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SIGNATURE STEPHANIE D. PIERCE
TITLE ASSISTANT TREASURER
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-2-
ARTICLES OF AMENDMENT
General Government Securities Money Market Funds, Inc., a Maryland
corporation having its principal office in the State of Maryland in
Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by
reducing the par value of each share of Common Stock of the Corporation as
set forth in Article FIFTH of the Articles of Incorporation (or elsewhere in
the charter) to a par value of one tenth of one cent ($.001) each and
reducing the aggregate par value of the Common Stock of the Corporation to
$19,000,000.
SECOND: These Articles of Amendment were approved by at least a
majority of the entire Board of Directors of the Corporation and are limited
to changes expressly authorized by Section 2-605 of Title 2 of the Maryland
General Corporation Law to be made without action by the stockholders of the
Corporation.
The undersigned Vice President of the Corporation acknowledges
these Articles of Amendment to be the corporate act of the Corporation and
states that, to the best of such officer's knowledge, information and belief,
the matters and facts set forth in these Articles with respect to the
authorization and approval of the amendment of the Corporation's charter are
true in all material respects, and that this statement is made under the
penalties of perjury.
IN WITNESS WHEREOF, General Government Securities Money Market
Funds, Inc. has caused this instrument to be signed in its name and on its
behalf by its Vice President, and witnessed by its Assistant Secretary, on
the 10th day of December, 1999.
GENERAL GOVERNMENT SECURITIES MONEY MARKET
FUNDS, INC.
By: /s/ Stephanie D. Pierce
Stephanie D. Pierce, Vice President
WITNESS:
_/s/ Elba Vasquez
Elba Vasquez,
Assistant Secretary
-2-
ARTICLES OF AMENDMENT
General Government Securities Money Market Funds, Inc., a Maryland
corporation having its principal office in the State of Maryland in
Baltimore, Maryland (hereinafter called the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by
reducing the par value of each share of Common Stock of the Corporation as
set forth in Article FIFTH of the Articles of Incorporation (or elsewhere in
the charter) to a par value of one tenth of one cent ($.001) each and
reducing the aggregate par value of the Common Stock of the Corporation to
$19,000,000.
SECOND: These Articles of Amendment were approved by at least a
majority of the entire Board of Directors of the Corporation and are limited
to changes expressly authorized by Section 2-605 of Title 2 of the Maryland
General Corporation Law to be made without action by the stockholders of the
Corporation.
The undersigned Vice President of the Corporation acknowledges
these Articles of Amendment to be the corporate act of the Corporation and
states that, to the best of such officer's knowledge, information and belief,
the matters and facts set forth in these Articles with respect to the
authorization and approval of the amendment of the Corporation's charter are
true in all material respects, and that this statement is made under the
penalties of perjury.
IN WITNESS WHEREOF, General Government Securities Money Market
Funds, Inc. has caused this instrument to be signed in its name and on its
behalf by its Vice President, and witnessed by its Assistant Secretary, on
the 10th day of December, 1999.
GENERAL GOVERNMENT SECURITIES MONEY MARKET
FUNDS, INC.
By: /s/ Stephanie D. Pierce
Stephanie D. Pierce, Vice President
WITNESS:
_/s/ Elba Vasquez
Elba Vasquez,
Assistant Secretary
-3-
ARTICLES SUPPLEMENTARY
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUNDS, INC., a Maryland
corporation having its principal office in the State of Maryland at 300 East
Lombard Street, Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The aggregate number of shares of Common Stock that the
Corporation has authority to issue is increased by three billion
(3,000,000,000) shares of Common Stock, $.01 par value per share, with an
aggregate par value of thirty million dollars ($30,000,000), all of which
shall be classified as shares of General Treasury Prime Money Market Fund
(the "Fund" and together with the other investment portfolios of the
Corporation, the "Funds"), of which one billion (1,000,000,000) of such
shares shall be Class A Common Stock, one billion (1,000,000,000) of such
shares shall be Class B Common Stock of the Fund, and one billion
(1,000,000,000) of such shares shall be Class X Common Stock.
