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SIGNATURE STEVE KEANE
TITLE GENERAL COUNSEL
Exhibit 77Q(i)
FEDERATED STOCK TRUST
AMENDED & RESTATED BY-LAWS
dated December 16, 1997
TABLE OF CONTENTS
Page
ARTICLE I: OFFICERS AND THEIR ELECTION 1
Section 1 Officers 1
Section 2 Election of Officers 1
Section 3 Resignations and Removals and Vacancies 1
ARTICLE II: POWERS AND DUTIES OF TRUSTEES AND OFFICERS 1
Section 1 Trustees 1
Section 2 Chairman of the Trustees ("Chairman") 1
Section 3 President 1
Section 4 Vice President 2
Section 5 Secretary . 2
Section 6 Treasurer 2
Section 7 Assistant Vice President 2
Section 8 Assistant Secretaries and Assistant Treasurers 2
Section 9 Salaries 2
ARTICLE III: POWERS AND DUTIES OF THE EXECUTIVE AND OTHER COMMITTEES 3
Section 1 Executive and Other Committees 3
Section 2 Vacancies in Executive Committee 3
Section 3 Executive Committee to Report to Trustees 3
Section 4 Procedure of Executive Committee 3
Section 5 Powers of Executive Committee 3
Section 6 Compensation 3
Section 7 Action by Consent of the Board of Trustees, Executive
Committee or Other Committee 3
ARTICLE IV: SHAREHOLDERS' MEETINGS 4
Section 1 Special Meetings 4
Section 2 Notices 4
Section 3 Place of Meeting 4
Section 4 Action by Consent 4
Section 5 Proxies 4
Page
ARTICLE V: TRUSTEES'MEETINGS 4
Section 1 Number and Qualifications of Trustees 4
Section 2 Special Meetings 5
Section 3 Regular Meetings 5
Section 4 Quorum and Vote 5
Section 5 Notices 5
Section 6 Place of Meeting 5
Section 7 Teleconference Meetings; Action by Consent 5
Section 8 Special Action 5
Section 9 Compensation of Trustees 6
ARTICLE VI: SHARES 6
Section 1 Certificates 6
Section 2 Transfer of Shares 6
Section 3 Equitable Interest Not Recognized 6
Section 4 Lost, Destroyed or Mutilated Certificates 6
Section 5 Transfer Agent and Registrar: Regulations 7
ARTICLE VII: INSPECTION OF BOOKS 7
ARTICLE VIII: AGREEMENTS, CHECKS, DRAFTS,
ENDORSEMENTS, ETC 7
Section 1 Agreements, Etc 7
Section 2 Checks, Drafts, Etc 7
Section 3 Endorsements, Assignments and Transfer of Securities 7
Section 4 Evidence of Authority 8
ARTICLE IX: INDEMNIFICATION OF TRUSTEES AND OFFICERS 8
Section 1 General 8
Section 2 Compromise Payment 8
Section 3 Indemnification Not Exclusive; Definitions 8
ARTICLE X: SEAL 9
ARTICLE XI: FISCAL YEAR 9
ARTICLE XII: AMENDMENTS 9
ARTICLE XIII: WAIVERS OF NOTICE 9
ARTICLE XIV: REPORT TO SHAREHOLDERS 9
ARTICLE XV: BOOKS AND RECORDS 10
ARTICLE XVI: TERMS 10
FEDERATED STOCK TRUST
AMENDED & RESTATED BY-LAWS
dated December 16, 1997
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be elected
by the Board of Trustees, and shall be a President, one or more Vice
Presidents, a Treasurer, a Secretary and such other officers as the
Trustees may from time to time elect. The Board of Trustees, in its
discretion, may also elect a Chairman of the Board of Trustees (who must
be a Trustee). It shall not be necessary for any Trustee or other
officer to be a holder of shares in any Series or Class of the Trust.
Section 2. Election of Officers. The President, Vice
President(s), Treasurer and Secretary shall be elected annually by the
Trustees, and serve until a successor is so elected and qualified, or
until earlier resignation or removal. The Chairman of the Trustees,if
there is one, shall be elected annually by and from the Trustees, and
serve until a successor is so elected and qualified, or until earlier
resignation or removal.
