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PRUDENTIAL CALIFORNIA MUNICIPAL FUND
By-Laws
Amended and Restated as of May 24, 2000
ARTICLE I
DEFINITIONS
The terms "COMMISSION", "CUSTODIAN", "DECLARATION", "DISTRIBUTOR",
"INVESTMENT ADVISER", "1940 ACT", "SHAREHOLDER", "SHARES", "TRANSFER AGENT",
"TRUST", "TRUST PROPERTY", "TRUSTEES", and "MAJORITY SHAREHOLDER VOTE", have the
respective meanings given them in the Declaration of Trust of Prudential
California Municipal Fund dated May 18, 1984, as amended from time to time.
ARTICLE II
OFFICES
Section 1. PRINCIPAL OFFICE. Until changed by the Trustees,
the principal office of the Trust in the Commonwealth of Massachusetts shall
be in the City of Boston, County of Suffolk.
Section 2. OTHER OFFICES. The Trust may have offices in
such other places without as well as within the Commonwealth as the Trustees
may from time to time determine.
ARTICLE III
SHAREHOLDERS
Section 1. MEETINGS. Meetings of the Shareholders shall be held to
the extent provided in the Declaration as such place within or without the
Commonwealth of Massachusetts as the Trustees shall designate. The holders of a
majority of outstanding
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Shares of the Trust or series of the Trust present in person or by proxy and
entitled to vote shall constitute a quorum with respect to Shares of the Trust
or such series at any meeting of the Shareholders.
Section 2. NOTICE OF MEETINGS. Notice of all meetings of the
Shareholders, stating the time, place and purposes of the meeting, shall be
given by the Trustees by mail to each Shareholder at his address as recorded on
the register of the Trust mailed at least (10) days and not more than ninety
(90) days before the meeting. Only the business stated in the notice of the
meeting shall be considered at such meeting. Any adjourned meeting may be held
as adjourned without further notice. No notice need be given to any Shareholder
who shall have failed to inform the Trust of his current address or if a written
waiver of notice, executed before or after the meeting by the Shareholder or his
attorney thereunto authorized, is filed with the records of the meeting.
Section 3. RECORD DATE FOR MEETINGS AND OTHER PURPOSES. For the
purpose of determining the Shareholders who are entitled to notice of and to
vote at any meeting, or to participate in any distribution, or for the purpose
of any other the Trustees may from time to time close the transfer books for
such period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
ninety (90) days prior to the date of any meeting of Shareholders or
distribution or other action as a record date for the determinations of the
persons to be treated as Shareholders of record for such purposes, except for
dividend payments which shall be governed by the Declaration.
Section 4. PROXIES.
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At all meetings, Shareholders of record entitled to vote thereat shall have
one vote for each Share standing in his/her name on the books of the
Trust (and such Shareholders of record holding fractional shares, if any,
shall have proportionate voting rights) on the date for the determination of
Shareholders entitled to vote at such meeting, either in person or by proxy.
A Shareholder may sign a writing authorizing another person to act as proxy.
Signing may be accomplished by the Shareholder or the Shareholder's
authorized agent signing the writing or causing the Shareholder's signature
to be affixed to the writing by any reasonable means, including facsimile
signature. A Shareholder may authorize another person to act as proxy by
transmitting, or authorizing the transmission of, a telegram, cablegram,
datagram, or other means of electronic transmission to the person authorized
to act as proxy or to a proxy solicitation firm, proxy support service
organization, or other person authorized by the person who will act as proxy
to receive the transmission. Proxies may be solicited in the name of one or
more Trustees or one or more of the officers of the Trust. When any Share is
held jointly by several persons, any one of them may vote at any meeting in
person or by proxy in respect of such Share, but if more than one of them
shall be present at such meeting in person or by proxy, and such joint owners
or their proxies so present disagree as to any vote to be cast, such vote
shall not be received in respect of such Share. A proxy purporting to be
executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. If the holder of any such Share is a minor or a
person of unsound mind, and subject to guardianship or the legal control of
any other person as regards the charge or management of such Share, he may
vote by his guardian or such other person appointed or having such control,
and such vote may be given in person or by proxy.
Section 5. INSPECTION OF RECORDS. The records of the Trust shall
be open to inspection by Shareholders to the same extent as is permitted
shareholders of a Massachusetts business corporation.
Section 6. ACTION WITHOUT MEETING. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders of the
Trust or the applicable series of the Trust entitled to vote on the matter (or
such larger proportion
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thereof as shall be required by law, the Declaration of these By-Laws for
approval of such matter) consent to the action in writing and the written
consents are filed with the records of the meetings of Shareholders. Such
consents shall be treated for all purposes as a vote taken as a meeting of
Shareholders.
