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Exhibit 2.a.
DRESDNER RCM GLOBAL STRATEGIC INCOME FUND, INC.
(Formerly known as Kleinwort Benson Australian Income Fund, Inc.)
BY-LAWS
(as Amended and Restated)
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DRESDNER RCM GLOBAL STRATEGIC INCOME FUND, INC.
AMENDED AND RESTATED BY-LAWS
ARTICLE I
STOCKHOLDERS
Section 1. PLACE OF MEETING. All meetings of the stockholders shall be
held at the principal office of the Corporation in the State of Maryland or at
such other place within the United States as may from time to time be designated
by the Board of Directors and stated in the notice of such meeting.
Section 2. ANNUAL MEETINGS. The annual meeting of the stockholders of
the Corporation shall be held in the month of October of each year on such date
and at such hour as may from time to time be designated by the Board of
Directors and stated in the notice of such meeting, for the purpose of electing
directors for the ensuing year and for the transaction of such other business as
may properly be brought before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board, the
President, or a majority of the Board of Directors, and shall be called by the
Secretary upon receipt of the request in writing signed by stockholders holding
not less than a majority of the common stock issued and outstanding and entitled
to vote thereat. Such request shall state the purpose or purposes of the
proposed meeting and the matters proposed to be acted on at it as required in
this Article and By-law to all stockholders entitled to notice of such meeting.
Notwithstanding any other provision herein to the contrary, the Board of
Directors has the sole power to fix the record date for determining stockholders
entitled to request a special meeting of stockholders; the record date for
determining stockholders entitled to notice of an to vote at the special
meeting; and the date, time and place of the special meeting.
Section 4. NOTICE OF MEETINGS OF STOCKHOLDERS. Not less than ten days'
and not more than ninety days' written or printed notice of every meeting of
stockholders, stating the time and place thereof (and the general nature of the
business proposed to be transacted at any special or extraordinary meeting),
shall be given to each stockholder entitled to vote thereat by leaving the same
with such stockholder or at such stockholder's residence or usual place of
business or by mailing it, postage prepaid, and addressed to such stockholder at
such stockholder's address as it appears upon the books of the Corporation. If
mailed, notice shall be deemed to be given when deposited in the United States
mail addressed to the stockholder as aforesaid.
No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
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Section 5. RECORD DATES. The Board of Directors may fix, in advance, a
date not exceeding sixty days preceding the date of any meeting of stockholders,
any dividend payment date or any date for the allotment of rights, as a record
date for the determination of the stockholders entitled to notice of and to vote
at such meeting or entitled to receive such dividends or rights, as the case may
be; and only stockholders of record on such date shall be entitled to notice of
and to vote at such meeting or to receive such dividends or rights, as the case
may be. In case of a meeting of stockholders, such date shall not be less than
ten days prior to the date fixed for such meeting.
Section 6. QUORUM, ADJOURNMENT OF MEETINGS. The presence in person or
by proxy of the holders of record of one-third of the shares of the common stock
of the Corporation issued and outstanding and entitled to vote thereat shall
constitute a quorum at all meetings of the stockholders except as otherwise
provided in the Articles of Incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the holders of a
majority of the stock present in person or by proxy shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until the requisite amount of stock entitled to vote at such meeting
shall be present. At such adjourned meeting at which the requisite amount of
stock entitled to vote thereat shall be represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 7. VOTING AND INSPECTORS. At all meetings, stockholders of
record entitled to vote thereat shall have one vote for each share of common
stock standing in his name on the books of the Corporation (and such
stockholders of record holding fractional shares, if any, shall have
proportionate voting rights) on the date for the determination of stockholders
entitled to vote at such meeting, either in person or by proxy appointed by
instrument in writing subscribed by such stockholder or his duly authorized
attorney.
All elections shall be had and all questions decided by a majority of
the votes cast at a duly constituted meeting, except as otherwise provided by
statue or by the Articles of Incorporation or by these By-Laws. Notwithstanding
the immediately preceding provision, the removal of any Director, which may only
be for cause, shall be by the affirmative vote of at least two-thirds of all the
votes entitled to be cast by the stockholders generally in the election of
Directors.
