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SIGNATURE MICHAEL PIGNATARO
TITLE SECRETARY
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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AMENDED AND RESTATED BYLAWS
OF
THE EMERGING MARKETS INFRASTRUCTURE FUND, INC.
BYLAW-ONE: NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.
Article 1.1. Name. The name of the Company is The Emerging Markets
Infrastructure Fund, Inc.
Article 1.2. Principal Offices. The principal office of the Company
in the State of Maryland shall be located in Baltimore, Maryland.
The Company may, in addition, establish and maintain such other
offices and places of business within or outside the State o
f Maryland as the Board of Directors may from time to time determine.
Article 1.3. Seal. The corporate seal of the Company shall be
circular in form and shall bear the name of the Company, the yea
r of its incorporation and the words "Corporate Seal, Maryland."
The form of the seal shall be subject to alteration by the Board
of Directors and the seal may be used by causing it or a facsimile
to be impressed or affixed or printed or otherwise reproduced. Any
Officer or Director of the Company shall have authority to affix the
corporate seal of the Company to any document requiring the same.
BYLAW-TWO: STOCKHOLDERS.
Article 2.1. Place of Meetings. All meetings of the Stockholders
shall be held at such place within the United States, whether within
or outside the State of Maryland, as the Board of Directors shall
determine, which shall be stated in the notice of the meeting or in
a duly executed waiver of notice thereof.
Article 2.2. Annual Meeting. Commencing in 1993, the annual meeting
of the Stockholders of the Company shall be held at such place as the
Board of Directors shall select on such date, during the 31-day period
ending four months after the end of the Company's fiscal year, as may
be fixed by the Board of Directors each year, at which time the
Stockholders shall elect Directors by a plurality of votes cast,
and transact such other business as may properly come before the
meeting. Any business of the Company may be transacted at the annual
meeting without being specially designated in the notice except as
otherwise provided by statute, by the Articles of Incorporation or
by these Bylaws.
Article 2.3. Special Meetings. Special meetings of the Stockholders
for any purpose or purposes, unless otherwise prescribed by statute
or by the Articles of Incorporation, may be called by resolution of
the Board of Directors or by the President, and shall be called by
the Secretary at the request of a majority of the Board of Directors
or at the request, in writing, of Stockholders holding at least a
majority of the votes entitled to be cast at the meeting upon
payment by such Stockholders to the Company of the reasonably
estimated cost of preparing and mailing a notice of the meeting
(which estimated cost shall be provided to such Stockholders by
the Secretary of the Company). A written request shall state the
purpose or purposes of the proposed meeting and the matters proposed
to be acted upon at it. At any special meeting of the Stockholders,
only such business shall be conducted as shall be properly brought
before the meeting and has been indicated in the notice of meeting
given in accordance with Article 2.4 of these Bylaws. The chairman
of the special meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before
the meeting or is not a proper subject for the meeting; any such
business shall not be considered or transacted.
Article 2.4. Notice. Written notice of every meeting of
Stockholders, stating the purpose or purposes for which the meeting
is called, the time when and the place where it is to be held, shall
be served, either personally or by mail, not less than ten nor more
than ninety days before the meeting, upon each Stockholder as of the
record date fixed for the meeting who is entitled to notice of or to
vote at such meeting. If mailed (i) such notice shall be directed to
a Stockholder at his address as it shall appear on the books of the
Company (unless he shall have filed with the Transfer Agent of the
Company a written request that notices intended for him be mailed
to some other address, in which case it shall be mailed to the
address designated in such request) and (ii) such notice shall be
deemed to have been given as of the date when it is deposited in the
United States mail with first-class postage thereon prepaid.
Article 2.5. Notice of Stockholder Business at Annual Meetings.
(a) At any annual meeting of the Stockholders, only such business
shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, the
business must (i) be specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise be properly brought before the meeting by
or at the direction of the Board of Directors, or (iii) otherwise
(x) be properly brought before the meeting by a Stockholder who is
entitled to vote at the meeting, who complies with the notice
procedures set forth in this Article 2.5 and who is a Stockholder
of record at the time such notice is delivered to the Secretary of
the Company, and (y) constitute a proper subject to be brought before
the meeting.
