MAIN STREET FUNDS, INC.
BY-LAWS
(as amended through December 19, 2000)
ARTICLE I
STOCKHOLDERS
Section 1. Place of Meeting. All meetings of the Stockholders (which terms
as used herein shall, together with all other terms defined in the Articles of
Incorporation, have the same meaning as in the Articles of Incorporation) shall
be held at the principal office of the Fund or at such other place as may from
time to time be designated by the Board of Directors and stated in the notice of
meeting.
Section 2. Conduct of Meeting. Meetings of stockholders shall be held at a
time designated by the Board of Directors on such date as may be fixed by the
Board of Directors at which time the stockholders shall act on such matters as
are submitted to a vote of stockholders, and may transact any other business
within the powers of the Corporation. Any business of the Corporation may be
transacted at such meeting without being specifically designated in the notice,
except such business as is specifically required by statutes to be stated in the
notice.
Notwithstanding the foregoing provisions of this Section 2, a meeting of
stockholders shall be held when the Investment Company Act of 1940, as amended
(the "1940 Act"), requires one or more of the following matters be acted on by
stockholders.
1) Election of Directors;
2) Approval of an investment advisory agreement;
3) Ratification of the selection of independent public accountants; or
4) Approval of a distribution agreement.
Also, notwithstanding the provisions of this Section 2, a meeting of the
stockholders shall be called by the Secretary upon receipt of the request in
writing signed by stockholders holding not less than one quarter in amount of
the votes entitled to be cast thereat. Such request shall state the purpose or
purposes of the proposed meeting and the matters proposed to be acted on at it.
Meetings requested by stockholders need not be called unless (i) required by
law; and (ii) all conditions to the calling of such meeting required by law have
been met.
Section 3. Notice of Meeting of Stockholders. Not less than 10 days' and
not more than 90 days' written or printed notice of every stockholders' meeting
shall be given to each stockholder entitled to vote thereat and to each other
stockholder entitled to notice thereof by delivering the same to him or at his
residence or usual place of business or by mailing it, postage prepaid and
addressed to him at his address or as it appears upon the books of the Fund.
Said notice shall state the time and place of the meeting and, if required by
law, notice of the purpose of said meeting.
Section 4. Record Dates. The Board of Directors may fix, in advance or
from time to time, a record date not exceeding 120 days and not less than 10
days preceding the date of any meeting of stockholders or any Series for the
determination of the stockholders of record entitled to notice of and to vote at
a stockholders' meeting; for the determination of stockholders entitled to
receive dividends, distributions, rights, or allotments of rights; or for any
other purpose requiring the fixing of a record date. Only stockholders of record
on such date shall be entitled to notice of and to vote at such meeting, receive
such dividends, rights or allotments, or otherwise participate as the case may
be. The transfer books of the Fund may be closed for a period not to exceed 10
days before the date of a stockholders' meeting and for a period not to exceed
20 days for any other purpose.
Section 5. Quorum; adjournment of meetings. The presence in person or by
proxy of the holders of one third of the Shares, or of the Shares of any Series,
outstanding and entitled to vote thereat shall constitute a quorum at any
meeting of the Stockholders or of the Stockholders of that Series, respectively;
provided, however, that if any action to be taken by the Stockholders or by the
Stockholders of a Series at a meeting requires an affirmative vote of a
majority, or more than a majority, of the shares outstanding and entitled to
vote, then in such event the presence in person or by proxy of the holders of a
majority of the shares outstanding and entitled to vote at such a meeting shall
constitute a quorum for all purposes. At a meeting at which a quorum is present,
a vote of a majority of the quorum shall be sufficient to transact all business
at the meeting. If at any meeting of the Stockholders there shall be less than a
quorum present, the Stockholders or the Directors present at such meeting may,
without further notice, adjourn the same from time to time until a quorum shall
attend, but no business shall be transacted at any such adjourned meeting except
such as might have been lawfully transacted had the meeting not been adjourned.
Any meeting of the Stockholders convened on a date for which it was called may
be adjourned from time to time without further notice to a date not more than
120 days after the original record date.
