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Amended and Restated 11/18/99
PRUDENTIAL SPECIAL MONEY MARKET FUND, INC.
By-Laws
ARTICLE I.
STOCKHOLDERS
Section 1. PLACE OF MEETING. All meetings of the stockholders shall be
held at the principal office of the Corporation in the State of Maryland or
at such other place within the United States as may from time to time be
designated by the Board of Directors and stated in the notice of such meeting.
Section 2. ANNUAL MEETINGS. The annual meeting of the stockholders of the
Corporation shall be held on a date and at such hour as may from time to time
be designated by the Board of Directors and stated in the notice of such
meeting, within the 31-day period ending four months after the end of the
Corporation's fiscal year, for the transaction of such business as may
properly be brought before the meeting; PROVIDED, however, that an annual
meeting shall not be required to be held in any year in which none of the
following is required to be acted on by stockholders under the Investment
Company Act of 1940: election of directors; approval of the investment
advisory agreement; ratification of the selection of independent public
accountants; and approval of a distribution agreement.
Section 3. MEETINGS. Meetings of the stockholders for any purpose or
purposes may be called by the Chairman of the Board, the President or a
majority of the Board of Directors, and shall be called by the Secretary upon
receipt of the request in
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writing signed by stockholders holding not less than 25% of the common stock
issued and outstanding and entitled to vote thereat. Such request shall state
the purpose or purposes of the proposed meeting. The Secretary shall inform
such stockholders of the reasonably estimated costs of preparing and mailing
such notice of meeting and upon payment to the Corporation of such costs, the
Secretary shall give notice stating the purpose or purposes of the meeting as
required in this Article and by-law to all stockholders entitled to notice of
such meeting. No meeting need by called upon the request of the holders of
shares entitled to cast less than a majority of all votes entitled to be cast
at such meeting to consider any matter which is substantially the same as a
matter voted upon at any meeting of stockholders held during the preceding
twelve months.
Section 4. NOTICE OF MEETINGS OF STOCKHOLDERS. Not less than ten days' and
not more than ninety days' written or printed notice of every meeting of
stockholders, stating the time and place thereof and the general nature of
the business proposed to be transacted thereat, shall be given to each
stockholder entitled to vote thereat by leaving the same with such
stockholder or at such stockholder's residence or usual place of business or
by mailing it, postage prepaid, and addressed to such stockholder at such
stockholder's address as it appears upon the books of the Corporation. If
mailed, notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder as aforesaid.
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No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the records of the
meeting, either before or after the holding thereof, waives such notice.
Section 5. RECORD DATES. The Board of Directors may fix, in advance, a
date not exceeding ninety days preceding the date of any meeting of
stockholders, any dividend payment date or any date for the allotment of
rights, as a record date for the determination of the stockholders entitled
to notice of and to vote at such meeting or entitled to receive such
dividends or rights, as the case may be; and only stockholders of record on
such date shall be entitled to notice of and to vote at such meeting or to
receive such dividends or rights, as the case may be. In the case of a
meeting of stockholders, such date shall not be less than ten days prior to
the date fixed for such meeting.
Section 6. QUORUM, ADJOURNMENT OF MEETINGS. The presence in person or by
proxy of the holders of record of one-third of the shares of the common stock
of the Corporation issued and outstanding and entitled to vote thereat shall
constitute a quorum at all meetings of the stockholders except as otherwise
provided in the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the holders of
a majority of the stock present in person or by proxy shall have power to
adjourn the
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meeting from time to time, without notice other than announcement at the
meeting, until stockholders owning the requisite amount of stock entitled to
vote at such meeting shall be present. At such adjourned meeting at which
stockholders owning the requisite amount of stock entitled to vote thereat
shall be represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 7. VOTING AND INSPECTORS. At all meetings stockholders of
record entitled to vote thereat shall have one vote for each share of common
stock standing in his/her name on the books of the Corporation (and such
stockholders of record holding fractional shares, if any, shall have
proportionate voting rights) on the date for the determination of
stockholders entitled to vote at such meeting, either in person or by proxy.
