BY-LAWS
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of
THE HIRTLE CALLAGHAN TRUST
(a Delaware Business Trust)
ADOPTED: JULY 21, 1995
AMENDED: NOVEMBER 9, 1995 [ARTICLE IV, SECTION 1]
JULY 15, 1999 [ARTICLE III, SECTION 2]
APRIL 14, 2000 [ARTICLE III, SECTION 2]
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TABLE OF CONTENTS
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BY-LAWS
THE HIRTLE CALLAGHAN TRUST
Page
ARTICLE I
OFFICES...............................................................1
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1. PRINCIPAL OFFICE..................................................1
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2. DELAWARE OFFICE...................................................1
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3. OTHER OFFICES.....................................................1
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ARTICLE II
MEETINGS OF SHAREHOLDERS..............................................1
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1. PLACE OF MEETINGS.................................................1
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2. CALL OF MEETING...................................................1
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3. NOTICE OF SHAREHOLDERS' MEETING...................................1
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4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE......................1
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5. ADJOURNED MEETING; NOTICE.........................................2
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6. VOTING............................................................2
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7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS................2
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8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...........2
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9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS....3
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10. PROXIES...........................................................3
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11. INSPECTORS OF ELECTION............................................3
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ARTICLE III
TRUSTEES..............................................................4
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1. POWERS............................................................4
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2. NUMBER OF TRUSTEES................................................4
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3. VACANCIES.........................................................4
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4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.......................4
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5. REGULAR AND SPECIAL MEETINGS......................................4
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6. NOTICE OF MEETINGS................................................4
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7. QUORUM............................................................5
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8. WAIVER OF NOTICE..................................................5
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9. ADJOURNMENT.......................................................5
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10. NOTICE OF ADJOURNMENT.............................................5
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11. ACTION WITHOUT A MEETING..........................................5
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12. FEES AND COMPENSATION OF TRUSTEES.................................5
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13. DELEGATION OF POWER TO OTHER TRUSTEES.............................5
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ARTICLE IV
COMMITTEES............................................................6
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1. COMMITTEES OF TRUSTEES............................................6
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2. MEETINGS AND ACTION OF COMMITTEES.................................6
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ARTICLE V
OFFICERS..............................................................6
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1. OFFICERS..........................................................6
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2. ELECTION OF OFFICERS..............................................7
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3. SUBORDINATE OFFICERS..............................................7
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4. REMOVAL AND RESIGNATION OF OFFICERS...............................7
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5. VACANCIES IN OFFICES..............................................7
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6. CHAIRMAN OF THE BOARD.............................................7
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7. PRESIDENT.........................................................7
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8. VICE PRESIDENTS...................................................7
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9. SECRETARY.........................................................7
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10. TREASURER.........................................................8
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ARTICLE VI
INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES AND OTHER AGENTS............................................8
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1. AGENTS, PROCEEDINGS AND EXPENSES..................................8
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2. ACTIONS OTHER THAN BY TRUST.......................................8
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3. ACTIONS BY THE TRUST..............................................8
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4. EXCLUSION OF INDEMNIFICATION......................................9
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5. SUCCESSFUL DEFENSE BY AGENT.......................................9
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6. REQUIRED APPROVAL.................................................9
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7. ADVANCE OF EXPENSES...............................................9
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8. OTHER CONTRACTUAL RIGHTS.........................................10
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9. LIMITATIONS......................................................10
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10. INSURANCE........................................................10
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11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN.............................10
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ARTICLE VII
RECORDS AND REPORTS..................................................10
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1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.....................10
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2. MAINTENANCE AND INSPECTION OF BY-LAWS............................10
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<PAGE>
BY-LAWS
OF
THE HIRTLE CALLAGHAN TRUST
--------------------------
A DELAWARE BUSINESS TRUST
ARTICLE I
OFFICES
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SECTION 1. PRINCIPAL OFFICE. The principal executive office of The Hirtle
Callaghan Trust (the "Trust") shall be 575 E. Swedesford Road, Wayne PA. 19087.
The Board of Trustees may, from time to time, fix the location of the principal
executive office of the Trust, by resolution, to any place within or outside the
State of Delaware.
