Filed electronically with the Securities and Exchange Commission
on September 29, 1998
File No. 811-05304
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 6
Scudder Spain and Portugal Fund, Inc.
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(Exact name of Registrant as Specified in Charter)
Two International Place, Boston, MA 02110-4103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 295-2567
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Kathryn L. Quirk
Scudder Kemper Investments, Inc.
345 Park Avenue, New York, NY 10154
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(Name and Address of Agent for Service)
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Part C
Registrant's Amended and Restated By-Laws, as adopted July 23, 1998, by the
Registrant's Board of Directors are filed herewith as Exhibit 2 (b)
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BYLAWS
OF
SCUDDER SPAIN AND PORTUGAL FUND, INC.
(A MARYLAND CORPORATION)
Amended and Restated
as of July 23, 1998
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C> <C>
ARTICLE I. NAME OF CORPORATION, LOCATION OF
OFFICES AND SEAL........................................................... 1
1. Name........................................................................... 1
2. Principal Offices.............................................................. 1
3. Seal........................................................................... 1
ARTICLE II. STOCKHOLDERS............................................................... 1
1. Place of Meeting............................................................... 1
2. Annual Meetings................................................................ 1
3. Special Meetings............................................................... 2
4. Notice of Meetings............................................................. 2
5. Quorum and Adjournment of Meetings............................................. 3
6. Voting and Inspectors.......................................................... 3
7. Stockholders Entitled to Vote.................................................. 4
8. Validity of Proxies and Ballots................................................ 4
9. Conduct of Stockholders' Meetings.............................................. 5
10. Action Without Meeting......................................................... 5
11. Notices Required for Election of Directors..................................... 5
12. Distribution of Financial Statements........................................... 6
13. Proposals of Stockholders...................................................... 6
ARTICLE III. BOARD OF DIRECTORS......................................................... 8
1. Powers......................................................................... 8
2. Number of Directors............................................................ 8
3. Election and Tenure of Directors............................................... 8
4. Vacancies and Newly Created Directorships...................................... 9
5. Removal........................................................................ 9
6. Place of Meeting............................................................... 9
7. Annual and Regular Meetings.................................................... 10
8. Special Meetings............................................................... 10
9. Waiver of Notice............................................................... 10
10. Quorum and Voting.............................................................. 11
11. Action Without a Meeting....................................................... 11
12. Compensation of Directors...................................................... 11
13. Voting on Contracts............................................................ 11
ARTICLE IV. COMMITTEES................................................................. 11
1. Organization................................................................... 11
2. Proceedings and Quorum......................................................... 12
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ARTICLE V. OFFICERS................................................................... 12
1. General........................................................................ 12
2. Election, Tenure and Qualifications............................................ 13
3. Removal and Resignation........................................................ 13
4. President...................................................................... 13
5. Vice President................................................................. 14
6. Treasurer and Assistant Treasurers............................................. 14
7. Secretary and Assistant Secretaries............................................ 14
8. Subordinate Officers........................................................... 15
9. Remuneration................................................................... 15
10. Surety Bonds................................................................... 15
ARTICLE VI. CAPITAL STOCK.............................................................. 16
1. Certificates of Stock.......................................................... 16
2. Transfer of Shares............................................................. 16
3. Registered Holder.............................................................. 16
4. Stock Ledgers.................................................................. 17
5. Transfer Agents and Registrars................................................. 17
6. Fixing of Record Date.......................................................... 17
7. Lost, Stolen or Destroyed Certificates......................................... 17
8. Payments Prior to Calls........................................................ 18
9. One-time Redemption Right...................................................... 18
ARTICLE VII. FISCAL YEAR AND ACCOUNTANT................................................. 18
1. Fiscal Year.................................................................... 18
2. Accountant..................................................................... 18
ARTICLE VIII. CUSTODY OF SECURITIES...................................................... 19
1. Employment of a Custodian...................................................... 19
2. Termination of Custodian Agreement............................................. 19
ARTICLE IX. INDEMNIFICATION............................................................ 19
1. Indemnification of Officers, Directors, Employees and Agents................... 19
ARTICLE X. AMENDMENTS................................................................. 21
1. General........................................................................ 21
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ARTICLE XI. MISCELLANEOUS.............................................................. 22
1. Waiver of Notice............................................................... 22
2. Gender......................................................................... 22
</TABLE>
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ARTICLE I
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NAME OF CORPORATION, LOCATION
OF OFFICES AND SEAL
Section 1. Name. The name of the Corporation is Scudder Spain and
Portugal Fund, Inc.
