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EXHIBIT 99.2
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
By-Laws
ARTICLE I
Stockholders
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Section 1. Place of Meeting. All meetings of the stockholders shall
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be held at the principal office of the Corporation in the State of Maryland or
at such other place within the United States as may from time to time be
designated by the Board of Directors and stated in the notice of such meeting.
Section 2. Annual Meeting. The annual meeting of the stockholders of
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the Corporation shall be held on a date and at such hour as may from time to
time be designated by the Board of Directors and stated in the notice of such
meeting, within the month ending four months after the end of the Corporation's
fiscal year, for the transaction of such business as may properly be brought
before the meeting; provided, however, that an annual meeting shall not be
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required to be held in any year in which the election of directors is not
required to be acted on by stockholders under the Investment Company Act of
1940.
Section 3. Meetings. Meetings of the stockholders for any purpose or
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purposes, including for purposes of voting on the removal of one or more
Directors, may be called by the Chairman of the Board, the President or a
majority of the Board of Directors, and shall be called by the Secretary upon
receipt of the request in writing signed by stockholders holding not less than
10% of the common stock issued and outstanding and entitled to vote thereat.
Such request shall state the purpose or purposes of the proposed meeting. The
Secretary shall inform such stockholders of the reasonably estimated costs of
preparing and mailing such notice of meeting and upon
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payment to the Corporation of such costs, the Secretary shall give notice
stating the purpose or purposes of the meeting as required in this Article and
By-Law to all stockholders entitled to notice of such meeting. No special
meeting need be called upon the request of the holders of shares entitled to
cast less than a majority of all votes entitled to be cast at such meeting to
consider any matter which is substantially the same as a matter voted upon at
any special meeting of stockholders held during the preceding twelve months.
Section 4. Notice of Meetings of Stockholders. Not less than ten
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days' and not more than ninety days' written or printed notice of every meeting
of stockholders, stating the time and place thereof and the general nature of
the business proposed to be transacted thereat, shall be given to each
stockholder entitled to vote thereat by leaving the same with such stockholder
or at such stockholder's residence or usual place of business or by mailing it,
postage prepaid, and addressed to such stockholder at such stockholder's address
as it appears upon the books of the Corporation. If mailed, notice shall be
deemed to be given when deposited in the United States mail addressed to the
stockholder as aforesaid.
No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who attends in person or by proxy or to any
stockholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
Section 5. Record Dates. The Board of Directors may fix, in advance,
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a date not exceeding ninety days preceding the date of any meeting of
stockholders, any dividend payment date or any date for the allotment of rights,
as a record date for the determination of the stockholders entitled to notice of
and to vote at such meeting or entitled to receive such dividends or rights, as
the case may be; and only stockholders of record on such date shall be
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entitled to notice of and to vote at such meeting or to receive such dividends
or rights, as the case may be. In the case of a meeting of stockholders, such
date shall not be less than ten days prior to the date fixed for such meeting.
Section 6. Quorum, Adjournment of Meetings. The presence in person
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or by proxy of the holders of record of one-third of the shares of the common
stock of the Corporation issued and outstanding and entitled to vote thereat
shall constitute a quorum at all meetings of the stockholders except as
otherwise provided in the Articles of Incorporation. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
holders of a majority of the stock present in person or by proxy shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until stockholders owning the requisite amount of
stock entitled to vote at such meeting shall be present. At such adjourned
meeting at which stockholders owning the requisite amount of stock entitled to
vote thereat shall be represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
Section 7. Voting and Inspectors. At all meetings, stockholders of
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record entitled to vote thereat shall have one vote for each share of common
stock standing in his/her name on the books of the Corporation (and such
stockholders of record holding fractional shares, if any, shall have
proportionate voting rights) on the date for the determination of stockholders
entitled to vote at such meeting, either in person or by proxy. A stockholder
may sign a writing authorizing another person to act as proxy. Signing may be
accomplished by the stockholder or the stockholder's authorized agent signing
the writing or causing the stockholder's signature to be affixed to the writing
by any reasonable means, including facsimile signature. A stockholder may
authorize another person to act as proxy by transmitting, or authorizing the
transmission of,
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a telegram, cablegram, datagram, or other means of electronic transmission to
the person authorized to act as proxy or to a proxy solicitation firm, proxy
support service organization, or other person authorized by the person who will
act as proxy to receive the transmission.
All elections shall be had and all questions decided by a majority of
the votes cast at a duly constituted meeting, except as otherwise provided by
statute or by the Articles of Incorporation or by these By-Laws.
At any election of directors, the Chairman of the meeting may, and
upon the request of the holders of ten percent (10%) of the stock 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 director shall be appointed such
Inspector.