If a quorum is present but sufficient votes in favor of one or more
proposals have not been received any of the persons named as proxies or
attorneys-in-fact may propose and approve one or more adjournments of the
meeting without further notice to permit further solicitation of proxies with
respect to any proposal. All such adjournments will require the affirmative vote
of a majority of the shares present in person or by proxy at the session of the
meeting to be adjourned. Prior to any such adjournment, any lawful business may
be transacted.
Section 6. Voting and Inspectors. At all meetings of Stockholders, each
Stockholder shall be entitled to one vote on each matter submitted to a vote of
the Stockholders of the affected Series for each Share standing in his name on
the books of the Corporation on the date, fixed for determination of
Stockholders of the affected Series entitled to vote at such meeting (except, if
the Board so determines, for Shares redeemed prior to the meeting), and each
such Series shall vote as an individual class ("Individual Class Voting"); a
Series shall be deemed to be affected when a vote of the holders of that Series
on a matter is required by the 1940 Act; provided, however, that as to any
matter with respect to which a vote of Stockholders is required by the 1940 Act
or by any applicable law that must be complied with, such requirements as to a
vote by Stockholders shall apply in lieu of Individual Class Voting as described
above. Any fractional Share shall carry proportionately all the rights of a
whole Share, including the right to vote and the right to receive dividends.
All elections of Directors shall be had by a plurality of the votes cast
and all questions shall be decided by a majority of the votes cast, in each case
at a duly constituted meeting, except as otherwise provided in the Articles of
Incorporation or in these By-Laws or by specific statutory provision superseding
the restrictions and limitations contained in the Articles of Incorporation or
in these By-Laws. At all meetings of Shareholders, every Shareholder of record
entitled to vote at such a meeting shall be entitled to vote at such meeting
either in person or by proxy. A proxy may be given by or on behalf of a
Shareholder in writing or by any electronic means, including by telephone,
facsimile, or via the Internet.
At any election of Directors, the Board of Directors prior thereto may,
or, if they have not so acted, the Chairman of the meeting may, and upon the
request of the holders of ten percent (10%) of the Shares 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 certification of the result of the
vote taken. No candidate for the office of Director shall be appointed such
Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken upon
any election of the matter, and such vote shall be taken upon the request of the
holders of ten percent (10%) of the Shares entitled to vote on such election or
matter.
Section 7. Conduct of Stockholders' Meetings. The meetings of the
Stockholders or of any Series shall be presided over by the Chairman of the
Board of Directors, if any, or if he shall not be present, by the President, or
if he shall not be present, by a Vice-President, or if none of the Chairman of
the Board of Directors, the President nor any Vice-President is present, by a
chairman to be elected at the meeting. The Secretary of the Fund, if present,
shall act as Secretary of such meetings, or if he is not present, an Assistant
Secretary shall so act, or if neither the Secretary nor an Assistant Secretary
is present, then the meeting shall elect its secretary.
Section 8. 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 as provided in Section 7, in which event such
inspectors of election shall decide all such questions.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Tenure of Office. The business and affairs of the
Fund shall be conducted and managed by a Board of Directors consisting of the
number of initial Directors named in the Articles of Incorporation. The number
of Directors may be increased or decreased as provided in Section 2 of this
Article. Each Director shall, except as otherwise provided herein, hold office
until the next meeting of Stockholders of the Fund called for the purpose of
electing Directors next succeeding his election or until his successor is duly
elected and qualifies. Directors need not be Stockholders.
Section 2. Increase or Decrease in Number of Directors; Removal. The Board
of Directors, by the vote of a majority of the entire Board, may increase the
number of Directors to a number not exceeding fifteen, and may elect Directors
to fill the vacancies occurring for any reason, including vacancies created by
any such increase in the number of Directors until the next meeting of
stockholders called for the purpose of electing Directors or until their
successors are duly elected and qualify. Notwithstanding the foregoing, no
vacancies occurring in the Board of Directors may be filled by vote of the
remaining members of the Board if immediately after filling any such vacancy
less than two thirds of the Directors then holding office shall have been
elected to such office by the holders of the outstanding voting securities
(pursuant to the 1940 Act) of the Corporation at any meeting. 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 but the tenure of office
of any Director shall not be affected by any such decrease. In the event that
after the proxy material has been printed for a meeting of Stockholders at which
Directors are to be elected and any one or more nominees are named in such proxy
material dies, becomes incapacitated, or fails to stand for election, the
authorized number of Directors shall be automatically reduced by the number of
such nominees, unless the Board of Directors prior to the meeting shall
otherwise determine.
