OPPENHEIMER U.S. GOVERNMENT TRUST
BY-LAWS
(Amended and Restated as of December 14, 2000)
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the Shareholders (which terms
as used herein shall, together with all other terms defined in the Declaration
of Trust, have the same meaning as in the Declaration of Trust) shall be held at
the principal office of the Trust or at such other place as may from time to
time be designated by the Board of Trustees and stated in the notice of meeting.
Section 2. Shareholder Meetings. Meetings of Shareholders for any purposes
or purposes may be called by the Chairman of the Board of Trustees, if any, or
by the President or by the Board of Trustees and shall be called by the
Secretary upon receipt of the request in writing signed by Shareholders holding
not less than one third in amount of the entire number of Shares issued and
outstanding and entitled to vote thereat. Such request shall state the purpose
or purposes of the proposed meeting. In addition, meetings of the Shareholders
shall be called by the Board of Trustees upon receipt of the request in writing
signed by Shareholders that have, for at least six months prior to making such
requests, held not less than ten percent in amount of the entire number of
Shares issued and outstanding and entitled to vote thereat, stating the purpose
of the proposed meeting is the removal of a Trustee.
Section 3. Notice of Meetings of Shareholders. Written or printed notice
of every meeting of Shareholders, stating the time and place thereof (and the
general nature of the business proposed to be transacted at any special or
extraordinary meeting), shall be given to each Shareholder entitled to vote at
such meeting by leaving the same with each Shareholder at the Shareholder's
residence or usual place of business or by mailing it, postage prepaid and
addressed to the Shareholder's address as it appears upon the books of the Fund.
In lieu thereof, such notice also may be delivered by such other means, for
example electronic delivery, to the extent consistent with applicable laws.
No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
Section 4. Record Dates. The Board of Trustees may fix, in advance, a
record date for the determination of Shareholders entitled to notice of and to
vote at any meeting of Shareholders and Shareholders entitled to receive any
dividend payment or allotment of rights, as the case may be. Only Shareholders
of record on such date and entitled to receive such dividends or rights shall be
entitled to notice of and to vote at such meeting or to receive such dividends
or rights, as the case may be
Section 5. Access to Shareholder List. The Board of Trustees shall make
available a list of the names and addresses of all shareholders as recorded on
the books of the Trust, upon receipt of the request in writing signed by not
less than ten Shareholders holding Shares of the Trust valued at $25,000 or more
at current offering price (as defined in the Trust's Prospectus), or holding not
less than one percent in amount of the entire number of shares of the Trust
issued and outstanding; such request must state that such Shareholders wish to
communicate with other Shareholders with a view to obtaining signatures to a
request for a meeting pursuant to Section 2 of Article II of these By-Laws and
accompanied by a form of communication to the Shareholders. The Board of
Trustees may, in its discretion, satisfy its obligation under this Section 5 by
either making available the Shareholder List to such Shareholders at the
principal offices of the Trust, or at the offices of the Trust's transfer
agents, during regular business hours, or by mailing a copy of such
Shareholders' proposed communication and form of request, at their expense, to
all other Shareholders.
Section 6. Quorum, Adjournment of Meetings. The presence in person or by
proxy of the holders of record of more than 50% of the Shares of the stock of
the Trust issued and outstanding and entitled to vote thereat, shall constitute
a quorum at all meetings of the Shareholders. If at any meeting of the
Shareholders there shall be less than a quorum present, the Shareholder present
at such a meeting may, without further notice, adjourn the same from time to
time until a quorum shall attend, but no business shall be transacted at any
such adjourned meeting except such as might have been lawfully transacted had
the meeting not been adjourned.
If a quorum is present but sufficient votes in favor of one or more
proposals have not been received, any of the persons named as proxies or
attorneys-in-fact may propose and approve one or more adjournments of the
meeting to permit further solicitation of proxies with respect to any proposal.
