OPPENHEIMER INTERNATIONAL BOND FUND
(the "Trust")
BY-LAWS
(as amended through October 24, 2000)
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the Shareholders (which
terms as used herein shall, together with all other terms defined in the
Declaration of Trust, have the same meaning as in the Declaration of Trust)
shall be held at the principal office of the Trust or at such other place as
may from time to time be designated by the Board of Trustees and stated in
the notice of meeting.
Section 2. Shareholder Meetings. Meetings of the Shareholders for any
purpose or purposes may be called by the Chairman of the Board of Trustees,
if any, or by the President or by the Board of Trustees and shall be called
by the Secretary upon receipt of the request in writing signed by
Shareholders holding not less than one third of the entire number of Shares
issued and outstanding and entitled to vote thereat. Such request shall
state the purpose or purposes of the proposed meeting. In addition, meetings
of the Shareholders shall be called by the Board of Trustees upon receipt of
the request in writing signed by Shareholders that hold not less than ten
percent of the entire number of Shares issued and outstanding and entitled to
vote thereat, stating that the purpose of the proposed meeting is the removal
of a Trustee.
Section 3. Notice of Meetings of Shareholders. Written or printed
notice of every meeting of Shareholders, stating the time and place thereof
(and the general nature of the business proposed to be transacted at any
special or extraordinary meeting), shall be given to each Shareholder
entitled to vote at such meeting by leaving the same with each Shareholder at
the Shareholder's residence or usual place of business or by mailing it,
postage prepaid and addressed to the Shareholder's address as it appears upon
the books of the Trust. In lieu thereof, such notice also may be delivered
by such other means, for example electronic delivery, to the extent
consistent with applicable laws.
No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who, in writing executed and filed with the records of the
meeting, either before or after the holding thereof, waives such notice.
Section 4. Record Dates. The Board of Trustees may fix, in advance, a
record date for the determination of Shareholders entitled to notice of and
to vote at any meeting of Shareholders and Shareholders entitled to receive
any dividend payment or allotment of rights, as the case may be. Only
Shareholders of record on such date shall be entitled to notice of and to
vote at such meeting or to receive such dividends or rights, as the case may
be.
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Section 5. Access to Shareholder List. The Board of Trustees shall
make available a list of the names and addresses of all shareholders as
recorded on the books of the Trust, upon receipt of the request in writing
signed by not less than ten Shareholders (who have been such for at least 6
months) holding Shares of the Trust valued at $25,000 or more at current
offering price (as defined in the Trust's Prospectus) or holding not less
than one percent in amount of the entire number of shares of the Trust issued
and outstanding; such request must state that such Shareholders wish to
communicate with other Shareholders with a view to obtaining signatures to a
request for a meeting to remove one or more trustees pursuant to Section 2 of
Article I and Section 2 of Article II of these By-Laws and be accompanied by
a form of communication to the Shareholders. The Board of Trustees may, in
its discretion, satisfy its obligation under this Section 5 by either, as
required by Section 16(c) of the Investment Company Act, making available the
Shareholder List to such Shareholders at the principal offices of the Trust,
or at the offices of the Trust's transfer agent, during regular business
hours, or by mailing a copy of such Shareholders' proposed communication and
form of request, at their expense, to all other Shareholders.
Notwithstanding the foregoing, the Board of Trustees may also take such other
action as may be permitted under Section 16(c) of the Investment Company Act.
Section 6. Quorum, Adjournment of Meetings. The presence in person or
by proxy of the holders of record of more than one-third of the Shares, or of
the shares of any Series or Class, of the Trust issued and outstanding and
entitled to vote thereat, shall constitute a quorum, respectively, at all
meetings of the Shareholders; provided, however, that if any action to be
taken by the Shareholders or by a Series or Class at a meeting requires an
affirmative vote of a majority, or more than a majority, of the shares
outstanding and entitled to vote, then in such event the presence in person
or by proxy of the holders of a majority of the shares outstanding and
entitled to vote at such a meeting shall constitute a quorum for all
purposes. At a meeting at which a quorum is present, a vote of a majority of
the quorum shall be sufficient to transact all business at the meeting. If
at any meeting of the Shareholders there shall be less than a quorum present,
the Shareholders or Trustees present at such meeting may, without further
notice, adjourn the same from time to time until a quorum shall attend, but
no business shall be transacted at any such adjourned meeting except such as
might have been lawfully transacted had the meeting not been adjourned.
