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SIGNATURE JOHN B. HAMMALIAN
TITLE SECRETARY
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<NAME> DREYFUS NEW JERSEY INTERMEDIATE MUNICIPAL BOND FUND
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Report of Independent Auditors
Board of Trustees
of Dreyfus New Jersey Intermediate Municipal Bond Fund
In planning and performing our audit of the financial
statements of Dreyfus New Jersey Intermediate Municipal Bond
Fund for the year ended March 31, 2000, we considered its
internal control, including control activities for
safeguarding securities, to determine our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of
Form N-SAR, and not to provide assurance on internal
control.
The management of Dreyfus New Jersey Intermediate Municipal
Bond Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess
the expected benefits and related costs of internal control.
Generally, internal controls that are relevant to an audit
pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented
in conformity with generally accepted accounting principles.
Those internal controls include the safeguarding of assets
against unauthorized acquisition, use, or disposition.
Because of inherent limitations in any internal control,
misstatements due to errors or fraud may occur and not be
detected. Also, projections of any evaluation of internal
control to future periods are subject to the risk that
internal control may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be
material weaknesses under standards established by the
American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or
operation of one or more of the specific internal control
components does not reduce to a relatively low level the
risk that errors or fraud in amounts that would be material
in relation to the financial statements being audited may
occur and not be detected within a timely period by
employees in the normal course of performing their assigned
functions. However, we noted no matters involving internal
control, including control activities for safeguarding
securities, and its operation that we consider to be
material weaknesses as defined above as of March 31, 2000.
This report is intended solely for the information and use
of the board of trustees and management of Dreyfus New
Jersey Intermediate Municipal Bond Fund and the Securities
and Exchange Commission and is not intended to be and should
not be used by anyone other than these specified parties.
ERNST & YOUNG LLP
May 5, 2000
-7-
765213v1
BY-LAWS
OF
DREYFUS NEW JERSEY INTERMEDIATE MUNICIPAL BOND FUND
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1. Agreement and Declaration of Trust. These
By-Laws shall be
subject to the Agreement and Declaration of Trust, as from
time to time in effect (the "Declaration of Trust"), of the
above-captioned Massachusetts business trust established by
the Declaration of Trust (the "Trust").
1.2. Principal Office of the Trust. The
principal office of the
Trust shall be located in New York, New York. Its resident
agent in Massachusetts shall be CT Corporation System, 2
Oliver Street, Boston, Massachusetts 02109, or such other
person as the Trustees from time to time may select.
ARTICLE 2
Meetings of Trustees
2.1. Regular Meetings. Regular meetings of the
Trustees may be
held without call or notice at such places and at such times
as the Trustees from time to time may determine, provided
that notice of the first regular meeting following any such
determination shall be given to absent Trustees.
2.2. Special Meetings. Special meetings of the
Trustees may be
held at any time and at any place designated in the call of
the meeting when called by the President or the Treasurer or
by two or more Trustees, sufficient notice thereof being
given to each Trustee by the Secretary or an Assistant
Secretary or by the officer or the Trustees calling the
meeting.
2.3. Notice of Special Meetings. It shall be
sufficient notice
to a Trustee of a special meeting to send notice by mail at
least fortyeight hours or by telegram at least twenty-four
hours before the meeting addressed to the Trustee at his or
her usual or last known business or residence address or to
give notice to him or her in person or by telephone at least
twenty-four hours before the meeting. Notice of a meeting
need not be given to any Trustee if a written waiver of
notice, executed by him or her before or after the meeting,
is filed with the records of the meeting, or to any Trustee
who attends the meeting without protesting prior thereto or
at its commencement the lack of notice to him or her.
Neither notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.
2.4. Notice of Certain Actions by Consent. If in
accordance with
the provisions of the Declaration of Trust any action is
taken by the Trustees by a written consent of less than all
of the Trustees, then prompt notice of any such action shall
be furnished to each Trustee who did not execute such
written consent, provided that the effectiveness of such
action shall not be impaired by any delay or failure to
furnish such notice.
ARTICLE 3
Officers
3.1. Enumeration; Qualification. The officers of
the Trust shall
be a President, a Treasurer, a Secretary, and such other
officers, if any, as the Trustees from time to time may in
their discretion elect. The Trust also may have such agents
as the Trustees from time to time may in their discretion
appoint. An officer may be but need not be a Trustee or
shareholder. Any two or more offices may be held by the
same person.
3.2. Election. The President, the Treasurer and
the Secretary
shall be elected by the Trustees upon the occurrence of any
vacancy in any such office. Other officers, if any, may be
elected or appointed by the Trustees at any time. Vacancies
in any such other office may be filled at any time.