SECOND: The shares of Class A Common Stock, Class B Common Stock
and Class X Common Stock of the Fund have the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption as set forth in Article
FIFTH of the Corporation's Charter and shall be subject to all provisions of
the Corporation's Charter relating to stock of the Corporation generally, and
to the following:
(1) As more fully set forth hereinafter, the assets and
liabilities and the income and expenses of the Class A, Class B and Class X
Common Stock of the Fund shall be determined separately from each other and
from the other investment portfolios of the Corporation and, accordingly, the
Fund's net asset value, dividends and distributions payable to holders, and
amounts distributable in the event of liquidation of the Fund or the
Corporation to holders of shares of the Fund's stock may vary from class to
class and from classes of other investment portfolios of the Corporation.
Except for these differences, and certain other differences hereinafter set
forth, each class of the Fund's stock shall have the same preferences,
conversation and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption.
(2) Assets of the Fund attributable to the Class A, Class B and
Class X Common Stock of the Fund shall be invested in the same investment
portfolio of the Fund.
(3) The dividends and distributions of investment income and
capital gains with respect to each class of stock of the Fund shall be in
such amounts as may be declared from time to time by the Board of Directors,
and such dividends and distributions may vary between each class of stock of
the Fund to reflect differing allocations of the expenses of the Fund between
the classes and any resultant differences between the net asset values per
share of the classes, to such extent and for such purposes as the Board of
Directors may deem appropriate. The allocation of investment income, capital
gains and losses, and expenses and liabilities of the Corporation between the
classes shall be determined by the Board of Directors in a manner that is
consistent with applicable law.
(4) Except as may otherwise be required by law, the holders of
each class of stock of the Fund shall have (i) exclusive voting rights with
respect to any matter submitted to a vote of stockholders that affects only
holders of that particular class and (ii) no voting rights with respect to
any matter submitted to a vote of stockholders that does not affect holders
of that particular class.
THIRD: Immediately before the increase in the aggregate number of
shares as set forth in Article FIRST hereof, the Corporation was authorized
to issue sixteen billion (16,000,000,000) shares of stock designated as
shares of General Government Securities Money Market Fund, all of which were
shares of Common Stock, having a par value of one cent ($.01) each, and an
aggregate par value of one hundred sixty million dollars ($160,000,000),
consisting of fifteen billion (15,000,000,000) shares of Class A Common Stock
and one billion (1,000,000,000) shares of Class B Common Stock of General
Government Securities Money Market Fund.
FOURTH: As hereby increased and classified, the total number of
shares of stock which the Corporation has authority to issue is nineteen
billion (19,000,000,000) shares, all of which are shares of Common Stock,
with a par value of one cent ($.01) per share, having an aggregate par value
of one hundred ninety million dollars ($190,000,000), of which sixteen
billion (16,000,000,000) shares are classified as shares of General
Government Securities Money Market Fund and three billion (3,000,000,000)
shares are classified as shares of General Treasury Prime Money Market Fund.
Each of the two Funds has further classified its shares, consisting of
fifteen billion (15,000,000,000) Class A shares and one billion
(1,000,000,000) Class B shares with respect to General Government Securities
Money Market Fund and one billion (1,000,000,000) Class A shares, one billion
(1,000,000,000) Class B shares and one billion (1,000,000,000) Class X shares
with respect to General Treasury Prime Money Market Fund.
FIFTH: The Corporation is registered as an open-end investment
company under the Investment Company Act of 1940, as amended.
SIXTH: The Board of Directors of the Corporation increased the
total number of shares of capital stock that the Corporation has authority to
issue pursuant to Section 2-105(c) of the Maryland General Corporation Law
and classified the increased shares pursuant to authority provided in the
Corporation's Charter.
The undersigned Vice President acknowledges these Articles
Supplementary to be the corporate act of the Corporation and states that to
the best of such officer's knowledge, information and belief, the matters and
facts with respect to authorization and approval set forth in these Articles
are true in all material respects and that this statement is made under
penalties of perjury.
IN WITNESS WHEREOF, General Government Securities Money Market
Funds, Inc. has caused these Articles Supplementary to be signed in its name
and on its behalf by its Vice President and witnessed by its Assistant
Secretary on the ___ day of October, 1999.
GENERAL GOVERNMENT SECURITIES
MONEY MARKET FUNDS, INC.