Section 2. Principal Offices. The principal office of the Corporation
in the State of Maryland shall be located in Baltimore, Maryland. The
Corporation may, in addition, establish and maintain such other offices and
places of business as the Board of Directors may, from time to time, determine.
Section 3. Seal. The corporate seal of the Corporation shall be
circular in form and shall bear the name of the Corporation, the year of its
incorporation, and the word "Maryland." The form of the seal shall be subject to
alteration by the Board of Directors and the seal may be used by causing it or a
facsimile to be impressed or affixed or printed or otherwise reproduced. Any
officer or Director of the Corporation shall have authority to affix the
corporate seal of the Corporation to any document requiring the same.
ARTICLE II
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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. Annual Meetings of stockholders shall be
held as required and for the purposes prescribed by the Investment Company Act
of 1940 and the laws of the State of Maryland. Such annual meetings shall be
held in the month of September of each year on such date and at such hour as may
from time to time to be
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designated by the Board of Directors and stated in the notice of such meeting,
for the transaction of such business as may properly be brought before the
meeting; and
Section 3. Special Meetings. Special meeting of stockholders may be
called at any time by the President or a majority of the Board of Directors and
shall be held at such time and place as may be stated in the notice of the
meeting.
Special meeting of the stockholders shall be called by the Secretary
upon receipt of the written request of the holders of shares entitled to not
less than 50% of all the votes entitled to be cast at such meeting, provided
that (1) such request shall state the purposes of such meeting and the matters
proposed to be acted on, and (2) the stockholders requesting such meeting shall
have paid to the Corporation the reasonably estimated cost of preparing and
mailing the notice thereof, which the Secretary shall determine and specify to
such stockholders. No special meeting shall be called upon the request of
stockholders to consider any matter which is substantially the same as a matter
voted upon at any special meeting of the stockholders held during the preceding
12 months, unless requested by the holders of a majority of all shares entitled
to be voted at such meeting.
Section 4. Notice of Meetings. The Secretary shall cause written or
printed notice of the place, date and hour, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, to be given,
not less than 10 and not more than 90 days before the date of the meeting, to
each stockholder entitled to vote at, or entitled to notice of, such meeting 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 his address as it appears on the records of the Corporation at
the time of such mailing. If mailed, notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder as aforesaid.
Notice of any stockholders' meeting need not be given to any stockholder who
shall sign a written waiver of such notice either before or after the time of
such meeting, which waiver shall be filed with the records of such meeting, or
to any stockholder who is present at
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such meeting in person or by proxy. Notice of adjournment of a stockholders'
meeting to another time or place need not be given if such time and place are
announced at the meeting. Irregularities in the notice of any meeting to, or the
non-receipt of any such notice by, any of the stockholders shall not invalidate
any action otherwise properly taken by or at any such meeting.
Section 5. Quorum and Adjournment of Meetings. The presence at any
stockholders' meeting, in person or by proxy, of stockholders entitled to cast a
majority of the votes entitled to be cast shall be necessary and sufficient to
constitute a quorum for the transaction of business. In the absence of a quorum,
the holders of a majority of shares entitled to vote at the meeting and present
in person or by proxy, or, if no stockholder entitled to vote is present in
person or by proxy, any officer present entitled to preside or act as Secretary
of such meeting may adjourn the meeting without determining the date of the new
meeting or, from time to time, without further notice to a date not more than
120 days after the original record date. Any business that might have been
transacted at the meeting originally called may be transacted at any such
adjourned meeting at which a quorum is present.
