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EXHIBIT (b)
As amended by the Board of Directors
on September 28, 2000
AMENDED AND RESTATED
BYLAWS
OF
FORTIS INCOME PORTFOLIOS, INC.
(Formerly AMEV U.S. Government Securities Fund, Inc.)
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1.01. Name. The name of the corporation is "Fortis
Income Portfolios, Inc." The name of the series represented by the corporation's
Series A Common Shares shall be "Fortis U.S. Government Securities Fund;" and
the name of the series represented by the corporation's Series B Common Shares
shall be "Fortis Strategic Income Fund."
Section 1.02. Registered Office. The registered office of the
corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of Incorporation
or resolution of the directors filed with the Secretary of State of Minnesota
changing the registered office.
Section 1.03. Other Offices. The corporation may have such
other offices and places of business, within or without the State of Minnesota,
as the directors shall, from time to time, determine.
Section 1.04. Corporate Seal. The corporate seal shall be
circular in form and shall have inscribed thereon the name of the corporation
and the word "Minnesota" and the words "Corporate Seal." The form of the seal
shall be subject to alteration by the Board of Directors and the seal may be
used by causing it or a facsimile to be impressed or affixed or printed or
otherwise reproduced. Any officer or director of the corporation shall have
authority to affix the corporate seal of the corporation to any document
requiring the same.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01. Place and Time of Meetings. Except as provided
otherwise by Minnesota Statutes Chapter 302A, meetings of the shareholders may
be held at any place, within or without the State of Minnesota, designated by
the directors and, in the absence of such designation, shall be held at the
registered office of the corporation in the State of Minnesota. The directors
shall designate the time of day for each meeting and, in the absence of such
designation, every meeting of shareholders shall be held at ten o'clock a.m.
Section 2.02. Regular Meetings. Annual meetings of
shareholders are not required by these Bylaws. Regular meetings shall be held
only with such frequency and at such times and places as provided in and
required by law.
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Section 2.03. Special Meetings. Special meetings of the
shareholders may be held at any time and for any purpose and may be called by
the Chairman of the Board, the President, and two or more directors, or by one
or more shareholders holding ten percent (10%) or more of the shares entitled to
vote on the matters to be presented to the meeting, except that a special
meeting for the purpose of considering any action directly or indirectly to
facilitate or effect a business combination, including any action to change or
otherwise affect the composition of the Board of Directors for that purpose,
must be called by 25% of the voting power of all shares entitled to vote.
Section 2.04. Quorum; Adjourned Meetings. The holders of ten
percent (10%) of the shares outstanding and entitled to vote at the meeting
shall constitute a quorum for the transaction of business at any regular or
special shareholders' meeting. In case a quorum shall not be present at a
meeting, those present in person or by proxy shall adjourn to such day as they
shall, by majority vote, agree upon without further notice other than by
announcement at the meeting at which such adjournment is taken. If a quorum is
present, a meeting may be adjourned from time to time without notice other than
announcement at the meeting. At adjourned meetings at which a quorum is present,
any business may be transacted which might have been transacted at the meeting
as originally noticed. If a quorum is present, the shareholders may continue to
transact business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 2.05. Voting. At each meeting of the shareholders,
every shareholder shall have the right to vote in person or by proxy. Each
shareholder, unless the Articles of Incorporation or applicable laws provide
otherwise, shall have one vote for each share having voting power registered in
his name on the books of the corporation. Except as otherwise specifically
provided by these Bylaws or as required by provisions of the Investment Company
Act of 1940 or other applicable laws, all questions shall be decided by a
majority vote of the number of shares entitled to vote and represented at the
meeting at the time of the vote. If the matter(s) to be presented at a regular
or special meeting relates only to a particular portfolio or portfolios of the
corporation, then only the shareholders of the series of stock issued by such
portfolio or portfolios are entitled to vote on such matter(s).
Section 2.06. Voting - Proxies. The right to vote by proxy
shall be governed by Minnesota Statutes, Section 302A.449, or any successor
statutory provision.
