as amended 3/09/00
BY-LAWS
OF
LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
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(a Maryland corporation)
(formerly Lord Abbett Cash Reserve Fund, Inc.)
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation in
Maryland shall be in the City of Baltimore, and the name of the resident agent
in charge thereof is the Prentice-Hall Corporation Systems, Maryland.
Section 2. Other Offices. The Corporation may also have an office in
the City and State of New York and offices at such other places as the Board of
Directors may from time to time determine.
ARTICLE II
STOCKHOLDERS MEETINGS
Section 1. Annual Meetings. The Corporation shall not hold an annual
meeting of its stockholders in any fiscal year of the Corporation unless
required in accordance with the following sentence. The Chairman of the Board or
the President shall call an annual meeting of the stockholders when the election
of directors is required to be acted on by the stockholders under the Investment
Company Act of 1940, as amended, and the Chairman of the Board, the President, a
Vice President, the Secretary or any director shall call an annual meeting of
stockholders at the request in writing of a majority of the Board of Directors
or of stockholders holding at least one-quarter of the stock of the Corporation
outstanding and entitled to vote at the meeting. Any annual meeting of the
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stockholders held pursuant to the foregoing sentence shall be held at such time
and at such place, within the City of New York or elsewhere, as may be fixed by
the Chairman of the Board or the President or the Board of Directors or by the
stockholders holding at least one-quarter of the stock of the Corporation
outstanding and entitled to vote, as the case may be, and as may be stated in
the notice setting forth such call, provided that any stockholders requesting
such meeting shall have paid to the Corporation the reasonably estimated cost of
preparing and mailing the notice thereof, which the Secretary shall determine
and specify to such stockholders. Any meeting of stockholders held in accordance
with this Section 1 shall for all purposes constitute the annual meeting of
stockholders for the fiscal year of the Corporation in which the meeting is held
and, without limiting the generality of the foregoing, shall be held for the
purposes of (a) acting on any such matter or matters so required to be acted on
by stockholders under the Investment Company Act of 1940, as amended, and (b)
electing directors to hold the offices of any directors who have held office for
more than one year (or, in the case of directors elected prior to July 1, 1987,
who have held office for more than three years) or who have been elected by the
Board of Directors to fill vacancies which result from any cause, and for
transacting such other business as may properly be brought before the meeting.
Only such business, in addition to that prescribed by law, by the Articles of
Incorporation and by these By-Laws, may be brought before such meeting as may be
specified by resolution of the Board of Directors or by writing filed with the
Secretary of the Corporation and signed by the Chairman of the Board or by the
President or by a majority of the directors or by stockholders holding at least
one-quarter of the stock of the Corporation outstanding and entitled to vote at
the meeting.
Section 2. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be held upon call by the President or by a majority
of the Board of Directors, and shall be called by the President, a Vice
President, the Secretary or any director at the request in writing of a majority
of the Board of Directors or of stockholders holding at least one-quarter of the
stock of the Corporation outstanding and entitled to vote at the meeting, at
such time and at such place where an annual meeting of stockholders could be
held, as may be fixed by the President or the Board of Directors or by the
stockholders holding at least one-quarter of the stock of the Corporation
outstanding and so entitled to vote, as the case may be, and as may be stated in
the notice setting forth such call. Such request shall state the purpose or
purposes of the proposed meeting, and only such purpose or purposes so specified
may properly be brought before such meeting.
Section 3. Notice of Meetings. Written or printed notice of every
annual or special meeting of stockholders, stating the time and place thereof
and the general nature of the business proposed to be transacted at any such
meeting, shall be delivered personally or mailed not less than 10 nor more than
90 days previous thereto to each stockholder of record entitled to vote at the
meeting at his address as the same appears on the books of the Corporation.
Meetings may be held without notice if all of the stockholders entitled to vote
are present or represented at the meeting, or if notice is waived in writing,
either before or after the meeting, by those not present or represented at the
meeting. No notice of an adjourned meeting of the stockholders other than an
announcement of the time and place thereof at the preceding meeting shall be
required.
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Section 4. Quorum. At every meeting of the stockholders the holders of
record of one-third of the outstanding shares of the stock of the Corporation
entitled to vote at the meeting, whether present in person or represented by
proxy, shall, except as otherwise provided by law, constitute a quorum. If at
any meeting there shall be no quorum, the holders of record of a majority of
such shares entitled to vote at the meeting so present or represented may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall have been obtained, at which time any business
may be transacted which might have been transacted at the meeting as originally
called.