Section 6. Voting and Inspectors. At each stockholders' meeting, each
stockholder entitled to vote thereat shall be entitled to one vote for each
share of stock of the Corporation validly issued and outstanding and standing in
his name on the books of the Corporation on the record date fixed in accordance
with Section 6 of Article VI hereof (and each stockholder of record holding
fractional shares, if any, shall have proportionate voting rights), either in
person or by proxy appointed by instrument in writing subscribed by such
stockholder or his duly authorized attorney. Except as otherwise specifically
provided in the Articles of Incorporation or these Bylaws or as required by
provisions of the Investment Company Act of 1940, as amended, from time to time,
all matters shall be decided by a vote of the majority of the votes validly cast
at a meeting at which a quorum is present. The vote upon any question shall be
by ballot whenever requested by a person
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entitled to vote, but, unless such a request is made, voting may be conducted in
any way approved by the meeting.
At any election of Directors, the Chairman of the meeting may, and upon
the request of the holders of 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 7. Stockholders Entitled to Vote. If the Board of Directors
sets a record date for the determination of stockholders entitled to notice of
or to vote at any stockholders' meeting in accordance with Section 6 of Article
VI hereof, each stockholder of the Corporation shall be entitled to vote, in
person or by proxy, each share of stock standing in his name on the books of the
Corporation on such record date. If no record date has been fixed, the record
date for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall be the later of the close of business on the day
on which notice of the meeting is mailed or the thirtieth day before the
meeting, or, if notice is waived by all stockholders, at the close of business
on the tenth day next preceding the day on which the meeting is held.
Section 8. Validity of Proxies and Ballots. The right to vote by proxy
shall exist only if the instrument authorizing such proxy to act shall have been
signed by the stockholder or by his duly authorized attorney. The Corporation
may execute a form of proxy under the hand of a duly authorized officer. Unless
a proxy provides otherwise, it shall not be valid more than eleven months after
its date. 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 Corporation or the person acting as Secretary of the meeting
before being voted, who shall decide all questions touching the qualification of
voters, the validity of the proxies and the acceptance or rejection of votes,
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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. A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by one of them unless at or prior to exercise of such
proxy the Corporation receives a specific written notice to the contrary from
any one of them. A proxy purporting to be executed by or on behalf of a
stockholder shall be deemed valid unless challenged at or prior to its exercise.
Section 9. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over 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 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,
then the meeting shall elect its Secretary.
Section 10. Action Without Meeting. Any action to be taken by
stockholders may be taken without a 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. Notices Required For Election of Directors. No person shall
be elected or reelected a Director of the Corporation at a meeting of
stockholders unless, not less than seven days before the date appointed for such
meeting, notice executed by a stockholder qualified to vote at such meeting has
been given to the Corporation to propose that person for election or reelection
(the "Notice of Intention") together with a notice executed by that person of
his willingness to be elected or reelected (the "Notice of Willingness").
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Section 12. Distribution of Financial Statements. A copy of the
Corporation's audited financial statements shall be sent to each stockholder at
least 21 days prior to an annual meeting.
Section 13. Proposals of Stockholders. (a) No business proposed by a
stockholder to be considered at an annual meeting of stockholders shall be
considered by the stockholders at that meeting unless no less than sixty days
nor more than ninety days prior to the first anniversary date ("anniversary
date") of the annual meeting for the preceding year, or, with respect to annual
meetings not scheduled to be held within a period that commences thirty days
before the anniversary date and ends thirty days after the anniversary date, by
the later of the close of business on the date sixty days prior to such meeting
or fourteen days following the date such meeting is first publicly announced or
disclosed, the Secretary of the Corporation receives a written notice from the
stockholder proposing that business that sets forth (1) the nature of the
proposed business with reasonable particularity, including the exact text of any
proposal to be presented for adoption, and the reasons for conducting that
business at the annual or special meeting, (2) with respect to each such
stockholder, that stockholder's name and address (as they appear on the records
of the Corporation), business address and telephone number, residence address
and telephone number, and the number of shares of each class of stock of the
Corporation beneficially owned by that stockholder, (3) any interest of the
stockholder in the proposed business, (4) the name or names of each person
nominated by the stockholder to be elected or reelected as a director, if any,
and (5) with respect to each nominee, that nominee's name, business address and
telephone number, and residence address and telephone number, the number of
shares, if any, of each class of stock of the Corporation owned directly and
beneficially by that nominee, and all information relating to that nominee that
is required to be disclosed in solicitations of proxies for elections of
directors, or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended ("Exchange Act") (or any provisions
of law subsequently replacing Regulation 14A), together with a notarized letter
signed by the nominee stating his or her acceptance of the nomination by that
stockholder, stating his or
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her intention to serve as director if elected, and consenting to being named as
a nominee for director in any proxy statement relating to such election.