(b) For business to be properly brought before an annual meeting
by a Stockholder, the Stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely,
such notice must be delivered to or mailed and received at the
principal executive offices of the Company not later than 45 days
before the date in the then current year corresponding to the date
on which the Company first mailed its notice and proxy materials for
the annual meeting held in the prior year; provided, however, that in
the event that the date of the annual meeting is advanced or delayed
by more than 30 days from the first anniversary of the preceding
year's annual meeting, notice by such Stockholder to be timely must
be so received not later than the close of business on the 10th day
following the day on which notice or public announcement of the date
of such meeting was given or made. In no event shall the public
announcement of an adjournment of an annual meeting commence a new
time period for the giving of a Stockholder's notice as described
above.
(c) Any such notice by a Stockholder shall set forth as
to each matter the Stockholder proposes to bring before the
annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the Company's
books, of the Stockholder proposing such business, (iii) the
class and number of shares of the capital stock of the
Company which are beneficially owned by the Stockholder,
(iv) a representation that the Stockholder is a holder of
record of shares of the Company entitled to vote at such
meeting and intends to appear in person or by proxy at the
meeting to present such business, (v) whether the Stockholder
intends or is part of a group which intends to solicit proxies
from other Stockholders in support of such business, and (vi)
any material interest of the Stockholder in such business.
(d) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Article 2.5. The
chairman of the annual meeting shall, if the facts warrant, determine
and declare to the meeting that (i) the business proposed to be
brought before the meeting is not a proper subject thereof and/or
(ii) such business was not properly brought before the meeting in
accordance with the provisions of this Article 2.5, and, if he should
so determine, he shall so declare to the meeting that any such
business shall not be considered or transacted.
(e) For purpose of Articles 2.5 and 3.3 of these Bylaws, "public
announcement" shall mean disclosure in a press release reported by
the Dow Jones News Service, Bloomberg or comparable news service or
in a document publicly filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934
or the Investment Company Act of 1940, as amended.
Article 2.6. Quorum. The holders of a majority of the stock issued
and outstanding and entitled to vote, present in person or
represented by proxy, shall be requisite and shall constitute a
quorum at all meetings of the Stockholders for the transaction of
business except as otherwise provided by statute, by the Articles of
Incorporation or by these Bylaws. If a quorum shall not be present
or represented, the Stockholders entitled to vote thereat, present in
person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at
the meeting, to a date not more than 120 days after the original
record date, until a quorum shall be present or represented. At such
adjourned meeting, at which a quorum shall be present or represented,
any business which might have been transacted at the original meeting
may be transacted.
Article 2.7. Vote of the Meeting. When a quorum is present or
represented at any meeting, the vote of the holders of a majority of
the votes cast shall decide any question brought before such meeting
(except with respect to election of directors which shall be by a
plurality of votes cast), unless the question is one upon which, by
express provisions of applicable statutes, of the Articles of
Incorporation or of these Bylaws, a different vote is required,
in which case such express provisions shall govern and control the
decision of such question.
Article 2.8. Voting Rights of Stockholders. Each Stockholder of
record having the right to vote shall be entitled at every meeting
of the Stockholders of the Company to one vote for each share of
stock having voting power standing in the name of such Stockholder
on the books of the Company on the record date fixed in accordance
with Article 6.5 of these Bylaws, with pro rata voting rights for any
fractional shares, and such votes may be cast either in person or by
written proxy.
Article 2.9. Organization. At every meeting of the Stockholders,
the Chairman of the Board, or in his absence or inability to act, the
President or a Vice President of the Company, shall act as chairman
of the meeting. The Secretary, or in his absence or inability to
act, a person appointed by the chairman of the meeting, shall act as
secretary of the meeting and keep the minutes of the meeting.
The Board of Directors of the Company shall be entitled to make such
rules or regulations for the conduct of meetings of Stockholders as it
shall deem necessary or appropriate. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the
meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the
judgment of such chairman, are necessary or appropriate for the
proper conduct of the meeting, including, without limitation,
establishing an order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to
Stockholders of record of the Company and their duly authorized
and constituted proxies, and such other persons as the chairman
shall permit, limitations on the time allotted to questions or
comments by participants and regulation of the opening and closing
of the polls for balloting and matters which are to be voted on by
ballot.