SECTION 2. DELAWARE OFFICE. The Board of Trustees shall establish a registered
office in the State of Delaware and shall appoint as the Trust's registered
agent for service of process in the State of Delaware an individual resident of
the State of Delaware or a Delaware corporation or a foreign corporation
authorized to transact business in the State of Delaware; in each case the
business office of such registered agent for service of process shall be
identical with the registered Delaware office of the Trust.
SECTION 3. OTHER OFFICES. The Board of Trustees may at any time establish branch
or subordinate offices at any place or places where the Trust intends to do
business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
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SECTION 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any
place designated by the Board of Trustees. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the Trust.
SECTION 2. CALL OF MEETING. A meeting of the shareholders may be called at any
time by the Board of Trustees or by the Chairman of the Board or by the
President.
SECTION 3. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than seven (7) nor more than seventy- five (75) days
before the date of the meeting. The notice shall specify (i) the place, date and
hour of the meeting, and (ii) the general nature of the business to be
transacted. The notice of any meeting at which Trustees are to be elected also
shall include the name of any nominee or nominees whom at the time of the notice
are intended to be presented for election. If action is proposed to be taken at
any meeting for approval of (i) a contract or transaction in which a Trustee has
a direct or indirect financial interest, (ii) an amendment of the Agreement and
Declaration of Trust of the Trust, (iii) a reorganization of the Trust, or (iv)
a voluntary dissolution of the Trust, the notice shall also state the general
nature of that proposal.
SECTION 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting
of shareholders shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the books of the
Trust or its transfer agent or given by the shareholder to the Trust for the
purpose of notice. If no such address appears on
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
the Trust's books or is given, notice shall be deemed to have been given if sent
to that shareholder by first-class mail or telegraphic or other written
communication to the Trust's principal executive office, or if published at
least once in a newspaper of general circulation in the county where that office
is located. Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication.
If any notice addressed to a shareholder at the address of that shareholder
appearing on the books of the Trust is returned to the Trust by the United
States Postal Service marked to indicate that the Postal Service is unable to
deliver the notice to the shareholder at that address, all future notices or
reports shall be deemed to have been duly given without further mailing if these
shall be available to the shareholder on written demand of the shareholder at
the principal executive office of the Trust for a period of one year from the
date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any
shareholder's meeting shall be executed by the Secretary, Assistant Secretary or
any transfer agent of the Trust giving the notice and shall be filed and
maintained in the minute book of the Trust.
SECTION 5. ADJOURNED MEETING; NOTICE. Any shareholder's meeting, whether or not
a quorum is present, may be adjourned from time to time by the vote of the
majority of the shares represented at that meeting, either in person or by
proxy. When any meeting of the shareholders is adjourned to another time or
place, notice need not be given of the adjourned meeting at which the
adjournment is taken, unless a new record date of the adjourned meeting is fixed
or unless the adjournment is for more than sixty (60) days from the date set for
the original meeting, in which case the Board of Trustees shall set a new record
date. Notice of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 3 and 4 of this Article II. At any adjourned meeting, the
Trust may transact any business which might have been transacted at the original
meeting.
SECTION 6. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of the
Agreement and Declaration of Trust of the Trust, as in effect at such time. The
shareholders' vote may be by voice vote or by ballot, provided, however, that
any election for Trustees must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of Trustees, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to the total shares that the shareholder is
entitled to vote on such proposal.
SECTION 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The transactions
of the meeting of shareholders, however called and noticed and wherever held,
shall be as valid as though had at a meeting duly held after regular call and
notice if a quorum be present either in person or by proxy and if either before
or after the meeting, each person entitled to vote who was not present in person
or by proxy signs a written waiver of notice or a consent to a holding of the
meeting or an approval of the minutes. The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any meeting of
shareholders.
Attendance by a person at a meeting shall also constitute a waiver of notice of
that meeting, except when the person objects at the beginning of the meeting to
the transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters not included in the notice of the meeting
if that objection is expressly made at the beginning of the meeting.