(b) Only such matters shall be brought before a special meeting of
stockholders as shall have been brought before the special 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 notice from a stockholder required
by Section 13(a) hereof shall be delivered to the Secretary of the Corporation
not later than the close of business fourteen days following the day on which
the date of the special meeting and the nominees proposed by the Board of
Directors to be elected at such meeting are publicly announced or disclosed.
(c) The chairman of the annual or special meeting shall have the power
and duty to determine whether notice of matters proposed to be brought before a
meeting has been duly given in the manner provided by this Section 13. If the
facts warrant, he shall determine and declare to the meeting that business was
not properly brought before the meeting in accordance with the provisions of
this Section 13, and, if he should so determine, he shall so declare to the
meeting that any such business not properly brought before the meeting shall not
be considered or transacted.
(d) Nothing in this Section 13 shall be deemed to alter or amend the
notice requirements set forth in Rule 14a-4(c) under the Exchange Act (or any
provisions of law subsequently replacing Rule 14a-4(c)) in connection with the
conferral of discretionary voting authority at any annual or special meeting of
stockholders. This Section 13 shall not apply to stockholder proposals made
pursuant to Rule 14a-8 under the Exchange Act (or any provisions of law
subsequently replacing Rule 14a-8). The adjournment of an annual or special
meeting, or any announcement thereof, shall not commence a new period for the
giving of notice as provided in this Section 13. The notice requirements of this
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Section 13 are in addition to the required notices for election of directors set
forth in Section 11 of this Article II.
(e) For purposes of this Section 13, a meeting date shall be deemed to
have been "publicly announced or disclosed" if such date is disclosed in a press
release disseminated by the Corporation to a national news service or contained
in a document publicly filed by the Corporation with the Securities and Exchange
Commission.
ARTICLE III
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BOARD OF DIRECTORS
Section 1. Powers. Except as otherwise provided by law, by the Articles
of Incorporation or by these Bylaws, the business and affairs of the Corporation
shall be managed under the direction of, and all the powers of the Corporation
shall be exercised by or under authority of, its Board of Directors.
Section 2. Number of Directors. The Board of Directors shall consist of
not fewer than three nor more than fourteen Directors, as specified by a
resolution of a majority of the entire Board of Directors. The Board of
Directors may elect, but shall not be required to elect, a Chairman of the
Board. Directors need not be stockholders.
Section 3. Election and Tenure of Directors. Commencing with the first
Annual Meeting of Stockholders and thereafter, whenever there shall first be at
least three Directors, the Directors shall be divided into three classes, as
nearly equal in number as possible, with the term of office of the first class
to expire at the first Annual Meeting of Stockholders, the term of office of the
second class to expire at the second Annual Meeting of Stockholders, the term of
office of the third class to expire at the third Annual Meeting of Stockholders.
At each Annual Meeting of Stockholders beginning at the first Annual Meeting,
successors to the class of Directors whose term expires at that Annual
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Meeting shall be elected for a three year term. The provisions of Article SIXTH
of the Articles of Incorporation will govern herein.
Section 4. Vacancies and Newly Created Directorships. If any vacancies
shall occur in the Board of Directors (i) by reason of death, resignation,
removal or otherwise, the remaining Directors shall continue to act, and such
vacancies (if not previously filled by the stockholders) may be filled by a
majority of the remaining Directors, although less than a quorum, and (ii) by
reason of an increase in the authorized number of Directors, such vacancies (if
not previously filled by the stockholders) may be filled only by a majority vote
of the entire Board of Directors; provided, however, that immediately after
filling any such vacancy, at least two-thirds (2/3) of the Directors then
holding office shall have been elected to such office by the stockholders of the
Corporation. In the event that at any time, other than the time preceding the
first annual stockholders' meeting, less than a majority of the Directors of the
Corporation holding office at that time were elected by the stockholders, a
meeting of the stockholders shall be held promptly and in any event within 60
days for the purpose of electing Directors to fill any existing vacancies in the
Board of Directors unless the Securities and Exchange Commission shall by order
extend such period.