Section 2.07. Closing of Books. The Board of Directors may fix
a time, not exceeding sixty (60) days preceding the date of any meeting of
shareholders, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, such meeting, notwithstanding any
transfer of shares on the books of the corporation after any record date so
fixed. If the Board of Directors fails to fix a record date for determination of
the shareholders entitled to notice of, and to vote at, any meeting of
shareholders, the record date shall be the thirtieth (30th) day preceding the
date of such meeting.
Section 2.08. Notice of Meetings. The Secretary or an
Assistant Secretary shall mail to each shareholder, shown by the books of the
corporation to be a holder of record of voting shares, at his address as shown
by the books of the corporation, a notice setting out the time and date and
place of each regular meeting and each special meeting, which notice shall be
mailed at least ten (10) days prior thereto; except that notice of a meeting at
which an agreement of merger or consolidation is to be considered shall be
mailed to all shareholders of record, whether entitled to vote or not, at least
two (2) weeks prior thereto; and except that notice of a
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meeting at which a proposal to dispose of all, or substantially all, of the
property and assets of the corporation is to be considered shall be mailed to
all shareholders of record, whether entitled to vote or not, at least ten (10)
days prior thereto; and except that notice of a meeting at which a proposal to
dissolve the corporation or to amend the Articles of Incorporation is to be
considered shall be mailed to all shareholders of record, whether entitled to
vote or not, at least ten (10) days prior thereto. Every notice of any special
meeting shall state the purpose or purposes for which the meeting has been
called, pursuant to Section 2.03, and the business transacted at all special
meetings shall be confined to the purpose stated in the call.
Section 2.09. Waiver of Notice. Notice of any regular or
special meeting may be waived either before, at or after such meeting in writing
signed by each shareholder or representative thereof entitled to vote the shares
so represented.
ARTICLE III
DIRECTORS
Section 3.01. Number, Qualifications and Term of Office. Until
the first meeting of shareholders, or until the directors increase their number
by resolution, the number of directors shall be the number named in the Articles
of Incorporation. Thereafter, the number of directors shall be established by
resolution of the shareholders (subject to the authority of the Board of
Directors to increase the number of directors as permitted by law), but shall
not be less than the lesser of (i) the number of shareholders of record and
beneficially, or (ii) three (3). In the absence of such resolution, the number
of directors shall be the number last fixed by the shareholders or the Board of
Directors, or the Articles of Incorporation. Directors may but need not be
shareholders. Each of the directors shall hold office until the regular meeting
of shareholders next held after his election and until his successor shall have
been elected and shall qualify, or until he shall resign, or shall have been
removed as hereinafter provided.
Section 3.02. Election of Directors. Except as otherwise
provided in Section 3.11 and 3.12 hereof, the directors shall be elected at all
regular shareholders' meeting. Directors may be elected at a special
shareholders' meeting, provided that the notice of such meeting shall contain
mention of such purpose. At each shareholders' meeting for the election of
directors, the directors shall be elected by a plurality of the votes validly
cast at such election. The shareholders of each series of stock of the
corporation shall be entitled to vote for directors and shall have equal voting
power.
Section 3.03. General Powers.
(a) The property, affairs and business of the corporation
shall be managed by the Board of Directors, which may exercise all the powers of
the corporation except those powers vested solely in the shareholders of the
corporation by statute, the Articles of Incorporation, or these Bylaws, as
amended.
(b) All acts done by any meeting of the Directors or by any
person acting as a director, so long as his successor shall not have been duly
elected or appointed, shall, notwithstanding that it be afterwards discovered
that there was some defect in the election of the directors or such person
acting as aforesaid or that they or any of them were disqualified, be as valid
as if the directors or such other person, as the case may be, had been duly
elected and were or was qualified to be directors or a director of the
corporation.
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Section 3.04. Power to Declare Dividends.
(a) The Board of Directors, from time to time as they may
deem advisable, may declare and pay dividends in cash or other property of the
corporation, out of any source available for dividends, to the shareholders of
each series of stock of the corporation according to their respective rights and
interests in the investment portfolio of the corporation issuing such series of
stock.