A Director at any time may be removed either with or without cause by
resolution duly adopted by the affirmative votes of the holders of a majority of
all of the votes entitled to be cast for the election of Directors, provided
that a quorum is present. Any Director at any time may be removed for cause by
resolution duly adopted at any meeting of the Board of Directors provided that
notice thereof is contained in the notice of such meeting and that such
resolution is adopted by the vote of at least two-thirds of the Directors whose
removal is not proposed. As used herein, "for cause" shall mean any cause which
under Maryland law would permit the removal of a Director of a Maryland
corporation.
Section 3. Place of Meeting. The Directors may hold their meetings, have
one or more offices, and keep the books of the Fund outside Maryland, at any
office or offices of the Fund 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 4. Regular Meetings. All meetings of the Board of Directors shall
be held at such time and place as shall be specified in a written waiver signed
by all of the Directors. Regular meetings of the Board of Directors shall be
held at such time and on such notice, if any, as the Directors may from time to
time determine. One such regular meeting during each fiscal year of the Fund
shall be designated an annual meeting of the Board of Directors.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be held from time to time upon call of the Chairman of the Board of
Directors, if any, the President or two or more of the Directors, by oral,
telegraphic or written notice duly given, served on, 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 6. Quorum. A majority 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 one-third of the entire Board unless otherwise
permitted under applicable statutory law. If at any meeting of the Board there
shall be less than a quorum present (in person or by open telephone line), 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 Board,
except as may be otherwise specifically provided by statute, by the Articles of
Incorporation or by these By-Laws.
Section 7. Executive Committee. The Board of Directors may, by the
affirmative vote of a majority of the entire Board, elect from the Directors an
Executive Committee to consist of such number of Directors (but not less than 2)
as the Board may from time to time determine. The Board of Directors by such
affirmative vote shall have the 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, 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 Fund (including
the power to authorize the seal of the Fund to be affixed to all papers which
may require it) except as provided by law and except the power to increase or
decrease the size of, or fill vacancies on, the Board. 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. In the absence of any
member of the Executive Committee, the members thereof present at any 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.
Section 8. Other Committees. The Board of Directors, by the affirmative
vote of a majority of the entire Board, may appoint other committees which shall
in each case consist of such number of members (but not less than two Directors)
and shall have and may exercise such powers as the Board may determine in the
resolution appointing them. A majority of all 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
the power at any time to change the members and powers of any such committee, to
fill vacancies, and to discharge any such committee.
Section 9. Informal Action by and Telephone Meetings of Directors and
Committees. 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. Directors, or members of a committee of the Board
of Directors, may participate in a meeting by means of a conference telephone or
similar communications equipment; such participation shall, except as otherwise
required by the 1940 Act, have the same effect as presence in person.
Section 10. Compensation of Directors and Committee Members. Directors and
members of committees appointed by the Board shall be entitled to receive such
compensation from the Fund for their services as may from time to time be voted
by the Board of Directors.
Section 11. Dividends. Dividends or distributions payable on the Shares of
any Series of the Fund may, but need not be, declared by specific resolution of
the Board as to each dividend or distribution; in lieu of such specific
resolutions, the Board may, by general resolution, determine the method of
computation thereof, the method of determining the Stockholders of the Series to
which they are payable and the methods of determining whether and to which
Stockholders they are to be paid in cash or in additional Shares, provided that
the record date for Stockholders entitled to receive such dividend or
distribution shall not be more than 90 days before the dividend or distribution
is payable.
Section 12. Indemnification. Before an indemnitee shall be indemnified by
the Fund, there shall be a reasonable determination upon review of the facts
that the person to be indemnified was not liable by reason of disabling conduct
as defined in the Declaration of Trust. Such determination may be made either by
vote of a majority of a quorum of the Board who are neither "interested persons"
of the Fund or the investment adviser nor parties to the proceeding or by
independent legal counsel. The Fund may advance attorneys' fees and expenses
incurred in a covered proceeding to the indemnitee if the indemnitee undertakes
to repay the advance unless it is determined that he is entitled to
indemnification under the Declaration of Trust. Also at least one of the
following conditions must be satisfied: (1) the indemnitee provides security for
his undertaking, or (2) the Fund is insured against losses arising by reason of
lawful advances, or (3) a majority of the disinterested nonparty Directors or
independent legal counsel in a written opinion shall determine, based upon
review of all of the facts, that there is reason to believe that the indemnitee
will ultimately be found entitled to indemnification.