Section 5. Removal. At any meeting of stockholders duly called and at
which a quorum is present, the stockholders may, by the affirmative vote of the
holders of at least 80% of the combined voting power of all classes of shares of
capital stock entitled to vote in the Election of Directors remove any Director
or Directors from office, but only for cause, and may elect a successor or
successors to fill any resulting vacancies for the unexpired terms of the
removed Directors.
Section 6. 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, 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
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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 7. Annual and Regular Meetings. The annual meeting of the Board
of Directors for choosing officers and transacting other proper business shall
be held immediately after the annual stockholders' meeting at the place of such
meeting or at such other time and place as the Board may determine. The Board of
Directors, from time to time, may provide by resolution for the holding of
regular meetings and fix their time and place as the Board of Directors may
determine. Notice of such annual and regular meetings need not be in writing,
provided that notice of any change in the time or place of such meetings shall
be communicated promptly to each Director not present at the meeting at which
such change was made, in the manner provided in Section 8 of this Article III
for notice of special meetings. Except with regard to matters for which the vote
of directors cast in person is expressly required by law, members of the Board
of Directors or any committee designated thereby may participate in a meeting of
such Board or committee and in any action taken therein by means of a conference
telephone or similar communications equipment that allows all persons
participating in the meeting to hear each other at the same time.
Section 8. Special Meetings. Special meetings of the Board of Directors
may be held at any time or place and for any purpose when called by the
President, the Secretary or two or more of the Directors. Notice of special
meetings, stating the time and place, shall be communicated to each Director
personally by telephone or transmitted to him by telegraph, telefax, telex,
cable or wireless at least one day before the meeting.
Section 9. Waiver of Notice. No notice of any meeting of the Board of
Directors or a committee of the Board need be given to any Director who is
present at the meeting or who waives notice of such meeting in writing (which
waiver shall be filed with the records of such meeting), either before or after
the time of the meeting.
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Section 10. Quorum and Voting. At all meetings of the Board of
Directors, the presence of a majority of the number of Directors then in office
shall constitute a quorum for the transaction of business. In the absence of a
quorum, a majority of the Directors present may adjourn the meeting, from time
to time, until a quorum shall be present. The action of a majority of the
Directors present at a meeting at which a quorum is present shall be the action
of the Board of Directors, unless the concurrence of a greater proportion is
required for such action by law, by the Articles of Incorporation or by these
Bylaws.
Section 11. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of 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 proceedings of the Board or
committee.
Section 12. Compensation of Directors. Directors shall be entitled to
receive such compensation from the Corporation for their services as may, from
time to time, be determined by resolution of the Board of Directors.
Section 13. Voting on Contracts. No Director shall vote on any contract
or arrangement or other proposal in which he has a material interest.
ARTICLE IV
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COMMITTEES
Section 1. Organization. By resolution adopted by the Board of
Directors, the Board may designate one or more committees, including an
Executive Committee, each composed of one or more Directors. The Chairman of
such committees shall be elected by the Board of Directors. Each member of a
committee shall be a Director and shall hold office in accordance with the
By-Laws of the Fund. The Board of Directors shall have the
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power at any time to change the members of such committees and to fill vacancies
in the committees. The Board may delegate to these committees any of its powers,
except the power to authorize the issuance of stock, declare a dividend or
distribution on stock, recommend to stockholders any action requiring
stockholder approval, amend these Bylaws or approve any merger or share exchange
which does not require stockholder approval. If the Board of Directors has given
general authorization for the issuance of stock providing for or establishing a
method or procedure for determining the maximum number of shares to be issued, a
committee of the Board, in accordance with that general authorization or any
stock option or other plan or program adopted by the Board, may authorize or fix
the terms of stock subject to classification or reclassification and the terms
on which any stock may be issued including all terms and conditions required or
permitted to be established or authorized by the Board of Directors under
Section 3.2 of these By-Laws.