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
SECTION 8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
which may be taken at any meeting of shareholders may be taken without a meeting
and without prior notice if a consent in writing setting forth the action so
taken is signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take that action
at a meeting at which all shares entitled to vote on that action were present
and voted. All such consents shall be filed with the Secretary of the Trust and
shall be maintained in the Trust's records. Any shareholder giving a written
consent or the shareholder's proxy holders or a transferee of the shares or a
personal representative of the shareholder or their respective proxy holders may
revoke the consent by a writing received by the Secretary of the Trust before
written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary.
If the consents of all shareholders entitled to vote have not been solicited in
writing and if the unanimous written consent of all such shareholders shall not
have been received, the Secretary shall give prompt notice of the action
approved by the shareholders without a meeting. This notice shall be given in
the manner specified in Section 4 of this Article II. In the case of approval of
(i) contracts or transactions in which a Trustee has a direct or indirect
financial interest, (ii) indemnification of agents of the Trust, and (iii) a
reorganization of the Trust, the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.
SECTION 9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS. For
purposes of determining the shareholders entitled to notice of any meeting or to
vote or entitled to give consent to action without a meeting, the Board of
Trustees may fix in advance a record date which shall not be more than ninety
(90) days nor less than seven (7) days before the date of any such meeting as
provided in the Agreement and Declaration of Trust of the Trust.
If the Board of Trustees does not so fix a record date:
(a) The record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or if notice
is waived, at the close of business on the business day next preceding the
day on which the meeting is held.
(b) The record date for determining shareholders entitled to give consent to
action in writing without a meeting, (i) when no prior action by the Board
of Trustees has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action of the Board of Trustees has
been taken, shall be at the close of business on the day on which the Board
of Trustees adopt the resolution relating to that action or the
seventy-fifth day before the date of such other action, whichever is later.
SECTION 10. PROXIES. Every person entitled to vote for Trustees or on any other
matter shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the Secretary
of the Trust. A proxy shall be deemed signed if the shareholder's name is placed
on the proxy (whether by manual signature, typewriting, telegraphic transmission
or otherwise) by the shareholder or the shareholder's attorney-in-fact. A
validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it
before the vote pursuant to that proxy by a writing delivered to the Trust
stating that the proxy is revoked or by a subsequent proxy executed by or
attendance at the meeting and voting in person by the person executing that
proxy; or (ii) written notice of the death or incapacity of the maker of that
proxy is received by the Trust before the vote pursuant to that proxy is
counted; provided however, that no
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
proxy shall be valid after the expiration of eleven (11) months from the date of
the proxy unless otherwise provided in the proxy.
SECTION 11. INSPECTORS OF ELECTION. Before any meeting of shareholders, the
Board of Trustees may appoint any persons other than nominees for office to act
as inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the chairman of the meeting may and on the request of
any shareholder or a shareholder's proxy shall, appoint inspectors of election
at the meeting. The number of inspectors shall be either one (1) or three (3).
If inspectors are appointed at a meeting on the request of one or more
shareholders or proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one (1) or three (3) inspectors
are to be appointed. If any person appointed as inspector fails to appear or
fails or refuses to act, the chairman of the meeting may and on the request of
any shareholder or a shareholder's proxy, shall appoint a person to fill the
vacancy. In the event that inspectors of election are appointed, such inspectors
shall: (a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum and the
authenticity, validity and effect of proxies; (b) Receive votes, ballots or
consents; (c) Hear and determine all challenges and questions in any way arising
in connection with the right to vote; (d) Count and tabulate all votes or
consents; (e)Determine when the polls shall close; (f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote with
fairness to all shareholders.
ARTICLE III
TRUSTEES
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SECTION 1. POWERS. Subject to the applicable provisions of the Agreement and
Declaration of Trust of the Trust and these By-Laws relating to action required
to be approved by the shareholders or by the outstanding shares, the business
and affairs of the Trust shall be managed and all powers shall be exercised by
or under the direction of the Board of Trustees.
SECTION 2. NUMBER OF TRUSTEES. The number of Trustees of the Trust shall be SIX
[DECREASED FROM SEVEN BY AMENDMENT ADOPTED ON 4/14/00], provided, however, that
the Board of Trustees may, within the limits specified in the Agreement and
Declaration of Trust of the Trust and by a written instrument signed, or a
resolution approved at a duly constituted meeting, by a majority of the Board of
Trustees, fix a greater or lesser number of Trustees.
