BY-LAWS
OF
DREYFUS PREMIER EQUITY FUNDS, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing shares of stock shall set forth thereon the
statements prescribed by Section 2-211 of the Maryland General
Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the Chairman of
the Board or the President or a Vice President and countersigned
by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and may be sealed with the corporate seal.
The signatures of any such officers may be either manual or
facsimile signatures and the corporate seal may be either
facsimile or any other form of seal. In case any such officer who
has signed manually or by facsimile any such certificate ceases to
be such officer before the certificate is issued, it nevertheless
may be issued by the corporation with the same effect as if the
officer had not ceased to be such officer as of the date of its
issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-206 of the General
Corporation Law.
The corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Board of Directors may
require, in its discretion, the owner of any such certificate or
the owner's legal representative to give bond, with sufficient
surety, to the corporation to indemnify it against any loss or
claim that may arise by reason of the issuance of a new
certificate.
The Board of Directors at any time may discontinue the
issuance of certificates representing shares of stock and by
written notice to each stockholder, may require the surrender of
certificates of stock to the corporation for cancellation. Such
surrender and cancellation shall not affect the ownership of stock
in the corporation.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made only
on the stock transfer books of the corporation by the record
holder thereof or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and
on surrender of the certificate or certificates, if any, for such
shares of stock properly endorsed and the payment of all taxes due
thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of
Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to
vote at, any meeting of stockholders, or stockholders entitled to
receive payment of any dividend or the allotment of any rights or
in order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall be not more than 90
days, and in case of a meeting of stockholders not less than 10
days, prior to the date on which the meeting or particular action
requiring such determination of stockholders is to be held or
taken. In lieu of fixing a record date, the Board of Directors
may provide that the stock transfer books shall be closed for a
stated period but not to exceed 20 days. If the stock transfer
books are closed for the purpose of determining stockholders
entitled to notice of, or to vote at, a meeting of stockholders,
such books shall be closed for at least 10 days immediately
preceding such meeting. If no record date is fixed and the stock
transfer books are not closed for the determination of
stockholders: (1) The record date for the determination of
stockholders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day on which
the notice of meeting is mailed or the day 30 days before the
meeting, whichever is the closer date to the meeting; and (2) The
record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any rights shall
be at the close of business on the day on which the resolution of
the Board of Directors declaring the dividend or allotment of
rights is adopted, provided that the payment or allotment date
shall not be more than 60 days after the date on which the
resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in
respect of the right to notice of a meeting of stockholders or a
waiver thereof or to participate or vote thereat or to consent or
dissent in writing in lieu of a meeting, as the case may be, the
term "share of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock
and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class
of shares of stock and said reference also is intended to include
any outstanding share or shares of stock and any holder or holders
of record of outstanding shares of stock of any class or series
upon which or upon whom the Charter confers such rights where
there are two or more classes or series of shares or upon which or
upon whom the General Corporation Law confers such rights
notwithstanding that the Charter may provide for more than one
class or series of shares of stock, one or more of which are
limited or denied such rights thereunder.
5. STOCKHOLDER MEETINGS.
ANNUAL MEETINGS. If a meeting of the stockholders
of the corporation is required by the Investment Company Act of
1940, as amended, to elect the directors, then there shall be
submitted to the stockholders at such meeting the question of the
election of directors, and a meeting called for that purpose shall
be designated the annual meeting of stockholders for that year.
In other years in which no action by stockholders is required for
the aforesaid election of directors, no annual meeting need be
held.
SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the
President and shall be called by the Secretary for the purpose of
removing a Director whenever the holders of shares entitled to at
least ten percent of all the votes entitled to be cast at such
meeting shall make a duly authorized request that such meeting be
called. The Secretary shall call a special meeting of
stockholders for all other purposes whenever the holders of shares
entitled to at least a majority of all the votes entitled to be
cast at such meeting shall make a duly authorized request that
such meeting be called. Such request shall state the purpose of
such meeting and the matters proposed to be acted on thereat, and
no other business shall be transacted at any such special meeting.
The Secretary shall inform such stockholders of the reasonably
estimated costs of preparing and mailing the notice of the
meeting, and upon payment to the corporation of such costs, the
Secretary shall give notice in the manner provided for below.
PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates as
the directors from time to time may fix.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting. The
notice of a special meeting shall state in all instances the
purpose or purposes for which the meeting is called. Written or
printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to the stockholder personally
or by leaving it at his or her residence or usual place of
business not less than 10 days and not more than 90 days before
the date of the meeting, unless any provisions of the General
Corporation Law shall prescribe a different elapsed period of
time, to each stockholder at his or her address appearing on the
books of the corporation or the address supplied by the
stockholder for the purpose of notice. If mailed, notice shall be
deemed to be given when deposited in the United States mail
addressed to the stockholder at his or her post office address as
it appears on the records of the corporation with postage thereon
prepaid. Whenever any notice of the time, place or purpose of any
meeting of stockholders is required to be given under the
provisions of these by-laws or of the General Corporation Law, a
waiver thereof in writing, signed by the stockholder and filed
with the records of the meeting, whether before or after the
holding thereof, or actual attendance or representation at the
meeting shall be deemed equivalent to the giving of such notice to
such stockholder. The foregoing requirements of notice also shall
apply, whenever the corporation shall have any class of stock
which is not entitled to vote, to holders of stock who are not
entitled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
QUORUM. At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast
one-third of the votes thereat shall constitute a quorum. In the
absence of a quorum, the stockholders present in person or by
proxy, by majority vote and without notice other than by
announcement, may adjourn the meeting from time to time, but not
for a period exceeding 120 days after the original record date
until a quorum shall attend.
ADJOURNED MEETINGS. A meeting of stockholders
convened on the date for which it was called (including one
adjourned to achieve a quorum as provided in the paragraph above)
may be adjourned from time to time without further notice to a
date not more than 120 days after the original record date, and
any business may be transacted at any adjourned meeting which
could have been transacted at the meeting as originally called.
CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President, a
Vice President or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation or, in his or her
absence, an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary
is present the chairman of the meeting shall appoint a secretary
of the meeting.
PROXY REPRESENTATION. Every stockholder may
authorize another person or persons to act for him by proxy in all
matters in which a stockholder is entitled to participate, whether
for the purposes of determining the stockholder's presence at a
meeting, or whether by waiving notice of any meeting, voting or
participating at a meeting, expressing consent or dissent without
a meeting or otherwise. Every proxy shall be executed in writing
by the stockholder or by his or her duly authorized attorney-in-
fact or be in such other form as may be permitted by the General
Corporation Law, including documents conveyed by electronic
transmission and filed with the Secretary of the corporation. A
copy, facsimile transmission or other reproduction of the writing
or transmission may be substituted for the original writing or
transmission for any purpose for which the original transmission
could be used. No unrevoked proxy shall be valid after 11 months
from the date of its execution, unless a longer time is expressly
provided therein. The placing of a stockholder's name on a proxy
pursuant to telephonic or electronically transmitted instructions
obtained pursuant to procedures reasonably designed to verify that
such instructions have been authorized by such stockholder shall
constitute execution of such proxy by or on behalf of such
stockholder.
INSPECTORS OF ELECTION. The directors, in advance
of any meeting, may, but need not, appoint one or more inspectors
to act at the meeting or any adjournment thereof. If an inspector
or inspectors are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by
the directors in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, if any, before entering
upon the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented
at the meeting, the existence of a quorum and the validity and
effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result and do such acts as are
proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting
or any stockholder, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact
found by him or them.
VOTING. Each share of stock shall entitle the
holder thereof to one vote, except in the election of directors,
at which each said vote may be cast for as many persons as there
are directors to be elected. Except for election of directors, a
majority of the votes cast at a meeting of stockholders, duly
called and at which a quorum is present, shall be sufficient to
take or authorize action upon any matter which may come before a
meeting, unless more than a majority of votes cast is required by
the corporation's Articles of Incorporation. A plurality of all
the votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such action
and such consent and waiver are filed with the records of the
corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs
of the corporation shall be managed under the direction of a Board
of Directors. The use of the phrase "entire board" herein refers
to the total number of directors which the corporation would have
if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be
a natural person of full age. A director need not be a
stockholder, a citizen of the United States or a resident of the
State of Maryland. The initial Board of Directors shall consist
of one person. Thereafter, the number of directors constituting
the entire board shall never be less than three or the number of
stockholders, whichever is less. At any regular meeting or at any
special meeting called for that purpose, a majority of the entire
Board of Directors may increase or decrease the number of
directors, provided that the number thereof shall never be less
than three or the number of stockholders, whichever is less, nor
more than twelve and further provided that the tenure of office of
a director shall not be affected by any decrease in the number of
directors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the director named in the Articles of
Incorporation and shall hold office until the first meeting of
stockholders or until his or her successor has been elected and
qualified. Thereafter, directors who are elected at a meeting of
stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until
their successors have been elected and qualified. Newly created
directorships and any vacancies in the Board of Directors, other
than vacancies resulting from the removal of directors by the
stockholders, may be filled by the Board of Directors, subject to
the provisions of the Investment Company Act of 1940, as amended.
Newly created directorships filled by the Board of Directors shall
be by action of a majority of the entire Board of Directors then
in office. All vacancies to be filled by the Board of Directors
may be filled by a majority of the remaining members of the Board
of Directors, although such majority is less than a quorum
thereof.