Section 5. Voting. All elections shall be had and all questions decided
by a majority of the votes cast, without regard to Class, at a duly constituted
meeting, except as otherwise provided by law or by the Articles of Incorporation
or by these By-laws and except that with respect to a question as to which the
holders of Shares of any Class or Classes are entitled or required to vote as a
Separate Class or a Combined Class, as the case may be, such question shall be
decided as to such Separate Class or such Combined Class, as the case may be, by
a majority of the votes cast by Shares of such Separate Class or such Combined
Class, as the case may be.
With respect to all Shares having voting rights (a) a shareholder may
vote the shares owned of record by him either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact, provided
that no proxy shall be valid after eleven months from its date unless otherwise
provided in the proxy and (b) in all elections for directors every shareholder
shall have the right to vote, in person or by proxy, the Shares owned of record
by him, for as many persons as there are directors to be elected and for whose
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election be has a right to vote. Any shareholder may give authorization by
telephone, facsimile, or the internet for another person to execute his or her
proxy. Unless otherwise specifically limited by their terms, proxies shall
entitle the holder thereof to vote at any adjournment of a meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The property, affairs and business of the
Corporation shall be managed by the Board of Directors, provided, however, that
the Board of Directors may authorize the Corporation to enter into an agreement
or agreements with any person, corporation, association, partnership or other
organization, subject to the Board's supervision and control, for the purpose of
providing managerial, investment advisory and related services to the
Corporation which may include management or supervision of the investment
portfolio of the Corporation.
Section 2. Number, Class, Quorum, Election, Term of Office and
Qualifications. The Board of Directors of the Corporation shall consist of not
less than three or more than fifteen persons, none of whom need be stockholders
of the Corporation. The number of directors (within the above limits) shall be
determined by the Board of Directors from time to time, as it sees fit, by vote
of a majority of the whole Board. Directors elected prior to July 1, 1987, shall
be divided into three classes, each to hold office for a term of three years;
directors elected thereafter shall consist of one class only. The directors
shall be elected at each annual meeting of stockholders and, whether or not
elected for a specific term, shall hold office, unless sooner removed, until
their respective successors are elected and qualify.
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One-third of the whole Board, but in no event less than two, shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board there shall be less than a quorum present, a majority of the directors
present may adjourn the meeting from time to time until a quorum shall have been
obtained, when any business may be transacted which might have been transacted
at the meeting as originally convened. No notice of an adjourned meeting of the
directors other than an announcement of the time and place thereof at the
preceding meeting shall be required. The acts of the majority of the directors
present at any meeting at which there is a quorum shall be the acts of the
Board, except as otherwise provided by law, by the Articles of Incorporation or
by these By-Laws.
Section 3. Vacancies. The Board of Directors, by vote of a majority of
the whole Board, may elect directors to fill vacancies in the Board resulting
from an increase in the number of directors or from any other cause. Directors
so chosen shall hold office until their respective successors are elected and
qualify, unless sooner displaced pursuant to law or these By-Laws.
The stockholders, at any meeting called for the purpose, may, with or
without cause, remove any director by the affirmative vote of the holders of a
majority of the votes entitled to be cast, and at any meeting called for the
purpose may fill the vacancy in the Board thus caused.
Section 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place, within or without the State of Maryland,
as may from time to time be fixed by Resolution of the Board or as may be
specified in the notice of any meeting. No notice of regular meetings of the
Board shall be required.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called from time to time by the President, any Vice President or any two
directors. Each special meeting of the Board shall be held at such place, either
within or outside the State of Maryland, as shall be designated in the notice of
such meeting. Notice of each such meeting shall be mailed to each director, at
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his residence or usual place of business, at least two days before the day of
the meeting, or shall be directed to him at such place by telegraph or cable, or
be delivered to him personally not later than the day before the day of the
meeting. Every such notice shall state the time and place of the meeting but
need not state the purposes thereof, except as otherwise expressly provided in
these By-Laws or by statute.
Section 6. Telephonic Conference Meetings. Any meeting of the Board or
any committee thereof may be held by conference telephone, regardless where each
director may be located at the time, by means of which all persons participating
in the meeting can hear each other, and participation in such meeting in such
manner shall constitute presence in person at such meeting.
Section 7. Fees and Expenses. The directors shall receive such fees and
expenses for services to the Corporation as may be fixed by the Board of
Directors, subject however, to such limitations as may be provided in the
Articles of Incorporation. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent or otherwise and receiving compensation therefor.