A stockholder may sign a writing authorizing another person to act as proxy.
Signing may be accomplished by the stockholder or the stockholder's
authorized agent signing the writing or causing the stockholder's signature
to be affixed to the writing by any reasonable means, including facsimile
signature. A stockholder may authorize another person to any as proxy by
transmitting, or authorizing the transmission of, a telegram, cablegram,
datagram, or other means of electronic transmission to the person authorized
to act as proxy or to a proxy solicitation firm, proxy support service
organization, or other person authorized by the person who will act as proxy
to receive the transmission.
All elections shall be had and all questions decided by a majority of
the votes cast at a duly constituted meeting, except as otherwise provided by
statute or by the Articles of Incorporation or by these By-Laws.
At any election of directors, the Chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the stock entitled to vote
at such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of
inspectors at
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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 8. CONDUCT OF STOCKHOLDER'S MEETINGS. The meetings of the
stockholders shall be presided over by the Chairman of the Board, or if he or
she is not present, by the President, or if he or she 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 or she 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 9. CONCERNING VALIDITY OF PROXIES, BALLOTS, ETC. At every
meeting of the stockholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the Secretary of
the meeting, who shall decide all questions concerning the qualification of
voters, the validity of the proxies and the acceptance or rejection of votes,
unless inspectors of election shall have been appointed by the Chairman of
the meeting, in which event such inspectors of election shall decide all such
questions.
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ARTICLE II.
BOARD OF DIRECTORS
Section 1. NUMBER AND TENURE OF OFFICE. The business and affairs of
the Corporation shall be conducted and managed by a Board of Directors of not
less than three nor more then twelve directors, as may be determined from
time to time by vote of a majority of the directors then in office, provided
that if there is no stock outstanding the number of directors may be less
than three but not less than one. Directors need not be stockholders.
Section 2. VACANCIES. In case of any vacancy in the Board of Directors
through death, resignation or other cause, other than an increase in the
number of directors, a majority of the remaining directors, although a
majority is less than a quorum, by an affirmative vote, may elect a successor
to hold office until the next meeting of stockholders or until his successor
is chosen and qualifies.
Section 3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS. The Board of
Directors, by the vote of a majority of the entire Board, may increase the
number of directors and may elect directors to fill the vacancies created by
any such increase in the number of directors until the next meeting of
stockholders or until their successors are duly chosen and qualified. The
Board of Directors, by the vote of a majority of the entire Board, may
likewise decrease the number of directors to a number not less than three.
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Section 4. PLACE OF MEETING. The directors may hold their meetings,
have one or more offices, and keep the books of the Corporation, outside the
State of Maryland, at any office or offices of the Corporation or at any
other place as they may from time to time by resolution determine, or in the
case of meetings, as they may from time to time by resolution determine or as
shall be specified or fixed in the respective notices or waivers of notice
thereof.
Section 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and on such notice as the directors may from time
to time determine.
Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held from time to time upon call of the Chairman of the Board, the
President, the Secretary or two or more of the directors, by oral or
telegraphic or written notice duly served on or sent or mailed to each
director not less than one day before such meeting. No notice need be given
to any director who attends in person or to any director who, in writing
executed and filed with the records of the meeting either before or after the
holding thereof, waives such notice. Such notice or waiver of notice need not
state the purpose or purposes of such meeting.
Section 7. QUORUM. One-third of the directors then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two directors. If at any meeting of the Board
there shall be less
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than a quorum present, a majority of those present may adjourn the meeting
from time to time until a quorum shall have been obtained. The act of the
majority of the directors present at any meeting at which there is a quorum
shall be the act of the directors, except as may be otherwise specifically
provided by statute or by the Articles of Incorporation or by these By-Laws.