All such adjournments will require the affirmative vote of a majority of the
shares present in person or by proxy at the session of the meeting to be
adjourned. Prior to any such adjournment, any lawful business may be transacted.
Section 7. Voting and Inspectors. At all meetings of Shareholders, every
Shareholder of record entitled to vote at such a meeting shall be entitled to
vote at such meeting either in person or by proxy. A proxy may be given by or on
behalf of a Shareholder in writing or by any electronic means, including by
telephone, facsimile, or via the Internet.
All elections of Trustees shall be had by a plurality of the votes cast
and all questions shall be decided by a majority of the votes cast, in each case
at a duly constituted meeting, except as otherwise provided in the Declaration
of Trust or in these By-Laws or by specific statutory provision superseding the
restrictions and limitations contained in the Declaration of Trust or in these
By-Laws.
At any election of Trustees, the Board of Trustees prior thereto may, or
if they have not so acted, the Chairman of the meeting may, and upon the request
of the holders of ten percent (10%) of the Shares entitled to vote at such
election shall, appoint two inspectors of election who shall first subscribe an
oath or affirmation to execute faithfully the duties of inspectors at such
election with strict impartiality and according to the best of their ability,
and shall after the election make a certificate of the result of the vote taken.
No candidate for the office of Trustee shall be appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken upon
any election or matter, and such vote shall be taken upon the request of the
holders of ten percent (10%) of the Shares entitled to vote on such election or
matter.
Section 8. Conduct of Shareholder's Meetings. The meetings of the
Shareholders shall be presided over by the Chairman of the Board of Trustees, if
any, or if he shall not be present, by the President, or if he shall not be
present, by a Vice-President, or if neither the Chairman of the Board of
Trustees, the President nor any Vice-President is present, by a chairman to be
elected at the meeting. The Secretary of the Trust, if present, shall act as
Secretary of such meetings, or if he is not present, an Assistant Secretary
shall so act, if neither the Secretary nor an Assistant Secretary is present,
then the meeting shall elect its secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every meeting
of the Shareholders, all proxies shall be received and taken in charge of and
all ballots shall be received and canvassed by the secretary of the meeting, who
shall decide all questions touching the qualification of voters, the validity of
the proxies, and the acceptance or rejection of votes, unless inspectors of
election shall have been appointed as provided in Section 7, in which event such
inspectors of election shall decide all such questions.
ARTICLE II
BOARD OF TRUSTEES
Section 1. Number and Tenure of Office. The business and property of the
Trust shall be conducted and managed by a Board of Trustees consisting of the
number of initial Trustees, which number may be increased or decreased as
provided in Section 2 of this Article. Each Trustee shall, except as otherwise
provided herein, hold office until the meeting of Shareholders of the Trust next
succeeding his election or until his successor is duly elected and qualifies.
Trustees need not be Shareholders.
Section 2. Removal, Resignation and Retirement. The Board of Trustees, by
the vote of a majority of the entire Board, may increase the number of Trustees
to a number not exceeding fifteen, and may elect Trustees to fill the vacancies
occurring for any reason, including vacancies created by any such increase in
the number of Trustees until the next annual meeting or until their successors
are duly elected and qualify; the Board of Trustees, by the vote of a majority
of the entire Board, may likewise decrease the number of Trustees to a number
not less than three but the tenure of the office of any Trustee shall not be
affected by any such decrease. In the event that after the proxy material has
been printed for a meeting of Shareholders at which Trustees are to be elected
and any one or more nominees named in such proxy material dies or become
incapacitated, the authorized number of Trustees shall be automatically reduced
by the number of such nominees, unless the Board of Trustees prior to the
meeting shall otherwise determine. A Trustee at any time may be removed either
with or without cause by resolution duly adopted by the affirmative votes of the
holders of the majority of the outstanding Shares of the Trust, present in
person or by proxy at any meeting of Shareholders at which such vote may be
taken, provided that a quorum is present. Trustee at any time may be removed for
cause by resolution duly adopted at any meeting of the Board of Trustees
provided that notice thereof is contained in the notice of such meeting and that
such resolution is adopted by the vote of at least two thirds of the Trustees
whose removal is not proposed. As used herein, "for cause" shall mean any cause
which under Massachusetts law would permit the removal of a Trustee of a
business trust.