By: ____________________________________
Stephanie D. Pierce,
Vice President
Witness:
_______________________________
Elba Vasquez,
Assistant Secretary
-8-
BY-LAWS
OF
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUNDS, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing
shares of stock shall set forth thereon the statements prescribed by
Section 2-211 of the Maryland General Corporation Law ("General Corporation
Law") and by any other applicable provision of law and shall be signed by
the Chairman of the Board or the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer and may be sealed with the corporate seal. The
signatures of any such officers may be either manual or facsimile
signatures and the corporate seal may be either facsimile or any other form
of seal. In case any such officer who has signed manually or by facsimile
any such certificate ceases to be such officer before the certificate is
issued, it nevertheless may be issued by the corporation with the same
effect as if the officer had not ceased to be such officer as of the date
of its issue.
No certificate representing shares of stock shall be issued for
any share of stock until such share is fully paid, except as otherwise
authorized in Section 2-206 of the General Corporation Law.
The corporation may issue a new certificate of stock in place of
any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Board of Directors may require, in its discretion,
the owner of any such certificate or the owner's legal representative to
give bond, with sufficient surety, to the corporation to indemnify it
against any loss or claim that may arise by reason of the issuance of a new
certificate.
The Board of Directors at any time may discontinue the issuance
of certificates representing shares of stock and by written notice to each
stockholder, may require the surrender of certificates of stock to the
corporation for cancellation. Such surrender and cancellation shall not
affect the ownership of stock in the corporation.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any, transfers of
shares of stock of the corporation shall be made only on the stock transfer
books of the corporation by the record holder thereof or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation or with a transfer agent or a registrar, if
any, and on surrender of the certificate or certificates, if any, for such
shares of stock properly endorsed and the payment of all taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may
fix, in advance, a date as the record date for the purpose of determining
stockholders entitled to notice of, or to vote at, any meeting of
stockholders, or stockholders entitled to receive payment of any dividend
or the allotment of any rights or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case, shall
be not more than 90 days, and in case of a meeting of stockholders not less
than 10 days, prior to the date on which the meeting or particular action
requiring such determination of stockholders is to be held or taken. In
lieu of fixing a record date, the Board of Directors may provide that the
stock transfer books shall be closed for a stated period but not to exceed
20 days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of, or to vote at, a meeting of
stockholders, such books shall be closed for at least 10 days immediately
preceding such meeting. If no record date is fixed and the stock transfer
books are not closed for the determination of stockholders: (1) The record
date for the determination of stockholders entitled to notice of, or to
vote at, a meeting of stockholders shall be at the close of business on the
day on which the notice of meeting is mailed or the day 30 days before the
meeting, whichever is the closer date to the meeting; and (2) The record
date for the determination of stockholders entitled to receive payment of a
dividend or an allotment of any rights shall be at the close of business on
the day on which the resolution of the Board of Directors declaring the
dividend or allotment of rights is adopted, provided that the payment or
allotment date shall not be more than 60 days after the date on which the
resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of
a meeting, as the case may be, the term "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares
of stock when the corporation is authorized to issue only one class of
shares of stock and said reference also is intended to include any
outstanding share or shares of stock and any holder or holders of record of
outstanding shares of stock of any class or series upon which or upon whom
the Charter confers such rights where there are two or more classes or
series of shares or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the Charter may provide for more
than one class or series of shares of stock, one or more of which are
limited or denied such rights thereunder.
5. STOCKHOLDER MEETINGS.
ANNUAL MEETINGS. If a meeting of the stockholders of the
corporation is required by the Investment Company Act of 1940, as amended,
to elect the directors, then there shall be submitted to the stockholders
at such meeting the question of the election of directors, and a meeting
called for that purpose shall be designated the annual meeting of
stockholders for that year. In other years in which no action by
stockholders is required for the aforesaid election of directors, no annual
meeting need be held.
SPECIAL MEETINGS. Special stockholder meetings for any
purpose may be called by the Board of Directors or the President and shall
be called by the Secretary for the purpose of removing a Director whenever
the holders of shares entitled to at least ten percent of all the votes
entitled to be cast at such meeting shall make a duly authorized request
that such meeting be called. The Secretary shall call a special meeting of
stockholders for all other purposes whenever the holders of shares entitled
to at least a majority of all the votes entitled to be cast at such meeting
shall make a duly authorized request that such meeting be called. Such
request shall state the purpose of such meeting and the matters proposed to
be acted on thereat, and no other business shall be transacted at any such
special meeting. The Secretary shall inform such stockholders of the
reasonably estimated costs of preparing and mailing the notice of the
meeting, and upon payment to the corporation of such costs, the Secretary
shall give notice in the manner provided for below.