Article 2.10. Proxies. Every proxy must be executed in writing by
the Stockholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after the expiration of eleven months from the date of
its execution unless it shall have specified therein its duration.
Every proxy shall be revocable at the pleasure of the person
executing it or of his personal representatives or assigns. Proxies
shall be delivered prior to the meeting to the Secretary of the
Company or to the person acting as Secretary of the meeting before
being voted. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by one of them unless,
at or prior to exercise of such proxy, the Company receives a
specific written notice to the contrary from any one of them.
A proxy purporting to be executed by or on behalf of a Stockholder
shall be deemed valid unless challenged at or prior to its exercise.
Article 2.11. Stock Ledger and List of Stockholders. It shall be the
duty of the Secretary or Assistant Secretary of the Company to cause
an original or duplicate stock ledger to be maintained at the office
of the Company's Transfer Agent.
Article 2.12. Action without Meeting. Any action to be taken by
Stockholders may be taken without a meeting if (1) all Stockholders
entitled to vote on the matter consent to the action in writing, (2)
all Stockholders entitled to notice of the meeting but not entitled
to vote at it sign a written waiver of any right to dissent and (3)
said consents and waivers are filed with the records of the meetings
of Stockholders. Such consent shall be treated for all purposes as a
vote at a meeting.
BYLAW-THREE: BOARD OF DIRECTORS.
Article 3.1. General Powers. Except as otherwise provided in the
Articles of Incorporation, the business and affairs of the Company
shall be managed under the direction of the Board of Directors. All
powers of the Company may be exercised by or under authority of the
Board of Directors except as conferred on or reserved to the
Stockholders by law, by the Articles of Incorporation or by these
Bylaws.
Article 3.2. Board of Three to Nine Directors. The Board of
Directors shall consist of not less than three (3) nor more than
nine (9) Directors; provided that if there are less than three
stockholders, the number of Directors may be less than three but not
less than the number of stockholders or one, if less. Directors need
not be Stockholders. The majority of the entire Board of Directors
shall have power from time to time to increase or decrease the number
of Directors. If the number of Directors is increased, the
additional Directors may be elected by a majority of the Directors
in office at the time of the increase. If such additional Directors
are not so elected by the Directors in office at the time they
increase the number of places on the Board, or if the additional
Directors are elected by the existing Directors prior to the first
meeting of the Stockholders of the Company, then in either of such
events the additional Directors shall be elected or reelected by the
Stockholders at their next annual meeting or at an earlier special
meeting called for that purpose.
Beginning with the first annual meeting of Stockholders held after
the initial public offering of the shares of the Company (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.
Article 3.3. Director Nominations.
(a) Only persons who are nominated in accordance with the
procedures set forth in this Article 3.3 shall be eligible for
election or re-election as Directors. Nominations of persons for
election or re-election to the Board of Directors of the Company may
be made at an annual meeting of Stockholders or at a special meeting
of Stockholders as to which the Company's notice of the meeting
provides for election of directors, by or at the direction of the
Board of Directors or by any Stockholder of the Company who is
entitled to vote for the election of such nominee at the meeting,
who complies with the notice procedures set forth in this Article
3.3 and who is a Stockholder of record at the time such notice is
delivered to the Secretary of the Company.
(b) Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely
notice delivered in writing to the Secretary of the Company. To be
timely, (i) any notice of nomination(s) by a Stockholder given in
connection with an annual meeting must be delivered to or mailed and
received at the principal executive offices of the Company not later
than 45 days before the date in the then current year corresponding
to the date on which the Company first mailed its notice and proxy
materials for the annual meeting held in the prior year; provided,
however, that in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the first anniversary
of the preceding year's annual meeting, notice by such Stockholder to
be timely must be so received not later than the close of business on
the 10th day following the day on which notice or public announcement
of the date of such meeting was given or made, and (ii) any notice of
nomination(s) given in connection with a special meeting as to which
the Company's notice of the meeting provides for election of
directors must be delivered to or mailed and received at the
principal executive offices of the Company not later than 60 days
prior to the date of the meeting; provided, however, that if less
than 70 days' notice or prior public disclosure of the date of such
special meeting is given or made to Stockholders, any such notice by
a Stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which notice
of the date of such special meeting was given or such public
disclosure was made. In no event shall the public announcement
of an adjournment of a meeting commence a new time period for the
giving of a Stockholder's notice of nomination(s) as described above.
