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EXHIBIT 1(a)
ARTICLES OF INCORPORATION
OF
THE INDONESIA FUND, INC.
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ARTICLE I
THE UNDERSIGNED, Paul M. Aguggia, whose post office address
is c/o Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street, New
York, New York 10022, being at least eighteen years of age, does hereby act as
an incorporator and form a corporation under and by virtue of the Maryland
General Corporation Law.
ARTICLE II
NAME
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The name of the Corporation is THE INDONESIA FUND, INC.
ARTICLE III
PURPOSES AND POWERS
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The Corporation is formed for the following purposes:
(1) To conduct and carry on the business of a closed-end investment
company.
(2) To hold, invest and reinvest its assets in securities and other
investments or to hold part or all of its assets in cash.
(3) To issue and sell shares of its capital stock in such amounts and on
such terms and conditions and for such purposes and for such amount or kind
of consideration as may now or hereafter be permitted by law.
(4) To do any and all additional acts and to exercise any and all
additional powers or rights as may be necessary, incidental, appropriate or
desirable for the accomplishment of all or any of the foregoing purposes.
The Corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations by
the Maryland General Corporation Law now or hereafter in force, and the
enumeration of the foregoing shall not be deemed to exclude any powers,
rights or privileges so granted or conferred.
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ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
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The post office address of the principal office of the Corporation in
the State of Maryland is c/o The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in the State of Maryland is The Corporation Trust Incorporated.
The post office address of the resident agent is 32 South Street, Baltimore,
Maryland 21202.
ARTICLE V
CAPITAL STOCK
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(1) The total number of shares of capital stock that the Corporation
shall have authority to issue is one hundred million (100,000,000) shares, of
the par value of one tenth of one percent ($.001) per share and of the
aggregate par value of one hundred thousand dollars ($100,000), all of which
one hundred million (100,000,000) shares are designated Common Stock.
(2) The Corporation may issue fractional shares. Any fractional share
shall carry proportionately the rights of a whole share including, without
limitation, the right to vote and the right to receive dividends. A
fractional share shall not, however, have the right to receive a certificate
evidencing it.
(3) All persons who shall acquire stock in the Corporation shall acquire
the same subject to the provisions of these Articles of Incorporation and the
Bylaws of the Corporation, as from time to time amended.
(4) No holder of stock of the Corporation by virtue of being such a
holder shall have any right to purchase or subscribe for any shares of the
Corporation's capital stock or any other security that the Corporation may
issue or sell other than a right that the Board of Directors in its
discretion may determine or grant.
(5) The Board of Directors shall have authority by resolution to
classify and reclassify any authorized but unissued shares of capital stock
from time to time by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms of conditions of
redemption of the capital stock.
(6) Notwithstanding any provision of law requiring any action to be
taken or authorized by the affirmative vote of the holders of a greater
proportion of the votes of all classes or of any class of stock of the
Corporation, such action shall be effective and valid if taken or authorized
by the affirmative vote of a majority of the total number of votes entitled
to be cast thereon, except or otherwise provided in these Articles of
Incorporation.
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ARTICLE VI
BOARD OF DIRECTORS
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(1) The number of directors constituting the Board of Directors shall be
specified in the Bylaws or determined by the Board of Directors pursuant to
the Bylaws, except that the number of Directors shall in no event be greater
than nine (9). The names of the directors who shall act until the first
annual meeting of shareholders or until their successors are duly chosen and
qualified are:
Mark Arnold
Emilio Bassini
(2) Beginning with the first annual meeting of stockholders held after
the initial public offering of the shares of the Corporation (the "initial
annual meeting"), the Board of Directors shall be divided into three classes:
Class I, Class II and Class III. The terms of office of the classes of
Directors elected at the initial annual meeting shall expire at the times of
the annual meetings of the stockholders as follows: Class I on the next
annual meeting, Class II on the second next annual meeting and Class III on
the third next annual meeting, or thereafter in each case when their
respective successors are elected and qualified. At each subsequent annual
election, the Directors chosen to succeed those whose terms are expiring
shall be identified as being of the same class as the Directors whom they
succeed, and shall be elected for a term expiring at the time of the third
succeeding annual meeting of stockholders, or thereafter in each case when
their respective successors are elected and qualified. The number of
Directorships shall be apportioned among the classes so as to maintain the
classes as nearly equal in number as possible.
(3) A Director may be removed with or without cause, but only by action
of the stockholders taken by the holders of at least seventy-five percent
(75%) of the votes entitled to be cast.
(4) In furtherance, and not in limitation, of the powers conferred by
the laws of the State of Maryland, the Board of Directors is expressly
authorized:
(i) To make, alter or repeal the Bylaws of the Corporation,
except as otherwise required by the Investment Company Act of 1940, as
amended.
(ii) From time to time to determine whether and to what extent
and at what times and places and under what conditions and regulations the
books and accounts of the Corporation, or any of them other than the stock
ledger, shall be open to the inspection of the stockholders. No stockholder
shall have any right to inspect any account or book or document of the
Corporation, except as conferred by law or authorized by resolution of the
Board of Directors.