PLACE AND TIME. Stockholder meetings shall be held at such
place, either within the State of Maryland or at such other place within
the United States, and at such date or dates as the directors from time to
time may fix.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written
or printed notice of all meetings shall be given by the Secretary and shall
state the time and place of the meeting. The notice of a special meeting
shall state in all instances the purpose or purposes for which the meeting
is called. Written or printed notice of any meeting shall be given to each
stockholder either by mail or by presenting it to the stockholder
personally or by leaving it at his or her residence or usual place of
business not less than 10 days and not more than 90 days before the date of
the meeting, unless any provisions of the General Corporation Law shall
prescribe a different elapsed period of time, to each stockholder at his or
her address appearing on the books of the corporation or the address
supplied by the stockholder for the purpose of notice. If mailed, notice
shall be deemed to be given when deposited in the United States mail
addressed to the stockholder at his or her post office address as it
appears on the records of the corporation with postage thereon prepaid.
Whenever any notice of the time, place or purpose of any meeting of
stockholders is required to be given under the provisions of these by-laws
or of the General Corporation Law, a waiver thereof in writing, signed by
the stockholder and filed with the records of the meeting, whether before
or after the holding thereof, or actual attendance or representation at the
meeting shall be deemed equivalent to the giving of such notice to such
stockholder. The foregoing requirements of notice also shall apply,
whenever the corporation shall have any class of stock which is not
entitled to vote, to holders of stock who are not entitled to vote at the
meeting, but who are entitled to notice thereof and to dissent from any
action taken thereat.
QUORUM. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast one-third of the votes
thereat shall constitute a quorum. In the absence of a quorum, the
stockholders present in person or by proxy, by majority vote and without
notice other than by announcement, may adjourn the meeting from time to
time, but not for a period exceeding 120 days after the original record
date until a quorum shall attend.
ADJOURNED MEETINGS. A meeting of stockholders convened on
the date for which it was called (including one adjourned to achieve a
quorum as provided in the paragraph above) may be adjourned from time to
time without further notice to a date not more than 120 days after the
original record date, and any business may be transacted at any adjourned
meeting which could have been transacted at the meeting as originally
called.
CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority
and if present and acting: the President, a Vice President or, if none of
the foregoing is in office and present and acting, by a chairman to be
chosen by the stockholders. The Secretary of the corporation or, in his or
her absence, an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is present
the chairman of the meeting shall appoint a secretary of the meeting.
PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether for the purposes of
determining the stockholder's presence at a meeting, or whether by waiving
notice of any meeting, voting or participating at a meeting, expressing
consent or dissent without a meeting or otherwise. Every proxy shall be
executed in writing by the stockholder or by his or her duly authorized
attorney-in-fact or be in such other form as may be permitted by the
General Corporation Law, including documents conveyed by electronic
transmission and filed with the Secretary of the corporation. A copy,
facsimile transmission or other reproduction of the writing or transmission
may be substituted for the original writing or transmission for any purpose
for which the original transmission could be used. No unrevoked proxy
shall be valid after 11 months from the date of its execution, unless a
longer time is expressly provided therein. The placing of a stockholder's
name on a proxy pursuant to telephonic or electronically transmitted
instructions obtained pursuant to procedures reasonably designed to verify
that such instructions have been authorized by such stockholder shall
constitute execution of such proxy by or on behalf of such stockholder.
INSPECTORS OF ELECTION. The directors, in advance of any
meeting, may, but need not, appoint one or more inspectors to act at the
meeting or any adjournment thereof. If an inspector or inspectors are not
appointed, the person presiding at the meeting may, but need not, appoint
one or more inspectors. In case any person who may be appointed as an
inspector fails to appear or act, the vacancy may be filled by appointment
made by the directors in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, if any, before entering upon the
discharge of his duties, shall take and sign an oath to execute faithfully
the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors, if any, shall
determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum and the
validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result and do such acts as are proper to conduct
the election or vote with fairness to all stockholders. On request of the
person presiding at the meeting or any stockholder, the inspector or
inspectors, if any, shall make a report in writing of any challenge,
question or matter determined by him or them and execute a certificate of
any fact found by him or them.