Two or more offices may be held by a single person except the
offices of President and Secretary. The officers shall hold office
until their successors are elected and qualified.
Section 3. Resignations and Removals and Vacancies. Any officer
of the Trust may resign by filing a written resignation with the
President (or Chairman, if there is one) of the Trustees or with the
Trustees or with the Secretary, which shall take effect on being so
filed or at such time as may be therein specified. The Trustees may
remove any officer, with or without cause, by a majority vote of all of
the Trustees. The Trustees may fill any vacancy created in any office
whether by resignation, removal or otherwise, subject to the limitations
of the Investment Company Act of 1940.
ARTICLE II
POWERS AND DUTIES OF TRUSTEES AND OFFICERS
Section 1. Trustees. The business and affairs of the Trust shall
be managed by the Trustees, and they shall have all powers necessary and
desirable to carry out that responsibility.
Section 2. Chairman of the Trustees ("Chairman"). The Chairman,
if there be a Chairman, shall preside at the meetings of Shareholders
and of the Board of Trustees. He shall have general supervision over
the business of the Trust and policies of the Trust. He shall employ
and define the duties of all employees of the Trust, shall have power to
discharge any such employees, shall exercise general supervision over
the affairs of the Trust and shall perform such other duties as may be
assigned to him from time to time by the Trustees. The Chairman shall
appoint a Trustee or officer to preside at such meetings in his absence.
Section 3. President. The President shall be the chief executive
officer of the Trust. The President, in the absence of the Chairman, or
if there is no Chairman, shall perform all duties and may exercise any
of the powers of the Chairman subject to the control of the Trustees.
He shall counsel and advise the Chairman and shall perform such other
duties as may be assigned to him from time to time by the Trustees, the
Chairman or the Executive Committee. The President shall have the power
to appoint one or more Assistant Secretaries or other junior officers,
subject to ratification of such appointments by the Board. The
President shall have the power to sign, in the name of and on behalf of
the Trust, powers of attorney, proxies, waivers of notice of meeting,
consents and other instruments relating to securities or other property
owned by the Trust, and may, in the name of and on behalf of the Trust,
take all such action as the President may deem advisable in entering
into agreements to purchase securities or other property in the ordinary
course of business, and to sign representation letters in the course of
buying securities or other property.
Section 4. Vice President. The Vice President (or if more than
one, the senior Vice President) in the absence of the President shall
perform all duties and may exercise any of the powers of the President
subject to the control of the Trustees. Each Vice President shall
perform such other duties as may be assigned to him from time to time by
the Trustees, the Chairman, the President, or the Executive Committee.
Each Vice President shall be authorized to sign documents on behalf of
the Trust. The Vice President shall have the power to sign, in the name
of and on behalf of the Trust and subject to Article VIII, Section 1,
powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities or other property owned by the
Trust, and may, in the name of and on behalf of the Trust, take all such
action as the Vice President may deem advisable in entering into
agreements to purchase securities or other property in the ordinary
course of business, and to sign representation letters in the course of
buying securities or other property.
Section 5. Secretary. The Secretary shall keep or cause to be
kept in books provided for that purpose the Minutes of the Meetings of
Shareholders and of the Trustees; shall see that all Notices are duly
given in accordance with the provisions of these By-Laws and as required
by law; shall be custodian of the records and of the Seal of the Trust
(if there be a Seal) and see that the Seal is affixed to all documents,
the execution of which on behalf of the Trust under its Seal is duly
authorized; shall keep directly or through a transfer agent a register
of the post office address of each shareholder of each Series or Class
of the Trust, and make all proper changes in such register, retaining
and filing his authority for such entries; shall see that the books,
reports, statements, certificates and all other documents and records
required by law are properly kept and filed; and in general shall
perform all duties incident to the Office of Secretary and such other
duties as may from time to time be assigned to him by the Trustees,
Chairman, the President, or the Executive Committee.