Section 8. Conduct of Stockholders' Meetings. The meetings of the
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stockholders shall be presided over by the Chairman of the Board, or if he or
she is not present, by the President, or if he or she is not present, by a Vice-
President, or if none of them is present, by a Chairman to be elected at the
meeting. The Secretary of the Corporation, if present, shall act as a Secretary
of such meetings, or if he or she is not present, an Assistant Secretary shall
so act; if neither the Secretary nor the Assistant Secretary is present, then
the meeting shall elect its Secretary.
Section 9. Concerning Validity of Proxies, Ballots, etc. At every
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meeting of the stockholders, 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 concerning the qualification of voters,
the validity of the proxies and the acceptance or rejection of votes, unless
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inspectors of election shall have been appointed by the Chairman of the meeting,
in which event such inspectors of election shall decide all such questions.
ARTICLE II
Board of Directors
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Section 1. Number and Tenure of Office. The business and affairs of
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the Corporation shall be conducted and managed by a Board of Directors of not
less than three nor more than twelve directors, as may be determined from time
to time by vote of a majority of the directors then in office, provided that if
there is no stock outstanding the number of directors may be less than three but
not less than one. Directors need not be stockholders.
Section 2. Vacancies. In case of any vacancy in the Board of
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Directors through death, resignation or other cause, other than an increase in
the number of directors, a majority of the remaining directors, although a
majority is less than a quorum, by an affirmative vote, may elect a successor to
hold office until the next annual meeting of stockholders or until his successor
is chosen and qualifies.
Section 3. Increase or Decrease in Number of Directors. The Board of
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Directors, by the vote of a majority of the entire Board, may increase the
number of directors and may elect directors to fill the vacancies created by any
such increase in the number of directors until the next meeting of stockholders
or until their successors are duly chosen and qualified. The Board of Directors,
by the vote of a majority of the entire Board, may likewise decrease the number
of directors to a number not less than three.
Section 4. Place of Meeting. The directors may hold their meetings,
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have one or more offices, and keep the books of the Corporation, outside the
State of Maryland, at any office or
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offices of the Corporation 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 5. Regular Meetings. Regular meetings of the Board of
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Directors shall be held at such time and on such notice as the directors may
from time to time determine.
Section 6. Special Meetings. Special meetings of the Board of
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Directors may be held from time to time upon call of the Chairman of the Board,
the President, the Secretary or two or more of the directors, by oral or
telegraphic or written notice duly served on or sent or mailed to each director
not less than one day before such meeting. No notice need be given to any
director who attends in person or to any director 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 7. Quorum. One-third of the directors then in office shall
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constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two directors. If at any meeting of the Board
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall be obtained. The act
of the majority of the directors present at any meeting at which there is a
quorum shall be the act of the directors, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation or by these
By-Laws.
Section 8. Operating Committee. The Board of Directors may, by the
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affirmative vote of a majority of the whole Board, appoint from the directors an
Operating Committee to consist of such number of directors (not less than three)
as the Board may from time to time determine. The Chairman of the Committee
shall be elected by the Board of Directors. The Board of
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Directors 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 directors. When the Board of Directors is not in session, to the extent
permitted by law, the Operating Committee shall have and may exercise any or all
of the powers of the Board of Directors in the management of the business and
affairs of the Corporation. The Operating 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 Directors, but in every case the presence of a majority shall be
necessary to constitute a quorum. During the absence of a member of the
Operating Committee, the remaining members may appoint a member of the Board of
Directors to act in his place.
Section 9. Other Committees. The Board of Directors, by the
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affirmative vote of a majority of the whole Board, may appoint from the
directors other committees which shall in each case consist of such number of
directors (not less than one) and shall have and may exercise such powers as the
Board may determine in the resolution appointing them. A majority of all the
members of any such committee may determine its action and fix the time and
place of its meetings, unless the Board of Directors shall otherwise provide.
The Board of Directors shall have power at any time to change the members and
powers of any such committee, to fill vacancies and to discharge any such
committee.
Section 10. Telephone Meetings. Members of the Board of Directors or
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a committee of the Board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means constitutes presence in person at the meeting unless
otherwise provided by the Investment Company Act of 1940.
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Section 11. Action Without a Meeting. Any action required or
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permitted to be taken at any meeting of the Board of Directors 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, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee, unless otherwise provided by the Investment Company Act of
1940.
Section 12. Compensation of Directors. No director shall receive any
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stated salary or fees from the Corporation for his services as such if such
director is, otherwise than by reason of being such director, an interested
person (as such term is defined by the Investment Company Act of 1940) of the
Corporation or of its investment adviser, administrator or principal
underwriter. Except as provided in the preceding sentence, directors shall be
entitled to receive such compensation from the Corporation for their services as
may from time to time be voted by the Board of Directors.
Section 13. Removal of Directors. No director shall continue to hold
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office after the holders of record of not less than two-thirds of the
Corporation's outstanding common stock of all series have declared that that
director be removed from office either by declaration in writing filed with the
Corporation's Secretary or by votes cast in person or by proxy at a meeting
called for the purpose. The directors shall promptly call a meeting of
stockholders for the purpose of voting upon the question of removal of any
director or directors when requested in writing to do so by the record holders
of not less than 10 percent of the Corporation's outstanding common stock of all
series.