At any election of Directors, the Chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the stock entitled to vote at
such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of Director shall be appointed such
Inspector.
Section 8. CONDUCT OF STOCKHOLDERS' MEETINGS. The meetings of
the stockholders shall be presided over by the Chairman of the Board, or if he
is not present, by the President, or if he is not present, by a Vice President,
or if none of them is present, by a Chairman to be elected at the meeting. The
Secretary of Corporation, if present, shall act as a Secretary of such
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meetings, or if he is not present, an Assistant Secretary shall so act; if
neither the Secretary nor the Assistant Secretary is present, then the meeting
shall elect its Secretary.
Section 9. CONCERNING VALIDITY OF PROXIES, BALLOTS, ETC. At every
meeting of the stockholders, all proxies shall be received and taken in charge
of and all ballots shall be received and canvassed by the Secretary of the
meeting, who shall decide all questions touching the qualification of voters,
the validity of the proxies and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed by the Chairman of the meeting,
in which event such inspectors of election shall decide all such questions.
Section 10. ACTION WITHOUT MEETING. Any action to be taken by
stockholders may be taken without meeting if (1) all stockholders entitled to
vote on the matter consent to the action in writing, (2) all stockholders
entitled to notice of the meeting but not entitled to vote at it sign a written
waiver of any right to dissent and (3) said consents and waivers are filed with
the records of the meetings of stockholders. Such consent shall be treated for
all purposes as a vote at the meeting.
Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND
OTHER STOCKHOLDER PROPOSALS.
(a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be brought
properly before such meeting in compliance with procedures set forth in this
section 11.
(b) For any matter to be properly before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
11(b) by a stockholder of record or a stockholder (a "Nominee Holder") that
holds voting securities entitled to vote at meetings of stockholders through a
nominee or "street name" holder of record and can demonstrate to the Corporation
such indirect ownership and such Nominee Holder's entitlement to vote such
securities. In addition to any other requirements under applicable law and the
Certificate of Incorporation and By-Laws of the Corporation, persons nominated
by stockholders shall be properly brought before the meeting only if written
notice of any such matter to be presented by a stockholder at such meeting of
stockholders (the "Stockholder Notice") shall be delivered to the Secretary of
the Corporation at the principal executive office of the Corporation not less
than 90 nor more than 120 days prior to the first anniversary date of the
Corporation's annual meeting for the preceding year; PROVIDED, HOWEVER, if and
only if the annual meeting is not scheduled to be held within a period that
commences 30 days before such anniversary date and ends 30 days after such
anniversary date (an annual meeting date outside such period being referred to
herein as an "Other Annual Meeting Date"), such Stockholder Notice shall be
given in the manner provided herein by the later of the close of business on (i)
the date 90 days prior to such Other Annual Meeting Date or (ii) the 10th day
following the date such Other Annual Meeting Date is first publicly announced or
disclosed. Any stockholder desiring to nominate any person or persons (as the
case may be) for election as a director or directors of the Corporation shall
deliver, as part of such Stockholder Notice: (i) a statement in writing
setting forth (A) the name of
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the person or persons to be nominated, (B) the number and class of all shares of
each class of stock of the Corporation owned of record and beneficially by each
such person, as reported to such stockholder by such nominee(s), (C) the
information regarding each such person required by paragraph (b) of Item 22 of
rule 14a-101 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation or rule subsequently adopted by the
Securities and Exchange Commission applicable to the Corporation), (D) whether
such stockholder believes any nominee will be an "interested person" of the
Corporation (as defined in the Investment Company Act of 1940, as amended) and,
if not an "interested person", information regarding each nominee that will be
sufficient for the Corporation to make such determination, and (E) the number
and class of all shares of each class of stock of the Corporation owned of
record and beneficially by such stockholder; (ii) each such person's signed
consent to serve as a director of the Corporation if elected (iii) such
stockholder's name and address; and, (iv) in the case of a Nominee Holder,
evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of stockholders. Any stockholder
who gives a Stockholder Notice of any matter proposed to be brought before the
meeting (not involving nominees for director) shall deliver, as part of such
Stockholder Notice, the text of the proposal to be presented; a brief written
statement of the reasons why such stockholder favors the proposal; such
stockholder's name and address; the number and class of all shares of each class
of stock of the Corporation owned of record and beneficially by such
stockholder; if applicable, any material interest of such stockholder in the
matter proposed (other than as a stockholder); and, in the case of a Nominee
Holder's indirect ownership of, and entitlement to vote, securities at the
meeting of stockholders. As used herein, shares "beneficially owned" shall mean
all shares that such person is deemed to beneficially own pursuant to Rules
13d-3 and 13d-5 under the Exchange Act.