(b) The Board of Directors shall cause to be accompanied by a
written statement any dividend payment wholly or partly from any source other
than
(i) each investment portfolio's accumulated and accrued
undistributed net income (determined in accordance with
generally accepted accounting practice and the rules and
regulations of the Securities and Exchange Commission then in
effect) and not including profits or losses realized upon the
sale of securities or other properties; or
(ii) each investment portfolio's net income so determined
for the current or preceding fiscal year.
Such statement shall adequately disclose the source or sources of such payment
and the basis of calculation, and shall be in such form as the Commission may
prescribe.
(c) Notwithstanding the above provisions of this Section
3.04, the Board of Directors may at any time declare and distribute pro rata
among the shareholders of each series of stock a "stock dividend" out of each
portfolio's authorized but unissued shares of stock, including any shares
previously purchased by a portfolio of the corporation.
Section 3.05. Annual Meeting. The Board of Directors shall
meet annually at the registered office of the corporation, or at such other
place within or without the State of Minnesota as may be designated by the Board
of Directors, for the purpose of electing the officers of the corporation and
for the transaction of such other business as shall come before the meeting.
Section 3.06. Regular Meetings. Regular meetings of the Board
of Directors shall be held from time to time at such time and place within or
without the State of Minnesota as may be fixed by resolution adopted by a
majority of the whole Board of Directors.
Section 3.07. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board, the President, or by
any two of the directors and shall be held from time to time at such time and
place as may be designated in the notice of such meeting.
Section 3.08. Notice of Meetings. Unless otherwise required by
Statute, no notice need be given of any annual or regular meeting of the Board
of Directors. Notice of each special meeting of the Board of Directors shall be
given by the Secretary who shall give at least twenty-four (24) hours' notice
thereof to each director by mail, telephone, telegram or in person.
Section 3.09. Waiver of Notice. Notice of any meeting of the
Board of Directors may be waived either before, at, or after such meeting in
writing signed by each
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director. A director, by his attendance and participation in the action taken at
any meeting of the Board of Directors, shall be deemed to have waived notice of
such meeting.
Section 3.10. Quorum. A majority of the whole Board of
Directors shall constitute a quorum for the transaction of business except that,
when a vacancy or vacancies exist, a majority of the remaining directors
(provided such majority consists of not less than the lesser of (i) the number
of directors required by Section 3.02, or (ii) two (2) directors) shall
constitute a quorum.
Section 3.11. Vacancies; Newly Created Directorships.
Vacancies in the Board of Directors of this corporation occurring by reason of
death, resignation or increase in the number of directors by the shareholders to
the minimum number required by Section 3.01 or by the Board pursuant to Section
3.01, shall be filled for the unexpired term by a majority of the remaining
directors of the Board although less than a quorum; newly created directorships
resulting from an increase in the authorized number of directors by action of
the Board of Directors as permitted by Section 3.01 may be filled by a
two-thirds (2/3) vote of the directors serving at the time of such increase; and
each person so elected shall be a director until his successor is elected by the
shareholders, who may make such election at their next regular meeting or at any
meeting duly called for that purpose; provided, however, that no vacancy can be
filled as provided above if prohibited by the provisions of the Investment
Company Act of 1940.
Section 3.12. Removal. Removal of directors shall be governed
by the provisions of Section 302A.233 of the Minnesota Statutes or other
applicable provisions of the Minnesota Statutes or successors thereto.
Section 3.13. Executive Committee. The Board of Directors, by
unanimous affirmative action of the entire Board, may establish an Executive
Committee consisting of two (2) or more directors. Such Committee may meet at
stated times or on notice of all given by any of their own number. During the
intervals between meetings of the Board of Directors, such Committee shall
advise and aid the officers of the corporation in all matters concerning the
business and affairs of the corporation and, generally, perform such duties and
exercise such powers as may be directed or delegated by the Board of Directors
from time to time. The Board of Directors may, by unanimous affirmative action
of the entire Board, delegate to such Committee authority to exercise all the
powers of the Board of Directors, except the power to amend the Bylaws and to
take action on matters reserved to the entire Board by the Investment Company
Act of 1940, while the Board of Directors is not in session. Vacancies in the
membership of the Committee shall be filled by the Board of Directors at a
regular meeting or at a special meeting called for that purpose.