4. MEETINGS.
TIME. Meetings shall be held at such time as the
Board of Directors shall fix, except that the first meeting of a
newly elected Board of Directors shall be held as soon after its
election as the directors conveniently may assemble.
PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
CALL. No call shall be required for regular
meetings for which the time and place have been fixed. Special
meetings may be called by or at the direction of the President or
of a majority of the directors in office.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of
directors or any committee thereof is required to be given under
the provisions of the General Corporation Law or of these by-laws,
a waiver thereof in writing, signed by the director or committee
member entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual
attendance at the meeting shall be deemed equivalent to the giving
of such notice to such director or such committee member.
QUORUM AND ACTION. A majority of the entire Board
of Directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the
directors present, whether or not a quorum is present, may adjourn
a meeting to another time and place. Except as otherwise
specifically provided by the Articles of Incorporation, the
General Corporation Law or these by-laws, the action of a majority
of the directors present at a meeting at which a quorum is present
shall be the action of the Board of Directors.
CHAIRMAN OF THE MEETING. The Chairman of the
Board, if any and if present and acting, or the President or any
other director chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders, who
may elect a successor or successors to fill any resulting vacancy
or vacancies for the unexpired term of the removed director or
directors.
6. COMMITTEES. The Board of Directors may appoint
from among its members an Executive Committee and other committees
composed of one or more directors and may delegate to such
committee or committees, in the intervals between meetings of the
Board of Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs of the
corporation to the extent permitted by law. In the absence of any
member of any such committee, the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint a
member of the Board of Directors to act in the place of such
absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee designated
thereby may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation by
such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall be
elected by the Board of Directors, and may have such other
officers, assistant officers and agents as the Board of Directors
shall authorize from time to time. Any two or more offices,
except those of President and Vice President, may be held by the
same person, but no person shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is
required by law to be executed, acknowledged or verified by two or
more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation Law
is 300 East Lombard Street, c/o The Corporation Trust
Incorporated, Baltimore, Maryland 21202. The name and address of
the resident agent in the State of Maryland prescribed by the
General Corporation Law are: The Corporation Trust Incorporated,
300 East Lombard Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office
in the State of Maryland prescribed by the General Corporation Law
or at the business office or an agency of the corporation, an
original or duplicate stock ledger containing the names and
addresses of all stockholders and the number of shares of each
class held by each stockholder. Such stock ledger may be in
written form or any other form capable of being converted into
written form within a reasonable time for visual inspection.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name
of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall
determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation or any series thereof
shall be fixed, and shall be subject to change, by the Board of
Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested exclusively in the Board of Directors of the
corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the law. The
corporation shall indemnify its officers to the same extent as its
directors and to such further extent as is consistent with law.
The corporation shall indemnify its directors and officers who
while serving as directors or officers also serve at the request
of the corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan to
the same extent as its directors and, in the case of officers, to
such further extent as is consistent with law. The
indemnification and other rights provided by this Article shall
continue as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and
administrators of such a person. This Article shall not protect
any such person against any liability to the corporation or any
stockholder thereof to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct").
2. ADVANCES. Any current or former director or
officer of the corporation seeking indemnification within the
scope of this Article shall be entitled to advances from the
corporation for payment of the reasonable expenses incurred by him
in connection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent
permissible under the General Corporation Law. The person seeking
indemnification shall provide to the corporation a written
affirmation of his good faith belief that the standard of conduct
necessary for indemnification by the corporation has been met and
a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been
met. In addition, at least one of the following additional
conditions shall be met: (a) the person seeking indemnification
shall provide a security in form and amount acceptable to the
corporation for his or her undertaking; (b) the corporation is
insured against losses arising by reason of the advance; or (c) a
majority of a quorum of directors of the corporation who are
neither "interested persons" as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended, nor parties to the
proceeding ("disinterested non-party directors"), or independent
legal counsel, in a written opinion, shall have determined, based
on a review of facts readily available to the corporation at the
time the advance is proposed to be made, that there is reason to
believe that the person seeking indemnification will ultimately be
found to be entitled to indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with
the General Corporation Law, whether the standards required by
this Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or (b)
in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the person to be
indemnified was not liable by reason of disabling conduct by (i)
the vote of a majority of a quorum of disinterested non-party
directors or (ii) an independent legal counsel in a written
opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees
and agents who are not officers or directors of the corporation
may be indemnified, and reasonable expenses may be advanced to
such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make
further provision consistent with law for indemnification and
advance of expenses to directors, officers, employees and agents
by resolution, agreement or otherwise. The indemnification
provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the
General Corporation Law and to the Investment Company Act of 1940
as from time to time amended. No amendment of the by-laws shall
affect any right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
Dated: April 30, 1974
Amended: December 31, 1999
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