Notwithstanding anything in this Section 11(b) to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Corporation is increased and either all of the nominees for director or the
size of the increased Board of Directors are not publicly announced or disclosed
by the Corporation at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a Stockholder Notice shall also be considered
timely hereunder, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later than
the close of business on the 10th day following the first date all of such
nominees or the size of the increased Board of Directors shall have been
publicly announced or disclosed.
(c) Only such matters shall be properly brought before a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. In the event the corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any stockholder may nominate a person or
persons (as the case may be), for election to such position(s) as specified in
the Corporation's notice of meeting, if the Stockholder Notice required by
Section 11(b) hereof shall be delivered to the Secretary of the Corporation at
the principal executive office of the Corporation not later than the close of
business on the 10th day following the day on which the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting is publicly announced or disclosed.
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(d) For purposes of this Section 11, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual meeting, or any
announcement thereof, commence a new period for the giving of notice as provided
in this Section 11. This Section 11 shall not apply to stockholder proposals
made pursuant to Rule 14a-8 under the Exchange Act.
(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 11 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.
ARTICLE II
BOARD OF DIRECTORS
Section 1. NUMBER AND TENURE OF OFFICE. The business and affairs of the
Corporation shall be conducted and managed by a Board of Directors of not less
than three nor more than fourteen Directors, as shall be determined from time to
time only by vote of a majority of the Directors then in office. The Board of
Directors shall be divided into three classes (Class I, Class II and Class III)
serving staggered three year terms, with each class to be nearly equal in number
as possible.
Section 2. VACANCIES. In the case of any vacancy in the Board of
Directors through death, resignation, removal or other cause, other than an
increase in the number of Directors, only a majority of the remaining Directors,
although a majority is less than a quorum, by an affirmative vote, may elect a
successor to hold office until the remainder of the full term of the class of
Directors in which the vacancy occurred and until a successor is elected and
qualifies.
Section 3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS. The Board of
Directors only, by the vote of a majority of the entire Board, may increase the
number of Directors and may elect Directors to fill the vacancies created by any
such increase in the number of Directors until the remainder of the full term of
the class of Directors in which the vacancy occurred and until a successor is
elected and qualifies. The Board of Directors, by the vote of a majority of the
entire Board may likewise decrease the number of Directors to a number not less
than three.
Section 4. PLACE OF MEETING. The Directors may hold their meetings,
have one or more offices, and keep the books of the Corporation, outside the
State of Maryland, and within or without the United States of America, and any
office or offices of the Corporation or at any other place as they may from time
to time by resolution determine, or in the case of meetings, as they may from
time to time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
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Section 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and on such notice as the Directors may from time to
time determine.
The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of the stockholders for the election of
Directors.
Section 6. SPECIAL MEETINGS; WAIVER OF NOTICE. Special meetings of the
Board of Directors may be held from time to time upon call of the Chairman of
the Board, the President, the Secretary or two or more of the Directors, by oral
or telegraphic or written notice duly served on or sent or mailed to each
Director not less than one day before such meeting. No notice need be given to
any Director who attends in person or to any Director who, in writing executed
and filed with the records of the meeting either before or after the holding
thereof, waives such notice. Such notice or waiver of notice need not state the
purpose or purposes of such meeting.