If a quorum is present but sufficient votes in favor of one or more
proposals have not been received, any of the persons named as proxies or
attorneys-in-fact may propose and approve one or more adjournments of the
meeting to permit further solicitation of proxies with respect to any
proposal. All such adjournments will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the
meeting to be adjourned. Prior to any such adjournment, any lawful business
may be transacted.
Section 7. Voting and Inspectors. At all meetings of Shareholders,
each Shareholder shall be entitled to one vote on each matter submitted to a
vote of the Shareholders of the affected Series or Class for each Share
standing in his name on the books of the Trust on the date fixed for
determination of Shareholders of the affected Series or Class entitled to
vote at such meeting (except, if the Board so determines, for Shares redeemed
prior to the meeting), and each such Series shall vote as an individual class
("Individual Class Voting"); a Series or Class shall be deemed to be affected
when a vote of the holders of that Series or Class on a matter is required by
the Investment Company Act of 1940; provided, however, that as to any matter
with respect to which a vote of Shareholders is required by the Investment
Company Act of 1940 or by any applicable law that must be complied with, such
requirements as to a vote by Shareholders shall apply in lieu of Individual
Class Voting as described above. Any fractional Share shall carry
proportionately all the rights of a whole Share, including the right to vote
and the right to receive dividends. At all meetings of shareholders, every
shareholder of record entitled to vote at such meeting shall be entitled to
vote at such meeting either in person or by proxy. Proxies may be given by or
on behalf of a Shareholder in writing or by electronic means, including by
telephone, facsimile or electronic mail.
All elections of Trustees shall be had by a plurality of the votes cast
and all questions shall be decided by a majority of the votes cast, in each
case at a duly constituted meeting, except as otherwise provided in the
Declaration of Trust or in these By-Laws or by specific statutory provision
superseding the restrictions and limitations contained in the Declaration of
Trust or in these By-Laws.
At any election of Trustees, the Board of Trustees prior thereto may,
or, if they have not so acted, the Chairman of the meeting may, and upon the
request of the holders of ten percent (10%) of the Shares entitled to vote at
such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and according to the
best of their ability, and shall after the election make a certificate of the
result of the vote taken. No candidate for the office of Trustee shall be
appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken upon
any election or matter, and such vote shall be taken upon the request of the
holders of ten percent (10%) of the Shares entitled to vote on such election
or matter.
Section 8. Conduct of Shareholders' Meetings. The meetings of the
Shareholders shall be presided over by the Chairman of the Board of Trustees,
if any, or if he shall not be present, by the President, or if he shall not
be present, by a Vice-President, or if none of the Chairman of the Board of
Trustees, the President or any Vice-President is present, by a chairman to be
elected at the meeting. The Secretary of the Trust, if present, shall act as
Secretary of such meetings, or if he is not present, an Assistant Secretary
shall so act, or if neither the Secretary nor an Assistant Secretary is
present, than the meeting shall elect its secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every
meeting of the Shareholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the secretary of
the meeting, who shall decide all questions touching the qualification of
voters, the validity of the proxies, and the acceptance or rejection of
votes, unless inspectors of election shall have been appointed as provided in
Section 7, in which event such inspectors of election shall decide all such
questions.
ARTICLE II
BOARD OF TRUSTEES
Section 1. Number and Tenure of Office. The business and affairs of
the Trust shall be conducted and managed by a Board of Trustees consisting of
the number of initial Trustees, which number may be increased or decreased as
provided in Section 2 of this Article. Each Trustee shall, except as
otherwise provided herein, hold office until the next meeting of Shareholders
of the Trust following his election called for the purpose of electing
Trustees or until his successor is duly elected and qualifies. Trustees need
not be Shareholders.
Section 2. Increase or Decrease in Number of Trustees; Removal. The
Board of Trustees, by the vote of a majority of the entire Board, may
increase the number of Trustees to a number not exceeding fifteen, and may
elect Trustees to fill the vacancies created by any such increase in the
number of Trustees until the next meeting called for the purpose of electing
Trustees or until their successors are duly elected and qualify; the Board of
Trustees, by the vote of a majority of the entire Board, may likewise
decrease the number of Trustees to a number not less than three but the
tenure of office of any Trustee shall not be affected by any such decrease.
Vacancies occurring other than by reason of any such increase shall be filled
by a vote of a majority of the entire Board then sitting. In the event that
after the proxy material has been printed for a meeting of Shareholders at
which Trustees are to be elected and any one or more nominees named in such
proxy material should die, become incapacitated or fail to stand for
election, the authorized number of Trustees shall be automatically reduced by
the number of such nominees, unless the Board of Trustees prior to the
meeting shall otherwise determine.