Section 3.14. Other Committees. The Board of Directors may
establish other committees from time to time making such regulations as it deems
advisable with respect to the membership, authority and procedures of such
committees.
Section 3.15. Written Action. Any action which might be taken
at a meeting of the Board of Directors, or any duly constituted committee
thereof, may be taken without a meeting if done in writing and signed by a
majority of the directors or committee members.
Section 3.16. Compensation. Directors who are not salaried
officers of this corporation shall receive such fixed sum per meeting attended
or such fixed annual sum as shall
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be determined, from time to time, by resolution of the Board of Directors. All
directors may receive their expenses, if any, of attendance at meetings of the
Board of Directors or any committee thereof. Nothing herein contained shall be
construed to preclude any director from serving this corporation in any other
capacity and receiving proper compensation therefor.
ARTICLE IV
OFFICERS
Section 4.01. Number. The officers of the corporation shall
consist of a Chairman of the Board (if one is elected by the Board), the
President, one or more Vice Presidents (if desired by the Board), a Secretary
and one or more Assistant Secretaries, a Treasurer and one or more Assistant
Treasurers, and such other officers and agents as may, from time to time, be
elected by the Board of Directors.
Section 4.02. Election, Term of Office and Qualifications. At
each annual meeting of the Board of Directors, the Board shall elect, from
within or without their number, the President, the Secretary, the Treasurer and
such other officers as may be deemed advisable. Such officers shall hold office
until the next annual meeting of the directors or until their successors are
elected and qualified. The President and all other officers who may be directors
shall continue to hold office until the election and qualification of their
successors, notwithstanding an earlier termination of their directorship.
Section 4.03. Resignation. Any officer may resign his office
at any time by delivering a written resignation to the Board of Directors, the
President, the Secretary, or any Assistant Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
Section 4.04. Removal and Vacancies. Any officer may be
removed from his office by a majority of the whole Board of Directors, with or
without cause. Such removal, however, shall be without prejudice to the contract
rights of the person so removed. If there be a vacancy among the officers of the
corporation by reason of death, resignation or otherwise, such vacancy shall be
filled for the unexpired term by the Board of Directors.
Section 4.05. Chairman of the Board. The Chairman of the
Board, if one is elected, shall preside at all meetings of the shareholders and
directors and shall have such other duties as may be prescribed, from time to
time, by the Board of Directors.
Section 4.06. President. The President shall have general
active management of the business of the corporation. In the absence of the
Chairman of the Board, he shall preside at all meetings of the shareholders and
directors. He shall be the chief executive officer of the corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. He shall be ex officio a member of all standing committees. He may
execute and deliver, in the name of the corporation, any deeds, mortgages,
bonds, contracts or other instruments pertaining to the business of the
corporation and, in general, shall perform all duties usually incident to the
office of President. He shall have such other duties as may, from time to time,
be prescribed by the Board of Directors.
Section 4.07. Vice President. Each Vice President shall have
such powers and shall perform such duties as may be specified in the Bylaws or
prescribed by the Board of Directors or by the President. In the event of
absence or disability of the President, Vice
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Presidents shall succeed to his power and duties in the order designated by the
Board of Directors.
Section 4.08. Secretary. The Secretary shall be secretary of,
and shall attend all, meetings of the shareholders and Board of Directors and
shall record all proceedings of such meetings in the minute book of the
corporation. He shall give proper notice of meetings of shareholders and
directors. He shall keep the seal of the corporation and shall affix the same to
any instrument requiring it and may, when necessary, attest the seal by his
signature. He shall perform such other duties as may, from time to time, be
prescribed by the Board of Directors or by the President.
