Item 77Q1-(a) MATERIAL AMENDMENTS TO CHARTER OR BY-LAWS:
THE COMMERCE FUNDS
AMENDED AND RESTATED BY-LAWS
These By-laws of THE COMMERCE FUNDS (the "Trust"), a Delaware business
trust, are subject to the Trust Instrument of the Trust dated February 7, 1994,
as from time to time amended, supplemented or restated (the "Trust Instrument").
Capitalized terms used herein which are defined in the Trust Instrument are used
as therein defined.
Article I
PRINCIPAL OFFICE
The principal office of the Trust shall be located in such location as
the Trustees may from time to time determine. The Trust may establish and
maintain such other offices and places of business as the Trustees may from time
to time determine.
Article II
OFFICERS AND THEIR ELECTION
Section 2.1 Officers. The officers of the Trust shall be a President, a
Treasurer, a Secretary, and such other officers as the Trustees may from time to
time elect. It shall not be necessary for any Trustee or other officer to be a
holder of Shares in the Trust.
Section 2.2 Election of Officers. Two or more offices may be held by a single
person. Subject to the provisions of Section 2.3 hereof, the officers shall hold
office until their successors are chosen and qualified and serve at the pleasure
of the Trustees.
Section 2.3 Resignations. Any officer of the Trust may resign by filing a
written resignation with the President, the Secretary or the Trustees, which
resignation shall take effect on being so filed or at such later time as may be
therein specified.
Article III
POWERS AND DUTIES OF OFFICERS AND TRUSTEES
Section 3.1 Chief Executive Officer. Unless the Trustees have designated the
Chairman as the chief executive officer of the Trust, the President shall be the
chief executive officer of the Trust. Subject to the direction of the Trustees,
the chief executive officer shall have general administration of the business
and policies of the Trust. Except as the Trustees may otherwise order, the chief
executive officer shall have the power to grant, issue, execute or sign such
powers of attorney, proxies, agreements or other documents as may be deemed
advisable or necessary in the furtherance of the interests of the Trust or any
Series thereof. He shall also have the power to employ attorneys, accountants
and other advisers and agents and counsel for the Trust. If the President is not
the chief executive officer, he shall perform such duties as the Trustees or the
chief executive officer may from time to time designate and, at the request or
in the absence or disability of the chief executive officer, may perform all the
duties of the chief executive officer and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the chief executive
officer.
Section 3.2 Treasurer. The Treasurer shall be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such company as the Trustees shall
employ as Custodian in accordance with the Trust Instrument and applicable
provisions of law. He shall make annual reports regarding the business and
condition of the Trust, which reports shall be preserved in Trust records, and
he shall furnish such other reports regarding the business and condition of the
Trust as the Trustees may from time to time require. The Treasurer shall perform
such additional duties as the Trustees or the chief executive officer may from
time to time designate.
Section 3.3 Secretary. The Secretary shall record in books kept for the purpose
all votes and proceedings of the Trustees and the Shareholders at their
respective meetings. He shall have the custody of the seal of the Trust. The
Secretary shall perform such additional duties as the Trustees or the chief
executive officer may from time to time designate.
Section 3.4 Vice President. Any Vice President of the Trust shall perform such
duties as the Trustees or the chief executive officer may from time to time
designate. At the request or in the absence or disability of the President, the
most senior Vice President present and able to act may perform all the duties of
the President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the President.
Section 3.5 Assistant Treasurer. Any Assistant Treasurer of the Trust shall
perform such duties as the Trustees or the Treasurer may from time to time
designate, and, in the absence of the Treasurer, the most senior Assistant
Treasurer present and able to act may perform all the duties of the Treasurer.
Section 3.6 Assistant Secretary. Any Assistant Secretary of the Trust shall
perform such duties as the Trustees or the Secretary may from time to time
designate, and, in the absence of the Secretary, the most senior Assistant
Secretary present and able to act may perform all the duties of the Secretary.
Section 3.7 Subordinate Officers. The Trustees from time to time may appoint
such other officers or agents as they may deem advisable, each of whom shall
have such title, hold office for such period, have such authority and perform
such duties as the Trustees may determine.
Section 3.8 Surety Bonds. The Trustees may require any officer or agent of the
Trust to execute a bond (including, without limitation, any bond required by the
1940 Act) in such sum and with such surety or sureties as the Trustees may
determine, conditioned upon the faithful performance of his duties to the Trust
including responsibility for negligence and for the accounting of any of the
Trust's property, funds or securities that may come into his hands.
Section 3.9 Removal. Any officer may be removed from office at any time
by the Trustees.
Section 3.10 Remuneration. The salaries or other compensation, if any,
of the officers of the Trust shall be fixed from time to time by resolution of
the Trustees.