A Trustee at any time may be removed either with or without cause by
resolution duly adopted by the affirmative votes of the holders of not less
than two-thirds of the outstanding Shares of the Trust, present in person or
by proxy at any meeting of Shareholders at which such vote may be taken,
provided that a quorum is present. Any Trustee at any time may be removed
for cause by resolution duly adopted at any meeting of the Board of Trustees
provided that notice thereof is contained in the notice of such meeting and
that such resolution is adopted by the vote of at least two thirds of the
Trustees whose removal is not proposed. As used herein, "for cause" shall
mean any cause which under Massachusetts law would permit the removal of a
Trustee of a business trust.
Section 3. Place of Meeting. The Trustees may hold their meetings,
have one or more offices, and keep the books of the Trust outside
Massachusetts, at any office or offices of the Trust or at any other place as
they may from time to time by resolution determine, or, in the case of
meetings, as they may from time to time by resolution determine or as shall
be specified or fixed in the respective notices or waivers of notice thereof.
Section 4. Regular Meetings. Regular meetings of the Board of
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Trustees shall be held at such time and on such notice, if any, as the
Trustees may from time to time determine.
Section 5. Special Meetings. Special meetings of the Board of
Trustees may be held from time to time upon call of the Chairman of the Board
of Trustees, if any, the President or two or more of the Trustees, by oral,
telegraphic or written notice duly served on or sent or mailed to each
Trustee not less than one day before such meeting. No notice need be given to
any Trustee who attends in person or to any Trustee who in writing executed
and filed with the records of the meeting either before or after the holding
thereof, waives such notice. Such notice or waiver of notice need not state
the purpose or purposes of such meeting.
Section 6. Quorum. A majority of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any meeting of the Board
there shall be less than a quorum present (in person or by open telephone
line, to the extent permitted by the Investment Company Act of 1940 (the
"1940 Act")), a majority of those present may adjourn the meeting from time
to time until a quorum shall have been obtained. The act of the majority of
the Trustees present at any meeting at which there is a quorum shall be the
act of the Board, except as may be otherwise specifically provided by
statute, by the Declaration of Trust or by these By-Laws.
If a quorum is present but sufficient votes in favor of one or more
proposals have not been received, any of the persons named as proxies or
attorneys-in-fact may propose and approve one or more adjournments of the
meeting to permit further solicitation of proxies with respect to any
proposal. All such adjournments will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the
meeting to be adjourned. Prior to any such adjournment, any lawful business
may be transacted.
Section 7. Executive Committee. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from the Trustees
an Executive Committee to consist of such number of Trustees (but not less
than two) as the Board may from time to time determine. The Board of Trustees
by such affirmative vote shall have power at any time to change the members
of such Committee and may fill vacancies in the Committee by election from
the Trustees. When the Board of Trustees is not in session, the Executive
Committee shall have and may exercise any or all of the powers of the Board
of Trustees in the management of the business and affairs of the Trust
(including the power to authorize the seal of the Trust to be affixed to all
papers which may require it) except as provided by law and except the power
to increase or decrease the size of, or fill vacancies on, the Board. The
Executive Committee may fix its own rules of procedure, and may meet, when
and as provided by such rules or by resolution of the Board of Trustees, but
in every case the presence of a majority shall be necessary to constitute a
quorum. In the absence of any member of the Executive Committee, the members
thereof present at any meeting, whether or not they constitute a quorum may
appoint a member of the Board of Trustees to act in the place of such absent
member.
Section 8. Other Committees. The Board of Trustees, by the affirmative
vote of a majority of the entire Board, may appoint other committees which
shall in each case consist of such number of members of the Board (not less
than two) and shall have and may exercise such powers as the Board may
determine in the resolution appointing them. A majority of all members of
any such committee may determine its action, and fix the time and place of
its meetings, unless the Board of Trustees shall otherwise provide. The
Board of Trustees shall have power at any time to change the members and
powers of any such committee, to fill vacancies, and to discharge any such
committee.
Section 9. Informal Action by and Telephone Meetings of Trustees and
Committees. Any action required or permitted to be taken at any meeting of
the Board of Trustees or any committee thereof may be taken without a
meeting, if a written consent to such action is signed by all members of the
Board, or of such committee, as the case may be. Trustees or members of a
committee of the Board of Trustees may participate in a meeting by means of a
conference telephone or similar communications equipment; such participation
shall, except as otherwise required by the 1940 Act, have the same effect as
presence in person.
Section 10. Compensation of Trustees and Committee Members. Trustees
and members of the Committees appointed by the Board shall be entitled to
receive such compensation from the Trust for their services as may from time
to time be voted by the Board of Trustees.