Section 8. Transactions with Directors. Except as otherwise provided by
law or in the Articles of Incorporation, a director of the Corporation shall not
in the absence of fraud be disqualified from office by dealing or contracting
with the Corporation either as a vendor, purchaser or otherwise, nor in the
absence of fraud shall any transaction or contract of the Corporation be void or
voidable or affected by reason of the fact that any director, or any firm of
which any director is a member, or any corporation of which any director is an
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officer, director or stockholder, is in any way interested in such transaction
or contract; provided that at the meeting of the Board of Directors, at which
said contract or transaction is authorized or confirmed, the existence of an
interest of such director, firm or corporation is disclosed or made known and
there shall be present a quorum of the Board of Directors a majority of which,
consisting of directors not so interested, shall approve such contract or
transaction. Nor shall any director be liable to account to the Corporation for
any profit realized by him from or through any such transaction or contract of
the Corporation ratified or approved as aforesaid, by reason of the fact that he
or any firm of which he is a member, or any corporation of which he is an
officer, director, or stockholder, was interested in such transaction or
contract. Directors so interested may be counted when present at meetings of the
Board of Directors for the purpose of determining the existence of a quorum. Any
contract, transaction or act of the Corporation or of the Board of Directors
(whether or not approved or ratified as hereinabove provided) which shall be
ratified by a majority of the votes cast at any annual or special meeting at
which a quorum is present called for such purpose, or approved in writing by a
majority in interest of the stockholders having voting power without a meeting,
shall except as otherwise provided by law, be valid and as binding as though
ratified by every stockholder of the Corporation.
Section 9. Committees. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees each
such committee to consist of two or more directors of the Corporation, which, to
the extent permitted by law and provided in said resolution, shall have and may
exercise the powers of the Board over the business and affairs of the
Corporation, and may have power to authorize the seal of the Corporation to be
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affixed to all papers which may require it. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors. A majority of the members of any such
committee may determine its action and fix the time and place of its meetings,
unless the Board of Directors shall otherwise provide. The Board of Directors
shall have power at any time to change the membership of, to fill vacancies in,
or to dissolve any such committee.
Section 10. Written Consents. Any action required or permitted to be
taken at any meeting of the Board of Directors or by any committee thereof may
be taken without a meeting, if a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and such written
consent is filed with the minutes or proceedings of the Board or committee.
Section 11. Waiver of Notice. Whenever under the provisions of these
By-Laws, or of the Articles of Incorporation, or of any of the laws of the State
of Maryland, or other applicable statute, the Board of Directors is authorized
to hold any meeting or take any action after notice or after the lapse of any
prescribed period of time, a waiver thereof, in writing, signed by the person or
persons entitled to such notice or lapse of time, whether before or after the
time of meeting or action stated herein, shall be deemed equivalent thereto. The
presence at any meeting of a person or persons entitled to notice thereof shall
be deemed a waiver of such notice as to such person or persons.
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ARTICLE IV
OFFICERS
Section 1. Number and Designation. The Board of Directors shall each
year appoint from among their members a Chairman and a President of the
Corporation, and shall appoint one or more Vice Presidents, a Secretary and a
Treasurer and, from time to time, any other officers and agents as it may deem
proper. Any two of the above-mentioned offices, except those of the President
and a Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument be required by law or by these By-Laws to be executed, acknowledged
or verified by any two or more officers.
Section 2. Term of Office. The term of office of all officers shall be
one year or until their respective successors are chosen; but any officer or
agent chosen or appointed by the Board of Directors may be removed, with or
without cause, at any time, by the affirmative vote of a majority of the members
of the Board then in office.
Section 3. Duties. Subject to such limitations as the Board of
Directors may from time to time prescribe, the officers of the Corporation shall
each have such powers and duties as generally appertain to their respective
offices, as well as such powers and duties as from time to time may be conferred
by the Board of Directors.
ARTICLE V
CERTIFICATE OF STOCK
Section 1. Form and Issuance. Each stockholder of the Corporation shall
be entitled upon request, to a certificate or certificates, in such form as the
Board of Directors may from time to time prescribe, which shall represent and
certify the number of shares of stock of the Corporation owned by such
stockholder. The certificates for shares of stock of the Corporation shall bear
the signature, either manual or facsimile, of the President or a Vice President
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and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, and shall be sealed with the seal of the Corporation or bear a
facsimile of such seal. The validity of any stock certificate shall not be
affected if any officer whose signature appears thereon ceases to be an officer
of the Corporation before such certificate is issued.
Section 2. Transfer of Stock. The shares of stock of the Corporation
shall be transferable on the books of the Corporation by the holder thereof in
person or by a duly authorized attorney, upon surrender for cancellation of a
certificate or certificates for a like number of shares, with a duly executed
assignment and power of transfer endorsed thereon or attached thereto, or, if no
certificate has been issued to the holder in respect of shares of stock of the
Corporation, upon receipt of written instructions, signed by such holder, to
transfer such shares from the account maintained in the name of such holder by
the Corporation or its agent. Such proof of the authenticity of the signatures
as the Corporation or its agent may reasonably require shall be provided.