Section 4.09. Treasurer. The Treasurer shall keep accurate
accounts of all moneys of the corporation received or disbursed. He shall
deposit all moneys, drafts and checks in the name of, and to the credit of, the
corporation in such banks and depositories as a majority of the whole Board of
Directors shall, from time to time, designate. He shall have power to endorse,
for deposit, all notes, checks and drafts received by the corporation. He shall
disburse the funds of the corporation, as ordered by the Board of Directors,
making proper vouchers therefor. He shall render to the President and the
directors, whenever required, an account of all his transactions as Treasurer
and of the financial condition of the corporation, and shall perform such other
duties as may, from time to time, be prescribed by the Board of Directors or by
the President.
Section 4.10. Assistant Secretaries. At the request of the
Secretary, or in his absence or disability, any Assistant Secretary shall have
power to perform all the duties of the Secretary and, when so acting, shall have
all the powers of, and be subject to all restrictions upon, the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors or the President.
Section 4.11. Assistant Treasurers. At the request of the
Treasurer, or in his absence or disability, any Assistant Treasurer shall have
power to perform all the duties of the Treasurer, and when so acting, shall have
all the powers of, and be subject to all the restrictions upon, the Treasurer.
The Assistant Treasurers shall perform such other duties as from time to time
may be assigned to them by the Board of Directors or the President.
Section 4.12. Compensation. The officers of this corporation
shall receive such compensation for their services as may be determined, from
time to time, by resolution of the Board of Directors.
Section 4.13. Surety Bonds. The Board of Directors may require
any officer or agent of the corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940 and the
rules and regulations of the Securities and Exchange Commission) to the
corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his duties
to the corporation, including responsibility for negligence and for the
accounting of any of the corporation's property, funds or securities that may
come into his hands. In any such case, a new bond of like character shall be
given at least every six years, so that the date of the new bond shall not be
more than six years subsequent to the date of the bond immediately preceding.
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ARTICLE V
SHARES AND THEIR TRANSFER AND REDEMPTION
Section 5.01. Certificates for Shares.
(a) Every owner of shares of the corporation shall be
entitled to a certificate, to be in such form as shall be prescribed by the
Board of Directors, certifying the number of shares of the corporation owned by
him. The certificates for such shares shall be numbered in the order in which
they shall be issued and shall be signed, in the name of the corporation, by the
President or a Vice President and by the Treasurer, or by such officers as the
Board of Directors may designate. Such signatures may be facsimile if authorized
by the Board of Directors. Every certificate surrendered to the corporation for
exchange or transfer shall he canceled, and no new certificate or certificates
shall be issued in exchange for any existing certificate until such existing
certificate shall have been so canceled, except in cases provided for in Section
5.08.
(b) In case any officer, transfer agent or registrar who
shall have signed any such certificate, or whose facsimile signature has been
placed thereon, shall cease to be such an officer (because of death, resignation
or otherwise) before such certificate is issued, such certificate may be issued
and delivered by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
Section 5.02. Issuance of Shares. The Board of Directors is
authorized to cause to be issued shares of the corporation to the full amount
authorized by the Articles of Incorporation in such series and ln such amounts
as may be determined by the Board of Directors and as may be permitted by law.
No shares shall be allotted except in consideration of cash or of an amount
transferred from surplus to stated capital upon a share dividend. At the time of
such allotment of shares, the Board of Directors making such allotments shall
state, by resolution, their determination of the fair value to the corporation
in monetary terms of any consideration other than cash for which shares are
allotted. The amount of consideration to be received in cash, or otherwise,
shall not be less than the par value of the shares so allotted. No shares of
stock issued by the corporation shall be issued, sold, or exchanged by or on
behalf of the corporation for any amount less than the net asset value per share
of the shares outstanding as determined pursuant to Article XI hereunder.