3.3. Tenure. The President, Treasurer and
Secretary shall hold
office in each case until he or she sooner dies, resigns, is
removed or becomes disqualified. Each other officer shall
hold office and each agent shall retain authority at the
pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of
these By-Laws,
each officer shall have, in addition to the duties and
powers herein and in the Declaration of Trust set forth,
such duties and powers as commonly are incident to the
office occupied by him or her as if the Trust were organized
as a Massachusetts business corporation or such other duties
and powers as the Trustees may from time to time designate.
3.5. President. Unless the Trustees otherwise
provide, the
President shall preside at all meetings of the shareholders
and of the Trustees. Unless the Trustees otherwise provide,
the President shall be the chief executive officer.
3.6. Treasurer. The Treasurer shall be the chief
financial and
accounting officer of the Trust, and, subject to the
provisions of the Declaration of Trust and to any
arrangement made by the Trustees with a custodian,
investment adviser or manager, or transfer, shareholder
servicing or similar agent, shall be in charge of the
valuable papers, books of account and accounting records of
the Trust, and shall have such other duties and powers as
may be designated from time to time by the Trustees or by
the President.
3.7. Secretary. The Secretary shall record all
proceedings of
the shareholders and the Trustees in books to be kept
therefor, which books or a copy thereof shall be kept at the
principal office of the Trust. In the absence of the
Secretary from any meeting of the shareholders or Trustees,
an Assistant Secretary, or if there be none or if he or she
is absent, a temporary Secretary chosen at such meeting
shall record the proceedings thereof in the aforesaid books.
3.8. Resignations and Removals. Any Trustee or
officer may
resign at any time by written instrument signed by him or
her and delivered to the President or Secretary or to a
meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at
some other time. The Trustees may remove any officer
elected by them with or without cause. Except to the extent
expressly provided in a written agreement with the Trust, no
Trustee or officer resigning and no officer removed shall
have any right to any compensation for any period following
his or her resignation or removal, or any right to damages
on account of such removal.
ARTICLE 4
Committees
4.1. Appointment. The Trustees may appoint from
their number an
executive committee and other committees. Except as the
Trustees otherwise may determine, any such committee may
make rules for conduct of its business.
4.2. Quorum; Voting. A majority of the members
of any Committee
of the Trustees shall constitute a quorum for the
transaction of business, and any action of such a Committee
may be taken at a meeting by a vote of a majority of the
members present (a quorum being present).
ARTICLE 5
Reports
The Trustees and officers shall render reports at
the time and in the manner required by the Declaration of
Trust or any applicable law. Officers and Committees shall
render such additional reports as they may deem desirable or
as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
The fiscal year of the Trust shall be fixed, and
shall be subject to change, by the Board of Trustees.
ARTICLE 7
Seal
The seal of the Trust shall consist of a flat-
faced die with the word "Massachusetts," together with the
name of the Trust and the year of its organization cut or
engraved thereon but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on,
and in its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered
by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
Except as the Trustees generally or in particular cases may
authorize the execution thereof in some other manner, all
deeds, leases, contracts, notes and other obligations made
by the Trustees shall be signed by the President, any Vice
President, or by the Treasurer and need not bear the seal of
the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1. Sale of Shares. Except as otherwise
determined by the Trustees, the Trust will issue and sell
for cash or securities from time to time, full and
fractional shares of its shares of beneficial interest, such
shares to be issued and sold at a price of not less than net
asset value per share, as from time to time determined in
accordance with the Declaration of Trust and these By-Laws
and, in the case of fractional shares, at a proportionate
reduction in such price. In the case of shares sold for
securities, such securities shall be valued in accordance
with the provisions for determining value of assets of the
Trust as stated in the Declaration of Trust and these By-
Laws. The officers of the Trust are severally authorized to
take all such actions as may be necessary or desirable to
carry out this Section 9.1.
9.2. Share Certificates. In lieu of issuing
certificates for shares, the Trustees or the transfer agent
either may issue receipts therefor or may keep accounts upon
the books of the Trust for the record holders of such
shares, who shall in either case, for all purposes
hereunder, be deemed to be the holders of certificates for
such shares as if they had accepted such certificates and
shall be held to have expressly assented and agreed to the
terms hereof.
The Trustees at any time may authorize the
issuance of share certificates. In that event, each
shareholder shall be entitled to a certificate stating the
number of shares owned by him or her, in such form as shall
be prescribed from time to time by the Trustees. Such
certificate shall be signed by the President or Vice
President and by the Treasurer or
Assistant Treasurer. Such signatures may be facsimile if
the certificate is signed by a transfer agent, or by a
registrar, other than a Trustee, officer or employee of the
Trust. In case any officer who has signed or whose
facsimile signature has been placed on such certificate
shall cease to be such officer before such certificate is
issued, it may be issued by the Trust with the same effect
as if he or she were such officer at the time of its issue.
