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SIGNATURE JOANNE KILKEARY
TITLE VICE PRESIDENT
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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</TABLE>
Amended and Restated
as of 7/22/1998
AMENDED AND RESTATED BY-LAWS
OF
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
A Maryland Corporation
A PARAGRAPH NUMBER DEFINITION IS PLACED HERE FOR
AUTOMATIC PARAGRAPH NUMERING. THE LEVELS BEING
USED ARE:
Level 1 - I Level 2 - 1. Level 3 - (a)
I ARTICLE
OFFICES
1. SECTION Principal Office in
Maryland. The Foreign & Colonial Emerging Middle East
Fund, Inc. (the "Corporation") shall have a principal
office in the City of Baltimore, State of Maryland.
1. SECTION Other Offices. The Corporation may have offices
also at such other places within and without the State of Maryland as the
Board of Directors may from time to time determine or as the business of
the Corporation may require.
I ARTICLE
STOCKHOLDERS
1. SECTION Annual Meetings. The annual
meeting of the stockholders of the Corporation shall be
held on a date not less than sixty (60) nor more than
ninety (90) days following the end of the Corporation's
fiscal year fixed from time to time by the Board of
Directors. An annual meeting may be held at any place
in or out of the State of Maryland and at any time, each
as may be determined by the Board of Directors and
designated in the notice of the meeting. Any business
of the Corporation may be transacted at an annual meeting
without the purposes having been specified in the notice
unless otherwise provided by statute, the Corporation's
Articles of Incorporation, as amended from time to time
(the "Charter"), or these By-Laws.
1. SECTION Special Meetings. Special meetings of the
stockholders
for any purpose or purposes, unless otherwise prescribed by statute or by the
Corporation's Charter, may be held at any place within the United States,
and may be called at any time by the Board of Directors or by the Chairman
or the President, and shall be called by the Secretary (or in his absence,
an Assistant Secretary) at the request in writing of stockholders entitled
to cast at least a majority of the votes entitled to be cast at the meeting
upon payment by such stockholders to the Corporation 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 Corporation). A written request shall state the purpose or purposes
of the proposed meeting.
1. SECTION Notice of Meetings. Written or printed notice of
the purpose or purposes and of the time and place of every meeting of the
stockholders shall be given by the Secretary of the Corporation to each
stockholder of record entitled to vote at or to notice of the meeting,
by placing the notice in the mail at least ten (10) days, but not more
than ninety (90) days, prior to the date designated for the meeting
addressed to each stockholder at his address appearing on the books
of the Corporation or supplied by the stockholder to the Corporation
for the purpose of notice. Notice of any meeting of stockholders shall
be deemed waived by any stockholder who attends the meeting in person
or by proxy, or who before or after the meeting submits a signed waiver
of notice that is filed with the records of the meeting.
1. SECTION Notice of Stockholder Business.
(a) At any annual or special 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 be (i) (A) specified in the
notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (B) otherwise properly
brought before the meeting by or at the direction of the Board
of Directors, or (C) otherwise properly brought before the meeting
by a stockholder in accordance with Section 4(b) below and (ii)
a proper subject under applicable law for stockholder action.
To be properly brought before a special meeting, the business
must be (i) (A) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board of Directors, or (B) otherwise properly brought before the
meeting by or at the direction of the Board of Directors and (ii)
a proper subject under applicable law for stockholder action.
(a) For any stockholder proposal to be presented in
connection with an annual meeting of stockholders of the Corporation
(other than proposals made under Rule 14a-8 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), including
any proposal relating to the nomination of a director to be elected
to the Board of Directors of the Corporation, the stockholder must
have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered
to the Secretary at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the stockholder to be timely must
be so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of
the 60th day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of
such meeting is first made. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the
Exchange Act (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such stockholder
and of the beneficial owner, if any, on whose behalf the proposal
is made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made, (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial
owner and (ii) the class and number of shares of stock of the
Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.
