BY-LAWS
OF
COPLEY FUND, INC.
ARTICLE I
OFFICES
Section 1. The principal office shall be located in the State of Florida
at such place as the Board of Directors may from time to time determine.
Section 2. The corporation may also have offices at such other places
without the State of Florida as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF STOCKHOLDERS
Section 1. All meetings of stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors.
Section 2. Annual meetings of stockholders shall be held at such times
and at such places as may be designated by the Board of Directors; at which
they shall elect by a plurality vote a Board of Directors, and transact such
other business as may properly be brought before the meeting.
Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each stockholder
entitled to vote thereat not less than seven days before the date of the
meeting.
The notice shall also set forth the purpose or purposes for which the
meeting is called.
ARTICLE III
SPECIAL MEETINGS OF STOCKHOLDERS
Section 1. Special meetings of stockholders for any purpose may be held
at such time and place within or without the State of Florida as shall be
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stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Special meetings of stockholders may be called at any time,
for any purpose or purposes, by the Board of Directors or by such other
persons as may be authorized by law.
Section 3. Written or printed notice of a special meeting of
stockholders, stating the time, place and purpose or purposes thereof, shall
be given to each stockholder entitled to vote thereat, at least seven days
before the date fixed for the meeting.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction
of business except as otherwise provided by statute or by the articles or
organization. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders present in person or
represented by proxy shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might
have been transacted at the meeting as originally notified.
Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
stockholders unless the vote of a greater number of shares of stock is
required by law or the articles of organization.
Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. A stockholder may vote either in person or by proxy executed
in writing by the stockholder or by his duly authorized attorney-in-fact.
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Section 4. Any action required to be taken at a meeting of the
stockholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the stockholders
entitled to vote with respect to the subject matter thereof.
ARTICLE V
DIRECTORS
Section 1. The number of directors shall be three. The directors need
not be residents of the State of Florida nor stockholders of the corporation.
The directors, other than the first Board of Directors, shall be elected at
the annual meeting of the stockholders and each director elected shall
serve until the next succeeding annual meeting and until his successor shall
have been elected and qualified. The first board of directors shall hold
office until the first annual meeting of stockholders and until their
respective successors are elected and qualify.
Section 2. Vacancies and newly created directorships resulting from
any increase in the number of directors may be filled by a majority of the
directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify.
Section 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
articles of organization or by these By-Laws directed or required to be
exercised or done by the stockholders.
Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State
of Florida, at such place or places as they may from time to time determine.
Section 5. The Board of Directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable
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compensation of all directors for services to the corporation as directors,
officers or otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the Board of Directors, regular or regular or
special, may be held either within or without the State of Florida.
Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place
and time as shall be fixed by the consent in writing of all the directors.
Section 3. Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall
from time to time be determined by the board.
Section 4. Special meetings of the Board of Directors may be called by
the president on three days notice to each director, either personally or
by mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.
Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of
such meeting.
Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
articles of organization. The act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the
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Board of Directors, unless the act of a greater number is required by statute
or by the articles of organization. If a quorum shall not be present at any
meeting of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Section 7. Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled
to vote with respect to the subject matter thereof.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The Board of Directors, by resolution adopted by a majority
of the number of directors fixed by the by-laws or otherwise, may designate
two or more directors to constitute an executive committee, which committee,
to the extent provided in such resolution, shall have and exercise all of
the authority of the Board of Directors in the management of the corporation,
except as otherwise required by law. Vacancies in the membership of the
committee shall be filled by the Board of Directors at a regular or special
meeting of the Board of Directors. The executive committee shall keep
regular minutes of its proceedings and report the same to the board when
required.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
articles of organization or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to
be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram.
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Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the articles of
organization or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. Except for the initial officers elected by the incorporators
and set forth in the articles of organization the officers of the corporation
shall be chosen by the Board of Directors and shall be a president, a vice-
president, a treasurer and a clerk. The Board of Directors may also choose
additional vice-presidents, and one or more assistant treasurers and
assistant clerks. None of the officers need be members of the board nor
stockholders of the corporation.
Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose the officers.
Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed with or without cause at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the corporation shall be filled by the Board of
Directors.
THE PRESIDENT
Section 6. The President shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the Board
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of Directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the Board of Directors, shall, in
the absence or disability of the president, perform the duties and exercise
the powers of the president and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
THE CLERK AND ASSISTANT CLERKS
Section 9. The clerk shall be a resident of the State of Florida,
provided however, he need not be such resident, if, and as long as, the
corporation shall appoint and maintain a resident agent for service of
process within the State. The clerk shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President, under whose supervision he shall be. He
shall have custody of the record books and of the corporate seal of the
corporation and he, or an assistant clerk, shall have authority to affix the
seal to any instrument requiring it and when so affixed, it may be attested
by his signature or by the signature of such assistant clerks. The Board of
Directors may give general authority to any other officer to affix the seal
of the
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corporation and to attest the affixing by his signature. The office
of the clerk shall be deemed to be the office of the secretary of the
corporation whenever such office is required for any purpose; and, whenever
the signature of the secretary of the corporation is required on any
instrument, or document, by the laws of the United States, or of any other
state, or in any other manner whatsoever, the clerk shall have authority to
affix his signature in such capacity.
Section 10. The assistant clerk, or if there be more than one, the
assistant clerks in the order determined by the Board of Directors, shall, in
the absence or disability of the clerk, perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
monies and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors,
at its regular meetings, or when the Board of Directors so requires, an
account of all his transactions as treasurer and of the financial condition
of the corporation.
Section 13. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.
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Section 14. The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the treasurer or
an assistant treasurer of the corporation, and may be sealed with the seal of
the corporation or a facsimile thereof or same may be evidenced by such other
instruments as the Board of Directors in their discretion shall deem
appropriate.
When the corporation is authorized to issue shares of more than one
class there shall be set forth upon the face or back of the certificate, or
the certificate shall have a statement that the corporation will furnish to
any stockholder upon request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the
relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the Board
of Directors to fix and determine the relative rights and preferences of
subsequent series.
Any shares subject to any restriction on transfer shall have the
restriction noted conspicuously on the certificate and shall also set forth
on the face or back of the certificate either the full text of the
restriction, or a statement of the existence of such restriction and a
statement that the corporation will furnish a copy thereof to the holder of
such certificate upon written request and without charge.
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Section 2. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee
of the corporation. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of
its issue.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation
alleged to have been lost or destroyed. When authorizing such issue of a
new certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as
it deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with
respect to any such certificate alleged to have been lost or destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto,
and the old certificate canceled and the transaction recorded upon the books
of the corporation.
FIXING OF RECORD DATE
Section 5. The Board of Directors may fix in advance a time which shall
be not more than sixty days before the date of any meeting of stockholders or
the date for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for
determining the stockholders having the right to notice of and to vote at
such meeting and any adjournment thereof or the right to receive such
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dividend or distribution or the right to give such consent or dissent, and in
such case only stockholders of record on such record date shall have such
right, notwithstanding any transfer of stock on the books of the corporation
after the record date; or without fixing such record date the Board of
Directors may for any of such purposes close the transfer books for all or
any part of such period.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Florida.
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ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the Board of Directors
at any regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property or in shares of the capital stock, subject to any
provisions of the articles of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons
as the Board of Directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal"
and "Florida". The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or in any manner reproduced.
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ARTICLE XII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted (a) at any regular or special meeting of stockholders
at which a quorum is present or represented, by the affirmative vote of a
majority of the stock entitled to vote, provided notice of the proposed
alteration, amendment or repeal be contained in the notice of such meeting,
or (b) by the affirmative vote of a majority of the Board of Directors at any
regular or special meeting of the Board, except with respect to any provision
which by law, the articles of incorporation or the by-laws requires action
by the stockholders.