VOTING. Each share of stock shall entitle the holder
thereof to one vote, except in the election of directors, at which each
said vote may be cast for as many persons as there are directors to be
elected. Except for election of directors, a majority of the votes cast at
a meeting of stockholders, duly called and at which a quorum is present,
shall be sufficient to take or authorize action upon any matter which may
come before a meeting, unless more than a majority of votes cast is
required by the corporation's Articles of Incorporation. A plurality of
all the votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted to be
taken at a meeting of stockholders may be taken without a meeting if a
consent in writing, setting forth such action, is signed by all the
stockholders entitled to vote on the subject matter thereof and any other
stockholders entitled to notice of a meeting of stockholders (but not to
vote thereat) have waived in writing any rights which they may have to
dissent from such action and such consent and waiver are filed with the
records of the corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed under the direction of a Board of Directors.
The use of the phrase "entire board" herein refers to the total number of
directors which the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural
person of full age. A director need not be a stockholder, a citizen of the
United States or a resident of the State of Maryland. The initial Board of
Directors shall consist of one person. Thereafter, the number of directors
constituting the entire board shall never be less than three or the number
of stockholders, whichever is less. At any regular meeting or at any
special meeting called for that purpose, a majority of the entire Board of
Directors may increase or decrease the number of directors, provided that
the number thereof shall never be less than three or the number of
stockholders, whichever is less, nor more than twelve and further provided
that the tenure of office of a director shall not be affected by any
decrease in the number of directors.
3. ELECTION AND TERM. The first Board of Directors shall
consist of the director named in the Articles of Incorporation and shall
hold office until the first meeting of stockholders or until his or her
successor has been elected and qualified. Thereafter, directors who are
elected at a meeting of stockholders, and directors who are elected in the
interim to fill vacancies and newly created directorships, shall hold
office until their successors have been elected and qualified. Newly
created directorships and any vacancies in the Board of Directors, other
than vacancies resulting from the removal of directors by the stockholders,
may be filled by the Board of Directors, subject to the provisions of the
Investment Company Act of 1940, as amended. Newly created directorships
filled by the Board of Directors shall be by action of a majority of the
entire Board of Directors then in office. All vacancies to be filled by
the Board of Directors may be filled by a majority of the remaining members
of the Board of Directors, although such majority is less than a quorum
thereof.
4. MEETINGS.
TIME. Meetings shall be held at such time as the Board of
Directors shall fix, except that the first meeting of a newly elected Board
of Directors shall be held as soon after its election as the directors
conveniently may assemble.
PLACE. Meetings shall be held at such place within or
without the State of Maryland as shall be fixed by the Board.
CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called
by or at the direction of the President or of a majority of the directors
in office.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever any
notice of the time, place or purpose of any meeting of directors or any
committee thereof is required to be given under the provisions of the
General Corporation Law or of these by-laws, a waiver thereof in writing,
signed by the director or committee member entitled to such notice and
filed with the records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting shall be deemed equivalent to
the giving of such notice to such director or such committee member.
QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or vacancies
prevents such majority, whereupon a majority of the directors in office
shall constitute a quorum, provided such majority shall constitute at least
one-third of the entire Board and, in no event, less than two directors. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as otherwise
specifically provided by the Articles of Incorporation, the General
Corporation Law or these by-laws, the action of a majority of the directors
present at a meeting at which a quorum is present shall be the action of
the Board of Directors.
CHAIRMAN OF THE MEETING. The Chairman of the Board, if any
and if present and acting, or the President or any other director chosen by
the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed for cause or without cause by the stockholders, who may elect a
successor or successors to fill any resulting vacancy or vacancies for the
unexpired term of the removed director or directors.
6. COMMITTEES. The Board of Directors may appoint from among
its members an Executive Committee and other committees composed of one or
more directors and may delegate to such committee or committees, in the
intervals between meetings of the Board of Directors, any or all of the
powers of the Board of Directors in the management of the business and
affairs of the corporation to the extent permitted by law. In the absence
of any member of any such committee, the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint a member of
the Board of Directors to act in the place of such absent member.
7. INFORMAL ACTION. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if a written consent to such action is
signed by all members of the Board of Directors or any such committee, as
the case may be, and such written consent is filed with the minutes of the
proceedings of the Board or any such committee.
Members of the Board of Directors or any committee designated
thereby may participate in a meeting of such Board or committee by means of
a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the
same time. Participation by such means shall constitute presence in person
at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and shall have a
President, a Secretary and a Treasurer, who shall be elected by the Board
of Directors, and may have such other officers, assistant officers and
agents as the Board of Directors shall authorize from time to time. Any
two or more offices, except those of President and Vice President, may be
held by the same person, but no person shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is required by
law to be executed, acknowledged or verified by two or more officers.
