of Directors or
the appointing officer.
SECTION 4.13. 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 Investment Company Act of 1940) 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 V. CERTIFICATES FOR SHARES; TRANSFER OF SHARES
SECTION 5.01. CERTIFICATES FOR SHARES. Unless the Board of
Directors determines to issue solely uncertificated shares, each shareholder
shall be entitled upon request to have a certificate or certificates which shall
represent and certify the number and kind of shares owned by him or her in the
Corporation. Certificates representing shares of the Corporation shall be in
such form, consistent with the WBCL, as shall be determined by the Board of
Directors. Such certificates shall be signed, either manually or in facsimile,
by the President, a Vice President or any other officer authorized by the Board
of Directors and by the Secretary or an Assistant Secretary. All certificates
for shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and class of shares and series, if any, and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except as provided
in Section 5.04.
Shares may also be issued without certificates. Within a
reasonable time after issuance or transfer of shares without certificates, the
Corporation shall send the shareholder a written statement of the information
required on share certificates under the WBCL, including the following:
(a) the name of the Corporation;
(b) the name of the person to whom shares were issued;
(c) the number and class of shares and the designation of the
series, if any, of the shares issued; and
(d) either (i) a summary of the designations, relative rights,
preferences and limitations, applicable to each class, and the
variations in rights, preferences and limitations determined for each
series and the authority of the Board of Directors to determine
variations for future series, or (ii) a conspicuous statement that the
Corporation will furnish the information specified in clause (i),
above, on request, in writing and without charge.
SECTION 5.02. SIGNATURE BY FORMER OFFICERS. The validity of a
share certificate is not affected if a person who signed the certificate (either
manually or in facsimile) no longer holds office when the certificate is issued.
SECTION 5.03. TRANSFER OF SHARES. Prior to due presentment of
a certificate for shares for redemption or registration of transfer, the
Corporation may treat the registered owner of such shares as the person
exclusively entitled to vote, to receive notifications and otherwise to have and
exercise all the rights and power of an owner. Where a certificate for shares is
presented to the Corporation with a request for redemption or to register for
transfer, the Corporation shall not be liable to the owner or any other person
suffering loss as a result of such registration of transfer or redemption if (a)
there were on or with the certificate the necessary endorsements, and (b) the
Corporation had no duty to inquire into adverse claims or has discharged any
such duty. The Corporation may require reasonable assurance that such
endorsements are genuine and effective and compliance with such other
regulations as may be prescribed by or under the authority of the Board of
Directors. All certificates and uncertificated shares surrendered to the
Corporation for redemption shall be cancelled, returned to the status of
authorized and unissued shares and the transaction recorded in the stock
transfer books. Transfer or redemption of shares of the Corporation shall be
made only on the stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto duly authorized by power of
attorney duly executed and filed with the transfer agent or the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares, if any.
SECTION 5.04. LOST, DESTROYED OR STOLEN CERTIFICATES. Where
the owner claims that certificates for shares have been lost, destroyed or
wrongfully taken, a new certificate shall be issued in place thereof if the
owner (a) so requests before the Corporation has notice that such shares have
been acquired by a bona fide purchaser, (b) files with the Corporation a
sufficient indemnity bond if required by the Board of Directors or any principal
officer, and (c) satisfies such other reasonable requirements as may be
prescribed by or under the authority of the Board of Directors.
SECTION 5.05. STOCK REGULATIONS. The Board of Directors shall
have the power and authority to make all such further rules and regulations not
inconsistent with law as it may deem expedient concerning the issue, transfer
and registration of shares of the Corporation and to appoint or designate one or
more stock transfer agents and one or more stock registrars.
ARTICLE VI. SEAL
SECTION 6.01. The seal of the Corporation shall be circular in
form and shall bear, at a minimum, the name of the Corporation, Wisconsin as its
state of incorporation and the words "Corporate Seal."
ARTICLE VII. INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 7.01. MANDATORY INDEMNIFICATION. The Corporation shall
indemnify, to the full extent permitted by Sections 180.0850 through 180.0859
(or any successor provisions) of the WBCL, as in effect from time to time, its
"directors and officers" (within the meaning of Section 180.0850(2) of the
WBCL). The indemnification afforded such persons by this section shall not be
exclusive of other rights to which they may be entitled as a matter of law.
SECTION 7.02. PERMISSIVE SUPPLEMENTARY BENEFITS. The
Corporation may, but shall not be required to, supplement the right of
indemnification under Section 7.01 by (a) the purchase of insurance on behalf of
any one or more of such persons, whether or not the Corporation would be
obligated to indemnify such person under Section 7.01; (b) individual or group
indemnification agreements with any one or more of such persons; and (c)
advances for related expenses of such a person.
SECTION 7.03. AMENDMENT. This Article VII may be amended
or repealed only by a vote of the shareholders and not by a vote of the Board of
Directors.