Section 8. EXECUTIVE COMMITTEE. The Board of Directors may, by the
affirmative vote of a majority of the whole Board, appoint from the directors
an Executive Committee to consist of such number of directors (not less than
three) as the Board may from time to time determine. The Chairman of the
Committee shall be elected by the Board of Directors. The Board of Directors
by such affirmative vote shall have power at any time to change the members
of such Committee and may fill vacancies in the Committee by election from
the directors. When the Board of Directors is not in session, to the extent
permitted by law, the Executive Committee shall have and may exercise any or
all of the powers of the Board of Directors in the management of the business
and affairs of the Corporation. The Executive Committee may fix its own rules
of procedure, and may meet when and as provided by such rules or by
resolution of the Board of Directors, but in every case the presence of a
majority shall be necessary to constitute a quorum. During the absence of a
member of the Executive Committee, the remaining members may appoint a
member of the Board of Directors to act in his place.
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Section 9. OTHER COMMITTEES. The Board of Directors, by the affirmative
vote of a majority of the whole Board, may appoint from the directors other
committees which shall in each case consist of such number of directors (not
less than two) and shall have and may exercise such powers as the Board may
determine in the resolution appointing them. A majority of all the members of
any such committee may determine its action and fix the time and place of its
meetings, unless the Board of Directors shall otherwise provide. The Board of
Directors shall have power at any time to change the members and powers of
any such committee, to fill vacancies and to discharge any such committee.
Section 10. TELEPHONE MEETINGS. Members of the Board of Directors or a
committee of the Board of Directors may participate in a meeting by means of
a conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time.
Participation in a meeting by these means constitutes presence in person at
the meeting unless otherwise provided by the Investment Company Act of 1940.
Section 11. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting, if a written consent to such action is signed
by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the
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proceedings of the Board or such committee, unless otherwise provided by the
Investment Company Act of 1940.
Section 12. COMPENSATION OF DIRECTORS. No director shall receive any stated
salary or fees from the Corporation for his services as such if such director
is, other than by reason of being such director, an interested person (as
such term is defined by the Investment Company Act of 1940) of the Corporation
or of its investment adviser, administrator or principal underwriter. Except
as provided in the preceding sentence, directors shall be entitled to receive
such compensation from the Corporation for their services as may from time to
time be voted by the Board of Directors.
Section 13. REMOVAL OF DIRECTORS. No director shall continue to hold office
after the holders of record of not less than two-thirds of the Corporation's
outstanding common stock of all series have declared that that director be
removed from office either by declaration in writing filed the Corporation's
secretary or by votes cast in person or by proxy at a meeting called for the
purpose. The directors shall promptly call a meeting of stockholders for the
purpose of voting upon the question of removal of any director or directors
when requested in writing to do so by the record holders of not less than 10
percent of the Corporation's outstanding common stock of all series.
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ARTICLE III
OFFICERS
Section 1. EXECUTIVE OFFICERS. The executive officers of the Corporation
shall be chosen by the Board of Directors. These may include a Chairman of
the Board of Directors (who shall be a director), and shall include a
President (who shall be a director), one or more Vice-Presidents (the number
thereof to be determined by the Board of Directors), a Secretary and a
Treasurer. The Board of Directors or the Executive Committee may also in its
discretion appoint Assistant Secretaries, Assistant Treasurers and other
officers, agents and employees, who shall have such authority and perform
such duties as the Board or the Executive Committee may determine. The Board
of Directors may fill any vacancy which may occur in any office. Any two
offices, except those of President and Vice-President, may be held by the
same person, but no officer shall execute, acknowledge or verify any
instrument in more that one capacity, if such instrument is required by law
or these By-Laws to be executed, acknowledged or verified by two or more
officers.
Section 2. TERM OF OFFICE. The term of office of all officers shall be one
year and until their respective successors are chosen and qualified. Any
officer may be removed from office at any time with or without cause by the
vote of a majority of the whole Board of Directors.
Section 3. POWERS AND DUTIES. The officers of the Corporation shall have such
powers and duties as generally
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pertain to their respective offices, as well as such powers and duties as may
from time to time be conferred by the Board of Directors or the Executive
Committee.