9.3. Loss of Certificates. The Trust, or if any
transfer agent is appointed for the Trust, the transfer
agent with the approval of any two officers of the Trust, is
authorized to issue and countersign replacement certificates
for the shares of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other
indemnity in such form and with such security, if any, as
the Trustees may require.
9.4. Discontinuance of Issuance of Certificates.
The Trustees at any time may discontinue the issuance of
share certificates and by written notice to each
shareholder, may require the surrender of share certificates
to the Trust for cancellation. Such surrender and
cancellation shall not affect the ownership of shares in the
Trust.
ARTICLE 10
Indemnification
10.1. Trustees, Officers, etc. The Trust shall
indemnify each of its Trustees and officers (including
persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the
Trust has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a "Covered Person")
against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees
reasonably incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered
Person may be or may have been involved as a party or
otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, except with
respect to any matter as to which such Covered Person shall
have been finally adjudicated in a decision on the merits in
any such action, suit or other proceeding not to have acted
in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust and
except that no Covered Person shall be indemnified against
any liability to the Trust or its Shareholders to which such
Covered Person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
Covered Person's office. Expenses, including counsel fees
so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or
as fines or penalties), may be paid from time to time by the
Trust in advance of the final disposition or any such
action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Covered Person to repay amounts so paid
to the Trust if it is ultimately determined that
indemnification of such expenses is not authorized under
this Article, provided that (a) such Covered Person shall
provide security for his or her undertaking, (b) the Trust
shall be insured against losses arising by reason of such
Covered Person's failure to fulfill his or her undertaking,
or (c) a majority of the Trustees who are disinterested
persons and who are not Interested Persons (as that term is
defined in the Investment Company Act of 1940) (provided
that a majority of such Trustees then in office act on the
matter), or independent legal counsel in a written opinion,
shall determine, based on a review of readily available
facts (but not a full trial-type inquiry), that there is
reason to believe such Covered Person ultimately will be
entitled to indemnification.
10.2. Compromise Payment. As to any matter
disposed of (whether
by a compromise payment, pursuant to a consent decree or
otherwise) without an adjudication in a decision on the
merits by a court, or by any other body before which the
proceeding was brought, that such Covered Person either (a)
did not act in good faith in the reasonable belief that such
Covered Person's action was in the best interests of the
Trust or (b) is liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct
of such Covered Person's office, indemnification shall be
provided if (a) approved as in the best interest of the
Trust, after notice that it involves such indemnification,
by at least a majority of the Trustees who are disinterested
persons and are not Interested Persons (provided that a
majority of such Trustees then in office act on the matter),
upon a determination, based upon a review of readily
available facts (but not a full trial-type inquiry) that
such Covered Person acted in good faith in the reasonable
belief that such Covered Person's action was in the best
interests of the Trust and is not liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office, or
(b) there has been obtained an opinion in writing of
independent legal counsel, based upon a review of readily
available facts (but not a full trial-type inquiry) to the
effect that such Covered Person appears to have acted in
good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust and
that such indemnification would not protect such Covered
Person against any liability to the Trust to which such
Covered Person 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. Any approval pursuant to this Section shall not
prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section
as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that such
Covered Person's action was in the best interests of the
Trust or to have been liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office.
10.3. Indemnification Not Exclusive. The right
of indemnification hereby provided shall not be exclusive of
or affect any other rights to which any such Covered Person
may be entitled. As used in this Article 10, the term
"Covered Person" shall include such person's heirs,
executors and administrators, and a "disinterested person"
is a person against whom none of the actions, suits or other
proceedings in question or another action, suit, or other
proceeding on the same or similar grounds is then or has
been pending. Nothing contained in this Article shall
affect any rights to indemnification to which personnel of
the Trust, other than Trustees and officers, and other
persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain
liability insurance on behalf of such person.
10.4. Limitation. Notwithstanding any provisions
in the Declaration of Trust and these By-Laws pertaining to
indemnification, all such provisions are limited by the
following undertaking set forth in the rules promulgated by
the Securities and Exchange Commission:
In the event that a claim for indemnification
is asserted by a Trustee, officer or controlling
person of the Trust in connection with the
registered securities of the Trust,
the Trust will not make such
indemnification unless (i) the Trust
has submitted, before a court or other
body, the question of whether the
person to be indemnified was liable by
reason of willful misfeasance, bad
faith, gross negligence, or reckless
disregard of duties, and has obtained
a final decision on the merits that
such person was not liable by reason
of such conduct or (ii) in the absence
of such decision, the Trust shall have
obtained a reasonable determination,
based upon a review of the facts, that
such person was not liable by virtue
of such conduct, by (a) the vote of a
majority of Trustees who are neither
interested persons as such term is
defined in the Investment Company Act
of 1940, nor parties to the proceeding
or (b) an independent legal counsel in
a written opinion.