(c) Any such notice by a Stockholder shall set forth (i) as to
each person whom the Stockholder proposes to nominate for election
or re-election as a Director, (A) the name, age, business address
and residence address of such person, (B) the principal occupation
or employment of such person, (C) the class and number of shares of
the capital stock of the Company which are beneficially owned by such
person and (D) any other information relating to such person that is
required to be disclosed in solicitations of proxies for the election
of Directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934 or any successor regulation thereto (including without
limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected and
whether any person intends to seek reimbursement from the Company o
f the expenses of any solicitation of proxies should such person be
elected a Director of the Company); and (ii) as to the Stockholder
giving the notice (A) the name and address, as they appear on the
Company's books, of such Stockholder, (B) the class and number of
shares of the capital stock of the Company which are beneficially
owned by such Stockholder, (C) a representation that the Stockholder
is a holder of record of shares of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the
meeting to present such nomination(s) and (D) whether the Stockholder
intends or is part of a group which intends to solicit proxies from
other Stockholders in support of such nomination(s). At the request
of the Board of Directors any person nominated by the Board of
Directors for election as a Director shall furnish to the Secretary
of the Company that information required to be set forth in a
Stockholder's notice of nomination which pertains to the nominee.
(d) If a notice by a Stockholder is required to be given pursuant
to this Article 3.3, no person shall be entitled to receive
reimbursement from the Company of the expenses of a solicitation
of proxies for the election as a Director of a person named in such
notice unless such notice states that such reimbursement will be
sought from the Company and the Board of Directors approves such
reimbursement. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by the
Bylaws, and, if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded for all
purposes.
Article 3.4. Vacancies. Subject to the provisions of the Investment
Company Act of 1940, as amended, if the office of any Director or
Directors becomes vacant for any reason (other than an increase in
the number of Directors as provided for in Article 3.2), the
Directors in office, although less than a quorum, shall continue
to act and may choose a successor or successors, who shall hold office
until the next annual meeting of Stockholders and until his successor
is elected and qualifies, or any vacancy may be filled by the
Stockholders at any meeting thereof.
Article 3.5. Removal. At any meeting of Stockholders duly called
and at which a quorum is present, the Stockholders may, by the
affirmative vote of the holders of at least three-fourths of the
votes entitled to be cast thereon, remove any Director or Directors
from office, with or without cause, and may elect a successor or
successors to fill any resulting vacancies for the unexpired term of
the removed Director.
Article 3.6. Resignation. A Director may resign at any time by
giving written notice of his resignation to the Board of Directors
or the Chairman of the Board or the Secretary of the Company. Any
resignation shall take effect at the time specified in it or, should
the time when it is to become effective not be specified in it,
immediately upon its receipt. Acceptance of a resignation shall
not be necessary to make it effective unless the resignation states
otherwise.
Article 3.7. Place of Meetings. The Directors may hold their
meetings at the principal office of the Company or at such other
places, either within or outside the State of Maryland, as they may
from time to time determine.
Article 3.8. Regular Meetings. Regular meetings of the Board may be
held at such date and time as shall from time to time be determined
by the Board.
Article 3.9. Special Meetings. Special meetings of the Board may be
called by order of the Chairman of the Board on one day's notice
given to each Director either in person or by mail, telephone,
telegram, cable or wireless to each Director at his residence or
regular place of business. Special meetings will be called by the
Chairman of the Board or Secretary in a like manner on the written
request of a majority of the Directors.