(a) Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at any stockholder
meeting except in accordance with the procedures set forth in
this Section 4. The Chairman of the stockholder meeting shall,
if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in
accordance with the provisions of this Section 4, and if he
should so determine, he shall so declare to the meeting that
any such business not properly brought before the meeting shall
not be considered or transacted.
1. SECTION Quorum; Voting. Except as otherwise
provided by statute or by the Corporation's Charter, the presence
in person or by proxy of stockholders of the Corporation entitled
to cast at least a majority of the votes entitled to be cast shall
constitute a quorum at each meeting of the stockholders. A majority
of the votes cast at a meeting at which a quorum is present is
sufficient to approve any matter which properly comes before the
meeting, except that a plurality of the votes cast at a meeting
at which a quorum is present shall be sufficient to elect directors.
In the absence of a quorum, the stockholders present in person or
by proxy at the meeting, by majority vote and without notice other
than by announcement at the meeting, may adjourn the meeting from
time to time as provided in this Section 5 until a quorum shall
attend. The stockholders present at any duly organized meeting
may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.
1. SECTION Adjournment. Any meeting of the stockholders
may be adjourned from time to time, without notice other than by
announcement at the meeting at which the adjournment is taken.
At any adjourned meeting at which a quorum shall be present any
action may be taken that could have been taken at the meeting
originally called. A meeting of the stockholders may not be adjourned
to a date more than one hundred twenty (120) days after the original
record date.
1. SECTION Organization. At every meeting of the
stockholders, the Chairman of the Board, or in his absence or
inability to act, the President, or in his absence or inability
to act, a Vice President, or in the absence or inability to act
of all the Vice Presidents, a chairman chosen by the stockholders,
shall act as chairman of the meeting. The Secretary, or in his or
her 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.
1. SECTION Order of Business. The order of business
at all meetings of the stockholders shall be as determined by the
chairman of the meeting.
1. SECTION Proxies. A stockholder may vote the stock
he owns of record either in person or by written proxy signed by the
stockholder or by his duly authorized agent. Stockholders may
authorize others to act as proxies by means of facsimile signatures,
electronic transmissions, internet transmissions, telephone,
telegrams, datagrams, proxygrams and other reasonable means
authorized or accepted by the Corporation, subject to the
reasonable satisfaction of the Corporation that the stockholder
has authorized the creation of the proxy. No proxy shall be valid
after the expiration of eleven (11) months from the date thereof,
unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the stockholder executing it, except
in those cases in which the proxy states that it is irrevocable
and in which an irrevocable proxy is permitted by law.
1. SECTION Fixing of Record Date for Determining
Stockholders Entitled to Vote at Meeting. The Board of
Directors shall set a record date for the purpose of
determining stockholders entitled to vote at any meeting of
the stockholders. The record date for a particular meeting
shall be not more than ninety (90) nor fewer than ten (10)
days before the date of the meeting. All persons who were
holders of record of shares as of the record date of a
meeting, and no others, shall be entitled to notice of and to vote
at such meeting and any adjournment thereof.
1. SECTION Inspectors. The Board of Directors may, in
advance of any meeting of stockholders, appoint one (1) or more
inspectors to act at the meeting or at any adjournment of the meeting.
If the inspectors shall not be so appointed or if any of them shall
fail to appear or act, the chairman of the meeting may appoint
inspectors. Each inspector, before entering upon the discharge
of his duties, shall, if required by the chairman of the meeting,
take and sign an oath to execute faithfully the duties of inspector
at the meeting with strict impartiality and according to the best of
his ability. The inspectors, if appointed, shall determine the
number of shares outstanding, the number of shares represented
at the meeting, the existence of a quorum and the validity and
effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do those acts as
are proper to conduct the election or vote with fairness to all
stockholders. On request of the chairman of the meeting or any
stockholder entitled to vote at the meeting, the inspectors shall
make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact
found by them. No director or candidate for the office of
director shall act as inspector of an election of directors.