Section 6. Treasurer. The Treasurer shall be the principal
financial and accounting officer of the Trust responsible for the
preparation and maintenance of the financial books and records of the
Trust. He shall deliver all funds and securities belonging to any
Series or Class to such custodian or sub-custodian as may be employed by
the Trust for any Series or Class. The Treasurer shall perform such
duties additional to the foregoing as the Trustees, Chairman, the
President or the Executive Committee may from time to time designate.
Section 7. Assistant Vice President. The Assistant Vice
President or Vice Presidents of the Trust shall have such authority and
perform such duties as may be assigned to them by the Trustees, the
Executive Committee, the President, or the Chairman.
Section 8. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretary or Secretaries and the Assistant Treasurer or
Treasurers shall perform the duties of the Secretary and of the
Treasurer, respectively, in the absence of those Officers and shall have
such further powers and perform such other duties as may be assigned to
them respectively by the Trustees or the Executive Committee, the
President, or the Chairman.
Section 9. Salaries. The salaries of the Officers shall be fixed
from time to time by the Trustees. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a Trustee.
ARTICLE III
POWERS AND DUTIES OF THE EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committees. The Trustees may
elect from their own number an Executive Committee to consist of not
less than two members. The Executive Committee shall be elected by a
resolution passed by a vote of at least a majority of the Trustees then
in office. The Trustees may also elect from their own number other
committees from time to time, the number composing such committees and
the powers conferred upon the same to be determined by vote of the
Trustees. Any committee may make rules for the conduct of its business.
Section 2. Vacancies in Executive Committee. Vacancies occurring
in the Executive Committee from any cause shall be filled by the
Trustees by a resolution passed by the vote of at least a majority of
the Trustees then in office.
Section 3. Executive Committee to Report to Trustees. All action
by the Executive Committee shall be reported to the Trustees at their
meeting next succeeding such action.
Section 4. Procedure of Executive Committee. The Executive
Committee shall fix its own rules of procedure not inconsistent with
these By-Laws or with any directions of the Trustees. It shall meet at
such times and places and upon such notice as shall be provided by such
rules or by resolution of the Trustees. The presence of a majority
shall constitute a quorum for the transaction of business, and in every
case an affirmative vote of a majority of all the members of the
Committee present shall be necessary for the taking of any action.
Section 5. Powers of Executive Committee. During the intervals
between the Meetings of the Trustees, the Executive Committee, except as
limited by the By-Laws of the Trust or by specific directions of the
Trustees, shall possess and may exercise all the powers of the Trustees
in the management and direction of the business and conduct of the
affairs of the Trust in such manner as the Executive Committee shall
deem to be in the best interests of the Trust, and shall have power to
authorize the Seal of the Trust (if there is one) to be affixed to all
instruments and documents requiring same. Notwithstanding the
foregoing, the Executive Committee shall not have the power to elect or
remove Trustees, increase or decrease the number of Trustees, elect or
remove any Officer, declare dividends, issue shares or recommend to
shareholders any action requiring shareholder approval.
Section 6. Compensation. The members of any duly appointed
committee shall receive such compensation and/or fees as from time to
time may be fixed by the Trustees.
Section 7. Action by Consent of the Board of Trustees, Executive
Committee or Other Committee. Subject to Article V, Section 2 of these
By-Laws, any action required or permitted to be taken at any meeting of
the Trustees, Executive Committee or any other duly appointed Committee
may be taken without a meeting if consents in writing setting forth such
action are signed by all members of the Board or such committee and such
consents are filed with the records of the Trust. In the event of the
death, removal, resignation or incapacity of any Board or committee
member prior to that Trustee signing such consent, the remaining Board
or committee members may re-constitute themselves as the entire Board or
committee until such time as the vacancy is filled in order to fulfill
the requirement that such consents be signed by all members of the Board
or committee.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Special Meetings. A special meeting of the
shareholders of the Trust or of a particular Series or Class shall be
called by the Secretary whenever ordered by the Trustees, the Chairman
or requested in writing by the holder or holders of at least one-tenth
of the outstanding shares of the Trust or of the relevant Series or
Class, entitled to vote. If the Secretary, when so ordered or
requested, refuses or neglects for more than two days to call such
special meeting, the Trustees, Chairman or the shareholders so
requesting may, in the name of the Secretary, call the meeting by giving
notice thereof in the manner required when notice is given by the
Secretary.