Section 2. Proceedings and Quorum. At all Committee meetings, the
presence of one-third of the number of committee members shall constitute a
quorum for the transaction of business. The action of a majority of the
committee members present when a quorum is present shall be the action of the
Committee. In the event any member of any committee is absent from any meeting,
the members thereof present at the meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in the place of
such absent member.
ARTICLE V
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OFFICERS
Section 1. General. The officers of the Corporation shall be a
President (who shall be a Director), a Secretary and a Treasurer, and may
include one or more Vice Presidents, Assistant Secretaries or Assistant
Treasurers, and such other officers as may be appointed in accordance with the
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provisions of Section 8 of this Article. Any two of the aforesaid offices,
except those of a President and Vice President, may be held by the same person.
Section 2. Election, Tenure and Qualifications. The officers of the
Corporation, except those appointed as provided in Section 8 of this Article V,
shall be elected by the Board of Directors at its first meeting or such meetings
as shall be held prior to its first annual meeting, and thereafter annually at
its annual meeting. If any officers are not chosen at any annual meeting, such
officers may be chosen at any subsequent regular or special meeting of the
Board. Except as otherwise provided in this Article V, each officer chosen by
the Board of Directors shall hold office until the next annual meeting of the
Board of Directors and until his successor shall have been elected and
qualified. Any person may hold one or more offices of the Corporation except the
offices of President and Vice President.
Section 3. Removal and Resignation. Whenever in the judgment of the
Board of Directors the best interest of the Corporation will be served thereby,
any officer may be removed from office by the vote of a majority of the members
of the Board of Directors given at a regular meeting or any special meeting
called for such purpose. 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 4. President. The President shall be the chief executive
officer of the Corporation and he shall preside at all stockholders' meetings.
Subject to the supervision of the Board of Directors, he shall have general
charge of the business, affairs and property of the Corporation and general
supervision over its officers, employees and agents. Except as the Board of
Directors may otherwise order, he may sign in the name and on behalf of the
Corporation all deeds, bonds, contracts or agreements. He shall exercise such
other powers and perform such other duties as, from time to time, may be
assigned to him by the Board of Directors.
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Section 5. Vice President. The Board of Directors may, from time to
time, elect one or more Vice Presidents who shall have such powers and perform
such duties as, from time to time, may be assigned to them by the Board of
Directors or the President. At the request or in the absence or disability of
the President, the Vice President (or, if there are two or more Vice Presidents,
then the senior of the Vice Presidents present and able to act) may perform all
the duties of the President and, when so acting, shall have all the powers of
and be subject to all the restriction upon the President.
Section 6. Treasurer and Assistant Treasurers. The Treasurer shall be
the principal financial and accounting officer of the Corporation and shall have
general charge of the finances and books of account of the Corporation. Except
as otherwise provided by the Board of Directors, he shall have general
supervision of the funds and property of the Corporation and of the performance
by the Custodian of its duties with respect thereto. He shall render to the
Board of Directors, whenever directed by the Board, an account of the financial
condition of the Corporation and of all his transactions as Treasurer; and as
soon as possible after the close of each fiscal year he shall make and submit to
the Board of Directors a like report for such fiscal year. He shall perform all
acts incidental to the Office of Treasurer, subject to the control of the Board
of Directors.
Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer or the Board of Directors may assign, and, in the absence of the
Treasurer, he may perform all the duties of the Treasurer.
Section 7. Secretary and Assistant Secretaries. The Secretary shall
attend to the giving and serving of all notices of the Corporation and shall
record all proceedings of the meetings of the stockholders and Directors in
books to be kept for that purpose. He shall keep in safe custody the seal of the
Corporation, and shall have charge of the records of the Corporation, including
the stock books and such other books and papers as the Board of Directors may
direct and such books, reports, certificates and other documents
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required by law to be kept, all of which shall at all reasonable times be open
to inspection by any Director. He shall perform such other duties as appertain
to his office or as may be required by the Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign, and, in the absence of the
Secretary, he may perform all the duties of the Secretary.
Section 8. Subordinate Officers. The Board of Directors, from time to
time, may appoint such other officers or agents as it may deem advisable, each
of whom shall have such title, hold office for such period, have such authority
and perform such duties as the Board of Directors may determine. The Board of
Directors, from time to time, may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.