Inspectors need not be stockholders of the Corporation.
1. SECTION Consent of Stockholders in Lieu of Meeting.
Except as otherwise provided by statute or the Corporation's Charter,
any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without
prior notice and without a vote, if the following are filed with
the records of stockholders' meetings: (a) a unanimous written
consent that sets forth the action and is signed by each stockholder
entitled to vote on the matter and (b) a written waiver of any right
to dissent signed by each stockholder entitled to notice of the
meeting but not entitled to vote at the meeting.
I ARTICLE
BOARD OF DIRECTORS
1. SECTION General Powers.
Except as otherwise provided in the
Corporation's Charter, the business and
affairs of the Corporation shall be
managed under the direction of the
Board of Directors. All powers of the
Corporation 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 Corporation's
Charter or by these By-Laws.
1. SECTION Number, Election and Term of Directors.
The number of directors constituting the entire Board of Directors
(which initially was fixed at one (1) in the Corporation's Charter)
may be changed from time to time by a majority of the entire Board
of Directors; provided, however, that the number of directors shall
in no event be fewer than that required by law, nor more than twelve
(12). Beginning with the first annual meeting of stockholders of the
Corporation and if at such time, the number of directors shall be
three (3) or more, (the "First Annual Meeting"), the Board of
Directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III. At the First Annual Meeting,
directors of Class I shall be elected to the Board of Directors
for a term expiring at the next succeeding annual meeting of
stockholders, directors of Class II shall be elected to the Board of
Directors for a term expiring at the second succeeding annual meeting
of stockholders and directors of Class III shall be elected to the
Board of Directors for a term expiring at the third succeeding annual
meeting of stockholders. At each subsequent annual meeting of
stockholders, 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
subsequent to their election. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 5
of this Article III, and each director elected shall hold office for
the term provided above and until his successor shall have been
elected and shall have qualified, or until his death, or until he
shall have resigned or have been removed as provided in these
By- Laws, or as otherwise provided by statute or the Corporation's
Charter. Any vacancy created by an increase in directors may be
filled in accordance with Section 5 of this Article III.
No reduction in the number of directors shall have the effect of
removing any director from office prior to the expiration of his
term unless the director is specifically removed pursuant to Section
4 of this Article III at the time of the decrease.
1. SECTION Resignation. A director of the Corporation
may resign at any time by giving written notice of his resignation
to the Board of Directors or the Chairman of the Board or to the
Vice- Chairman of the Board or the President or the Secretary of
the Corporation. 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.
1. SECTION Removal of Directors. A director of the
Corporation may be removed from office only for cause and then only
by vote of the holders of at least seventy-five percent (75%) of the
votes entitled to be cast for the election of directors.
1. SECTION Vacancies. Subject to the provisions of the
Investment Company Act of 1940 (the "1940 Act"), any vacancies in the
Board of Directors, whether arising from death, resignation, removal
or any other cause except an increase in the number of directors,
shall be filled by a vote of the majority of the remaining Directors
whether or not sufficient to constitute a quorum. A majority of the
entire Board may fill a vacancy that results from an increase in the
number of directors. Notwithstanding the foregoing, if the
stockholders of any class of the Corporation's capital stock are
entitled separately to elect one or more directors, a majority of
the remaining directors elected by that class or the sole remaining
director elected by that class may fill any vacancy among the number
of directors elected by that class. Any director appointed by the
Board of Directors to fill a vacancy shall hold office only until the
next annual meeting of stockholders of the Corporation and until a
successor has been elected and qualifies. Any director elected by
the stockholders to fill a vacancy shall hold office for the balance
of the term of the director he replaced.
1. SECTION Place of Meetings. Meetings of the Board
may be held at any place that the Board of Directors may from time
to time determine or that is specified in the notice of the meeting.
1. SECTION Regular Meetings. Regular meetings of the
Board of Directors may be held without notice at the time and place
determined by the Board of Directors.