ARTICLE IV
TRUSTEES
Section 1. MEETINGS OF THE TRUSTEES. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice of
regular or stated meetings need not be given. Meetings of the Trustees other
than regular or stated meetings shall be held whenever called by the President,
or by any one of the Trustees, at the time being in office. Notice of the time
and place of each meeting other than regular or stated meetings shall be given
by the Secretary or an Assistant Secretary or by the officer of Trustee calling
the meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be telegraphed, cabled, or wirelessed to each Trustee at his
business address, or personally delivered to him at least one day before the
meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need not
specify the purpose of any meeting. The Trustees may meet by means of a
telephone conference circuit or similar communications equipment by means of
which all persons participating in the meeting are connected, which meeting
shall be deemed to have been held at a place designated by the Trustees at
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the meeting. Participation in a telephone conference meeting shall constitute
presence in person at such meeting. Any action required or permitted to be taken
at any meeting of the Trustees may be taken by the Trustees without a meeting if
all the Trustees consent to the action in writing and the written consents are
filed with the records of the Trustees meetings. Such consents shall be treated
for all purposes as a vote at a meeting of the Trustees.
Section 2. QUORUM AND MANNER OF ACTING. A majority of the Trustees
shall be present in person at any regular or special meeting of the Trustees in
order to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration of these By-Laws) the act
of a majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.
ARTICLE V
COMMITTEES
Section 1. EXECUTIVE AND OTHER COMMITTEES. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) Trustees to hold office at the
pleasure of the Trustees, which shall have the power to conduct the current and
ordinary business of the Trust while the Trustees are not in session, including
the purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust, and such other powers of the
Trustees as the Trustees may, from time to time, delegate to them
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except those peers which by law, the Declaration of these By-Laws they are
prohibited from delegating. The Trustees may also elect from their own number or
otherwise other Committees from time to time, the number composing such
committees, the powers conferred upon the same (subject to the same limitations
as with respect to the Executive Committee) and the term of membership on such
Committees to be determined by the Trustees. The Trustees may designate a
chairman of any such Committee. In the absence of such designation the Committee
may elect its own Chairman.
Section 2. MEETINGS, QUORUM AND MANNER OF ACTING. The Trustees may
(1) provide for stated meetings of any Committee (2) specify the manner of
calling and notice required for special meetings of any Committee, (3) specify
the number of members of a Committee required to constitute a quorum and the
number of members of a Committee required to exercise specified powers delegated
to such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
The Executive Committee shall keep regular minutes of its meetings
and records of decisions taken without a meeting and cause them to be recorded
in a book designated for that purpose and kept in the Office of the Trust.
ARTICLE VI
OFFICERS
Section 1. GENERAL PROVISIONS. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Trust may require, including
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one or more Vice President, one or more Assistant Secretaries, and one or more
Assistant Treasurers. The Trustees may delegate to any officer or committee the
power to appoint any subordinate officers or agents.
Section 2. TERM OF OFFICE AND QUALIFICATIONS. Except as otherwise
provided by law, the Declaration of these By-Laws, the President, the Treasurer
and the Secretary shall each hold office until his successor shall have been
duly elected and qualified, and all other officers shall hold office at the
pleasure of the Trustees. The Secretary and Treasurer may be the same person. A
Vice President and the Treasurer or a Vice President and the Secretary may be
the same person, but the offices of Vice President, Secretary and Treasurer
shall not be held by the same person. The President shall hold no other office.
Except as above provided, any two offices may be held by the same person. Any
officer may be but none need be a Trustee or Shareholder.
Section 3. REMOVAL. The Trustees, at any regular or special meeting
of the Trustees, may remove any officer without cause, by a vote of a majority
of the Trustees then in office. Any officer or agent appointed by an officer or
committee may be removed with or without cause by such appointed officer or
committee.
Section 4. POWERS AND DUTIES OF THE PRESIDENT. The President shall
be the principal executive officer of the Trust. He may call meetings of the
Trustees and of any Committee thereof when he deems it necessary and shall
preside at all meetings of the Shareholders. Subject to the control of the
Trustees and to the control of any Committees of the Trustees, within their
respective spheres, as provided by the Trustees, he shall at all times exercise
a general supervision and direction over the affairs of the Trust. He shall have
the power to employ attorneys and counsel for the Trust and to employ such
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subordinate officers, agents, clerks and employees as he may find necessary to
transact the business of the Trust. He shall also have the power to grant,
issue, execute or sign such powers of attorney, proxies or other documents as
may be deemed advisable or necessary in furtherance of the interests of the
Trust. The President shall have such other powers and duties, as from time to
time may be conferred upon or assigned to him by the Trustees.
Section 5. POWERS AND DUTIES OF VICE PRESIDENTS. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.
