Sub-Item 77Q1(a)
DRESDNER RCM GLOBAL STRATEGIC INCOME FUND, INC.
(Formerly known as Kleinwort Benson Australian Income Fund, Inc.)
BY-LAWS
(as Amended and Restated)
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
Corpo
ration 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 o
ther 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. The Secretary shall inform such stoc
ecretary shall give notice stating the purposes of the meeting as required
in this Article and By-law to all stockholders entitled to notice of such
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 ad
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.
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 rec
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 pr
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 authoriz
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 of by the Articles of Incorporation or by these By-Laws.
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
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 meetings, or if he is not present, an Assistant Secretary shall so
act; if neither the Secretary nor the Assistant Secretary is present, t
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 decid
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 s
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 C
eting 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
r 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 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 requ
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 determina
cially 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 suc
ckholder 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 s
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 nomin
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 Notic
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.
(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 may be determined from
time to time 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 numb
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.
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 eithe
e 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
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
utive 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
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 otherw
tee, 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 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 interested
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
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 disc
uch 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 e
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.
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 neglige
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
repr
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
n 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
ate in the place of the one so lost, stolen or destroyed.
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 tha
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,
rd 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.
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