1. SECTION Special Meetings. Special meetings of the
Board of Directors may be called by two (2) or more directors of the
Corporation or by the Chairman of the Board or the President.
2. SECTION Annual Meeting. The annual meeting of the
newly elected and other directors shall be held as soon as practicable
after the meeting of stockholders at which the newly elected directors
were elected. No notice of such annual meeting shall be necessary if
such meeting is held immediately after the adjournment, and at the
site, of the meeting of stockholders. If not so held, notice shall
be given as hereinafter provided for special meetings of the Board
of Directors.
1. SECTION Notice of Special Meetings. Notice of each
special meeting of the Board of Directors shall be given by the
Secretary as hereinafter provided. Each notice shall state the
time and place of the meeting and shall be delivered to each
director, either personally or by telephone or other standard
form of telecommunication, at least twenty-four (24) hours before
the time at which the meeting is to be held, or by first-class mail,
postage prepaid, addressed to the director at his residence or usual
place of business, and mailed at least three (3) days before the day
on which the meeting is to be held.
1. SECTION Waiver of Notice of Meetings. Notice of any
special meeting need not be given to any director who shall, either
before or after the meeting, sign a written waiver of notice that is
filed with the records of the meeting or who shall attend the meeting.
1. SECTION Quorum and Voting. A majority of the entire
Board of Directors shall constitute a quorum for the transaction of
business, and except as otherwise expressly required by statute, the
Corporation's Charter or these By-Laws, the act of a majority of the
directors present at any meeting at which a quorum is present shall
be the act of the Board.
1. SECTION Organization. Except as hereinafter provided,
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, the
President (if he is a director), or, in his absence or inability 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
Chairman, with the consent of a majority of the directors present,
may appoint another director to preside at a particular meeting of the
Board. The Secretary (or, in his or her 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.
1. SECTION Committees. The Board of Directors may
designate one (1) or more committees of the Board of Directors,
including an executive committee, each consisting of one (1) or
more directors. To the extent provided in the resolutions adopted
by the Board of Directors, and permitted by law, the committee or
committees shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the
Corporation. Any committee or committees shall have the name or
names determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes of
its meetings and provide those minutes to the Board of Directors
when required. The members of a committee present at any meeting,
whether or not they constitute a quorum, may appoint a director to
act in the place of an absent member.
1. SECTION Written Consent of Directors in Lieu of a
Meeting. Subject to the provisions of the 1940 Act, any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee of the Board may be taken without a
meeting if all members of the Board or committee, as the case may
be, consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board or committee.
1. SECTION Telephone Conference. Members of the Board
of Directors or any committee of the Board may participate in any
Board or committee meeting by means of a conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at
the meeting, provided, however, that such participation shall not
constitute presence in person with respect to matters which the 1940
Act, and the rules thereunder require the approval of directors by
vote cast in person at a meeting.
1. SECTION Compensation. Each director shall be
entitled to receive compensation, if any, as may from time to
time be fixed by the Board of Directors, including a fee for
each meeting of the Board or any committee thereof, regular
or special, he attends. Directors may also be reimbursed by
the Corporation for all reasonable expenses incurred in traveling
to and from the place of a Board or committee meeting.
I ARTICLE
OFFICERS, AGENTS AND EMPLOYEES
1. SECTION Number and
Qualifications. The officers of the
Corporation shall be a Chairman, a President,
a Secretary, a Treasurer, and an Assistant
Secretary, each of whom shall be elected by the
Board of Directors. The Board of Directors may
elect or appoint a Chairman of the Board of
Directors, and one (1) or more Vice Presidents
and may also appoint any other officers, assistant
officers, agents and employees it deems necessary
or proper. Any two (2) or more offices may be held
by the same person, except the offices of President
and Vice President, but no officer shall execute,
acknowledge or verify in more than one (1) capacity
any instrument required by law to be executed,
acknowledged or verified by more than one officer.