Section 6. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall
be the principal financial and accounting officer of the Trust. He shall deliver
all funds of the Trust which may come into his hands to such Custodian as the
Trustees may employ pursuant to Article X of these By-Laws. He shall render a
statement of condition of the finances of the Trust to the Trustees as often as
they shall require the same and he shall in general perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the Trustees. The Treasurer shall give a bond for the
faithful discharge of his duties, if required so to do by the Trustees, in such
sum and with such surety or sureties as the Trustees shall require.
Section 7. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall
keep the minutes of all minutes of all meetings of the Trustees and of the
Shareholders in proper
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books provided for that purpose; he shall have custody of the seal of the Trust;
he shall have charge of the Share transfer books, lists and records unless the
same are in the charge of the Transfer Agent. He shall attend to the giving and
serving of all notices by the Trust in accordance with the provisions of these
By-Laws, he shall in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Trustees.
Section 8. POWERS AND DUTIES OF ASSISTANT TREASURERS. In the absence
or disability of the Treasurer, any Assistant Treasurer designated by the
Trustees shall perform all the duties, and may exercise any of the powers, of
the Treasurer. Each Assistant Treasurer shall perform such other duties as from
time to time may be assigned to him by the Trustees. Each Assistant Treasurer
shall give a bond for the faithful discharge of his duties, if required so to do
by the Trustees, in such sum and with such surety or sureties as the Trustees
shall require.
Section 9. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the
absence or disability of the Secretary, and Assistant Secretary designed by the
Trustees shall perform all the duties, and may exercise any of the powers, of
the Secretary. Each Assistant Secretary shall perform such other duties as from
time to time may be assigned to him by the Trustees.
Section 10. COMPENSATION OF OFFICERS AND TRUSTEES AND MEMBERS OF THE
ADVISORY BOARD. Subject to any applicable provisions of the Declaration, the
compensation of the officers and Trustees and members of the Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be
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prevented from receiving such compensation as such officer by reason of the fact
that he is also a Trustee.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of
September in each year and shall end on the thirty-first day of August in each
year, provided, however, that the Trustees may from time to time change the
fiscal year.
ARTICLE VIII
SEAL
The Trustees may adopt a seal which shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the
Declaration of these By-Laws, a waiver thereof in writing, signed by the persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. A notice shall be deemed to have been telegraphed,
cabled or wirelessed for the purposes of these By-Laws when it has been
delivered to a representative of any telegraph, cable or wireless company with
instructions that it be telegraphed, cabled or wirelessed.
ARTICLE X
CUSTODY OF SECURITIES
Section 1. EMPLOYMENT OF A CUSTODIAN. The Trust shall place and at
all times maintain in the custody of a Custodian (including any sub-custodian
for the Custodian) all
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funds, securities and similar investments included in the Trust Property. The
Custodian (and any sub-custodian) shall be a bank having not less than
$2,000,000 aggregate capital, surplus and undivided profits and shall be
appointed from time to time by the Trustees, who shall fix its remuneration.
Section 2. ACTION UPON TERMINATION OF CUSTODIAN AGREEMENT. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the trustees shall promptly appoint a successor custodian, but in the
event that no successor custodian can be found who has the required
qualifications and is willing to serve, the Trustees shall call as promptly as
possible a special meeting of the Shareholders to determine whether the Trust
shall function without a custodian or shall be liquidated. If so directed by a
Majority Shareholder Vote, the Custodian shall deliver and pay over all Trust
Property held by it as specified in such vote.
Section 3. PROVISIONS OF CUSTODIAN CONTRACT. The following
provisions shall apply to the employment of a Custodian and to any contract
entered into with the Custodian so employed: The Trustees shall cause to be
delivered to the Custodian all securities included in the Trust Property or to
which the Trust may become entitled, and shall order the same to be delivered by
the Custodian only in completion of a sale, exchange, transfer, pledge, loan of
portfolio securities to another person, or other disposition thereof, all as the
Trustees may generally or from time to time require or approve or to a successor
Custodian; and the Trustees shall cause all funds included in the Trust Property
or to which it may become entitled to be paid to the Custodian, and shall order
the same disbursed only for investment against delivery of the securities
acquired (including securities acquired under a repurchase agreement), or the
return of cash held as
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collateral for loans of portfolio securities, or in payment of expenses,
including management compensation, and liabilities of the Trust, including
distributions to shareholders, or to a successor Custodian. Notwithstanding
anything to the contrary in these By-Laws, upon receipt of proper instructions,
which may be standing instructions, the Custodian may deliver funds in the
following cases. In connection with repurchase agreements, the Custodian shall
transmit, prior to receipt on behalf of the Fund of any securities or other
property, funds from the Fund's custodian account to a special custodian
approved by the Trustees of the Fund, which funds shall be used to pay for
securities to be purchased by the Fund subject to the Fund's obligation to sell
and the seller's obligation to repurchase such securities. In such case, the
securities shall be held in the custody of the special custodian. In connection
with the Trust's purchase or sale of financial futures contracts, the Custodian
shall transmit, prior to receipt on behalf of the Fund of any securities or
other property, funds from the Trust's custodian account in order to furnish to
and maintain funds with brokers as margin to guarantee the performance of the
Trust's futures obligations in accordance with the applicable requirements of
commodities exchanges and brokers.