Section 2. Notices. Except as above provided, notices of any
special meeting of the shareholders of the Trust or a particular Series
or Class, shall be given by the Secretary by delivering or mailing,
postage prepaid, to each shareholder entitled to vote at said meeting, a
written or printed notification of such meeting, at least seven business
days before the meeting, to such address as may be registered with the
Trust by the shareholder. No notice of any meeting to shareholders need
be given to a shareholder if a written waiver of notice, executed before
or after the meeting by such shareholder or his or her attorney that is
duly authorized, is filed with the records of the meeting. Notice may
be waived as provided in Article XIII of these By-Laws.
Section 3. Place of Meeting. Meetings of the shareholders of the
Trust or a particular Series or Class, shall be held at the principal
place of business of the Trust in Pittsburgh, Pennsylvania, or at such
place within or without The Commonwealth of Massachusetts as fixed from
time to time by resolution of the Trustees.
Section 4. Action by Consent. Any action required or permitted
to be taken at any meeting of shareholders may be taken without a
meeting, if a consent in writing, setting forth such action, is signed
by a majority of the shareholders entitled to vote on the subject
matter thereof, and such consent is filed with the records of the Trust.
Section 5. Proxies. Any shareholder entitled to vote at any
meeting of shareholders may vote either in person, by telephone, by
electronic means including facsimile, or by proxy. Every written proxy
shall be subscribed by the shareholder or his duly authorized attorney
and dated, but need not be sealed, witnessed or acknowledged. All
proxies shall be filed with and verified by the Secretary or an
Assistant Secretary of the Trust or, the person acting as Secretary of
the Meeting.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. Number and Qualifications of Trustees. The number of
Trustees can be changed from time to time by a majority of the Trustees
to not less than three nor more than twenty. The term of office of a
Trustee shall not be affected by any decrease in the number of Trustees
made by the Trustees pursuant to the foregoing authorization. Each
Trustee shall hold office for the life of the Trust, or as otherwise
provided in the Declaration of Trust.
Section 2. Special Meetings. Special meetings of the Trustees
shall be called by the Secretary at the written request of the Chairman,
the President, or any Trustee, and if the Secretary when so requested
refuses or fails for more than twenty-four hours to call such meeting,
the Chairman, the President, or such Trustee may in the name of the
Secretary call such meeting by giving due notice in the manner required
when notice is given by the Secretary.
Section 3. Regular Meetings. Regular meetings of the Trustees
may be held without call or notice at such places and at such times as
the Trustees may from time to time determine, provided that any Trustee
who is absent when such determination is made shall be given notice of
the determination.
Section 4. Quorum and Vote. A majority of the Trustees shall
constitute a quorum for the transaction of business. The act of a
majority of the Trustees present at any meeting at which a quorum is
present shall be the act of the Trustees unless a greater proportion is
required by the Declaration of Trust or these By-Laws or applicable law.
In the absence of a quorum, a majority of the Trustees present may
adjourn the meeting from time to time until a quorum shall be present.
Notice of any adjourned meeting need not be given.
Section 5. Notices. The Secretary or any Assistant Secretary
shall give, at least two days before the meeting, notice of each meeting
of the Board of Trustees, whether Annual, Regular or Special, to each
member of the Board by mail, telegram, telephone or electronic facsimile
to his last known address. It shall not be necessary to state the
purpose or business to be transacted in the notice of any meeting unless
otherwise required by law. Personal attendance at any meeting by a
Trustee other than to protest the validity of said meeting shall
constitute a waiver of the foregoing requirement of notice. In
addition, notice of a meeting need not be given if a written waiver of
notice executed by such Trustee before or after the meeting is filed
with the records of the meeting.
Section 6. Place of Meeting. Meetings of the Trustees shall be
held at the principal place of business of the Trust in Pittsburgh,
Pennsylvania, or at such place within or without The Commonwealth of
Massachusetts as fixed from time to time by resolution of the Trustees,
or as the person or persons requesting said meeting to be called may
designate, but any meeting may adjourn to any other place.