SECTION 7.04. INVESTMENT COMPANY ACT. In no event shall the
Corporation indemnify any person hereunder in contravention of any provision of
the Investment Company Act.
ARTICLE VIII. AMENDMENTS
SECTION 8.01. BY SHAREHOLDERS. These By-Laws may be amended
or repealed and new By-Laws may be adopted by the shareholders at any annual or
special meeting of the shareholders at which a quorum is in attendance.
SECTION 8.02. BY BOARD OF DIRECTORS. Except as otherwise
provided by the WBCL, the Articles of Incorporation or a particular By-Law
herein, these By-Laws may also be amended or repealed and new By-Laws may be
adopted by the Board of Directors by affirmative vote of a majority of the
number of directors present at any meeting at which a quorum is in attendance;
PROVIDED, HOWEVER, that the shareholders in adopting, amending or repealing a
particular By-Law may provide therein that the Board of Directors may not amend,
repeal or readopt that By-Law.
SECTION 8.03. IMPLIED AMENDMENTS. Any action taken or
authorized by the shareholders or by the Board of Directors which would be
inconsistent with the By-Laws then in effect but which is taken or authorized by
affirmative vote of not less than the number of shares or the number of
directors required to amend the By-Laws so that the By-Laws would be consistent
with such action shall be given the same effect as though the By-Laws had been
temporarily amended or suspended so far, but only so far, as is necessary to
permit the specific action so taken or authorized.
ARTICLE IX. DEPOSITARIES, CUSTODIANS, ENDORSEMENTS
SECTION 9.01. DEPOSITORIES. The funds of the Corporation shall
be deposited with such banks or other depositories as the Board of Directors of
the Corporation may from time to time determine in accordance with the
requirements of the Investment Company Act.
SECTION 9.02. CUSTODIANS. All securities and other similar
investments of the Corporation shall be deposited in the safekeeping of such
banks or other companies as the Board of Directors may from time to time
determine in accordance with the requirements of the Investment Company Act.
Every arrangement entered into with any bank or other company for the
safekeeping of the securities and other similar investments of the Corporation
shall contain provisions complying with the requirements of the Investment
Company Act.
SECTION 9.03. CHECKS, NOTES, DRAFTS, ETC. Checks, notes,
drafts, acceptances, bills of exchange and other orders or obligations for the
payment of money shall be signed by such officer or officers or such person or
persons as designated from time to time by the Board of Directors.
SECTION 9.04. ENDORSEMENTS, ASSIGNMENTS AND TRANSFER OF
SECURITIES. All endorsements, assignments, stock powers or other instruments of
transfer of securities standing in the name of the Corporation or its nominee or
directions for the transfer of securities belonging to the Corporation shall be
made by such officer or officers or other person or persons as may be designated
from time to time by the Board of Directors.
ARTICLE X. INDEPENDENT PUBLIC ACCOUNTANTS
SECTION 10.01. INDEPENDENT PUBLIC ACCOUNTANTS. The Corporation
shall employ an independent public accountant or a firm of independent public
accountants as its accountants to examine the accounts of the Corporation and to
sign and certify financial statements filed by the Corporation.
ARTICLE XI. SALES AND REDEMPTION OF SHARES; DIVIDENDS
SECTION 11.01. SALE OF SHARES. Shares of Common Stock of the
Corporation shall be sold by it for the net asset value per share of such Common
Stock calculated in accordance with the requirements of the Investment Company
Act, and the Corporation's then current prospectus.
SECTION 11.02. PERIODIC INVESTMENT, DIVIDEND REINVESTMENT AND
OTHER PLANS. The Corporation shall offer such periodic investment, dividend
reinvestment, periodic redemption or other plans as are specified in the
Corporation's then current prospectus, provided such plans are offered in
accordance with the requirements of the Investment Company Act. Any such plans
may be discontinued at any time if determined advisable by or under the
authority of the Board of Directors.
SECTION 11.03. REDEMPTION OF SHARES. Subject to the suspension
of the right of redemption or postponement of the date of payment or
satisfaction upon redemption in accordance with the Investment Company Act, each
shareholder, upon request and after complying with the redemption procedures
established by or under the supervision of the Board of Directors, shall be
entitled to require the Corporation to redeem out of legally available funds all
or any part of the Common Stock standing in the name of such holder at the net
asset value per share calculated in accordance with the requirements of the
Investment Company Act, and the Corporation's then current prospectus. The Board
of Directors may from time to time establish redemption fees or contingent sales
charges in accordance with the Investment Company Act and other applicable law.
SECTION 11.04. DIVIDENDS AND OTHER DISTRIBUTIONS. The
Corporation shall pay such dividends and make other distributions to
shareholders, at such times and in such amounts as are determined by or under
the authority of the Board of Directors, from time to time and in accordance
with the requirements of the WBCL, the Investment Company Act, and other
applicable laws and regulations.