SECTION 3. VACANCIES. Vacancies on the Board of Trustees may be filled by a
majority of the remaining Trustees, though less than a quorum, or by a sole
remaining Trustee, unless the Board of Trustees calls a meeting of shareholders
for the purposes of electing Trustees. In the event that at any time less than a
majority of the Trustees holding office at that time were so elected by the
holders of the outstanding voting securities of the Trust, the Board of Trustees
shall forthwith cause to be held as promptly as possible, and in any event
within a time period that will satisfy applicable requirements of the Investment
Company Act of 1940 ("1940 Act"), a meeting of such holders for the purpose of
electing Trustees to fill any existing vacancies on the Board of Trustees.
SECTION 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of the
Board of Trustees may be held at any place that has been designated from time to
time by resolution of the Board. In the absence of such a designation, regular
meetings shall be held at the principal executive office of the Trust. Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all Trustees participating in the meeting
can hear one another and all such Trustees shall be deemed to be present in
person at the meeting.
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
SECTION 5. REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of
Trustees shall be held without call at least four times during each fiscal year,
at such times as shall from time to time be fixed by the Board of Trustees. Such
regular meetings may be held without notice, except that a notice of meeting
shall be delivered in accordance with these By-laws with respect to any regular
meeting at which a matter that may be acted upon by the Board of Trustees under
the 1940 Act only at meeting called for the purposed of acting upon such matter.
Upon notice to each of the Trustee, special meetings of the Board of Trustees
for any purpose or purposes may be called at any time by the Chairman of the
Board or the President or any Vice President or the Secretary or any two (2)
Trustees.
SECTION 6. NOTICE OF MEETINGS. Notices of special meetings or regular meetings
(if such notice is required) shall be in writing and shall include the date and
time of the meeting, as well as a description of the matters expected to be
considered at any such meeting. The notice need not specify the place that the
meeting is to be held if the meeting will take place at the principal executive
office of the Trust. Notwithstanding the foregoing, if a matter not indicated on
the notice of any such meeting properly comes before any such meeting, the Board
may take action on such matter provided that it is not a matter which, under the
1940 Act, may be acted upon only at a meeting called for the purpose of acting
on such matter. Notices may be delivered to each Trustee in person, by facsimile
or other electronic means, by first-class mail, telegram or other recognized
delivery service addressed to each Trustee at that Trustee's business address or
residence as it is shown on the records of the Trust or such other address
designated by the Trustee for such delivery, provided that, where written notice
of a meeting is required under these By- laws, such notice is delivered by means
reasonably likely to be received by each Trustees at least 48 hours prior to the
date of the meeting to which such notice relates is to be held.
SECTION 7. QUORUM. A majority of the total number of Trustees specified in
Section2 of this Article III shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 10 of this Article III. Every
act or decision done or made by a majority of the Trustees present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board
of Trustees, unless the Agreement and Declaration of Trust of the Trust
expressly provides otherwise with respect to any matter. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of Trustees if any action taken is approved by at least a
majority of the required quorum for that meeting.
SECTION 8. WAIVER OF NOTICE. Notice of any meeting need not be given to any
Trustee who either before or after the meeting signs a written waiver of notice,
a consent to holding the meeting, or an approval of the minutes. The waiver of
notice or consent must specify the purpose of the meeting only if a matter that
may be acted upon by the Board of Trustees under the 1940 Act only at meeting
called for the purposed of acting upon such matter is to be considered at the
meeting to which the waiver relates. All such waivers, consents, and approvals
shall be filed with the records of the Trust or made a part of the minutes of
the meeting. Notice of a meeting shall also be deemed given to any Trustee who
attends the meeting without protesting before or at its commencement the lack of
notice to that Trustee.
SECTION 9. ADJOURNMENT. A majority of the Trustees present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.
SECTION 10. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given unless the meeting is adjourned for more
than forty-eight (48) hours, in which case notice of the time and place shall be
given before the time of the adjourned meeting in the manner specified in
Section 6 of this Article III, both to the Trustees who were present at the time
of the adjournment and all other Trustees.