Section 5.03. Redemption of Shares. Upon the demand of any
shareholder this corporation shall redeem any share of stock issued by it held
and owned by such shareholder at the net asset value thereof as determined
pursuant to Article XI hereunder. The Board of Directors may suspend the right
of redemption or postpone the date of payment during any period when: (a)
trading on the New York Stock Exchange is restricted or such Exchange is closed
for other than weekends or holidays; (b) the Securities and Exchange Commission
has by order permitted such suspension or (c) an emergency as defined by rules
of the Securities and Exchange Commission exists, making disposal of portfolio
securities or valuation of net assets of the corporation not reasonably
practicable.
Section 5.04. Transfer of Shares. Transfer of shares on the
books of the corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares or a duly executed assignment covering shares held
in unissued form. The corporation may treat, as the absolute owner of
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shares of the corporation, the person or persons in whose name shares are
registered on the books of the corporation.
Section 5.05. Registered Shareholders. The corporation shall
be entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by the laws of Minnesota.
Section 5.06. Transfer Agents and Registrars. The Board of
Directors may from time to time appoint or remove transfer agents and/or
registrars of transfers of shares of stock of the corporation, and it may
appoint the same person as both transfer agent and registrar. Upon any such
appointment being made all certificates representing shares of capital stock
thereafter issued shall be countersigned by one of such transfer agents or by
one of such registrars of transfers or by both and shall not be valid unless so
countersigned. If the same person shall be both transfer agent and registrar,
only one countersignature by such person shall be required.
Section 5.07. Transfer Regulations. The shares of stock of the
corporation may be freely transferred, and the Board of Directors may from time
to time adopt rules and regulations with reference to the method of transfer of
the shares of stock of the corporation.
Section 5.08. 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,
after the owner of the lost, stolen or destroyed certificate, or his legal
representatives, gives 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 certificate.
Section 5.09. Redemption of Small Shareholder Accounts. If the
value of a shareholder's investments in the corporation becomes less than $250
(or such other amount as may be determined from time to time by the Board of
Directors) as a result of a redemption or transfer of shares, the corporation's
officers are authorized, in their discretion, on behalf of the corporation, to
redeem such shareholder's entire interest and remit such amount, provided that
such a redemption will only be effected by the corporation following (a) the
mailing by the corporation to such shareholder of a "notice of intention to
redeem," and (b) the passage of such time period as may be determined by the
Board of Directors, during which time the shareholder will have the opportunity
to make an additional investment in the corporation to increase the value of
such shareholder's account to at least such minimum amount.
ARTICLE VI
DIVIDENDS, SURPLUS, ETC.
Section 6.01. The corporation's net investment income will be
determined, and its dividends shall be declared and made payable at such time(s)
as the Board of Directors shall determine; dividends shall be payable to
shareholders of record as of the date of declaration.
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It shall be the policy of the corporation to qualify for and
elect the tax treatment applicable to regulated investment companies under the
Internal Revenue Code, so that the corporation will not be subjected to Federal
income tax on such part of its income or capital gains as it distributes to
shareholders.
ARTICLE VII
BOOKS AND RECORDS, AUDIT, FISCAL YEAR
Section 7.01. Books and Records. The Board of Directors of the
corporation shall cause to be kept:
(1) a share register, giving the names and addresses of
the shareholders, the number and classes held by
each, and the dates on which the certificates
therefor were issued;
(2) records of all proceedings of shareholders and
directors; and
(3) such other records and books of account as shall be
necessary and appropriate to the conduct of the
corporate business.
Section 7.02. Documents Kept at Registered Office. The Board
of Directors shall cause to be kept at the registered office of the corporation
originals or copies of:
(1) records of all proceedings of shareholders and
directors
(2) Bylaws of the corporation and all amendments thereto;
and
(3) reports made to any or all of the shareholders within
the last preceding three (3) years.
Section 7.03. Audit, Accountant.
(a) The Board of Directors shall cause the records and
books of account of the corporation to be audited at least once in each fiscal
year and at such other times as it may deem necessary or appropriate.