ARTICLE III
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a Chairman of the Board of Directors, a President, a Vice
President, a Secretary, and a Treasurer. The Board of Directors may designate a
Vice President as the Executive Vice President and may also choose additional
Vice Presidents and one or more Assistant Secretaries and Assistant Treasurer.
Two or more offices, except those of Chairman of the Board and Secretary and
President and Secretary, 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, the Articles of Incorporation or these By-Laws to
be executed, acknowledged or verified by two or more officers.
Section 2. The Board of Directors at its first meeting after each annual
meeting of the Board shall choose a Chairman of the Board, a President and shall
choose one or more Vice Presidents, a Secretary and a Treasurer.
Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary, who shall hold their offices for such terms
and shall exercise such power and perform such duties as shall be determined
from time to time by the Board.
Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
Section 5. The officers of the Corporation shall serve for one year and
until their successors are chosen and qualify. Any officer or agent may be
removed by the Board of Directors whenever, in its judgment, the best interests
of the Corporation will be served thereby, but such removal shall be without
prejudice to the contractual rights, if any, of the persons so removed. If the
office of any officer becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.
CHAIRMAN OF THE BOARD
Section 6. The Chairman of the Board shall be the Chief Executive Officer
of the Corporation; he shall preside at all meetings of the stockholders and at
all meetings of the Board of Directors and shall have general and active
management of the business of the Corporation, and he shall see that all orders
and resolutions of the Board are carried to effect.
Section 7. He shall execute in the Corporate name all authorized deeds,
mortgages, bonds, contracts or other instruments requiring a seal under the seal
of the Corporation, except in cases in which the signing or execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.
PRESIDENT
Section 8. The President, in the absence, unavailability, or disability of
the Chairman of the Board, shall perform the duties and exercise the powers of
the Chairman of the Board. In addition, the President shall perform such duties
and exercise such powers as may be assigned to him from time to time by the
Board of Directors.
EXECUTIVE VICE PRESIDENT
Section 9. If an Executive Vice President is designated by the Board of
Directors, he shall, in the absence, unavailability or disability of the
Chairman of the Board and the President, perform the duties and exercise the
powers of the Chairman of the Board. In addition, the Executive Vice President
shall perform such additional duties and exercise such powers as may be assigned
to him from time to time by the Board of Directors.
ARTICLE IV
SHARES
Section 1. Stock Certificates. Each Stockholder of any Series of the Fund
may be issued a certificate or certificates for his Shares of that Series, in
such form as the Board of Directors may from time to time prescribe, but only if
and to the extent and on the conditions prescribed by the Board. Except as a
stockholder may be given the right by the Fund's Registration Statement to have
a certificate issued to him, all of the shares of the Fund or of any Series
shall be issued without certificates.
Section 2. Transfer of Shares. Shares of any Series shall be transferable
on the books of the Fund 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 of that Series, duly
endorsed or accompanied by proper instruments of assignment and transfer, with
such proof of the authenticity of the signature as the Fund or its agent 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. Share Ledgers. The share ledgers of the Fund, containing the
name and address of the Stockholders of each Series of the Fund and the number
of shares of that Series, held by them respectively, shall be kept at the
principal offices of the Fund, or, if the Fund employs a transfer agent, at the
offices of the transfer agent of the Fund.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors
may determine the conditions upon which a new certificate 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 his legal
representative to give bond, with sufficient surety to the Fund and the transfer
agent, if any, to indemnify it and such transfer agent against any and all loss
of 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
SEAL
The Board of Directors shall provide a suitable seal of the Fund, in such
form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Fund shall be fixed by the Board of Directors.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Fund 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, amendment, addition or repeal of the By-Laws by action of the
Board of Directors may be altered or repealed by the Stockholders.
MainSt(ByLaws-1200Amd).doc