Article 3.10. Quorum. At all meetings of the Board, the presence of
one-third of the entire Board of Directors (but not less than two
Directors unless the Board of Directors shall consist of only one
Director in which event that one Director shall constitute a quorum)
shall be necessary to constitute a quorum and sufficient for the
transaction of business, and any act of a majority present at a
meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be specifically provided by statute, by the
Articles of Incorporation or by these Bylaws. If a quorum shall not
be present at any meeting of Directors, the Directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Article 3.11. Organization. The Board of Directors shall designate
one of its members to serve as Chairman of the Board. The Chairman
of the Board shall preside at each meeting of the Board. In the
absence or inability of the Chairman of the Board to act another
Director chosen by a majority of the Directors present, shall act
as chairman of the meeting and preside at the meeting. The Secretary
(or, in his absence or inability to act, any person appointed by the
chairman) shall act as secretary of the meeting and keep the minutes
of the meeting.
Article 3.12. Informal Action by Directors and Committees. Any
action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may, except as otherwise
required by statute, 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 filed with the minutes of the
proceedings of the Board or committee. Subject to the Investment
Company Act of 1940, as amended, members of the Board of Directors
or a committee thereof 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.
Article 3.13. Executive Committee. There may be an Executive
Committee of two or more Directors appointed by the Board who may
meet at stated times or on notice to all by any of their own number.
The Executive Committee shall consult with and advise the Officers of
the Company in the management of its business and exercise such
powers of the Board of Directors as may be lawfully delegated by the
Board of Directors. Vacancies shall be filled by the Board of
Directors at any regular or special meeting. The Executive Committee
shall keep regular minutes of its proceedings and report the same to
the Board when required.
Article 3.14. Audit Committee. There shall be an Audit Committee of
two or more Directors who are not "interested persons" of the Company
(as defined in the Investment Company Act of 1940, as amended)
appointed by the Board who may meet at stated times or on notice to
all by any of their own number. The Committee's duties shall include
reviewing both the audit and other work of the Company's independent
accountants, recommending to the Board of Directors the independent
accountants to be retained, and reviewing generally the maintenance
and safekeeping of the Company's records and documents.
Article 3.15. Other Committees. The Board of Directors may appoint
other committees composed of one or more members which shall in each
case consist of such number of members and shall have and may
exercise, to the extent permitted by law, such powers as the Board
may determine in the resolution appointing them. A majority of all
members of any such committee may determine its action, and fix the
time and place of its meetings, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power at any
time to change the members and, to the extent permitted by law, to
change the powers of any such committee, to fill vacancies and to
discharge any such committee.
Article 3.16. Compensation of Directors. The Board may, by
resolution, determine what compensation and reimbursement of expenses
of attendance at meetings, if any, shall be paid to Directors in
connection with their service on the Board. Nothing herein
contained shall be construed to preclude any Director from serving
the Company in any other capacity or from receiving compensation
therefor.
BYLAW-FOUR: OFFICERS.
Article 4.1. Officers. The Officers of the Company shall be fixed
by the Board of Directors and shall include a President, Vice
President, Secretary and Treasurer. Any two offices may be held by
the same person except the offices of President and Vice President.
A person who holds more than one office in the Company may not act in
more than one capacity to execute, acknowledge or verify an
instrument required by law to be executed, acknowledged or verified
by more than one officer.
Article 4.2. Appointment of Officers. The Directors shall appoint
the Officers, who need not be members of the Board.
Article 4.3. Additional Officers. The Board may appoint such other
Officers and agents as it shall deem necessary who shall exercise
such powers and perform such duties as shall be determined from time
to time by the Board.
Article 4.4. Salaries of Officers. The salaries of all Officers of
the Company shall be fixed by the Board of Directors.
Article 4.5. Term, Removal, Vacancies. The Officers of the Company
shall serve at the pleasure of the Board of Directors and hold office
for one year and until their successors are chosen and qualify in
their stead. Any Officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a
majority of the Directors. If the office of any Officer becomes
vacant for any reason, the vacancy shall be filled by the Board of
Directors.
Article 4.6. President. The President shall be the chief executive
officer of the Company, shall, subject to the supervision of the
Board of Directors, have general responsibility for the management
of the business of the Company and shall see that all orders and
resolutions of the Board are carried into effect.
Article 4.7. Vice President. Any Vice President shall, in the
absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other
duties as the Board of Directors shall prescribe.