Section 3.11 Trustee Qualification. A Trustee shall cease to serve as Trustee
effective as of the last day in the fiscal year of the Trust during which the
Trustee attains the age of seventy-two years, provided that each Trustee who has
attained the age of 68 years or older as of the date of the adoption of this
by-law provision shall be permitted to serve as a Trustee until he attains the
age of seventy-five years of age.
Article IV
SHAREHOLDERS' MEETINGS
Section 4.1 Notices. Notices of any meeting of the Shareholders shall be given
by the Secretary by delivering or mailing, postage prepaid, to each Shareholder
entitled to vote at said meeting, written or printed notification of such
meeting at least fifteen days before the meeting, to such address as may be
registered with the Trust by the Shareholder. Notice of any Shareholder meeting
need not be given to any Shareholder if a written waiver of notice, executed
before or after such meeting, is filed with the record of such meeting, or to
any Shareholder who shall attend such meeting in person or by proxy. Notice of
adjournment of a Shareholders' meeting to another time or place need not be
given, if such time and place are announced at the meeting or reasonable notice
is given to persons present at the meeting.
Section 4.2 Voting-Proxies. Subject to the provisions of the Trust Instrument,
Shareholders entitled to vote may vote either in person or by proxy, provided
that either (i) an instrument authorizing such proxy to act is executed by the
Shareholder in writing and dated not more than eleven months before the meeting,
unless the instrument specifically provides for a longer period or (ii) the
Trustees adopt by resolution an electronic, telephonic, computerized or other
alternative to execution of a written instrument authorizing the proxy to act,
which authorization is received not more than eleven months before the meeting.
Proxies shall be delivered to the Secretary of the Trust or other person
responsible for recording the proceedings before being voted. A proxy with
respect to Shares 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 Trust
receives a specific written notice to the contrary from any one of them. Unless
otherwise specifically limited by their terms, proxies shall entitle the holder
thereof to vote at any adjournment of a meeting. A proxy purporting to be
exercised by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden or proving invalidity
shall rest on the challenger. At all meetings of the Shareholders, unless the
voting is conducted by inspectors, all questions relating to the qualifications
of voters, the validity of proxies, and the acceptance or rejection of votes
shall be decided by the Chairman of the meeting. Except as otherwise provided
herein or in the Trust Instrument, all matters relating to the giving, voting or
validity of proxies shall be governed by the General Corporation Law of the
State of Delaware relating to proxies, and judicial interpretations thereunder,
as if the Trust were a Delaware corporation and the Shareholders were
shareholders of a Delaware corporation.
Section 4.3 Place of Meeting. All meetings of the Shareholders shall be
held at such places as the Trustees may designate.
Article V
SHARES OF BENEFICIAL INTEREST
Section 5.1 Share Certificate. No certificates certifying the ownership of
Shares shall be issued except as the Trustees may otherwise authorize. The
Trustees may issue certificates to a Shareholder of any Series or class thereof
for any purpose and the issuance of a certificate to one or more Shareholders
shall not require the issuance of certificates generally. In the event that the
Trustees authorize the issuance of Share certificates, such certificate shall be
in the form prescribed from time to time by the Trustees and shall be signed by
the President or a Vice President and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary. Such signatures may be facsimiles if the
certificate is signed by a transfer or shareholder services 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 have ceased 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.
Section 5.2 Loss of Certificate. In case of the alleged loss or destruction or
the mutilation of a Share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may prescribe.
Section 5.3 Discontinuance of Issuance of Certificates. The Trustees may at any
time discontinue the issuance of Share certificates and may, by written notice
to each Shareholder, 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 VI
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and regulations
the accounts and books of the Trust or any of them shall be open to the
inspection of the Shareholders; and no Shareholder shall have any right to
inspect any account or book or document of the Trust except as conferred by law
or otherwise by the Trustees.
Article VII
SEAL
The seal of the Trust shall be circular in form bearing the
inscription:
"THE COMMERCE FUNDS -- 1994
THE STATE OF DELAWARE"
The form of the seal shall be subject to alteration by the Trustees 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 Trustee of the Trust shall have authority to affix the
seal of the Trust to any document, instrument or other paper executed and
delivered by or on behalf of the Trust; however, unless otherwise required by
the Trustees, the seal shall not be necessary to be placed on and its absence
shall not impair the validity of any document, instrument, or other paper
executed by or on behalf of the Trust.
Article VIII
AMENDMENTS
These By-laws may be amended from time to time by the Trustees.
Article IX
HEADINGS
Headings are placed in these By-laws for convenience of reference only
and, in case of any conflict, the text of these By-laws rather than the headings
shall control.
As amended and restated on April 26, 2000.
