CENTENNIAL CALIFORNIA TAX EXEMPT TRUST
BY-LAWS
(as amended through October24, 2000)
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the Shareholders (which terms
as used herein shall, together with all other terms defined in the Declaration
of Trust, have the same meaning as in the Declaration of Trust) shall be held at
the principal office of the Trust or at such other place as may from time to
time be designated by the Board of Trustees and stated in the notice of meting.
Section 2. Shareholder Meetings. Meetings of the Shareholders for any
purpose or purposes may be called by the Chairman of the Board of Trustees, if
any, or by the President or by the Board of Trustees and shall be called by the
Secretary upon receipt of the request in writing signed by Shareholders holding
not less than one third of the entire number of Shares issued and outstanding
and entitled to vote thereat. Such request shall state the purpose or purposes
of the proposed meeting. In addition, meetings of the Shareholders shall be
called by the Board of Trustees upon receipt of the request in writing signed by
Shareholders that hold not less than ten percent of the entire number of Shares
issued and outstanding and entitled to vote thereat, stating that the purpose of
the proposed meeting is the removal of a Trustee.
Section 3. Notice of Meetings of Shareholders. Consistent with applicable
law, written or printed notice of every meeting of Shareholders, stating the
time and place thereof (and the general nature of the business proposed to be
transacted at any special or extraordinary meeting), shall be given to each
Shareholder entitled to vote at such meeting by leaving the same with each
Shareholder at the Shareholder's residence or usual place of business or by
mailing it, postage prepaid and addressed to the Shareholder's address as it
appears upon the books of the Fund. Such notice also may be delivered by such
other means, for example electronic delivery, as consistent with applicable
laws.
No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
Section 4. Record Dates. Consistent with applicable law, the Board of
Trustees may fix, in advance, a record date for the determination of
Shareholders entitled to notice of and to vote at any meeting of Shareholders
and Shareholders entitled to receive any dividend payment or allotment of
rights, as the case may be. Only Shareholders 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.
Section 5. Access to Shareholder List. The Board of Trustees shall make
available a list of the names and addresses of all shareholders as recorded on
the books of the Trust, upon receipt of the request in writing signed by not
less than ten Shareholders (who have been such for at least 6 months) holding
Shares of the Trust valued at $25,000 or more at current offering price (as
defined in the Trust's Prospectus) or holding not less than one percent in
amount of the entire number of shares of the Trust issued and outstanding; such
request must state that such Shareholders wish to communicate with other
Shareholders with a view to obtaining signatures to a request for a meeting to
remove one or more trustees pursuant to Section 2 of Article I and Section 2 of
Article II of these By-Laws and be accompanied by a form of communication to the
Shareholders. The Board of Trustees may, in its discretion, satisfy its
obligation under this Section 5 by either, as required by Section 16(c) of the
Investment Company Act, making available the Shareholder List to such
Shareholders at the principal offices of the Trust, or at the offices of the
Trust's transfer agent, during regular business hours, or by mailing a copy of
such Shareholders' proposed communication and form of request, at their expense,
to all other Shareholders. Notwithstanding the foregoing, the Board of Trustees
may also take such other action as may be permitted under Section 16(c) of the
Investment Company Act.
Section 6. Quorum, Adjournment of Meetings. The presence in person or by
proxy of the holders of record of more than one-third of the Shares, or of the
shares of any Series, of the Trust issued and outstanding and entitled to vote
thereat, shall constitute a quorum, respectively, at all meetings of the
Shareholders; provided, however, that if any action to be taken by the
Shareholders or by 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 Shareholders there shall be less than a
quorum present, the Shareholders or Trustees 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.
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 one or more adjournments of the meeting 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. A
vote may be taken on one or more of the proposals prior to any such adjournment
if sufficient votes for its approval have been received and it is otherwise
appropriate.