(iii) Without the assent or vote of the stockholders, to authorize
the issuance from time to time of shares of the stock of any class of the
Corporation, whether now or hereafter authorized, and securities convertible
into shares of stock of the Corporation of any
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class or classes, whether now or hereafter authorized, for such consideration
as the Board of Directors may deem advisable.
(iv) Without the assent or vote of the stockholders, to authorize
and issue obligations of the Corporation, secured and unsecured, as the Board
of Directors may determine, and to authorize and cause to be executed
mortgages and liens upon the real or personal property of the Corporation.
(v) In addition to the powers and authorities granted herein and
by statute expressly conferred upon it, the Board of Directors is authorized
to exercise all powers and do all acts that may be exercised or done by the
Corporation pursuant to the provisions of the laws of the State of Maryland,
these Articles of Incorporation and the Bylaws of the Corporation.
(5) Any determination made in good faith by or pursuant to the
direction of the Board of Directors, with respect to the amount of assets,
obligations or liabilities of the Corporation, as to the amount of net income
of the Corporation from dividends and interest for any period or amounts at
any time legally available for the payment of dividends, as to the amount of
any reserves or charges set up and the propriety thereof, as to the time of
or purpose for creating reserves or as to the use, alteration or cancellation
of any reserves or charges (whether or not any obligation or liability for
which the reserves or charges have been created has been paid or discharged
or is then or thereafter required to be paid or discharged), as to the value
of any security owned by the Corporation or as to the determination of the
net asset value of shares of any class of the Corporation's capital stock,
shall be final and conclusive, and shall be binding upon the Corporation and
all holders of its capital stock, past, present and future, and shares of the
capital stock of the Corporation are issued and sold on the condition and
understanding, evidenced by the purchase of shares of capital stock or
acceptance of share certificates, that any and all such determinations shall
be binding as foresaid. No provision of these Articles of Incorporation of
the Corporation shall be effective to (i) require a waiver of compliance with
any provision of the Securities Act of 1933, as amended, or the Investment
Company Act of 1940, as amended, or of any valid rule, regulation or order of
the Securities and Exchange Commission under those Acts or (ii) protect or
purport to protect any director or officer of the Corporation against any
liability to the Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
ARTICLE VII
CERTAIN TRANSACTIONS
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(1) Notwithstanding any other provision of these Articles of
Incorporation, and subject to the exceptions provided in Paragraph (4) of
this Article, the types of transactions described in Paragraph (3) of this
Article shall require the affirmative vote of the holders of seventy-five
percent (75%) of the votes entitled to be cast when a Principal Shareholder
(as defined in Paragraph (2) of this Article) is a party to the transaction.
(2) The term "Principal Shareholder" shall mean any corporation, person
or other entity which is the beneficial owner, directly or indirectly, of
more than five percent (5%) of the
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outstanding shares of any class of stock of the Corporation and shall include
any affiliate or associate, as such terms are defined in clause (ii) below,
of a Principal Shareholder. For the purpose of this Article, in addition to
the shares of stock which a corporation, person or other entity beneficially
owns directly, (a) any corporation, person or other entity shall be deemed to
be the beneficial owner of any shares of stock of the Corporation (i) which
it has the right to acquire pursuant to any agreement or upon exercise of
conversion rights or warrants, or otherwise (but excluding stock options
granted by the Corporation) or (ii) which are beneficially owned, directly or
indirectly (including shares deemed owned through application of clause (i)
above), by any other corporation, person or entity with which it or its
"affiliate" or "associate" (as defined below) has any agreement, arrangement
or understanding for the purpose of acquiring, holding, voting or disposing
of stock of the Corporation, or which is its "affiliate", or "associate" as
those terms are defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934 as in effect on August 1, 1989, and
(b) the outstanding shares of any class of stock of the Corporation shall
include shares deemed owned through application of clauses (i) and (ii) above
but shall not include any other shares which may be issuable pursuant to any
agreement, or upon exercise of conversion rights or warrants, or otherwise.
(3) This Article shall apply to the following transactions:
(i) The merger, consolidation or share exchange of the
Corporation or any subsidiary of the Corporation with or
into any Principal Shareholder.
(ii) The issuance of any securities of the Corporation to any
Principal Shareholder for cash.
(iii) The sale, lease or exchange of all or any substantial part
of the assets of the Corporation to any Principal
Shareholder (except assets having an aggregate fair market
value of less than $1,000,000, aggregating for the purpose
of such computation all assets sold, leased or exchanged in
any series of similar transactions within a twelve-month
period).
(iv) The sale, lease or exchange to the Corporation or any
subsidiary thereof, in exchange for securities of the
Corporation, of any assets of any Principal Shareholder
(except assets having an aggregate fair market value of less
than $1,000,000, aggregating for the purposes of such
computation all assets sold, leased or exchanged in any
series of similar transactions within a twelve-month period).