Section 7. Teleconference Meetings; Action by Consent. Except as
otherwise provided herein or from time to time in the 1940 Act or in the
Declaration of Trust, any action to be taken by the Trustees may be
taken by a majority of the Trustees within or without Massachusetts,
including any meeting held by means of a conference telephone or other
communications equipment by means of which all persons participating in
the meeting can communicate with each other simultaneously, and
participation by such means shall constitute presence in person at a
meeting. Any action by the Trustees may be taken without a meeting if a
written consent thereto is signed by all the Trustees and filed with the
records of the Trustees' meetings. Such consent shall be treated as a
vote of the Trustees for all purposes.Written consents may be executed
in counterparts, which when taken together, constitute a validly
executed consent of the Trustees.
Section 8. Special Action. When all the Trustees shall be
present at any meeting, however called, or whenever held, or shall
assent to the holding of the meeting without notice, or after the
meeting shall sign a written assent thereto on the record of such
meeting, the acts of such meeting shall be valid as if such meeting had
been regularly held.
Section 9. Compensation of Trustees. The Trustees may receive a
stated salary for their services as Trustees, and by resolution of
Trustees a fixed fee and expenses of attendance may be allowed for
attendance at each Meeting. Nothing herein contained shall be construed
to preclude any Trustee from serving the Trust in any other capacity, as
an officer, agent or otherwise, and receiving compensation therefor.
ARTICLE VI
SHARES
Section 1. Certificates. If certificates for shares are issued,
all certificates for shares shall be signed by the Chairman, President
or any Vice President and by the Treasurer or Secretary or any Assistant
Treasurer or Assistant Secretary and sealed with the seal of the Trust,
if the Trust has a seal. The signatures may be either manual or
facsimile signatures and the seal, if there is one, may be either
facsimile or any other form of seal. Certificates for shares for which
the Trust has appointed an independent Transfer Agent and Registrar
shall not be valid unless countersigned by such Transfer Agent and
registered by such Registrar. In case any officer who has signed any
certificate ceases to be an officer of the Trust before the certificate
is issued, the certificate may nevertheless be issued by the Trust with
the same effect as if the officer had not ceased to be such officer as
of the date of its issuance. Share certificates of each Series or Class
shall be in such form not inconsistent with law or the Declaration of
Trust or these By-Laws as may be determined by the Trustees.
Section 2. Transfer of Shares. The shares of each Series and
Class of the Trust shall be transferable, so as to affect the rights of
the Trust or any Series or Class, only by transfer recorded on the books
of the Trust or its transfer agent, in person or by attorney.
Section 3. Equitable Interest Not Recognized. The Trust shall be
entitled to treat the holder of record of any share or shares of a
Series or Class as the absolute owner thereof and shall not be bound to
recognize any equitable or other claim or interest in such share or
shares of a Series or Class on the part of any other person except as
may be otherwise expressly provided by law.
Section 4. Lost, Destroyed or Mutilated Certificates. In case
any certificate for shares is lost, mutilated or destroyed, the Trustees
may issue a new certificate in place thereof upon indemnity to the
relevant Series or Class against loss and upon such other terms and
conditions as the Trustees may deem advisable.
Section 5. Transfer Agent and Registrar: Regulations. The
Trustees shall have power and authority to make all such rules and
regulations as they may deem expedient concerning the issuance, transfer
and registration of certificates for shares and may appoint a Transfer
Agent and/or Registrar of certificates for shares of each Series or
Class, and may require all such share certificates to bear the signature
of such Transfer Agent and/or of such Registrar.
ARTICLE VII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust maintained on behalf of
each Series and Class or any of them shall be open to the inspection of
the shareholders of any Series or Class; and no shareholder shall have
any right of inspecting any account or book or document of the Trust
except that, to the extent such account or book or document relates to
the Series or Class in which he is a Shareholder or the Trust generally,
such Shareholder shall have such right of inspection as conferred by
laws or authorized by the Trustees or by resolution of the Shareholders
of the relevant Series or Class.
ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. Agreements, Etc. The Trustees or the Executive
Committee may authorize any Officer or Agent of the Trust to enter into
any Agreement or execute and deliver any instrument in the name of the
Trust on behalf of any Series or Class, and such authority may be
general or confined to specific instances; and, unless so authorized by
the Trustees or by the Executive Committee or by the Declaration of
Trust or these By-Laws, no Officer, Agent or Employee shall have any
power or authority to bind the Trust by any Agreement or engagement or
to pledge its credit or to render it liable pecuniarily for any purpose
or for any amount.
Section 2. Checks, Drafts, Etc. All checks, drafts, or orders
for the payment of money, notes and other evidences of indebtedness
shall be signed by such Officers, Employees, or Agents, as shall from
time to time be designated by the Trustees or the Executive Committee,
or as may be specified in or pursuant to the agreement between the Trust
on behalf of any Series or Class and the custodian appointed, pursuant
to the provisions of the Declaration of Trust.
Section 3. Endorsements, Assignments and Transfer of Securities.
All endorsements, assignments, stock powers, other instruments of
transfer or directions for the transfer of portfolio securities or other
property, whether or not registered in nominee form, shall be made by
such Officers, Employees, or Agents as may be authorized by the Trustees
or the Executive Committee.
Section 4. Evidence of Authority. Anyone dealing with the Trust
shall be fully justified in relying on a copy of a resolution of the
Trustees or of any committee thereof empowered to act in the premises
which is certified as true by the Secretary or an Assistant Secretary
under the seal of the Trust.
ARTICLE IX
INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 1. General. The Trust shall indemnify each of its
Trustees and officers (including persons who serve at the Trust's
request as directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a "Covered Person") against all
liabilities and expenses, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and
counsel fees reasonably incurred by any Covered Person in connection
with the defense or disposition of any action, suit or other proceeding,
whether civil, criminal, administrative, or investigative, and any
appeal therefrom, before any court or administrative or legislative
body, in which such Covered Person may be or may have been involved as a
party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having
been such a Covered Person, except that no Covered Person shall be
indemnified against any liability to the Trust or its Shareholders to
which such Covered 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 such Covered Person's office.
Expenses, including counsel fees so incurred by any such Covered
Person (but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalities), may be paid from time to time by
the Trust in advance of the final disposition of any such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
Covered Person to repay amounts so paid to the Trust if it is ultimately
determined that indemnification of such expenses is not authorized under
this Article, provided that (a) such Covered Person shall provide
security for his undertaking, (b) the Trust shall be insured against
losses arising by reason of such Covered Person's failure to fulfill his
undertaking or (c) a majority of the non-party Trustees who are not
interested persons of the Trust (provided that a majority of such
Trustees then in office act on the matter), or independent legal counsel
in a written opinion, shall determine, based on a review of readily
available facts (but not a full trial-type inquiry), that there is
reason to believe such Covered Person ultimately will be entitled to
indemnification.
Section 2. Compromise Payment. As to any matter disposed of
(whether by a compromise payment, pursuant to a consent decree or
otherwise) without an adjudication in a decision on the merits by a
court, or by any other body before which the proceeding was brought,
that such Covered Person is liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's
office, indemnification shall be provided if (a) approved as in the best
interest of the Trust, after notice that it involves such
indemnification, by at least a majority of non-party Trustees who are
not interested persons of the Trust (provided that a majority of such
Trustees then in office act on the matter), upon a determination, based
upon a review of readily available facts (but not a full trial-type
inquiry) that such Covered Person is not liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of such Covered Person's office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a review of
readily available facts (but not a full trial-type inquiry) to the
effect that such indemnification would not protect such Covered Person
against any liability to the Trust to which such Covered 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.
Any approval pursuant to this Section shall not prevent the
recovery from any Covered Person of any amount paid to such Covered
Person in accordance with this Section as indemnification if such
Covered Person is subsequently adjudicated by a court of competent
jurisdiction to have been liabile to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's
office.