Section 7. Voting and Inspectors. At all meetings of Shareholders, each
Shareholder shall be entitled to one vote on each matter submitted to a vote of
the Shareholders of the affected Series for each Share standing in his name on
the books of the Trust on the date fixed for determination of Shareholders 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 Investment Company Act of 1940; provided, however, that as to
any matter with respect to which a vote of Shareholders is required by the
Investment Company Act of 1940 or by any applicable law that must be complied
with, such requirements as to a vote by Shareholders 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. Consistent with applicable law, at all meetings
of the shareholders, proxies may be given by or on behalf of a Shareholder
orally or in writing or pursuant to any computerized, telephonic, or mechanical
data gathering process.
All elections of Trustees 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 Declaration
of Trust or in these By-Laws or by specific statutory provision superseding the
restrictions and limitations contained in the Declaration of Trust or in these
By-Laws.
At any election of Trustees, the Board of Trustees 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 certificate of the result of the vote taken.
No candidate for the office of Trustee shall be appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken upon
any election or 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 8. Conduct of Shareholders' Meetings. The meetings of the
Shareholders shall be presided over by the Chairman of the Board of Trustees, 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
Trustees, the President or any Vice-President is present, by a chairman to be
elected at the meeting. The Secretary of the Trust, 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,
than the meeting shall elect its secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every meeting
of the Shareholders, 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 TRUSTEES
Section 1. Number and Tenure of Office. The business and affairs of the
Trust shall be conducted and managed by a Board of Trustees consisting of the
number of initial Trustees, which number may be increased or decreased as
provided in Section 2 of this Article. Each Trustee shall, except as otherwise
provided herein, hold office until the next meeting of Shareholders of the Trust
following his election called for the purpose of electing Trustees or until his
successor is duly elected and qualifies. Trustees need not be Shareholders.
Section 2. Increase or Decrease in Number of Trustees; Removal. The Board
of Trustees, by the vote of a majority of the entire Board, may increase the
number of Trustees to a number not exceeding fifteen, and may elect Trustees to
fill the vacancies created by any such increase in the number of Trustees until
the next meeting called for the purpose of electing Trustees or until their
successors are duly elected and qualify; the Board of Trustees, by the vote of a
majority of the entire Board, may likewise decrease the number of Trustees to a
number not less than three but the tenure of office of any Trustee shall not be
affected by any such decrease. Vacancies occurring other than by reason of any
such increase shall be filled by a vote of a majority of the entire Board then
sitting. In the event that after the proxy material has been printed for a
meeting of Shareholders at which Trustees are to be elected and any one or more
nominees named in such proxy material should die, become incapacitated or fail
to stand for election, the authorized number of Trustees shall be automatically
reduced by the number of such nominees, unless the Board of Trustees prior to
the meeting shall otherwise determine.
A Trustee at any time may be removed either with or without cause by
resolution duly adopted by the affirmative votes of the holders of not less than
two-thirds of the outstanding Shares of the Trust, present in person or by proxy
at any meeting of Shareholders at which such vote may be taken, provided that a
quorum is present. Any Trustee at any time may be removed for cause by
resolution duly adopted at any meeting of the Board of Trustees 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 Trustees whose
removal is not proposed. As used herein, "for cause" shall mean any cause which
under Massachusetts law would permit the removal of a Trustee of a business
trust.
Section 3. Place of Meeting. The Trustees may hold their meetings, have
one or more offices, and keep the books of the Trust outside Massachusetts, at
any office or offices of the Trust 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. Regular meetings of the Board of Trustees
shall be held at such time and on such notice, if any, as the Trustees may from
time to time determine.
Section 5. Special Meetings. Special meetings of the Board of Trustees may
be held from time to time upon call of the Chairman of the Board of Trustees, if
any, the President or two or more of the Trustees, by oral, telegraphic or
written notice duly served on or sent or mailed to each Trustee not less than
one day before such meeting. No notice need be given to any Trustee who attends
in person or to any Trustee 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 Trustees then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any meeting of the Board there
shall be less than a quorum present (in person or by open telephone line, to the
extent permitted by the Investment Company Act of 1940 (the "1940 Act")), 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 Trustees 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 Declaration of
Trust or by these By-Laws.