Section 3. Lost, Stolen, Destroyed and Mutilated Certificates. The
holder of any stock of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of any certificate therefor, and
the Board of Directors may, in its discretion, cause to be issued to him a new
certificate or certificates of stock, upon the surrender of the mutilated
certificate or in case of loss, theft or destruction of the certificate upon
satisfactory proof of such loss, theft, or destruction; and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give to the Corporation
and to such registrar or transfer agent as may be authorized or required to
countersign such new certificate or certificates a bond, in such sum as they may
direct, and with such surety or sureties, as they may direct, as indemnity
against any claim that may be made against them or any of them on account of or
in connection with the alleged loss, theft, or destruction of any such
certificates.
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Section 4. Record Date. 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 particular
action requiring such determination of stockholders is to be 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, in any case, 20
days prior to the date of any meeting of stockholders or the date for payment of
any dividend or the allotment of rights. 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 determination of stockholders, 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
notice of the meeting is mailed or the day 30 days before the meeting, whichever
is closer date to the meeting, and 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 90 days after
the date of the adoption of such resolution.
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ARTICLE VI
CORPORATE BOOKS
The books of the Corporation, except the original or a duplicate stock
ledger, may be kept outside the State of Maryland at such place or places as at
the Board of Directors may from time to time determine. The original or
duplicate stock ledger shall be maintained at the office of the Corporation's
transfer agent.
ARTICLE VII
SIGNATURES
Except as otherwise provided in these By-Laws or as the Board of
Directors may generally or in particular cases authorize the execution thereof
in some other manner, all deeds, leases, transfers, contracts, bonds, notes,
checks, drafts and other obligations made, accepted or endorsed by the
Corporation and all endorsements, assignments, transfers, stock powers or other
instruments of transfer of securities owned by or standing in the name of the
Corporation shall be signed or executed by two officers of the Corporation, who
shall be the President or a Vice President and a Vice President, the Secretary
or the Treasurer.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be established by resolution
of the Board of Directors of the Corporation.
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ARTICLE IX
CORPORATE SEAL
The corporate seal of the Corporation shall consist of a flat faced
circular die with the word "Maryland" together with the name of the Corporation,
the year of its organization, and such other appropriate legend as the Board of
Directors may from time to time determine, cut or engrave thereon. In lieu of
the corporate seal, when so authorized by the Board of Directors or a duly
empowered committee thereof, a facsimile thereof may be impressed or affixed or
reproduced.
ARTICLE X
INDEMNIFICATION
As part of the consideration for agreeing to serve and serving as a
director of the Corporation, each director of the Corporation shall be
indemnified by the Corporation against every judgment, penalty, fine,
settlement, and reasonable expense (including attorneys' fees) actually incurred
by the director in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, in
which the director was, is, or is threatened to be made a named defendant or
respondent (or otherwise becomes a party) by reason of such director's service
in that capacity or status as such, and the amount of every such judgement,
penalty, fine, settlement and reasonable expense so incurred by the director
shall be paid by the Corporation or, if paid by the director, reimbursed to the
director by the Corporation, subject only to the conditions and limitations
imposed by the applicable provisions of Section 2-418 of the Corporations and
Associations Article of the Annotated Code of the State of Maryland and by the
provisions of Section 17(h) of the United States Investment Company Act of 1940
as interpreted and as required to be implemented by Securities and Exchange
Commission Release No. IC-11330 of September 4, 1980. The foregoing shall not
limit the authority of the Corporation to indemnify any of its officers,
employees or agents to the extent consistent with applicable law.
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ARTICLE XI
AMENDMENTS
All By-Laws of the Corporation shall be subject to alteration,
amendment, or repeal, and new By-Laws not inconsistent with any provision of the
Articles of Incorporation of the Corporation may be made, either by the
affirmative vote of the holders of record of a majority of the outstanding stock
of the Corporation entitled to vote in respect thereof, given at an annual
meeting or at any special meeting, provided notice of the proposed alteration,
amendment, or repeal of the proposed new By-Laws is included in or accompanies
the notice of such meeting, or by the affirmative vote of a majority of the
whole Board of Directors given at a regular or special meeting of the Board of
Directors, provided that the notice of any such special meeting indicates that
the By-Laws are to be altered, amended, repealed, or that new By-Laws are to be
adopted.