Any officer or agent may be removed by the Board of Directors
whenever, in its judgment, the best interests of the corporation will be
served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation in the
State of Maryland prescribed by the General Corporation Law is 300 East
Lombard Street, c/o The Corporation Trust Incorporated, Baltimore, Maryland
21202. The name and address of the resident agent in the State of Maryland
prescribed by the General Corporation Law are: The Corporation Trust
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office in the
State of Maryland prescribed by the General Corporation Law or at the
business office or an agency of the corporation, an original or duplicate
stock ledger containing the names and addresses of all stockholders and the
number of shares of each class held by each stockholder. Such stock ledger
may be in written form or any other form capable of being converted into
written form within a reasonable time for visual inspection.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation or any series thereof shall be
fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws is vested
exclusively in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation
shall indemnify its directors to the fullest extent that indemnification of
directors is permitted by the law. The corporation shall indemnify its
officers to the same extent as its directors and to such further extent as
is consistent with law. The corporation shall indemnify its directors and
officers who while serving as directors or officers also serve at the
request of the corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan to the same
extent as its directors and, in the case of officers, to such further
extent as is consistent with law. The indemnification and other rights
provided by this Article shall continue as to a person who has ceased to be
a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person. This Article shall not
protect any such person against any liability to the corporation or any
stockholder thereof to which such person would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office ("disabling
conduct").
2. ADVANCES. Any current or former director or officer of the
corporation seeking indemnification within the scope of this Article shall
be entitled to advances from the corporation for payment of the reasonable
expenses incurred by him in connection with the matter as to which he is
seeking indemnification in the manner and to the fullest extent permissible
under the General Corporation Law. The person seeking indemnification
shall provide to the corporation a written affirmation of his good faith
belief that the standard of conduct necessary for indemnification by the
corporation has been met and a written undertaking to repay any such
advance if it should ultimately be determined that the standard of conduct
has not been met. In addition, at least one of the following additional
conditions shall be met: (a) the person seeking indemnification shall
provide a security in form and amount acceptable to the corporation for his
or her undertaking; (b) the corporation is insured against losses arising
by reason of the advance; or (c) a majority of a quorum of directors of the
corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor
parties to the proceeding ("disinterested non-party directors"), or
independent legal counsel, in a written opinion, shall have determined,
based on a review of facts readily available to the corporation at the time
the advance is proposed to be made, that there is reason to believe that
the person seeking indemnification will ultimately be found to be entitled
to indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall determine,
or cause to be determined, in a manner consistent with the General
Corporation Law, whether the standards required by this Article have been
met. Indemnification shall be made only following: (a) a final decision
on the merits by a court or other body before whom the proceeding was
brought that the person to be indemnified was not liable by reason of
disabling conduct or (b) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the person to be
indemnified was not liable by reason of disabling conduct by (i) the vote
of a majority of a quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees and
agents who are not officers or directors of the corporation may be
indemnified, and reasonable expenses may be advanced to such employees or
agents, as may be provided by action of the Board of Directors or by
contract, subject to any limitations imposed by the Investment Company Act
of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make further
provision consistent with law for indemnification and advance of expenses
to directors, officers, employees and agents by resolution, agreement or
otherwise. The indemnification provided by this Article shall not be
deemed exclusive of any other right, with respect to indemnification or
otherwise, to which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or disinterested
non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the General
Corporation Law and to the Investment Company Act of 1940 as from time to
time amended. No amendment of the by-laws shall affect any right of any
person under this Article based on any event, omission or proceeding prior
to the amendment.
Dated: April 8, 1982
Amended: December 31, 1999
Report of Independent Auditors
To the Shareholders and Board of Directors of
General Government Securities Money Market Fund
In planning and performing our audit of the financial statements of General
Government Securities Money Market Fund for the year ended November 30, 1999, 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 internal control.
The management of General Government Securities Money Market Fund 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, error 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 internal control would not necessarily disclose all matters
in 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 misstatements caused by error 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
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above at
November 30, 1999.
This report is intended solely for the information and use of management, the
Board of Directors of General Government Securities Money Market Fund, and the
Securities and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.
ERNST & YOUNG LLP
January 6, 2000