Article 4.8. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Company and shall deposit all moneys and other valuable effects in
the name and to the credit of the Company in such depositories as may
be designated by the Board of Directors. He shall disburse the funds
of the Company as may be ordered by the Board, taking proper vouchers
for such disbursements, and shall render to the Chairman of the Board
and Directors at the regular meetings of the Board, or whenever they
may require it, an account of the financial condition of the Company.
Any Assistant Treasurer may perform such duties of the Treasurer as
the Treasurer or the Board of Directors may assign, and, in the
absence of the Treasurer, may perform all the duties of the
Treasurer.
Article 4.9. Secretary. The Secretary shall attend meetings of the
Board and meetings of the Stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose, and
shall perform like duties for the Executive Committee of the Board
when required. He shall give or cause to be given notice of all
meetings of Stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed by
the Board of Directors. He shall keep in safe custody the seal of
the Company and affix it to any instrument when authorized by the
Board of Directors.
Any Assistant Secretary may perform such duties of the Secretary as
the Secretary or the Board of Directors may assign, and, in the
absence of the Secretary, may perform all the duties of the
Secretary.
Article 4.10. Subordinate Officers. The Board of Directors from
time to time may appoint such other officers or agents as it may deem
advisable, each of whom shall serve at the pleasure of the Board of
Directors and have such title, hold office for such period, have such
authority and perform such duties as the Board of Directors may
determine. The Board of Directors from time to time may delegate to
one or more officers or agents the power to appoint any such
subordinate officers or agents and to prescribe their respective
rights, terms of office, authorities and duties.
Article 4.11. Surety Bonds. The Board of Directors may require any
officer or agent of the Company to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940,
as amended, and the rules and regulations of the Securities and
Exchange Commission) to the Company in such sum and with such surety
or sureties as the Board of Directors may determine, conditioned upon
the faithful performance of his duties to the Company, including
responsibility for negligence and for the accounting of any of the
Company's property, funds or securities that may come into his
hands.
BYLAW-FIVE: GENERAL PROVISIONS.
Article 5.1. Waiver of Notice. Whenever the Stockholders or the
Board of Directors are authorized by statute, the provisions of the
Articles of Incorporation or these Bylaws to take any action at any
meeting after notice, such notice may be waived, in writing, before
or after the holding of the meeting, by the person or persons
entitled to such notice, or, in the case of a Stockholder, by his
duly authorized attorney-in-fact. Such notice is also waived if the
person entitled to the notice is present at the meeting in person,
or, in the case of a stockholder, by proxy.
Article 5.2. Indemnity.
(a) The Company shall indemnify its directors to the fullest
extent that indemnification of directors is permitted by the Maryland
General Corporation Law. The Company shall indemnify its officers
to the same extent as its directors and to such further extent as is
consistent with law. The Company shall indemnify its directors and
officers who, while serving as directors or officers, also serve at
the request of the Company as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan to
the fullest extent consistent with law. The indemnification and
other rights provided by this Article shall continue as to a person
who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person.
This Article shall not protect any such person against any liability
to the Company or any Stockholder thereof to which such 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 ("disabling conduct").
(b) Any current or former director or officer of the Company
seeking indemnification within the scope of this Article shall be
entitled to advances from the Company for payment of the reasonable
expenses incurred by him in connection with the matter as to which he
is seeking indemnification in the manner and to the fullest extent
permissible under the Maryland General Corporation Law. The person
seeking indemnification shall provide to the Company a written
affirmation of his good faith belief that the standard of conduct
necessary for indemnification by the Company has been met and a
written undertaking to repay any such advance if it should ultimately
be determined that the standard of conduct has not been met. In
addition, at least one of the following conditions shall be met:
(i) the person seeking indemnification shall provide security in form
and amount acceptable to the Company for his undertaking; (ii) the
Company is insured against losses arising by reason of the advance;
or (iii) a majority of a quorum of directors of the Company who are
neither "interested persons" as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended, nor parties to the
proceeding ("disinterested non-party directors"), or independent
legal counsel, in a written opinion, shall have determined, based
on a review of facts readily available to the Company at the time
the advance is proposed to be made, that there is reason to believe
that the person seeking indemnification will ultimately be found to
be entitled to indemnification.