Section 9. Remuneration. The salaries or other compensation of the
officers of the Corporation shall be fixed from time to time by resolution of
the Board of Directors, except that the Board of Directors may by resolution
delegate to any person or group of persons the power to fix the salaries or
other compensation of any subordinate officers or agents appointed in accordance
with the provisions of Section 8 of this Article V.
Section 10. Surety Bonds. The Board of Directors may require any
officer or agent of the Corporation to execute a bond (including, without
limitation, 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, funds or securities that may
come into his hands.
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ARTICLE VI
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CAPITAL STOCK
Section 1. Certificates of Stock. The interest of each stockholder of
the Corporation shall be evidenced by certificates for shares of stock in such
form as the Board of Directors may, from time to time, prescribe. No certificate
shall be valid unless it is signed by the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation and sealed with its seal, or bears the
facsimile signatures of such officers and a facsimile of such seal.
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 a certificate or certificates for the same number of shares of
the same class, 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 agent may reasonably require. The shares of stock of the
Corporation may be freely transferred, and all transfers and documents relating
to or affecting the title of any shares of stock of the Corporation will be
registered without payment of any fee by the stockholder, and the Board of
Directors may, from time to time, adopt rules and regulations with reference to
the method of transfer of the shares of stock of the Corporation.
Section 3. Registered Holder. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person
whether or not it shall have express or other notice thereof, except as
expressly provided by statute.
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Section 4. 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 5. Transfer Agents 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
countersigned. If the same person shall be both transfer agent and registrar,
only one countersignature by such person shall be required.
Section 6. Fixing of Record Date. The Board of Directors may fix in
advance a date as a record date for the determination of the stockholders
entitled to notice of or to vote at any stockholders' meeting or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or to be allotted
any other rights or for the purpose of any other lawful action, provided that
(1) such record date shall not exceed 90 days preceding the date on which the
particular action requiring such determination will be taken; (2) the transfer
books shall remain open regardless of the fixing of a record date; (3) in the
case of a meeting of stockholders, the record date shall be at least 10 days
before the date of the meeting; and (4) in the event a dividend or other
distribution is declared, the record date for stockholders entitled to a
dividend or distribution shall be at least 10 days after the date on which the
dividend is declared (declaration date).
Section 7. Lost, Stolen or Destroyed Certificates. Before issuing a new
certificate for stock of the Corporation alleged to have been lost, stolen or
destroyed, the Board of Directors or any officer authorized by the Board may, in
its discretion, require
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the owner of the lost, stolen or destroyed certificate (or his legal
representative) to give the Corporation a bond or other indemnity, in such form
and in such amount as the Board or any such officer may direct and with such
surety or sureties as may be satisfactory to the Board or any such officer,
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 8. Payments Prior to Calls. Any amounts paid up by a
stockholder in advance of calls on any share may carry interest but will not
entitle the stockholder to participate in respect of such amount in any
dividend.
Section 9. One-time Redemption Right. The Board of Directors by
resolution may extend to the stockholders of the Corporation the right to demand
redemption on a date specified by the Board of Directors of their shares of
stock of the Corporation, subject to such other terms and conditions as may be
imposed by the Board of Directors which may include, without limitation, the
number of shares which may be redeemed, the form of consideration to be paid,
and the time and manner in which the shares may be redeemed.
ARTICLE VII
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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 October 1 and end
on September 30 in each year.
Section 2. Accountant. The Corporation shall employ an independent
public accountant or a firm of independent public accountants 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
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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 VIII
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CUSTODY OF SECURITIES
Section 1. Employment of a Custodian. The Corporation shall place and
at all times maintain in the custody of a Custodian (including any sub-custodian
for the Custodian) all funds, securities and similar investment owned by the
Corporation. The Custodian (and any sub-custodian) shall be a bank or trust
company of good standing having a capital, surplus and undivided profits
aggregating not less than fifty million dollars ($50,000,000) or such other
financial institution as shall be permitted by rule or order of the United
States Securities and Exchange Commission. The Custodian shall be appointed from
time to time by the Board of Directors, which shall fix its remuneration.