Section 7. Executive Committee. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from the Trustees an
Executive Committee to consist of such number of Trustees (but not less than
two) as the Board may from time to time determine. The Board of Trustees 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 Trustees.
When the Board of Trustees is not in session, the Executive Committee shall have
and may exercise any or all of the powers of the Board of Trustees in the
management of the business and affairs of the Trust (including the power to
authorize the seal of the Trust 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 Trustees, 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 Trustees
to act in the place of such absent member.
Section 8. Other Committees. The Board of Trustees, 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 of the Board (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 members of any such committee may
determine its action, and fix the time and place of its meetings, unless the
Board of Trustees shall otherwise provide. The Board of Trustees 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 9. Informal Action by and Telephone Meetings of Trustees and
Committees. Any action required or permitted to be taken at any meeting of the
Board of Trustees 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. Trustees or members of a committee of the Board
of Trustees 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 Trustees and Committee Members. Trustees and
members of the Committees appointed by the Board shall be entitled to receive
such compensation from the Trust for their services as may from time to time be
voted by the Board of Trustees.
Section 11. Dividends. Dividends or distributions payable on the Shares of
any Series of the Trust 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 Shareholders of the Series to
which they are payable and the methods of determining whether and to which
Shareholders they are to be paid in cash or in additional Shares.
Section 12. Indemnification. Before an indemnitee shall be indemnified by
the Trust, 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 Trust or the investment adviser nor parties to the proceeding or by
independent legal counsel. The Trust 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 Trust is insured against losses arising by reason of
lawful advances, or (3) a majority of the disinterested nonparty Trustees 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. Executive Officers. The executive officers of the Trust shall
include a Chairman of the Board of Trustees, a President, one or more
Vice-Presidents (the number thereof to be determined by the Board of Trustees),
a Secretary and a Treasurer. The Chairman of the Board and the President shall
be selected from among the Trustees. The Board of Trustees may also in its
discretion appoint Assistant Secretaries, Assistant Treasurers, and other
officers, agents and employees, who shall have authority and perform such duties
as the Board or the Executive Committee may determine. The Board of Trustees may
fill any vacancy which may occur in any office. Any two 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 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
until their respective successors are chosen and qualify; however, any officer
may be removed from office at any time with or without cause by the vote of a
majority of the entire Board of Trustees.
Section 3. Powers and Duties. The officers of the Trust shall have such
powers and duties as generally pertain to their respective offices, as well as
such powers and duties as may from time to time be conferred by the Board of
Trustees or the Executive Committee. Unless otherwise ordered by the Board of
Trustees, the Chairman of the Board shall be the Chief Executive Officer.
ARTICLE IV
SHARES
Section 1. Share Certificates. Each Shareholder of any Series of the Trust
may be issued a certificate or certificates for his Shares of that Series, in
such form as the Board of Trustees may from time to time prescribe, but only if
and to the extent and on the conditions described by the Board. Except as a
Shareholder may be given the right by the Trust's Registration Statement to have
a certificate issued to him, all of the Shares of the Trust or any Series shall
be issued without certificates.
Section 2. Transfer of Shares. Shares of any Series shall be transferable
on the books of the Trust 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 Trust 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 Trustees.
Section 3. Share Ledgers. The share ledgers of the Trust, containing the
name and address of the Shareholders of each Series of the Trust 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 Trust employs a transfer agent, at the
offices of the transfer agent of the Trust.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Trustees
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 their discretion, require the owner of such certificate or his legal
representative to give bond, with sufficient surety to the Trust and the
transfer agent, if any, to indemnify it and 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
SEAL
The Board of Trustees shall provide a suitable seal of the Trust, in such
form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Trust shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Trust may be altered, amended, added to or repealed by
the Shareholders or by majority vote of the entire Board of Trustees, but any
such alteration, amendment, addition or repeal of the By-Laws by action of the
Board of Trustees may be altered or repealed by the Shareholders.
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