Section 7. QUORUM. One-third of the Directors then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Directors. If at any meeting of the Board
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall have been obtained.
The act of the majority of the Directors present at any meeting at which there
is a quorum shall be the act of the Directors, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation or by these
By-Laws.
Section 8. EXECUTIVE COMMITTEE. The Board of Directors may, by the
affirmative vote of a majority of the whole Board, appoint from the Directors an
Executive Committee to consist of such number of Directors (not less than three)
as the Board may from time to time determine. The Chairman of the Committee
shall be elected by the Board of Directors. The Board of Directors by such
affirmative vote shall have power at any time to change the members of such
Committee and may fill vacancies in the Committee by election from the
Directors. When the Board of Directors is not in session, to the extent
permitted by law the Executive Committee shall have and may exercise any or all
of the powers of the Board of Directors in the management of the business and
affairs of the Corporation. The Executive Committee may fix its own rules of
procedure, and may meet when and as provided by such rules or by resolution of
the Board of Directors, but in every case the presence of a majority shall be
necessary to constitute a quorum. During the absence of a member of the
Executive Committee, the remaining members may appoint a member of the Board of
Directors to act in his place.
Section 9. OTHER COMMITTEES. The Board of Directors, by the
affirmative vote of a majority of the whole Board, may appoint from the
Directors other committees which shall in each case consist of such number of
Directors (not less than two) and shall have and may exercise such powers as the
Board may determine in the resolution appointing them. A majority of all the
members of any such committee may determine its action and fix the time and
place of its meetings, unless the Board of Directors shall otherwise provide.
The Board of Directors shall have power at any time to change the members and
powers of any such committee, to fill vacancies and to discharge any such
committee.
Section 10. TELEPHONE MEETINGS. Members of the Board of Directors or a
committee of the Board of Directors may participate in a meeting by means of a
conference telephone or
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similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
constitutes presence in person at the meeting.
Section 11. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting, if a written consent to such action is signed by
all members of the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board or
such committee.
Section 12. COMPENSATION OF DIRECTORS. No Director shall receive any
stated salary or fees from the Corporation for his services as such if such
Director is, otherwise than by reason of being such Director, an affiliated
person (as such term is defined by the Investment Company Act of 1940) of the
Corporation or of its investment adviser, administrator or principal
underwriter. Except as provided in the preceding sentence, Directors shall be
entitled to receive such compensation from the Corporation for their services as
may from time to time be voted by the Board of Directors.
ARTICLE III
OFFICES
Section 1. EXECUTIVE OFFICERS. The executive officers of the
Corporation shall be chosen by the Board as soon as may be practicable after the
annual meeting of the stockholders. These may include a Chairman of the Board of
Directors (who shall be a Director) and shall include a President (who shall be
a Director), one or more Vice Presidents (the number thereof to be determined by
the Board of Directors), a Secretary and a Treasurer. The Board of Directors or
the Executive Committee may also in its discretion appoint Assistant
Secretaries, Assistant Treasurers and other officers, agents and employees, who
shall have such authority and perform such duties as the Board or the Executive
Committee may determine. The Board of Directors may fill any vacancy which may
occur in any office. Any two offices, except those of President and Vice
President, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law or these By-Laws to be executed, acknowledged or
verified by two or more officers.
Section 2. TERM OF OFFICE. The term of office of all officers shall be
one year and until their respective successors are chosen and qualified. Any
officer may be removed from office at any time with or without cause by the vote
of a majority of the whole Board of Directors. Any officer may resign his office
at any time by delivering a written resignation to the Board of Directors, the
President, the Secretary, or any Assistant Secretary, unless otherwise specified
therein, such resignation shall take effect upon delivery.
Section 3. POWERS AND DUTIES. The officers of the Corporation shall
have such powers and duties as generally pertain to their respective offices, as
well as such powers and duties as may from time to time be conferred by the
Board of Directors or the Executive Committee.