Section 2. Termination of Custodian Agreement. Upon termination of the
agreement for services with the Custodian or inability of the Custodian to
continue to serve, the Board of Directors 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 Board of Directors shall
call as promptly as possible a special meeting of the stockholders to determine
whether the Corporation shall function without a Custodian or shall be
liquidated.
ARTICLE IX
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INDEMNIFICATION
Section 1. Indemnification of Officers, Directors, Employees and
Agents. The Corporation shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether
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civil, criminal, administrative or investigative ("Proceeding"), by reason of
the fact that he is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against all expenses (including attorneys'
fees), judgment, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such Proceeding to the maximum extent
permitted by the laws of the State of Maryland. Notwithstanding the foregoing,
the following provisions shall apply with respect to indemnification of the
Corporation's Directors, officers, and, except as may otherwise be provided by
an agreement, investment adviser (as defined in the Investment Company Act of
1940, as amended) and principal underwriter:
I. Whether or not there is an adjudication of liability in such
Proceeding, the Corporation shall not indemnify any such
person for any liability arising by reason of such person's
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office
or under any contract or agreement with the Corporation
("disabling conduct").
II. The Corporation shall not indemnify any such person unless:
A. the court or other body before which the Proceeding was
brought (i) dismisses the Proceeding for insufficiency of evidence of any
disabling conduct, or (ii) reaches a final decision on the merits that such
person was not liable by reason of disabling conduct; or
B. absent such a decision, a reasonable determination is made,
based upon a review of the facts, by (i) the vote of a majority of a quorum of
the Directors of the Corporation who are neither interested persons of the
Corporation as defined in the Investment Company Act of 1940, as amended, nor
parties to the Proceeding, or (ii) if
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such quorum is not obtainable, or even if obtainable, if a majority of a quorum
of Directors described in paragraph (b) (2) (i) above so directs, by independent
legal counsel in a written opinion, that such person was not liable by reason of
disabling conduct.
III. Expenses (including attorneys' fees) incurred in defending a
Proceeding involving any such person will be paid by the
Corporation in advance of the final disposition thereof upon
an undertaking by such person to repay such expenses (unless
it is ultimately determined that he is entitled to
indemnification), if:
A. such person shall provide adequate security for his
undertaking;
B. the Corporation shall be insured against losses arising by
reason of such advance; or
C. a majority of a quorum of the Directors of the Corporation
who are neither interested persons of the Corporation as defined in the
Investment Company Act of 1940, as amended, nor parties to the Proceeding, or
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts, that there is reason to believe that such
person will be found entitled to indemnification.
ARTICLE X
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AMENDMENTS
Section 1. General. All Bylaws of the Corporation, whether adopted by
the Board of Directors or the stockholders, shall be subject to amendment,
alteration or repeal in a manner not inconsistent with the Articles of
Incorporation, and new Bylaws, not inconsistent with such Articles, may be made
by the affirmative vote of a majority of either: (1) the holders of record of
the outstanding shares of stock of the Corporation entitled to vote, at any
annual or special meeting, the notice or waiver of notice of which
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shall have specified or summarized the proposed amendment, alteration, repeal or
new Bylaw; or (2) the Directors, at any regular or special meeting the notice or
waiver of notice of which shall have specified or summarized the amendment,
alteration, repeal or new Bylaw.
ARTICLE XI
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MISCELLANEOUS
Section 1. Waiver of Notice. Whenever by statute, the provisions of the
Articles of Incorporation or these Bylaws, the stockholders or the Board of
Directors are authorized to take any action at any meeting after notice, such
notice may be waived, in writing, before or after the holding of the meeting, by
the person or persons entitled to such notice, or, in the case of a stockholder,
by his attorney thereunto authorized.
Section 2. Gender. All pronouns used in these Bylaws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this amendment to its Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Boston and the Commonwealth of Massachusetts, on this 29th day of September,
1998.
THE SCUDDER SPAIN AND PORTUGAL FUND, INC.
/s/Thomas F. McDonough
----------------------------------------
By: Thomas F. McDonough, Vice President
and Secretary
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EXHIBIT INDEX
Exhibit No. 2(b) Amended and Restated Bylaws as of July 23, 1998