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
SECTION 11. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the Board of Trustees may be taken without a meeting if a majority of
the members of the Board of Trustees shall individually or collectively consent
in writing to that action, unless the matter to be acted upon may be acted upon
requires, under the 1940 Act, the vote, cast in person, of a majority of those
Trustees who are not "interested persons" of the Trust as that term is defined
by the 1940 Act. Action by written consent shall have the same force and effect
as a majority vote of the Board of Trustees. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board of Trustees.
SECTION 12. FEES AND COMPENSATION OF TRUSTEES. Trustees and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Trustees. This Section 12 shall not be construed to preclude any
Trustee from serving the Trust in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for those services.
SECTION 13. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six (6) months at any
one time to any other Trustee or Trustees; provided that in no case shall fewer
than two (2) Trustees personally exercise the powers granted to the Trustees
under the Agreement and Declaration of Trust of the Trust except as otherwise
expressly provided herein or by resolution of the Board of Trustees. Except
where applicable law may require a Trustee to be present in person, a Trustee
represented by another Trustee pursuant to such power of attorney shall be
deemed to be present for purposes of establishing a quorum and satisfying the
required majority vote.
ARTICLE IV
COMMITTEES
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SECTION 1. COMMITTEES OF TRUSTEES.
(a) The Board of Trustees may by resolution adopted by a majority of the
authorized number of Trustees designate one or more committees, each consisting
of two (2) or more Trustees, to serve at the pleasure of the Board. The Board
may designate one or more Trustees as alternate members of any committee who may
replace any absent member at any meeting of the committee. Any committee to the
extent provided in the resolution of the Board, shall have the authority of the
Board, except with respect to: (i) the approval of any action which the 1940 Act
or other applicable law requires be approved by a majority of those Trustees who
are not "interested persons" of the Trust as that term is defined by the 1940
Act and/or the approval of a majority of the Board of Trustees; (ii) the filling
of vacancies on the Board of Trustees, the appointment of members of any
committee or the establishment of any new committee; (iii) the fixing of
compensation of the Trustees for serving on the Board of Trustees or on any
committee; or (iv) any proposal that would amend Agreement and Declaration of
Trust or the By-laws. Notwithstanding the foregoing, the Board of Trustees may
establish a Pricing Committee consisting of ONE OR MORE TRUSTEES AND SHALL
INCLUDE, AS EX-OFFICIO MEMBERS, THE TRUST'S VICE-PRESIDENT OR ANY ASSISTANT VICE
PRESIDENT AND TREASURER OR ANY ASSISTANT TREASURER. [PERMITTING A SINGLE
DIRECTOR AND STATED EX-OFFICIO MEMBERS BY AMENDMENT NOVEMBER 9, 1995.] The
Pricing Committee shall be authorized to act on behalf of the Board of Trustees
in connection with issues arising between regular meetings of the Board of
Trustees relating to the pricing of the Trust's shares, provided that any action
taken by the Pricing Committee is reported to the full Board, and ratified by a
majority of the Board of Trustees not later than at the next regularly scheduled
meeting of the Board of Trustees.
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
(b) The Board of Trustees shall establish an Executive Committee,
consisting of three Trustees, all of whom may be persons who are "interested
persons" of the Trust, as that term is defined by the 1940 Act. The Executive
Committee shall have the authority to act with respect to any matter in the
stead of the full Board of Trustees, except as expressly limited by the
preceding paragraph. The Executive Committee is further authorized to consider
any matter with respect to which action by the full Board of Trustees is
necessary or appropriate, and to make recommendations, either in written or oral
form, with respect to any such matter to the full Board of Trustees. The
Executive Committee shall maintain written records of its meetings and shall
report, either in writing or orally, to the full Board of Trustees at each
regular meeting of the Board, on any meeting and any action taken at any meeting
of the Executive Committee, since the prior regular meeting of the full Board.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees
shall be governed by and held and taken in accordance with the provisions of
Article III of these By-Laws, with such changes in the context thereof as are
necessary to substitute the committee and its members for the Board of Trustees
and its members, except that the time of regular meetings of committees may be
determined either by resolution of the Board of Trustees or by resolution of the
committee. Special meetings of committees may also be called by resolution of
the Board of Trustees. Alternate members shall be given notice of meetings of
committees and shall have the right to attend all meetings of committees. The
Board of Trustees may adopt rules for the governance of any committee not
inconsistent with the provisions of these By-Laws.