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Section 4. SURETY BONDS. The Board of Directors may require any officer
or agent of the Corporation to execute a bond (including, without limitations,
any bond required by the Investment Company Act of 1940, as amended, and the
rules and regulations of the Securities and Exchange Commission) to the
Corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his duties
to the Corporation, including responsibility for negligence and for the
accounting of any of the Corporation's property, fund or securities that may
come into his hands.
ARTICLE IV
CAPITAL STOCK
Section 1. CERTIFICATES FOR SHARES. Each stockholder of the Corporation
shall be entitled to a certificate or certificates for the full shares of stock
of the Corporation owned by him in such form as the Board may from time to time
prescribe.
Section 2. TRANSFER OF SHARES. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of shares, duly
endorsed or accompanied by proper instruments of assignment and transfer, with
such proof of the authenticity of the signature as the Corporation or its agents
may reasonably require; in the case of shares not represented by certificates,
the same or similar requirements may be imposed by the Board of Directors.
Section 3. STOCK LEDGERS. The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the number of shares
held by them respectively, shall be kept at the principal offices of the
Corporation or, if the Corporation employs a Transfer Agent, at the offices of
the Transfer Agent of the Corporation.
Section 4. TRANSFER AGENT AND REGISTRARS. The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of capital stock thereafter issued
shall be countersigned by one of such transfer agents or by one of such
registrars of transfers or by both and shall not be valid unless so cosigned. If
the same person shall be both transfer agent and registrar, only one
countersignature by such person shall be required.
Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors or the Executive Committee may determine the conditions upon which a
new certificate of stock of the Corporation of any class may be issued in place
of a certificate which is alleged to have been lost, stolen or destroyed, and
may, in its discretion, require the owner of such certificates or such owner's
legal representative to give bond, with sufficient surety, to the Corporation
and each Transfer Agent, if any, to indemnify it and each such Transfer Agent
against any and all loss or claims which may arise by reason of the issue of a
new certificate in the place of the one so lost, stolen or destroyed.
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ARTICLE V
CORPORATE SEAL
The Board of Directors may provide for a suitable corporate seal, in
such form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR AND ACCOUNTANT
Section 1. FISCAL YEAR. The fiscal year of the Corporation shall,
unless otherwise ordered by the Board of Directors, begin on the first day of
November and shall end on the last day of October in each year commencing in
1987.
Section 2. ACCOUNTANT. The Corporation shall employ an independent
public accountant or a firm of independent public accountant as its Accountants
to examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The employment of the Accountant shall be
conditioned upon the right of the Corporation to terminate the employment
forthwith without any penalty by vote of a majority of the outstanding voting
securities at any stockholders' meeting called for that purpose.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify directors, officers, employees and
agents of the Corporation against judgments, fines, settlements and expenses to
the fullest extent authorized and in the manner permitted, by applicable federal
and state law.
ARTICLE VIII
CUSTODIAN
Section 1. DESIGNATION OF CUSTODIAN, SUBCUSTODIANS. The Corporation
shall have as custodian or custodians one or more trust companies or banks of
good standing, each having a capital, surplus and undivided profits aggregating
not less than fifty million dollars ($50,000,000), and, to the extent required
by the Investment Company Act of 1940, the funds and securities held by the
Corporation shall be kept in the custody of one or more such custodians,
provided that the Corporation may use as subcustodians, for the purpose of
holding any foreign securities
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and related funds of the Corporation, such foreign banks as the Board of
Directors may approve and as shall be permitted by law.
Section 2. TERMINATION OF CUSTODIAN. The Corporation shall upon the
resignation or inability to serve of its custodian or upon change of the
custodian:
(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor custodian;
(ii) require that the cash and securities owned by the Corporation
be delivered directly to the successor custodian; and
(iii) in the event that no successor custodian can be found, submit
to the stockholders before permitting delivery of the cash and
securities owned by the corporation otherwise than to the
successor custodian, the question whether or not this
Corporation shall be liquidated or shall function without a
custodian.
ARTICLE IX
AMENDMENT OF BY-LAWS
The Board of Directors shall have the exclusive power to make, alter
and repeal these By-laws.