Officers shall be elected by the Board of Directors
each year at its first meeting held after the annual
meeting of stockholders, each to hold office until
the meeting of the Board following the next annual
meeting of the stockholders and until his successor
shall have been duly elected and shall have qualified,
or until his death, or until he shall have resigned
or have been removed, as provided in these By-Laws.
The Board of Directors may from time to time elect
such officers (including one or more Assistant Vice
Presidents, one or more Assistant Treasurers and one
or more Assistant Secretaries) and may appoint, or
delegate to the President the power to appoint, such
agents as may be necessary or desirable for the
business of the Corporation. Such other officers and
agents shall have such duties and shall hold their
offices for such terms as may be prescribed by the
Board or by the appointing authority.
1. SECTION Resignations. Any officer of the Corporation may
resign at any time by giving written notice of his resignation to the
Board of Directors, the Chairman of the Board, the President or the
Secretary. Any resignation shall take effect at the time specified
therein or, if the time when it shall become effective is not specified
therein, immediately upon its receipt. The acceptance of a resignation
shall not be necessary to make it effective unless otherwise stated in the
resignation.
1. SECTION Removal of Officer, Agent or Employee. Any officer,
agent or employee of the Corporation may be removed by the Board of Directors
with or without cause at any time, and the Board may delegate the power of
removal as to agents and employees not elected or appointed by the Board of
Directors. Removal shall be without prejudice to the person's contract
rights,
if any, but the appointment of any person as an officer, agent or employee of
the Corporation shall not of itself create contract rights.
1. SECTION Vacancies. A vacancy in any office, whether arising
from death, resignation, removal or any other cause, may be filled for the
unexpired portion of the term of the office that shall be vacant, in the
manner prescribed in these By-Laws for the regular election or appointment
to the office.
1. SECTION Compensation. The compensation of the officers of
the Corporation shall be fixed by the Board of Directors, but this power may
be delegated to any officer with respect to other officers under his control.
1. SECTION Bonds or Other Security. If required by the Board,
any officer, agent or employee of the Corporation shall give a bond or other
security for the faithful performance of his duties, in an amount and with
any surety or sureties as the Board may require.
1. SECTION Chairman of the Board of Directors. The Chairman of
the Board of Directors shall be the chief executive officer of the Corporation
and shall have, subject to the control of the Board of Directors, general and
active management and supervision of the business, affairs, and property of
the Corporation and its several officers and may employ and discharge
employees and agents of the Corporation, except those elected or
appointed by the Board, and he may delegate these powers. The Chairman
shall preside at all meetings of the stockholders and of the Board of
Directors. He shall execute on behalf of the Corporation all instruments
requiring such execution except to the extent that signing and execution
thereof shall be required by the President of the Corporation or shall be
expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.
1. SECTION Vice-Chairman of the Board of Directors. The
Vice- Chairman of the Board of Directors shall, in the absence of the
Chairman of the Board, preside at all meetings of the stockholders and
directors. He shall have and exercise all the powers and authority of
the Chairman of the Board in the event of the Chairman's absence or
inability to act or during a vacancy in the office of Chairman of
the Board. He shall also have such other duties and responsibilities
as shall be assigned to him by the Chairman or the Board of Directors.
1. SECTION President. The President shall, in the absence
of the Chairman and Vice-Chairman of the Board of Directors, preside at
all meetings of the stockholders and, except as provided in Article III,
directors. He shall have and exercise all the powers and authority of
the Chairman of the Board in the event of the Chairman's and
Vice-Chairman's absence or inability to act or during a vacancy
in the offices of Chairman and Vice-Chairman of the Board, except as
otherwise provided in Article III. He shall sign and execute all
instruments required to be signed and executed by the President
of the Corporation. He shall also have such other duties and
responsibilities as shall be assigned to him by the Chairman or
the Board of Directors.