ARTICLE V
OFFICERS
--------
SECTION 1. OFFICERS. The officers of the Trust shall be a Chairman, a President,
a Secretary, and a Treasurer. The Trust may also have, at the discretion of the
Board of Trustees, a Chairman of the Board, one or more Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article V. Any number of offices may be held by the same person.
SECTION 2. ELECTION OF OFFICERS. The officers of the Trust, except such officers
as may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article V, shall be chosen by the Board of Trustees, and each shall
serve at the pleasure of the Board of Trustees, subject to the rights, if any,
of an officer under any contract of employment.
SECTION 3. SUBORDINATE OFFICERS. The Board of Trustees may appoint and may
empower the President to appoint such other officers as the business of the
Trust may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these By-Laws or as the
Board of Trustees may from time to time determine.
SECTION 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any,
of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the Board of Trustees at any regular or special
meeting of the Board of Trustees or by the principal executive officer or by
such other officer upon whom such power of removal may be conferred by the Board
of Trustees.
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
Any officer may resign at any time by giving written notice to the Trust. Any
resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice; and unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Trust under any contract to which the officer is a party.
SECTION 5. VACANCIES IN OFFICES. A vacancy in any office because of death,
resignation, removal, disqualification or other cause shall be filled in the
manner prescribed in these By-Laws for regular appointment to that office. The
President may make temporary appointments to a vacant office pending action by
the Board of Trustees.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall if present
preside at meetings of the Board of Trustees and perform such other powers and
duties as may be from time to time assigned to him by the Board of Trustees or
prescribed by the By-Laws.
SECTION 7. PRESIDENT. The President shall be the chief executive officer of the
Trust and shall, subject to the control of the Board of Trustees, have general
supervision, direction and control of the business and the officers of the
Trust. He shall preside at all meetings of the shareholders and in the absence
of the Chairman of the Board or if there be none, at all meetings of the Board
of Trustees. He shall have the general powers and duties of management usually
vested in the office of President of a corporation and shall have such other
powers and duties as may be prescribed by the Board of Trustees or these
By-Laws.
SECTION 8. VICE PRESIDENTS. In the absence or disability of the President, the
Vice Presidents, if any, shall perform all the duties of the President and when
so acting shall have all powers of and be subject to all the restrictions upon
the President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Trustees or the President or the Chairman of the Board or by these
By-Laws.
SECTION 9. SECRETARY. The Secretary shall keep or cause to be kept at the
principal executive office of the Trust or such other place as the Board of
Trustees may direct a book of minutes of all meetings and actions of Trustees,
committees of Trustees and shareholders with the time and place of holding,
whether regular or special, and if special, how authorized, the notice given,
the names of those present at Trustees' meetings or committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings. The Secretary shall give or cause to be given notice of all
meetings of the shareholders and of the Board of Trustees required to be given
by these By-Laws or by applicable law and shall have such other powers and
perform such other duties as may be prescribed by the Board of Trustees or by
these By-Laws.
SECTION 10. TREASURER. The Treasurer shall be the chief financial officer and
chief accounting officer of the Trust and shall keep and maintain or cause to be
kept and maintained adequate and correct books and records of accounts of the
properties and business transactions of the Trust, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital, retained
earnings and shares. The books of account shall at all reasonable times be open
to inspection by any Trustee.
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
The Treasurer shall deposit all monies and other valuables in the name and to
the credit of the Trust with such depositaries as may be designated by the Board
of Trustees. He shall disburse the funds of the Trust as may be ordered by the
Board of Trustees, shall render to the President and Trustees, whenever they
request it, an account of all of his transactions as chief financial officer and
of the financial condition of the Trust and shall have other powers and perform
such other duties as may be prescribed by the Board of Trustees or these
By-Laws.