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ARTICLE III
Officers
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Section 1. Executive Officers. The executive officers of the
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Corporation shall be chosen by the Board of Directors. These may include a
Chairman of the Board of Directors (who shall be a director) and shall include a
President (who shall be a director), one or more Vice-Presidents (the number
thereof to be determined by the Board of Directors), a Secretary and a
Treasurer. The Board of Directors or the Operating Committee may also in its
discretion appoint Assistant Secretaries, Assistant Treasurers and other
officers, agents and employees, who shall have such authority and perform such
duties as the Board or the Operating Committee may determine. The Board of
Directors may fill any vacancy which may occur in any office. Any two offices,
except those of President and Vice-President, 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
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be one year and until their respective successors are chosen and qualified. Any
officer may be removed from office at any time with or without cause by the vote
of a majority of the whole Board of Directors.
Section 3. Power and Duties. The officers of the Corporation shall
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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 Directors or the Operating Committee.
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ARTICLE IV
Capital Stock
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Section 1. Certificates for Shares. Each stockholder of the
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Corporation shall be entitled to a certificate or certificates for the full
shares of stock of the Corporation owned by him in such form as the Board may
from time to time prescribe.
Section 2. Transfer of Shares. Shares of the Corporation shall be
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transferable on the books of the Corporation 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, duly
endorsed or accompanied by proper instruments of assignment and transfer, with
such proof of the authenticity of the signature as the Corporation or its agents
may reasonably require; in the case of shares not represented by certificates,
the same or similar requirements may be imposed by the Board of Directors.
Section 3. Stock Ledgers. The stock ledgers of the Corporation,
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containing the name and addresses of the stockholders and the number of shares
held by them respectively, shall be kept at the principal office of the
Corporation or, if the Corporation employs a Transfer Agent, at the office of
the Transfer Agent of the Corporation.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of
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Directors or the Operating Committee may determine the conditions upon which a
new certificate of stock of the Corporation of any class may be issued in place
of a certificate which is alleged to have been lost, stolen or destroyed; and
may, in its discretion, require the owner of such certificate or such owner's
legal representative to give bond, with sufficient surety, to the Corporation
and each Transfer Agent, if any, and to indemnify it and each such Transfer
Agent against any and all loss
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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
Corporate Seal
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The Board of Directors may provide for a suitable corporate seal, in
such form and bearing such inscriptions as it may determine.
ARTICLE VI
Fiscal Year
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The fiscal year of the Corporation shall be fixed by the Board of
Directors.
ARTICLE VII
Indemnification
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(a) The Corporation shall indemnify present and former directors,
officers, employees and agents of the Corporation (each, a "Covered Person")
against judgments, fines, settlements and expenses to the fullest extent
authorized, and in the manner permitted, by applicable federal and state law.
(b) The Corporation shall advance the expenses of Covered Persons who
are parties to any Proceeding to the fullest extent authorized, and in the
manner permitted, by applicable federal and state law. For purposes of this
paragraph, "Proceeding" means any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, or investigative.
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(c) Pursuant and subject to paragraphs (a) and (b), the Corporation
shall indemnify each Covered Person against, or advance the expenses of any
Covered Person for, the amount of any deductible provided in any liability
insurance policy maintained by the Corporation.
ARTICLE VIII
Custodian
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Section 1. The Corporation shall have as custodian or custodians one
or more trust companies or banks of good standing, each having a capital,
surplus and undivided profits aggregating not less than fifty million dollars
($50,000,000), and, to the extent required by the Investment Company Act of
1940, the funds and securities held by the Corporation shall be kept in the
custody of one or more such custodians, provided such custodian or custodians
can be found ready and willing to act, and further provided that the Corporation
may use as subcustodians, for the purpose of holding any foreign securities and
related funds of the Corporation, such foreign banks as the Board of Directors
may approve and as shall be permitted by law.
Section 2. The Corporation shall upon the resignation or inability to
serve of its custodian or upon change of the custodian:
(a) in case of such resignation or inability to serve, use its
best efforts to obtain a successor custodian;
(b) require that the cash and securities owned by the Corporation
be delivered directly to the successor custodian; and
(c) in the event that no successor custodian can be found, submit
to the stockholders before permitting delivery of the cash and
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securities owned by the Corporation otherwise than to a successor
custodian, the question whether or not this Corporation shall be liquidated
or shall function without a custodian.
ARTICLE IX
Amendment of By-Laws
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The By-Laws of the Corporation may be altered, amended, added to or
repealed by the stockholders or by majority vote of the entire Board of
Directors; but any such alteration, amendment, addition or repeal of the By-Laws
by action of the Board of Directors may be altered or repealed by stockholders.
As amended as of March 1, 2000.
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