Any Trustee may resign or retire as Trustee by written instrument signed
by him and delivered to the other Trustees or to any officer of the Trust, and
such resignation or retirement shall take effect upon such delivery or upon such
later date as is specified in such instrument and shall be effective as to the
Trust and each Series of the Trust hereunder. Notwithstanding the foregoing, any
and all Trustees, other than an Independent Trustee who was a Trustee (whether
or not Independent) on the date of the adoption of the Trust's Retirement Plan
for Non-Interested Trustees or Directors, shall be subject to the provisions
with respect to mandatory retirement set forth in the Retirement Plan, as the
same may be amended from time to time.
Section 3. Place of Meeting. The Trustees may hold their meetings, have
one or more offices, and keep the books of the Trust outside Massachusetts, at
any office or offices of the Trust or at any other place as they may from time
to time by resolution determine, or, in the case of meetings, as they may from
time to time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
Section 4. Regular Meetings. Regular meetings of the Board of Trustees
shall be held at such time and on such notice, as the Trustees may from time to
time determine. One such regular meeting during each fiscal year of the Trust
shall be designated an annual meeting of the Board of Trustees.
Section 5. Special Meetings. Special meetings of the Board of Trustees may
be held from time to time upon call of the Chairman of the Board of Trustees, if
any, the President or two or more of the Trustees, by oral or telegraphic or
written notice duly served on or sent or mailed to each Trustee not less than
one day before such meeting. No notice need be given to any Trustee who attends
in person, or to any Trustee who in writing executed and filed with the records
of the meeting either before or after the holding thereof, waives such notice.
Such notice or waiver of notice need not state the purpose or purposes of such
meeting.
Section 6. Quorum. One-third of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any of the Board there shall
be less than a quorum present (in person or by open telephone line, to the
extent permitted by the Investment Company Act of 1940 (the "1940 Act")), a
majority of those present may adjourn the meeting from time to time until a
quorum shall have been obtained. The act of the majority of the Trustees present
at any meeting at which there is a quorum shall be the act of the Board, except
as may be otherwise specifically provided by statute, by the Declaration of
Trust or by these By-Laws.
Section 7. Executive Committee. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from the Trustees an
Executive Committee to consist of such number of Trustees as the Board may from
time to time determine. The Board of Trustees by such affirmative vote shall
have power at any time to change the members of such Committee and may fill
vacancies in the Committee by election from the Trustees. When the Board of
Trustees is not in session, the Executive Committee shall have and may exercise
any or all of the powers of the Board of Trustees in the management of the
business and affairs of the Trust (including the power to authorize the seal of
the Trust to be affixed to all papers which may require it) except as provided
by law or by any contract or agreement to which the Trust is a party and except
the power to increase or decrease the size of, or fill vacancies on the Board.
The Executive Committee, may fix its own rules of procedure, and may meet when
and as provided by such rules or by resolution of the Board of Trustees, but in
every case the presence of a majority shall be necessary to constitute a quorum.
In the absence of any member of the Executive Committee, the members thereof
present at any meeting, whether or not they constitute a quorum, may appoint a
member of the Board of Trustees to act in the place of such absent member.
Section 8. Other Committees. The Board of Trustees, by the affirmative
vote of a majority of the entire Board, may appoint other committees which shall
in each case consist of such number of members (not less than two) and shall
have and may exercise such powers as the Board may determine in the resolution
appointing them. A majority of all members of any such committee may determine
its action, and fix the time and place of its meetings, unless the Board of
Trustees shall otherwise provide. The Board of Trustees shall have power at any
time to change the members and powers of any such committee, to fill vacancies,
and to discharge any such committee.