1. SECTION Vice President. Each Vice President shall
have the powers and perform the duties that the Board of Directors
or the Chairman of the Board may from time to time prescribe.
1. SECTION Treasurer. Subject to the provisions
of any contract that may be entered into with any custodian
pursuant to authority granted by the Board of Directors,
the Treasurer shall have charge of all receipts and
disbursements of the Corporation and shall have or provide
for the custody of the Corporation's funds and securities;
he shall have full authority to receive and give receipts for
all money due and payable to the Corporation, and to endorse
checks, drafts, and warrants, in its name and on its behalf and
to give full discharge for the same; he shall deposit all funds
of the Corporation, except those that may be required for
current use, in such banks or other places of deposit as the
Board of Directors may from time to time designate;
and, in general, he shall perform all duties incident to the
office of Treasurer and such other duties as may from time to
time be assigned to him by the Board of Directors or the
Chairman of the Board.
1. SECTION Assistant Treasurers.
The Assistant Treasurers in the order of their seniority,
unless otherwise determined by the Chairman of the Board or
the Board of Directors, shall, in the absence or disability
of the Treasurer, perform the duties and exercise the powers
of the Treasurer. They shall perform such other duties and
have such other powers as the Chairman or the Board of Directors
may from time to time prescribe.
1. SECTION Secretary. The Secretary shall:
(a) keep or cause to be kept in one or
more books provided for the purpose, the minutes of all
meetings of the Board of Directors, the committees of the
Board and the stockholders;
(a) see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law;
(b) be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock certificates
of the Corporation (unless the seal of the Corporation on such
certificates shall be a facsimile, as hereinafter provided
) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;
(a) see that the books, reports, statements,
certificates and other documents and records required by law to
be kept and filed are properly kept and filed; and
(a) in general, perform all the duties incident to the office
of Secretary and such other duties as from time to time may be
assigned to him by the Board of Directors or the Chairman of the
Board.
1. SECTION Assistant Secretaries. The Assistant
Secretaries in the order of their seniority, unless otherwise determined
by the Chairman of the Board or the Board of Directors, shall, in
the absence or disability of the Secretary, perform the duties
and exercise the powers of the Secretary. They shall perform
such other duties and have such other powers as the President or
the Board of Directors may from time to time prescribe.
1. SECTION Delegat ion of Duties. In case of the
absence of any officer of the Corporation, or for any other reason
that the Board of Directors may deem sufficient, the Board may
confer for the time being the powers or duties, or any of them, of
such officer upon any other officer or upon any director.
IIARTICLE
STOCK
1. SECTION Stock Certificates.
Unless otherwise provided by the Board of
Directors and permitted by law, each holder of
stock of the Corporation shall be entitled upon
specific written request to such person as may
be designated by the Corporation to have a certificate
or certificates, in a form approved by the Board,
representing the number of shares of stock of the
Corporation owned by him; provided, however, that
certificates for fractional shares will not be
delivered
in any case. The certificates representing shares of
stock shall be signed by or in the name of the
Corporation
by the Chairman of the Board, the Vice-Chairman of
the Board, the President or a Vice President and by
the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and may be
sealed with the seal of the Corporation.
Any or all of the signatures or the seal on the
certificate may be facsimiles. In case any
officer, transfer agent or registrar who has
signed or whose facsimile signature has been
placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar
before the certificate is issued, it may be
issued by the Corporation with the same effect
as if the officer, transfer agent or registrar
was still in office at the date of issue.
1. SECTION Stock Ledger. There shall be maintained a
stock ledger containing the name and address of each stockholder and
the number of shares of stock of each class the shareholder holds.
The stock ledger may be in written form or any other form which can
be converted within a reasonable time into written form for visual
inspection. The original or a duplicate of the stock ledger shall
be kept at the principal office of the Corporation or at any other
office or agency specified by the Board of Directors.