Section 11. Dividends. Dividends or distributions payable on the
Shares of any Series or Class of the Trust may, but need not be, declared by
specific resolution of the Board as to each dividend or distribution; in lieu
of such specific resolutions, the Board may, by general resolution, determine
the method of computation thereof, the method of determining the Shareholders
of the Series or Class to which they are payable and the methods of
determining whether and to which Shareholders they are to be paid in cash or
in additional Shares.
Section 12. Indemnification. Before an indemnitee shall be
indemnified by the Trust, there shall be a reasonable determination upon
review of the facts that the person to be indemnified was not liable by
reason of disabling conduct as defined in the Declaration of Trust. Such
determination may be made either by vote of a majority of a quorum of the
Board who are neither "interested persons" of the Trust or the investment
adviser nor parties to the proceeding or by independent legal counsel. The
Trust may advance attorneys' fees and expenses incurred in a covered
proceeding to the indemnitee if the indemnitee undertakes to repay the
advance unless it is determined that he is entitled to indemnification under
the Declaration of Trust. Also at least one of the following conditions must
be satisfied: (1) the indemnitee provides security for his undertaking, or
(2) the Trust is insured against losses arising by reason of lawful advances,
or (3) a majority of the disinterested nonparty Trustees or independent legal
counsel in a written opinion shall determine, based upon review of all of the
facts, that there is reason to believe that the indemnitee will ultimately be
found entitled to indemnification.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the Trust
shall include a Chairman of the Board of Trustees, a President, one or more
Vice-Presidents (the number thereof to be determined by the Board of
Trustees), a Secretary and a Treasurer. The Chairman of the Board and the
President shall be selected from among the Trustees. The Board of Trustees
may also in its discretion appoint Assistant Secretaries, Assistant
Treasurers, and other officers, agents and employees, who shall have
authority and perform such duties as the Board or the Executive Committee may
determine. The Board of Trustees may fill any vacancy which may occur in any
office. Any two offices, except those of Chairman of the Board and
Secretary, and President and Secretary, may be held by the same person, but
no officer shall execute, acknowledge or verify any instrument in more than
one capacity, if such instrument is required by law or these By-Laws to be
executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. The term of office of all officers shall
be until their respective successors are chosen and qualify; however, any
officer may be removed from office at any time with or without cause by the
vote of a majority of the entire Board of Trustees.
Section 3. Powers and Duties. The officers of the Trust shall have
such powers and duties as generally pertain to their respective offices, as
well as such powers and duties as may from time to time be conferred by the
Board of Trustees or the Executive Committee. Unless otherwise ordered by
the Board of Trustees, the Chairman of the Board shall be the Chief Executive
Officer.
ARTICLE IV
SHARES
Section 1. Share Certificates. The Board of Trustees has discretion
to determine from time to time whether (i) all of the Shares of the Trust or
any Series or Class shall be issued without certificates, or (ii) if
certificates are to be issued for any Shares, the extent and conditions for
such issuance, and the form(s) of such certificates.
Section 2. Transfer of Shares. Shares of any Series or Class shall be
transferable on the books of the Trust by the holder thereof in person or by
his duly authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of Shares of that
Series or Class, duly endorsed or accompanied by proper instruments of
assignment and transfer, with such proof of the authenticity of the signature
as the Trust or its agent may reasonably require; in the case of shares not
represented by certificates, the same or similar requirements may be imposed
by the Board of Trustees.
Section 3. Share Ledgers. The share ledgers of the Trust, containing
the name and address of the Shareholders of each Series or Class of the Trust
and the number of shares of that Series or Class, held by them respectively,
shall be kept at the principal offices of the Trust or, if the Trust employs
a transfer agent, at the offices of the transfer agent of the Trust.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of
Trustees may determine the conditions upon which a new certificate may be
issued in place of a certificate which is alleged to have been lost, stolen
or destroyed; and may, in their discretion, require the owner of such
certificate or his legal representative to give bond, with sufficient surety
to the Trust and the transfer agent, if any, to indemnify it and such
transfer agent against any and all loss or claims which may arise by reason
of the issue of a new certificate in the place of the one so lost, stolen or
destroyed.
ARTICLE V
SEAL
The Board of Trustees shall provide a suitable seal of the Trust, in
such form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Trust shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Trust may be altered, amended, added to or repealed
by the Shareholders or by majority vote of the entire Board of Trustees, but
any such alteration, amendment, addition or repeal of the By-Laws by action
of the Board of Trustees may be altered or repealed by the Shareholders.