Section 3. Indemnification Not Exclusive; Definitions. The right
of indemnification hereby provided shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As
used in this Article IX, the term "Covered Person" shall include such
person's heirs, executors and administrators. For purposes of this
Article IX, the term "non-party Trustee" is a Trustee against whom none
of the actions, suits or other proceedings in question or another
action, suit or other proceeding on the same or similar grounds is then
or has been pending. Nothing contained in this Article IX shall affect
any rights to indemnification to which personnel of the Trust, other
than Trustees and officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to purchase
and maintain liability insurance on behalf of such persons.
ARTICLE X
SEAL
The seal of the Trust, if there is one, shall consist either of a
flat-faced die with the word "Massachusetts", together with the name of
the Trust and the year of its organization cut or engraved thereon, or
any other indication that the Trust has a seal that has been approved by
the Trustees, but, unless otherwise required by the Trustees, the seal
shall not be necessary to be placed on, and its absence shall not impair
the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Trust and each Series or Class shall be as
designated from time to time by the Trustees.
ARTICLE XII
AMENDMENTS
These By-Laws may be amended by a majority vote of all of the
Trustees.
ARTICLE XIII
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of any statute of The Commonwealth of Massachusetts, or under
the provisons of the Declaration of Trust or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, or presence at
a meeting to which such person was entitled notice of, shall be deemed
equivalent thereto. A notice shall be deemed to have been given if
telegraphed, cabled, or sent by wireless when it has been delivered to a
representative of any telegraph, cable or wireless company with
instructions that it be telegraphed, cabled, or sent by wireless. Any
notice shall be deemed to be given if mailed at the time when the same
shall be deposited in the mail.
ARTICLE XIV
REPORT TO SHAREHOLDERS
The Trustees, so long as required by applicable law, shall at
least semi-annually submit to the shareholders of each Series or Class a
written financial report of the transactions of that Series or Class
including financial statements which shall at least annually be
certified by independent public accountants.
ARTICLE XV
BOOKS AND RECORDS
The books and records of the Trust and any Series or Class,
including the stock ledger or ledgers, may be kept in or outside the
Commonwealth of Massachusetts at such office or agency of the Trust as
may from time to time be determined by the Secretary of the Trust, as
set forth in Article II, Section 5 of these By-Laws.
ARTICLE XVI
TERMS
Terms defined in the Declaration of Trust and not otherwise
defined herein are used herein with the meanings set forth or referred
to in the Declaration of Trust.
Exhibit 77Q(ii)
Federated Stock Trust
Amendment #6
to the By-Laws
(effective February 23, 1998)
Delete Sections 1, 2 and 3 of Article I, OFFICERS AND THEIR ELECTION,
and replace with:
Section 1. Officers. The Officers of the Trust shall be a
President, one or more Vice Presidents, a Treasurer, and a
Secretary. The Board of Trustees, in its discretion, may
also elect or appoint a Chairman of the Board of Trustees
(who must be a Trustee) and other Officers or agents,
including one or more Assistant Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers.
A Vice President, the Secretary or the Treasurer may appoint
an Assistant Vice President, an Assistant Secretary or an
Assistant Treasurer, respectively, to serve until the next
election of Officers. Two or more offices may be held by a
single person except the offices of President and Vice
President may not be held by the same person concurrently.
It shall not be necessary for any Trustee or any Officer to
be a holder of shares in any Series or Class of the Trust.
Section 2. Election of Officers. The Officers shall be
elected annually by the Trustees. Each Officer shall hold
office for one year and until the election and qualification
of his successor, or until earlier resignation or removal.
The Chairman of the Board of Trustees, if there is one,
shall be elected annually by and from the Trustees, and
serve until a successor is so elected and qualified, or
until earlier resignation or removal.
Section 3. Resignations and Removals and Vacancies. Any
Officer of the Trust may resign at any time by filing a
written resignation with the Board of Trustees (or Chairman
of the Trustees, if there is one), with the President, or
with the Secretary. Any such resignation shall take effect
at the time specified therein or, if no time is specified,
at the time of receipt. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to
make it effective. Any Officer elected by the Board of
Trustees or whose appointment has been ratified by the Board
of Trustees may be removed with or without cause at any time
by a majority vote of all of the Trustees. Any other
employee of the Trust may be removed or dismissed at any
time by the President. Any vacancy in any of the offices,
whether by resignation, removal or otherwise, may be filled
for the unexpired portion of the term by the President. A
vacancy in the office of Assistant Vice President may be
filled by a Vice President; in the office of Assistant
Secretary by the Secretary; or in the office of Assistant
Treasurer by the Treasurer. Any appointment to fill any
vacancy shall serve subject to ratification by the Board of
Trustees at its next regular meeting.