1. SECTION Transfers of Shares. Transfers of shares
of stock of the Corporation shall be made on the stock records of
the Corporation only by the registered holder of the shares, or
by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary or with a transfer agent
or transfer clerk, and on surrender of the certificate or
certificates, if issued, for the shares properly endorsed
or accompanied by a duly executed stock transfer power and
the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize
the exclusive right of a person in whose name any share or shares
stand on the record of stockholders as the owner of the share or
shares for all purposes, including, without limitation, the
rights to receive dividends or other distributions and to
vote as the owner, and the Corporation shall not be bound
to recognize any equitable or legal claim to or interest
in any such share or shares on the part of any other person.
2. SECTION Regulations. The Board of Directors
may authorize the issuance of uncertificated securities if
permitted by law. If stock certificates are issued, the
Board of Directors may make any additional rules and
regulations, not inconsistent with these By-Laws, as it
may deem expedient concerning the issue, transfer and
registration of certificates for shares of stock of the
Corporation. The Board may appoint, or authorize any
officer or officers to appoint, one or more transfer
agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares
of stock to bear the signature or signatures of any of them.
1. SECTION Lost, Destroyed or Mutilated
Certificates. The holder of any certificate representing
shares of stock of the Corporation shall immediately notify
the Corporation of its loss, destruction or mutilation and
the Corporation may issue a new certificate of stock in the
place of any certificate issued by it that has been alleged
to have been lost or destroyed or that shall have been
mutilated. The Board may, in its discretion, require the
owner (or his legal representative) of a lost, destroyed
or mutilated certificate to give to the Corporation a bond
in a sum, limited or unlimited, and in a form and with any
surety or sureties, as the Board in its absolute discretion
shall determine, to indemnify the Corporation against any
claim that may be made against it on account of the
alleged loss or destruction of any such certificate,
or issuance of a new certificate. Anything herein to
the contrary notwithstanding, the Board of Directors,
in its absolute discretion, may refuse to issue any
such new certificate, except pursuant to legal proceedings
under the laws of the State of Maryland.
1. SECTION Fixing of Record Date for Dividends,
Distributions, etc. The Board may fix, in advance, a date not more
than ninety (90) days preceding the date fixed for the payment of any
dividend or the making of any distribution or the allotment of rights
to subscribe for securities of the Corporation, or for the delivery of
evidences of rights or evidences of interests arising out of any change,
conversion or exchange of common stock or other securities, as the
record date for the determination of the stockholders entitled to receive
any such dividend, distribution, allotment, rights or interests, and in
such case only the stockholders of record at the time so fixed shall be
entitled to receive such dividend, distribution, allotment, rights or
interests.
I ARTICLE
INDEMNIFICATION AND INSURANCE
1. SECTION Indemnification of Directors
and Officers. 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, 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,
as amended (the "1933 Act"), and the 1940 Act,
as those statutes are now or hereafter in force,
except that such indemnity shall not protect any
such person against any liability to the Corporation
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").
Any repeal or modification of the 1933 Act, the
1940 Act or these By- Laws shall not in any way
diminish any rights to indemnification hereunder
except as required by law.
1. SECTION Advances. Any current or former director or
officer of the Corporation claiming indemnification within the scope
of this Article VI shall be entitled to advances from the Corporation
for payment of the reasonable expenses incurred by him in connection
with proceedings to which he is a party in the manner and to the full
extent permissible under the Maryland General Corporation Law, the
1933 Act, and the 1940 Act, as those statutes are now or hereafter
in force; provided, however, that the person seeking indemnification
shall provide to the Corporation a written affirmation of his good
faith belief that the standard of conduct necessary for
indemnification by the Corporation 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, and
provided further that at least one of the following additional
conditions is met: (a) the person seeking indemnification
shall provide a security in form and amount acceptable to the
Corporation for his undertaking; (b) the Corporation is insured
against losses arising by reason of the advance; or (c) a
majority of a quorum of directors of the Corporation who are
neither "interested persons" as defined in Section 2(a)(19)
of the 1940 Act, nor parties to the proceeding
("disinterested non-party directors"), or independent legal
counsel, in a written opinion, shall determine, based on a
review of facts readily available to the Corporation 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.