(b) The corporation shall employ an independent certified
public accountant or firm of independent certified public accountants as its
Accountant to examine the accounts of the corporation and to sign and certify
financial statements filed by the corporation. The Accountant's certificates and
reports shall be addressed both to the Board of Directors and to the
shareholders.
(c) Any vacancy occurring between regular meetings, due
to the death, resignation or otherwise of the Accountant, may be filled by the
Board of Directors.
Section 7.04. Fiscal Year. The fiscal year of the corporation
shall be determined by the Board of Directors.
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ARTICLE VIII
INSPECTION OF BOOKS
Section 8.01. Every shareholder of the corporation and every
holder of a voting trust certificate shall have a right to examine, in person or
by agent or attorney, at any reasonable time or times, for any proper purpose,
and at the place or places where usually kept, the share register, books of
account and records of the proceedings of the shareholders and directors and to
make extracts therefrom.
ARTICLE IX
VOTING OF STOCK HELD
Section 9.01. Unless otherwise provided by resolution of the
Board of Directors, the President, any Vice President, the Secretary or the
Treasurer, may from time to time appoint an attorney or attorneys or agent or
agents of the corporation, in the name and on behalf of the corporation, to cast
the votes which the corporation may be entitled to cast as a stockholder or
otherwise in any other corporation or association, any of whose stock or
securities may be held by the corporation, at meetings of the holders of the
stock or other securities of any such other corporation or association, or to
consent in writing to any action by any such other corporation or association,
and may instruct the person or persons so appointed as to the manner of casting
such votes or giving such consent, and may execute or cause to be executed on
behalf of the corporation and under its corporate seal, or otherwise, such
written proxies, consents, waivers, or other instruments as it may deem
necessary or proper in the circumstances; or any of such officers may themselves
attend any meeting of the holders of stock or other securities of any such
corporation or association and thereat vote or exercise any or all other powers
of the corporation as the holder of such stock or other securities of such other
corporation or association, or consent in writing to any action by any such
other corporation or association.
ARTICLE X
VALUATION OF NET ASSET VALUE
Section 10.01. The net asset value per share of each series of
stock issued by the portfolios of the corporation shall be determined in good
faith by or under supervision of the officers of the corporation as authorized
by the Board of Directors as often and on such days and at such time(s) as the
Board of Directors shall determine.
ARTICLE XI
CUSTODY OF ASSETS
Section 11.01. All securities and cash owned by this
corporation shall, as hereinafter provided, be held by or deposited with a bank
or trust company having (according to its last published report) not less than
two million dollars ($2,000,000) aggregate capital, surplus and undivided
profits (the "Custodian").
This corporation shall enter into a written contract with the
Custodian regarding the powers, duties and compensation of the Custodian with
respect to the cash and securities of this corporation held by the Custodian.
Said contract and all amendments thereto shall be approved by the Board of
Directors of this corporation. In the event of the Custodian's resignation or
termination, the corporation shall use its best efforts promptly to obtain a
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successor Custodian and shall require that the cash and securities owned by this
corporation held by the Custodian be delivered directly to such successor
Custodian.
ARTICLE XII
AMENDMENTS
Section 12.01. These Bylaws may be amended or altered by a
vote of the majority of the whole Board of Directors at any meeting provided
that notice of such proposed amendment shall have been given in the notice given
to the directors of such meeting. Such authority in the Board of Directors is
subject to the power of the shareholders to change or repeal such Bylaws by a
majority vote of the shareholders present or represented at any annual or
special meeting of shareholders called for such purpose. The Board of Directors
shall not make or alter any Bylaws fixing their qualifications, classifications,
term of office, or number, except that the Board of Directors may make or alter
any Bylaw to increase their number.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Interpretation. When the context in which words
are used in these Bylaws indicates that such is the intent, singular words will
include the plural and vice versa, and masculine words will include the feminine
and neuter genders and vice versa.
Section 13.02. Article and Section Titles. The titles of
Sections and Articles in these Bylaws are for descriptive purposes only and will
not control or alter the meaning of any of these Bylaws as set forth in the
text.
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