ARTICLE VI
INDEMNIFICATION OF TRUSTEES, OFFICERS,
--------------------------------------
EMPLOYEES AND OTHER AGENTS
--------------------------
SECTION 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this Article,
"agent" means any person who is or was a Trustee, officer, employee or other
agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.
SECTION 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any person
who was or is a party or is threatened to be made a party to any proceeding
(other than an action by or in the right of this Trust) by reason of the fact
that such person is or was an agent of this Trust, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding, if it is determined that person acted in good
faith and reasonably believed: (a) in the case of conduct in his official
capacity as a Trustee of the Trust, that his conduct was in the Trust's best
interests and (b) in all other cases, that his conduct was at least not opposed
to the Trust's best interests and (c) in the case of a criminal proceeding, that
he had no reasonable cause to believe the conduct of that person was unlawful.
The termination of any proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of this Trust or that the
person had reasonable cause to believe that the person's conduct was unlawful.
SECTION 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action by or in the right of this Trust to procure a judgment in its
favor by reason of the fact that the person is or was an agent of this Trust,
against expenses actually and reasonably incurred by that person in connection
with the defense or settlement of that action if that person acted in good
faith, in a manner that person believed to be in the best interests of this
Trust and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.
SECTION 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to the
contrary contained herein, there shall be no right to indemnification for any
liability arising by reason of willful misfeasance, bad faith, gross negligence,
or the reckless disregard of the duties involved in the conduct of the agent's
office with this Trust.
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
No indemnification shall be made under Sections 2 or 3 of this Article:
(a) In respect of any claim, issue, or matter as to which that person shall
have been adjudged to be liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an
action taken in the person's official capacity; or
(b) In respect of any claim, issue or matter as to which that person shall have
been adjudged to be liable in the performance of that person's duty to this
Trust, unless and only to the extent that the court in which that action
was brought shall determine upon application that in view of all the
circumstances of the case, that person was not liable by reason of the
disabling conduct set forth in the preceding paragraph and is fairly and
reasonably entitled to indemnity for the expenses which the court shall
determine; or
(c) Of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval, or of expenses incurred in
defending a threatened or pending action which is settled or otherwise
disposed of without court approval, unless the required approval set forth
in Section 6 of this Article is obtained.
SECTION 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this Article or in defense of any claim, issue or matter
therein, before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith, provided that the Board of Trustees,
including a majority who are disinterested, non-party Trustees, also determines
that based upon a review of the facts, the agent was not liable by reason of the
disabling conduct referred to in Section 4 of this Article.
SECTION 6. REQUIRED APPROVAL. Except as provided in Section 5 of this Article,
any indemnification under this Article shall be made by this Trust only if
authorized in the specific case on a determination that indemnification of the
agent is proper in the circumstances because the agent has met the applicable
standard of conduct set forth in Sections 2 or 3 of this Article and is not
prohibited from indemnification because of the disabling conduct set forth in
Section 4 of this Article, by:
(a) A majority vote of a quorum consisting of Trustees who are not parties to
the proceeding and are not interested persons of the Trust (as defined in
the Investment Company Act of 1940); or
(b) A written opinion by an independent legal counsel.
SECTION 7. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding
may be advanced by this Trust before the final disposition of the proceeding
provided (a) receipt of a written affirmation by the Trustee of his good faith
belief that he has met the standard of conduct necessary for indemnification
under this Article and a written undertaking by or on behalf of the agent, such
undertaking being an unlimited general obligation to repay the amount of the
advance if it is ultimately determined that he has not met those requirements,
and (b) a determination that the facts then known to those making the
determination would not preclude indemnification under this Article.
Determinations and authorizations of payments under this Section must be made in
the manner specified in Section 6 of this Article for determining that the
indemnification is permissible.
SECTION 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall
affect any right to indemnification to which persons other than Trustees and
officers of this Trust or any subsidiary hereof may be entitled by contract or
otherwise.
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
SECTION 9. LIMITATIONS. No indemnification or advance shall be made under this
Article, except as provided in Sections 5 or 6 in any circumstances where it
appears:
(a) That it would be inconsistent with a provision of the Agreement and
Declaration of Trust of the Trust, a resolution of the shareholders, or an
agreement in effect at the time of accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other
amounts were paid which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.