Exhibit 77Q(iii)
Federated Stock Trust
Amendment #7
to the By-Laws
(effective February 27, 1998)
Delete Section 5 Proxies of Article IV Shareholders Meetings, and
replace with the following:
Section 5. Proxies. Any shareholder entitled to vote at
any meeting of shareholders may vote either in person, by
telephone, by electronic means including facsimile, or by
proxy, but no proxy which is dated more than six months
before the meeting named therein shall be accepted unless
otherwise provided in the proxy. Every proxy shall be in
writing, subscribed by the shareholder or his duly
authorized agent or be in such other form as may be
permitted by law, including documents conveyed by electronic
transmission. Every proxy shall be dated, but need not be
sealed, witnessed or acknowledged. The placing of a
shareholder's name on a proxy or authorizing another to act
as the shareholder's agent, pursuant to telephone or
electronically transmitted instructions obtained in
accordance with procedures reasonably designed to verify
that such instructions have been authorized by such
shareholder, shall constitute execution of a proxy by or on
behalf of such shareholder. Where Shares are held of record
by more than one person, any co-owner or co-fiduciary may
execute the proxy or give authority to an agent, unless the
Secretary of the Trust is notified in writing by any co-
owner or co-fiduciary that the joinder of more than one is
to be required. All proxies shall be filed with and
verified by the Secretary or an Assistant Secretary of the
Trust, or the person acting as Secretary of the Meeting.
Unless otherwise specifically limited by their term, all
proxies shall entitle the holders thereof to vote at any
adjournment of such meeting but shall not be valid after the
final adjournment of such meeting.
Exhibit 77Q(iv)
Federated Stock Trust
Amendment #8
to the By-Laws
(effective May 12, 1998)
Strike Section 3 - Place of Meeting of Article IV - Shareholders'
Meetings and replace it with the following:
Section 3. Place of Meeting. Meetings of the shareholders
of the Trust or a particular Series or Class shall be held
at such place within or without The Commonwealth of
Massachusetts as may be fixed from time to time by
resolution of the Trustees.
Strike Section 6 - Place of Meeting of Article V - Trustees'
Meetings and replace it with the following:
Section 6. Place of Meeting. Meetings of the Trustees
shall be held at such place within or without The
Commonwealth of Massachusetts as fixed from time to time by
resolution of the Trustees, or as the person or persons
requesting said meeting to be called may designate, but any
meeting may adjourn to any other place.
To the Shareholders and
Board of Trustees of
Federated Stock Trust
In planning and performing our audit of the financial statements of Federated
Stock Trust for the year ended October 31, 1998, we considered its internal
control, including control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR,
not to provide assurance on the internal control.
The management of Federated Stock Trust is responsible for establishing and
maintaining internal control. In fulfilling this responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of controls. Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing financial statements for
external purposes that are fairly presented in conformity with generally
accepted accounting principles. Those controls include the safeguarding of
assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud may occur
and not be detected. Also, projection of any evaluation of internal control
to future periods is subject to the risk that it may become inadequate because
of changes in conditions or that the effectiveness of the design and operation
may deteriorate.
Our consideration of the internal control would not necessarily disclose all
matters in the internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more of the internal control components does not reduce to
a relatively low level the risk that errors or fraud in amounts that would be
material in relation to the financial statements being audited may occur and
not be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
the internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above at
October 31, 1998.
This report is intended solely for the information and use of the board of
trustees and management of the Federated Stock Trust, and the Securities and
Exchange Commission and is not intended to be and should not be used by anyone
other than these specified parties.
Boston, Massachusetts
December 21, 1998
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NET-CHANGE-FROM-OPS> "196,354,576"
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<DISTRIBUTIONS-OF-INCOME> "-12,886,475"
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