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Exhibit (B)(ii)
Prudential Natural Resources Fund, Inc.
By-Laws
ARTICLE I.
Stockholders
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Section 1. Place of Meeting. All meetings of the stockholders shall be held at
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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
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Corporation shall be held in the month of September 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 business as may
properly be brought before the meeting; provided, however, that an annual
meeting of stockholders is not required to be held in any year in which the
election of directors is not required to be acted upon by stockholders pursuant
to the Investment Company Act of 1940.
Section 3. Meetings. Meetings of the stockholders for any purpose or purposes
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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 25% 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 stockholders of the reasonably estimated costs of preparing and
mailing such notice of meeting and upon payment to the Corporation of such
costs, the Secretary shall give notice stating the purpose or purposes of the
meeting as required in this Article and by-law to all stockholders entitled to
notice of such meeting. No meeting need be called upon the request of the
holders of shares entitled to cast less than a majority of all votes entitled to
be cast at such
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meeting to consider any matter which is substantially the same as a matter voted
upon at any meeting of stockholders held during the preceding twelve months.
Section 4. Notice of Meetings of Stockholders. Not less than ten days' and not
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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 thereat, 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.
Section 5. Record Dates. The Board of Directors may fix, in advance, a date
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not exceeding ninety 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 the 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
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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
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majority of the stock present in person or by proxy shall have the power to
adjourn the meeting from time to time, without notice other than announcement of
the meeting, until stockholders owning the requisite amount of stock entitled to
vote at such meeting shall be present. At such adjourned meeting at which
stockholders owning the requisite amount of stock entitled to vote thereat shall
be represented, any business may be transacted at the meeting as originally
notified.
Section 7. Voting and Inspectors. At all meetings, stockholders of record
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entitled to vote thereat shall have one vote for each share of common stock
standing in his/her 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. A stockholder may sign a writing
authorizing another person to act as proxy. Signing may be accomplished by the
stockholder or the stockholder's authorized agent signing the writing or causing
the stockholder's signature to be affixed to the writing by any reasonable
means, including facsimile signature. A stockholder may authorize another person
to act as proxy by transmitting, or authorizing the transmission of, a telegram,
cablegram, datagrarm, 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.
Section 8. Conduct of Stockholders' Meetings. The meetings of the stockholders
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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 the
Corporation, if present, shall act as 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, then the meeting shall elect its Secretary.
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Section 9. Concerning Validity of Proxies, Ballots. etc. At every meeting of
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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 concerning 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.
ARTICLE II.
Board of Directors
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Section 1. Number and Tenure of Office. The business and affairs of the
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Corporation shall be conducted and managed by a Board of Directors of not less
than three nor more than twelve directors, as may be determined from time to
time by vote of a majority of the directors then in office, provided that if
there is no stock outstanding the number of directors may be less than three but
not less than one. Directors need not be stockholders.
Section 2. Vacancies. In case of any vacancy in the Board of Directors through
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death, resignation or other cause, other than an increase in the number of
directors, 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 next meeting of stockholders or until his successor is chosen and
qualifies.
Section 3. Increase or Decrease in Number of Directors. The Board of
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Directors, 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 next meeting of stockholders
or until their successors are duly chosen and qualified. 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
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or more offices, and keep the books of the Corporation, outside the State of
Maryland, at 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
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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
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be held at such time and on such notice as the directors may from time to time
determine.
Section 6. Special Meetings. Special meetings of the Board of Directors may be
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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
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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
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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
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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
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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
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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 unless
otherwise provided by the Investment Company Act of 1940.
Section 11. Action Without a Meeting. Any action required or permitted to be
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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, unless otherwise provided by the Investment Company Act of 1940.
Section 12. Compensation of Directors. No director shall receive any stated
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salary or fees from the Corporation for his services as such if such director
is, other 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
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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.
Section 13. Removal of Directors. No director shall continue to hold office
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after the holders of record of not less than two-thirds of the Corporation's
outstanding common stock of all series have declared that that director be
removed from office either by declaration in writing filed with the
Corporation's Secretary or by votes cast in person or by proxy at a meeting
called for the purpose. The directors shall promptly call a meeting of
stockholders for the purpose of voting upon the question of removal of any
director or directors when requested in writing to do so by the record holders
of not less than 10 percent of the Corporation's outstanding common stock of all
series.
ARTICLE III.
Officers
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Section 1. Executive Officers. The executive officers of the Corporation shall
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be chosen by the Board of Directors. 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
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year and until their respective successors are chosen and qualified. Any officer
may be removed from
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office at any time with or without cause by the vote of a majority of the whole
Board of Directors.
Section 3. Powers and Duties. The officers of the Corporation shall have such
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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.
ARTICLE IV.
Capital Stock
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Section 1. Certificates for Shares. Each stockholder of the Corporation shall
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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 from time to time prescribe.
Section 2. Transfer of Shares. Shares of the Corporation shall be transferable
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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
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names and addresses of the stockholders and the number of shares held by them
respectively, shall be kept at the principal office of the Corporation or, if
the Corporation employs a Transfer Agent, at the office of the Transfer Agent of
the Corporation.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors or
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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 certificate or such owner's legal
representative to give bond, with sufficient surety, to the Corporation and each
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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.
ARTICLE V.
Corporate Seal
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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
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The fiscal year of the Corporation shall begin on the first day of June and
shall end on the last day of May in each year.
ARTICLE VII.
Indemnification
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Directors, officers, employees and agents of the Corporation shall not be
liable to the Corporation, any stockholder, officer, director, employee or other
person for any action or failure to act except for willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of their office. 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. The Corporation may purchase insurance to
protect itself and its directors, officers, employees and agents against
judgments, fines, settlements and expenses to the fullest extent authorized and
in the manner permitted by applicable federal and state law. Nothing contained
in this Article VII shall be construed to indemnify directors, officers,
employees and agents of the Corporation against, nor to permit the Corporation
to purchase insurance that purports to protect against, any liability to the
Corporation or any stockholder, officer, director, employee, agent or other
person to whom he or she would otherwise be subject by reason of willful
misfeasance, bad
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faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office.
ARTICLE VIII.
Custodian
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Section 1. 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 such custodian or custodians can be found ready and
willing to act, and further provided that the Corporation may use as
subcustodians, for the purpose of holding any foreign securities 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. 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 a successor custodian, the question whether
or not this Corporation shall be liquidated or shall function without a
custodian.
ARTICLE IX.
Amendment of By-Laws
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The By-Laws of the Corporation may be altered, amended, added to or repealed
by the stockholders or by majority vote of the entire Board of Directors; but
any such alteration,
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amendment, addition or repeal of the By-Laws by action of the Board of Directors
may be altered or repealed by stockholders.
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