(c) At the request of any person claiming indemnification under
this Article, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with the Maryland General
Corporation Law, whether the standards required by this Article
have been met. Indemnification shall be made only following: (i)
a final decision on the merits by a court or other body before whom
the proceeding was brought that the person to be indemnified was not
liable by reason of disabling conduct or (ii) in the absence of such
a decision, a reasonable determination, based upon a review of the
facts, that the person to be indemnified was not liable by reason of
disabling conduct by (a) the vote of a majority of a quorum of
disinterested non-party directors or (b) an independent legal counsel
in a written opinion.
(d) Employees and agents who are not officers or directors of the
Company may be indemnified, and reasonable expenses may be advanced
to such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations imposed
by the Investment Company Act of 1940.
(e) The Board of Directors may make further provision consistent
with law for indemnification and advance of expenses to directors,
officers, employees and agents by resolution, agreement or otherwise.
The indemnification provided by this Article shall not be deemed
exclusive of any other right, with respect to indemnification or
otherwise,to which those seeking indemnification may be entitled
under any insurance or other agreement or resolution of stockholders
or disinterested directors or otherwise.
(f) References in this Article are to the Maryland General
Corporation Law and to the Investment Company Act of 1940, as from
time to time amended. No amendment of these Bylaws shall affect any
right of any person under this Article based on any event, omission or
proceeding prior to the amendment.
Article 5.3. Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company or who, while a director, officer,
employee or agent of the Company, is or was serving at the request of
the Company as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan, against
any liability asserted against and incurred by such person in any
such capacity or arising out of such person's position; provided that
no insurance may be purchased by the Company on behalf of any person
against any liability to the Company or to its Stockholders 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 5.4. Checks. All checks or demands for money and notes of
the Company shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.
Article 5.5. Fiscal Year. The fiscal year of the Company shall be
determined by resolution of the Board of Directors.
BYLAW-SIX: CERTIFICATES OF STOCK.
Article 6.1. Certificates of Stock. The interest of each
Stockholder of the Company shall be evidenced by certificates for
shares of stock in such form as the Board of Directors may from time
to time prescribe. The certificates shall be numbered and entered in
the books of the Company as they are issued. They shall exhibit the
holder's name and the number of whole shares and no certificate shall
be valid unless it has been signed by the President, a Vice President
or the Chairman of the Board of Directors and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary and
bears the corporate seal. Any or all of the signatures or the seal
on the certificate may be a facsimile, engraved or printed. In case
any of the officers of the Company whose manual or facsimile signature
appears on any stock certificate delivered to a Transfer Agent of the
Company shall cease to be such Officer prior to the issuance of such
certificate, the Transfer Agent may nevertheless countersign and
deliver such certificate as though the person signing the same or
whose facsimile signature appears thereon had not ceased to be such
officer, unless written instructions of the Company to the contrary
are delivered to the Transfer Agent.
Article 6.2. Lost, Stolen or Destroyed Certificates. The Board of
Directors, or the President together with the Treasurer or Secretary,
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Company, alleged to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or
destroyed, or by his legal representative. When authorizing such
issue of a new certificate, the Board of Directors, or the President
and Treasurer or Secretary, may, in its or their discretion and as a
condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it or they
shall require and/or give the Company a bond in such sum and with
such surety or sureties as it or they may direct as indemnity against
any claim that may be made against the Company with respect to the
certificate alleged to have been lost, stolen or destroyed for such
newly issued certificate.
Article 6.3. Transfer of Stock. Shares of the Company shall be
transferable on the books of the Company by the holder thereof in
person or by his duly authorized attorney or legal representative
upon surrender and cancellation of a certificate or certificates for
the same number of shares of the same class, duly endorsed or
accompanied by proper evidence of succession, assignment or authority
to transfer, with such proof of the authenticity of the signature as
the Company or its agents may reasonably require. The shares of
stock of the Company may be freely transferred, and the Board of
Directors may, from time to time, adopt rules and regulations with
reference to the method of transfer of the shares of stock of the
Company.