SECTION 10. INSURANCE. Upon and in the event of a determination by the Board of
Trustees of this Trust to purchase such insurance, this Trust shall purchase and
maintain insurance on behalf of any agent of this Trust against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such, but only to the extent that this Trust would have the
power to indemnify the agent against that liability under the provisions of this
Article and the Agreement and Declaration of Trust of the Trust.
SECTION 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not apply to
any proceeding against any Trustee, investment manager or other fiduciary of an
employee benefit plan in that person's capacity as such, even though that person
may also be an agent of this Trust as defined in Section 1 of this Article.
Nothing contained in this article shall limit any right to indemnification to
which such a Trustee, investment manager, or other fiduciary may be entitled by
contract or otherwise which shall be enforceable to the extent permitted by
applicable law other than this Article.
ARTICLE VII
RECORDS AND REPORTS
-------------------
SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. This Trust shall keep
at its principal executive office or at the office of its transfer agent or
registrar, if either be appointed and as determined by resolution of the Board
of Trustees, a record of its shareholders, giving the names and addresses of all
shareholders and the number and series of shares held by each shareholder.
SECTION 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust shall keep at its
principal executive office the original or a copy of these By-Laws as amended to
date, which shall be open to inspection by the shareholders at all reasonable
times during office hours.
SECTION 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting books and
records of the Trust shall be kept by, and at the officers of the Trust's
administrator and accounting services agent. Minutes of proceedings of the
shareholders and the Board of Trustees and any committee or committees of the
Board of Trustees shall be kept such place or places designated by the Board of
Trustees or in the absence of such designation, at the principal executive
office of the Trust. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate at any reasonable
time during usual business hours for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney and
shall include the right to copy and make extracts.
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
<PAGE>
HCC FUND
Bylaws
Draft of June 8, 1995
SECTION 4. INSPECTION BY TRUSTEES. Every Trustee shall have the absolute right
at any reasonable time to inspect all books, records, and documents of every
kind and the physical properties of the Trust. This inspection by a Trustee may
be made in person or by an agent or attorney and the right of inspection
includes the right to copy and make extracts of documents.
ARTICLE VIII
GENERAL MATTERS
---------------
SECTION 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, drafts, or
other orders for payment of money, notes or other evidences of indebtedness
issued in the name of or payable to the Trust shall be signed or endorsed in
such manner and by such person or persons as shall be designated from time to
time in accordance with the resolution of the Board of Trustees.
SECTION 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of Trustees,
except as otherwise provided in these By-Laws, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Trust and this authority may be general or
confined to specific instances; and unless so authorized or ratified by the
Board of Trustees or within the agency power of an officer, no officer, agent,
or employee shall have any power or authority to bind the Trust by any contract
or engagement or to pledge its credit or to render it liable for any purpose or
for any amount.
SECTION 3. CERTIFICATES FOR SHARES. All shares of the Trust shall be
uncertificated and shall be issued in accordance with such system of issuance,
recordation and transfer of its shares by electronic or other means as may be
from time to time used by its transfer agent or registrar..
SECTION 4. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST. The
Chairman of the Board, the President or any Vice President or any other person
authorized by resolution of the Board of Trustees or by any of the foregoing
designated officers, is authorized to vote or represent on behalf of the Trust
any and all shares of any corporation, partnership, trusts, or other entities,
foreign or domestic, standing in the name of the Trust. The authority granted
may be exercised in person or by a proxy duly executed by such designated
person.
SECTION 5. FISCAL YEAR. The fiscal year of the Trust and each Series of the
Trust shall be fixed as June 30 of each year, provided however, that the fiscal
year may be changed from time to time by resolution of the Trustees.
ARTICLE IX
AMENDMENTS
----------
SECTION 1. AMENDMENT BY TRUSTEES. Subject to the right of shareholders as
provided in Section 1 of this Article to adopt, amend or repeal By-Laws, and
except as otherwise provided by applicable law or by the Agreement and
Declaration of Trust of the Trust, these By-Laws may be adopted, amended, or
repealed by the Board of Trustees.
By-Laws for The Hirtle Callaghan Trust
Last Amended November 9, 1995