The Trust will not advance
attorneys' fees or other expenses
incurred by the person to be
indemnified unless (i) the Trust shall
have received an undertaking by or on
behalf of such person to repay the
advance unless it is ultimately
determined that such person is
entitled to indemnification and (ii)
one of the following conditions shall
have occurred: (x) such person shall
provide security for his undertaking,
(y) the Trust shall be insured against
losses arising by reason of any lawful
advances or (z) a majority of the
disinterested, non-party Trustees of
the Trust, or an independent legal
counsel in a written opinion, shall
have determined that based on a review
of readily available facts there is
reason to believe that such person
ultimately will be found entitled to
indemnification.
ARTICLE 11
Shareholders
11.1. Meetings. A meeting of the shareholders shall
be called by the Secretary whenever ordered by the Trustees, or
requested in writing by the holder or holders of at least 10% of
the outstanding shares entitled to vote at such meeting. If the
meeting is a meeting of the shareholders of one or more series
or class of shares, but not a meeting of all shareholders of the
Trust, then only the shareholders of such one or more series or
classes shall be entitled to notice of and to vote at the
meeting. If the Secretary, when so ordered or requested,
refuses or neglects for more than five days to call such
meeting, the Trustees, or the shareholders so requesting may, in
the name of the Secretary, call the meeting by giving notice
thereof in the manner required when notice is given by the
Secretary.
11.2. Access to Shareholder List. Shareholders of
record may apply to the Trustees for assistance in communicating
with other shareholders for the purpose of calling a meeting in
order to vote upon the question of removal of a Trustee. When
ten or more shareholders of record who have been such for at
least six months preceding the date of application and who hold
in the aggregate shares having a net asset value of at least
$25,000 or at least 1% of the outstanding shares, whichever is
less, so apply, the Trustees shall within five business days
either:
(i) afford to such applicants access to a list
of names and addresses of all shareholders as recorded on the
books of the Trust; or
(ii) inform such applicants of the approximate
number of shareholders of record and the approximate cost of
mailing material to them and, within a reasonable time
thereafter, mail materials submitted by the applicants to all
such shareholders of record. The Trustees shall not be
obligated to mail materials which they believe to be misleading
or in violation of applicable law.
11.3. Record Dates. For the purpose of determining
the shareholders of any series or class who are entitled to vote
or act at any
meeting or any adjournment thereof, or who are entitled to
receive payment of any dividend or of any other distribution,
the Trustees from time to time may fix a time, which shall be
not more than 90 days before the date of any meeting of
shareholders or the date of payment of any dividend or of any
other distribution, as the record date for determining the
shareholders of such series or class having the right to notice
of and to vote at such meeting and any adjournment thereof or
the right to receive such dividend or distribution, and in such
case only shareholders of record on such record date shall have
such right notwithstanding any transfer of shares on the books
of the Trust after the record date; or without fixing such
record date the Trustees may for any such purposes close the
register or transfer books for all or part of such period.
11.4. Place of Meetings. All meetings of the
shareholders shall be held at the principal office of the Trust
or at such other place within the United States as shall be
designated by the Trustees or the President of the Trust.
11.5. Notice of Meetings. A written notice of each
meeting of shareholders, stating the place, date and hour and
the purposes of the meeting, shall be given at least ten days
before the meeting to each shareholder entitled to vote thereat
by leaving such notice with him or at his residence or usual
place of business or by mailing it, postage prepaid, and
addressed to such shareholder at his address as it appears in
the records of the Trust. Such notice shall be given by the
Secretary or an Assistant Secretary or by an officer designated
by the Trustees. No notice of any meeting of shareholders need
be given to a shareholder if a written waiver of notice,
executed before or after the meeting by such shareholder or his
attorney thereunto duly authorized, is filed with the records of
the meeting.
11.6. Ballots. No ballot shall be required for any
election unless requested by a shareholder present or
represented at the meeting and entitled to vote in the election.
11.7. Proxies. Shareholders entitled to vote may
vote either in person or by proxy in writing dated not more than
six months before the meeting named therein, which proxies shall
be filed with the Secretary or other person responsible to
record the proceedings of the meeting before being voted.
Unless otherwise specifically limited by their terms, such
proxies shall entitle the holders thereof to vote at any
adjournment of such meeting but shall not be valid after the
final adjournment of such meeting. The placing of a
shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to
procedures reasonably designed to verify that such instructions
have been authorized by such shareholder shall constitute
execution of such proxy by or on behalf of such shareholder.
ARTICLE 12
Amendments to the By-Laws
These By-Laws may be amended or repealed, in whole or
in part, by a majority of the Trustees then in office at any
meeting of the Trustees, or by one or more writings signed by
such a majority.
Dated: April 24, 1992
Amended:
December 31,
1999