2. SECTION Procedure. At the request of any current
or former director or officer, or any employee or agent whom the
Corporation proposes to indemnify, the Board of Directors shall
determine, or cause to be determined, in a manner consistent
with the Maryland General Corporation Law, the 1933 Act, and the
1940 Act, as those statutes are now or hereafter in force,
whether the standards required by this Article VI have been
met; provided, however, that indemnification shall be made
only following: (a) a final decision on the merits by a court
or other body before whom the proceeding was brought, finding
that the person to be indemnified was not liable by reason of
disabling conduct or (b) 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 (i) the vote of a majority of a
quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.
1. SECTION Indemnification of Employees and Agents.
Employees and agents who are not officers or directors of the
Corporation may be indemnified, and reasonable expenses may be
advanced to such employees or agents, in accordance with the procedures
set forth in this Article VI to the extent permissible under the
Maryland General Corporation Law, the 1933 Act, and the 1940 Act, as
those statutes are now or hereafter in force, and to such further
extent, consistent with the foregoing, as may be provided by action
of the Board of Directors or by contract.
1. SECTION Other Rights. The indemnification provided
by this Article VI shall not be deemed exclusive of any other right,
with respect to indemnification or otherwise, to which those seeking
such indemnification may be entitled under any insurance or other
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action by a director or officer of the
Corporation in his official capacity and as to action by such person
in another capacity while holding such office or position, and
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.
1. SECTION Insurance. The Corporation shall have the
power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation,
or who, while a director, officer, employee or agent of the Corporation,
is or was serving 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, against any liability asserted against and
incurred by him in any such capacity, or arising out of his status as
such, provided that no insurance may be obtained by the Corporation
for liabilities against which it would not have the power to indemnify
him under this Article VI or applicable law.
I ARTICLE
SEAL
The seal of the Corporation shall be
circular in form and shall bear the name of the
Corporation, the year of its incorporation, the
words "Corporate Seal" and "Maryland" and
any emblem or device approved by the Board
of Directors. The seal may be used by
causing it or a facsimile to be impressed or
affixed or in any other manner reproduced.
In lieu of affixing the seal, it shall be
sufficient to meet the requirements of any
law, rule or regulation relating to a corporate
seal to place the word "(seal)" adjacent to
the signature of the person authorized to sign
the document on behalf of the Corporation.
I ARTICLE
AMENDMENTS
These By-Laws may be amended by the Board
of Directors, subject to the requirements
of the 1940 Act; provided, however, that no
amendment of these By- Laws shall affect
any right of any person under Article VI
hereof based on any event, omission or
proceeding prior to the amendment.
These By-Laws may not be amended by the
stockholders of the Corporation.
Report of Independent Accountants
To the Shareholders and Board of Directors of the
Foreign & Colonial Emerging Middle East Fund, Inc.
In planning and performing our audit of the financial statements of
The Foreign & Colonial Emerging Middle East Fund, Inc. (the "Fund")
for the year ended October 31, 1999, we considered its internal
control, including control activities for safeguarding securities,
in order 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, not to provide assurance on
internal control.
The management of the 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 controls. Generally,
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 controls include the safeguarding
of assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud may
occur and not be detected. Also, projection of any evaluation of
internal control to future periods is subject to the risk that
controls may become inadequate because of changes in conditions or
that the effectiveness of the design and operation 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 internal control
components does not reduce to a relatively low level the risk
that misstatements caused by error 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 and its
operation, including controls for safeguarding securities, that
we consider to be material weaknesses as defined above as of
October 31, 1999.
This report is intended solely for the information and use of the
Board of Directors, management and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.
December 13, 1999