Section 4. CENTRAL CERTIFICATE SYSTEM. Subject to applicable rules,
regulations and orders adopted by the Commission, the Trustees may direct the
Custodian to deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, or otherwise in accordance with the 1940
Act, pursuant to which system all securities of any particular class or series
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of any issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust.
ARTICLE XI
INDEMNIFICATION
A representative of the Trust shall be indemnified by the Trust with
respect to each proceeding against such representative, except a proceeding
brought by or on behalf of the Trust, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such representative in connection with such proceeding, provided
that such representative acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Trust and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Trust and, with respect to any criminal proceeding,
had reasonable cause to believe that his conduct was unlawful.
A representative of the Trust shall be indemnified by the Trust,
with respect to each proceeding brought by or on behalf of the Trust to obtain
judgment or decree in its favor, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
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of the Trust; except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such representative has been adjudged to be
liable for negligence or misconduct in the performance of his duty to the Trust,
unless and only to the extent that the count in which the proceeding was
brought, or a court of equity in the county in which the Trust has its principal
office, determines upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such representative is fairly and
reasonably entitled to indemnity for the expenses which the court considers
proper.
To the extent that the representative of the Trust has been
successful on the merits or otherwise in defense of any proceeding referred to
in the preceding two paragraphs, or in defense of any claim, issue or matter
therein, the Trust shall indemnify him against all expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Except as provided in the preceding paragraph any indemnification
under the first two paragraphs of this Article XI (unless ordered by a court)
shall be made by the Trust only as authorized in the specific case upon a
determination that indemnification of the representative of the Trust is proper
in the circumstances because he has met the applicable standard of conduct set
forth in such paragraphs. The determination shall be made (1) by the Trustees by
a majority vote of a quorum consisting of Trustees who were not parties to the
proceeding, or (2) if a quorum is not obtainable or if a quorum of disinterested
Trustees so directs, by independent legal counsel in a written opinion, or (3)
by a Majority Shareholder Vote.
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The Trust shall advance the expenses (including attorneys' fees) of
a representative of the Trust who is a party to any proceeding to the fullest
extent authorized, and in the manner permitted hereby and by applicable federal
and state law and if (1) authorized by the Trustees in the specific case, and
(2) the Trust receives an undertaking by or on behalf of the representative of
the Trust to repay the advance if it is not ultimately determined that he is
entitled to be indemnified by the Trust as authorized in this Article XI.
The indemnification provided by this Article XI shall not be deemed
exclusive of any other rights to which a representative of the Trust or other
person may be entitled under any agreement, vote of Shareholders or
disinterested Trustees or otherwise, both as to action in his official capacity
and as to action in another capacity while holding the office, and shall
continue as to a person who has ceased to be a Trustee, officer, employee or
agent and inure to the benefit of his heirs and personal representatives.
The Trust may purchase and maintain insurance on behalf of any
person who is or was a Trustee, officer, employee or agent of the Trust, or is
or was serving at the request of the Trust as a trustee, director, officer,
employee, or agent of another trust, corporation, partnership, joint venture or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such, regardless of whether
the Trust would have the power to indemnify him against the liability under the
provisions of this Article XI.
Pursuant and subject to the other provisions of this Article, the
Trust shall indemnify each representative of the Trust against, or advance the
expenses of a
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representative of the Trust for, the amount of any deductible provided in any
liability insurance policy maintained by the Trust.
Nothing contained in this Article XI shall be construed to indemnify
any representative of the Trust against any liability to the Trust or to its
Shareholders to which he would otherwise be subject by reason of misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.
As used in this Article XI "representative of the Trust" means an
individual (1) who is a present or former Trustee, officer, agent or employee of
the Trust or who serves or has served another trust, corporation, partnership,
joint venture or other enterprise in one of such capacities at the request of
the Trust, and (2) who by reason of his position is, has been or is threatened
to be made a party to a proceeding; and "proceeding" including any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.
ARTICLE XII
AMENDMENTS
These By-Laws, or any of them, may be altered, amended or repealed,
or new By-Laws may be adopted by (1) a Majority Shareholder Vote or (b) by the
Trustees, provided, however, that no By-Law may be amended, adopted or repealed
by the Trustees if such amendment, adoption or repeal requires, pursuant to law,
the Declaration of these By-Laws, a vote of the Shareholders.
End of By-Laws
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