ARTICLE IV
CAPITAL STOCK
Section 1. CERTIFICATES FOR SHARES. Each stockholder of the Corporation shall
be entitled to a certificate or certificates for the full shares of stock of
the Corporation owned by him in such form as the Board from time to time
prescribe.
Section 2. TRANSFER OF SHARES. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person
or by his duly authorized attorney or legal representative, upon surrender
and cancellation of certificates, if any, for the same number of shares, duly
endorsed or accompanied by proper instruments of assignment and transfer,
with such proof of the authenticity of the signature as the Corporation or
its agents may reasonably require; in the case of shares not represented by
certificates, the same or similar requirements may be imposed by the Board of
Directors.
Section 3. STOCK LEDGERS. The stock ledgers of the Corporation, containing
the names and addresses of the stockholders and the number of shares held by
them respectively, shall be kept at the principal office of the Corporation
or, if the Corporation employs a Transfer Agent, at the office of the
Transfer Agent of the Corporation.
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Section 4. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors or the Executive Committee may determine the conditions upon which
a new certificate of stock of the Corporation of any class may be issued in
place of a certificate which is alleged to have been lost, stolen or
destroyed; and may, in its discretion, require the owner of such certificate
or such owner's legal representative to give bond, with sufficient surety, to
the Corporation and each Transfer Agent, if any, to indemnify it and each
such Transfer Agent against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of the one so lost,
stolen or destroyed.
ARTICLE V.
CORPORATE SEAL
The Board of Directors may provide for a suitable corporate seal, in such
form and bearing such inscriptions as it may determine.
ARTICLE VI.
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of
Directors.
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ARTICLE VII.
Indemnification
Directors, officers, employees and agents of the Corporation shall not be
liable to the Corporation, any stockholder, officer, director, employee or
other person for any action or failure to act except for willful
misfeaseance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of their office. The Corporation shall indemnify
directors, officers, employees and agents of the Corporation against
judgments, fines, settlements and expenses to the fullest extent authorized
and in the manner permitted by applicable federal and state law. The
Corporation may purchase insurance to protect itself and its directors,
officers, employees and agents against judgments, fines, settlements and
expenses to the fullest extent authorized and in the manner permitted by
applicable federal and state law. Nothing contained in this Article VII
shall be construed to indemnify directors, officers, employees and agents of
the Corporation against, nor to permit the Corporation to purchase insurance
that purports to protect against, any liability to the Corporation or any
stockholder, officer, director, employee, agent or other person to whom he or
she would otherwise be subject by reason or willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct
of his or her office.
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ARICLE VIII.
CUSTODIAN
Section 1. The Corporation shall have as custodian or custodians one or
more trust companies or banks of good standing, each having a capital, surplus
and undivided profits aggregating not less than fifty million dollars
($50,000,000), and, to the extent required by the Investment Company Act of
1940, the funds and securities held by the Corporation shall be kept in the
custody of one or more such custodians, provided such custodian or custodians
can be found ready and willing to act, and further provided that the Corporation
may use as subcustodians, for the purpose of holding any foreign securities and
related funds of the Corporation, such foreign banks as the Board of Directors
may approve and as shall be permitted by law.
Section 2. The Corporation shall upon the resignation or inability to serve
of its custodian or upon change of the custodian:
(a) in case of such resignation or inability to serve, use its best
efforts to obtain a successor custodian;
(b) require that the cash and securities owned by the Corporation be
delivered directly to the successor custodian; and
(c) in the event that no successor custodian can be found, submit to
the stockholders before permitting delivery of the cash and securities
owned by the Corporation
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otherwise than to a successor custodian, the question whether or not this
Corporation shall be liquidated or shall function without a custodian.
ARTICLE IX.
AMENDMENT OF BY-LAWS
The By-Laws of the Corporation may be altered, amended, added to or
repealed by the stockholders or by majority vote of the entire Board of
Directors; but any such alteration, amendment, addition or repeal of the By-Laws
by action of the Board of Directors may be altered or repealed by stockholders.
Originally dated 10/20/89
Revised and Restated 11/18/99