Section 9. Informal Action by and Telephone Meetings of Trustees and
Committees. Any action required or permitted to be taken at any meeting of the
Board of Trustees or any committee thereof may be taken without a meeting, if a
written consent to such action is signed by all members of the Board, or of such
committee, as the case may be. Trustees or members of a committee of the Board
of Trustees may participate in a meeting by means of a conference telephone or
similar communications equipment; such participation shall, except as otherwise
required by the 1940 Act, have the same effect as presence in person.
Section 10. Compensation of Trustees. Trustees shall be entitled to
receive such compensation from the Trust for their services as may from time to
time be voted by the Board of Trustees.
Section 11. Dividends. Dividends or distribution payable on the Shares of
any Series may, but need not be, declared by specific resolution of the Board as
to each dividend or distribution; in lieu of such specific resolutions, the
Board may, by general resolution, determine the method of computation thereof,
the method of determining the Shareholders of the Series to which they are
payable and the methods of determining whether and to which Shareholders they
are to be paid in cash or in additional Shares.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the Trust may
include a Chairman of the Board of Trustees, and shall include a President, one
or more Vice-Presidents (the number thereof to be determined by the Board of
Trustees), a Secretary and a Treasurer. The Chairman of the Board of Trustees,
if any, and the President shall be selected from among the Trustees. The Board
of Trustees may also in its discretion appoint Assistant Secretaries, Assistant
Treasurers, and other officers, agents and employees, who shall have authority
and perform such duties as the Board or the Executive Committee may determine.
The Board of Trustees may fill any vacancy which may occur in any office. Any
two offices, except those of President and 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 is required by law or these
By-Laws to be executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. The term of office of all officers shall be
until their respective successors are chosen and qualify; however, any officer
may be removed from office at any time with or without cause by the vote of a
majority of the entire Board of Trustees.
Section 3. Power and Duties. The officers of the Trust shall have
such powers and duties as generally pertain to their respective offices, as well
as such powers and duties as may from time to time be conferred by the Board of
Trustees or the Executive Committee.
ARTICLE IV
SHARES
Section 1. Shares Certificates. Each Shareholder of any Series of the
Trust may be issued a certificate or certificates for his Shares of that Series,
in such form as the Board of Trustees may from time to time prescribe, but only
if and to the extent and on the conditions described by the Board.
Section 2. Transfer of Shares. Shares of any Series shall be transferable
on the books of the Trust by the holder thereof in person or by his duly
authorized attorney or legal representative, upon surrender and cancellation of
certificates, if any, for the same number of Shares of that Series, duly
endorsed or accompanied by proper instruments of assignment and transfer, with
such proof of the authenticity of the signature as the Trust or its agent may
reasonably require; in the case of shares not represented by certificates, the
same or similar requirements may be imposed by the Board of Trustees.
Section 3. Share Ledgers. The share ledgers of the Trust, containing the
name and address of the Shareholders of each Series of the Trust and the number
of shares of that Series, held by them respectively, shall be kept at the
principal offices of the Trust or, if the Trust employees a transfer agent, at
the offices of the transfer agent of the Trust.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Trustees
may determine the conditions upon which a new certificate may be issued in place
of a certificate which is alleged to have been lost, stolen or destroyed; and
may, in their discretion, require the owner of such certificate or his legal
representative to give bond, with sufficient surety to the Trust and the
transfer agent, if any, to indemnify it and such transfer agent against any and
all loss or claims which may arise by reason of the issue of a new certificate
in the place of the one so lost, stolen or destroyed.
ARTICLE V
SEAL
The Board of Trustees shall provide a suitable seal of the Trust, in such
form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Trust shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Trust may be altered, amended, added to or repealed by
the Shareholders or by majority vote of the entire Board of Trustees, but any
such alteration, amendment, addition or repeal of the By-Laws by action of the
Board of Trustees may be altered or repealed by the Shareholders.
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