(4) The provisions of this Article shall not be applicable to (i) any of
the transactions described in Paragraph (3) of this Article if a majority of
the Continuing Directors of the Corporation shall by resolution have approved
a memorandum of understanding with such Principal Shareholder with respect to
and substantially consistent with such transaction, (ii) any such transaction
with any corporation of which a majority of the outstanding shares of all
classes of stock normally entitled to vote in elections of directors is owned
of record or beneficially by
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the Corporation and its subsidiaries, or (iii) any transaction involving the
issuance of securities of the Corporation pursuant to a dividend reinvestment
plan adopted by the Corporation. For purposes of this Paragraph, a
"Continuing Director" is a Director of the Company who either was a member of
the Board of Directors on the date of the closing of the initial public
offering of the Corporation's common stock, or subsequently became a Director
and whose election, or nomination for election by the Company's stockholders,
was approved by a vote of a majority of the Continuing Directors then on the
Board of Directors.
(5) The Board of Directors shall have the power and duty to determine
for the purposes of this Article on the basis of information known to the
Corporation, whether (i) a corporation, person or entity beneficially owns
more than five percent (5%) of the outstanding shares of any class of stock
of the Corporation, (ii) a corporation, person or entity is an "affiliate" or
"associate" (as defined above) of another, (iii) the assets being acquired or
leased to or by the Corporation, or any subsidiary thereof, constitute a
substantial part of the assets of the Corporation and have an aggregate fair
market value of less than $1,000,000, and (iv) the memorandum of
understanding referred to in Paragraph (4) hereof is substantially consistent
with the transaction covered thereby. Any such determination shall be
conclusive and binding for all purposes of this Article.
ARTICLE VIII
CHANGE OF STRUCTURE; LIQUIDATION
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(1) The conversion of the Corporation from a "closed-end company" to an
"open-end company," as those terms are defined in Section 5(a)(2) and
5(a)(1), respectively, of the Investment Company Act of 1940, as amended,
shall require the affirmative vote of the holders of seventy-five percent
(75%) of the votes entitled to be cast.
(2) The liquidation or dissolution of the Corporation shall require the
affirmative vote of the holders of seventy-five percent (75%) of the votes
entitled to be cast, provided that if a majority of the Continuing Directors,
as that term is defined in Article VII, shall have approved the liquidation
or dissolution of the Corporation, such action shall require the affirmative
vote of a majority of the votes entitled to be cast.
ARTICLE IX
LIMITATION ON LIABILITY; INDEMNIFICATION
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(1) To the fullest extent that limitations on the liability of directors
and officers are permitted by the Maryland General Corporation Law, no
director or officer of the Corporation shall have any liability to the
Corporation or its stockholders for damages. This limitation on liability
applies to events occurring at the time a person serves as a director or
officer of the Corporation whether or not such person is a director or
officer at the time of any proceeding in which liability is asserted.
(2) Any person who was or is a party or is threatened to be made a party
in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal,
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administrative or investigative, by reason of the fact that such person is a
current or former director or officer of the Corporation, or is or was
serving while a director or officer of the Corporation at the request of the
Corporation as a director, officer, partner, trustee, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust,
enterprise or employee benefit plan, shall be indemnified by the Corporation
against judgments, penalties, fines, excise taxes, settlements and reasonable
expenses (including attorneys' fees) actually incurred by such person in
connection with such action, suit or proceeding to the full extent
permissible under the Maryland General Corporation Law, the Securities Act of
1933 and the Investment Company Act of 1940, as such statutes are now or
hereafter in force. In addition, the Corporation shall also advance expenses
to its currently acting and its former directors and officers to the fullest
extent that indemnification of directors is permitted by the Maryland General
Corporation Law. The Board of Directors may by Bylaw, resolution or agreement
make further provision for indemnification of directors, officers, employees
and agents to the fullest extent permitted by the Maryland General
Corporation Law.
(3) No provision of this Article shall be effective to protect or
purport to protect any director or officer of the Corporation against any
liability to the Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
(4) References to the Maryland General Corporation Law in this Article
are to that law as from time to time amended. No amendment to the charter of
the Corporation shall affect any right of any person under this Article based
on any event, omission or proceeding prior to the amendment.
ARTICLE X
AMENDMENTS
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(1) The Corporation reserves the right from time to time to make any
amendment to its Articles of Incorporation, now or hereafter authorized by
law, including any amendment that alters the contract rights, as expressly
set forth in its Articles of Incorporation, of any outstanding stock.
(2) Notwithstanding Paragraph (1) of this Article or any other provision
of these Articles of Incorporation, no amendment to these Articles of
Incorporation of the Corporation shall amend, alter, change or repeal any of
the provisions of Articles VI, VII, VIII or X unless the amendment effecting
such amendment, alteration, change or repeal shall receive the affirmative
vote of seventy-five percent (75%) of the votes entitled to be cast.
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IN WITNESS WHEREOF, I have adopted and signed these Articles of
Incorporation or do hereby acknowledge that the adoption and signing are my
act.
Dated the 5th day of January, 1990.
/s/ Paul M. Aguggia
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Paul M. Aguggia,
Incorporator
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