Article 6.4. Registered Holder. The Company shall be entitled to
treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it shall
have express or other notice thereof, except as expressly provided
by statute.
Article 6.5. Record Date. The Board of Directors may fix a time not
less than 10 nor more than 90 days prior to the date of any meeting
of Stockholders or prior to the last day on which the consent or
dissent of Stockholders may be effectively expressed for any purpose
without a meeting, as the time as of which Stockholders entitled to
notice of, and to vote at, such a meeting or whose consent or dissent
is required or may be expressed for any purpose, as the case may be
, shall be determined; and all such persons who were holders of
record of voting stock at such time, and no other, shall be entitled
to notice of, and to vote at, such meeting or to express their
consent or dissent, as the case may be. If no record date has been
fixed, the record date for the determination of Stockholders entitled
to notice of, or to vote at, a meeting of Stockholders shall be the
later of the close of business on the day on which notice of the
meeting is mailed or the thirtieth day before the meeting, or, if
notice is waived by all Stockholders, at the close of business on the
tenth day next preceding the day on which the meeting is held. The
Board of Directors may also fix a time not exceeding 90 days
preceding the date fixed for the payment of any dividend or the
making of any distribution, or for the delivery of evidences of
rights, or evidences of interests arising out of any change,
conversion or exchange of capital stock, as a record time for the
determination of the Stockholder entitled to receive any such
dividend, distribution, rights or interests.
Article 6.6. Stock Ledgers. The stock ledgers of the Company,
containing the names and addresses of the Stockholders and the number
of shares held by them respectively, shall be kept at the principal
offices of the Company or at the offices of the Transfer Agent of the
Company or at such other location as may be authorized by the Board
of Directors from time to time.
Article 6.7. Transfer Agents and Registrars. The Board of Directors
may from time to time appoint or remove Transfer Agents and/or
Registrars of transfers (if any) of shares of stock of the Company,
and it may appoint the same person as both Transfer Agent and
Registrar. Upon any such appointment being made, all certificates
representing shares of capital stock thereafter issued shall be
countersigned by one of such Transfer Agents or by one of such
Registrars of transfers (if any), or by both if such Transfer Agents
or Registrars are not the same person, and shall not be valid unless
the certificates are so countersigned. If the same person shall be
both Transfer Agent and Registrar, only one countersignature by such
person shall be required.
BYLAW-SEVEN: AMENDMENTS.
Article 7.1. General. The Board of Directors, by affirmative vote of
a majority thereof, shall have the exclusive right to make, amend,
alter and repeal the Bylaws of the Company, at any regular or special
meeting, the notice or waiver of notice of which shall have specified
or summarized the proposed amendment, alteration, repeal or new Bylaw,
except as otherwise required by the Investment Company Act of 1940,
as amended.
BYLAW-EIGHT: SPECIAL PROVISIONS.
Article 8.1. Actions Relating to Discount in Price of the Company's
Shares. In the event that at any time after the second anniversary
of the initial public offering of shares of the Company's Common
Stock, such shares publicly trade for a substantial period of time at
a substantial discount from the Company's then current net asset value
per share, the Board of Directors shall consider, at its next
regularly scheduled meeting, taking various actions designed to
eliminate the discount. The actions considered by the Board of
Directors may include periodic repurchases by the Company of its
shares of Common Stock or an amendment to the Company's Articles of
Incorporation to make the Company's Common Stock a "redeemable
security" (as such term is defined in the Investment Company Act
of 1940), subject in all events to compliance with all applicable
provisions of the Company's Articles of Incorporation, these Bylaws,
the Maryland General Corporation Law and the Investment Company Act
of 1940.
Dated: November 9, 1999
??
0097908.08
- -6-
Report of Independent Accountants
To the Shareholders and Board of Directors
of The Emerging Markets Infrastructure Fund, Inc.:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
The Emerging Markets Infrastructure Fund, Inc. (the "Fund") at
November 30, 1999, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for the periods
presented in conformity with accounting
principles generally accepted in the United States. These financial
statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these financial statements in accordance with auditing standards
generally accepted in the United States, which require that we plan
and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at
November 30, 1999 by correspondence with the custodian and brokers,
provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 26, 2000
