Exhibit No. EX-99(1)(a)
ARTICLES OF INCORPORATION
OF
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
For the purpose of forming a Minnesota business corporation pursuant to the
provisions of Minnesota Statutes, Chapter 302A, as now enacted or hereafter
amended, the following Articles of Incorporation are adopted:
ARTICLE 1
The name of this corporation is Voyageur Minnesota Municipal Income Fund
II, Inc.
ARTICLE 2
This corporation shall have general business purposes and shall have
unlimited power to engage in and do any lawful act concerning any and all lawful
businesses for which corporations may be organized under the Minnesota Statutes,
Chapter 302A. Without limiting the generality of the foregoing, this corporation
shall have specific power:
(a) To conduct, operate and carry on the business of a so-called
"closed-end" management investment company pursuant to applicable state and
federal regulatory statutes, and exercise all the powers necessary and
appropriate to the conduct of such operations.
(b) To purchase, subscribe for, invest in or otherwise acquire, and to
own, hold, pledge, mortgage, hypothecate, sell, possess, transfer or
otherwise dispose of, or turn to account or realize upon, and generally
deal in, all forms of securities of every kind, nature, character, type and
form, and other financial instruments which may not be deemed to be
securities, including but not limited to futures contracts and options
thereon. Such securities and other financial instruments may include but
are not limited to shares, stocks, bonds, debentures, notes, scrip,
participation certificates, rights to subscribe, warrants, options,
certificates of deposit, bankers' acceptances, repurchase agreements,
commercial paper, chooses in action, evidences of indebtedness,
certificates of indebtedness and certificates of interest of any and every
kind and nature whatsoever, secured and unsecured, issued or to be issued,
by any corporation, company, partnership (limited or general), association,
trust, entity or person, public or private, whether organized under the
laws of the United States, or any state, commonwealth, territory or
possession thereof, or organized under the laws of any foreign country, or
any state, province, territory or possession thereof, or issued or to be
issued by the United States government or any agency or instrumentality
thereof, and futures contracts and options thereon.
(c) In the above provisions of this Article 2, purposes shall also be
construed as powers and powers shall also be construed as purposes, and the
enumeration of specific purposes or powers shall not be construed to limit
other statements of purposes or to limit purposes or powers which the
corporation may otherwise have under applicable law, all of the same being
separate and cumulative, and all of the same may be carried on, promoted
and pursued, transacted or exercised in any place whatsoever.
ARTICLE 3
This corporation shall have perpetual existence.
ARTICLE 4
The location and post office address of the registered office of this
corporation in Minnesota is 100 South Fifth Street, Suite 2200, Minneapolis,
Minnesota 55402.
ARTICLE 5
The total number of authorized shares of this corporation is 201,000,000,
consisting of 1,000,000 shares of preferred stock, par value $.01 per share (the
"Preferred Stock") and 200,000,000 shares of common stock, par value $.01 per
share (the "Common Stock"). There shall be no cumulative voting. The
designations and powers, preferences and rights, and the qualifications,
limitations and restrictions thereof, of each of the classes of stock of the
corporation are as follows:
(a) Preferred Stock. Shares of Preferred Stock may be issued from time
to time in one or more series as the Board of Directors may determine, as
hereinafter provided. The Board of Directors is hereby authorized by
resolution or resolutions, to provide from time to time for series of
Preferred Stock out of the shares of Preferred Stock not then allocated to
any series of Preferred Stock. Before any shares of any such series of
Preferred Stock are issued, the Board of Directors shall fix and determine,
and is hereby expressly empowered to fix and determine, by resolution or
resolutions, the designations, powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions thereof, of the shares of such series,
including, without limiting the generality of the foregoing, any of the
following provisions with respect to which the Board of Directors shall
determine to make affirmative provision:
(i) The designation and name of such series and the number of
shares that shall constitute such series;
(ii) The dividend rate or rates payable on shares of such series,
the date or dates from which such dividends shall commence to accrue
and the dividend payment dates for such dividends;
(iii) Whether dividends on such series are to be cumulative or
noncumulative, and the participating or other special rights, if any,
with respect to the payment of dividends;
(iv) Whether such series shall be subject to redemption and, if
so, the manner of redemption, the redemption price or prices and the
terms and conditions on which shares of such series may be redeemed;
(v) Whether such series shall have a sinking fund or other
retirement provisions for the redemption or purchase of shares of such
series and, if so, the terms and amount of such sinking fund and other
retirement provisions and the extent to which the charges therefor are
to have priority over the payment of dividends on, or the making of
sinking fund or other like retirement provisions for, shares of any
other series or over dividends on the Common Stock;
(vi) The amounts payable on shares of such series on voluntary or
involuntary dissolution, liquidation or winding up of the affairs of
the corporation and the extent to which such payment shall have
priority over the payment of any amount on voluntary or involuntary
dissolution, liquidation or winding up of affairs of the corporation,
on shares of any other series or on the Common Stock;
(vii) The terms and conditions, if any, on which shares of such
series may be converted into, or exchanged for, shares of any other
series or any class of Common Stock;
(viii) The extent of the voting powers, if any, of the shares of
such series;
(ix) The stated value, if any, for the shares of such series, the
consideration for which shares of such series may be issued and the
amount of such consideration that shall be credited to the capital
account; and
(x) Any other preferences and relative, participating, optional
or other special rights, and qualifications, limitations or
restrictions thereof, of the shares of such series.
The Board of Directors is expressly authorized to vary the provisions
relating to the foregoing matters among the various series of Preferred Stock.
All shares of the Preferred Stock of any one series shall be identical in
all respects with all other shares of such series, except that shares of any one
series issued at different times may differ as to the dates from which dividends
thereon shall be payable and, if cumulative, shall cumulate.
Shares of any series of Preferred Stock that shall be issued and thereafter
acquired by the corporation through purchase, redemption (whether through the
operation of a sinking fund or otherwise), conversion, exchange or otherwise,
shall upon appropriate filing and recording to the extent required by law, have
the status of authorized and unissued shares of Preferred Stock and may be
reissued as part of such series or as part of any other series of Preferred
Stock. Unless otherwise provided in the resolution or resolutions of the Board
of Directors providing for the issue thereof, the number of authorized shares of
stock of any series of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by resolution or
resolutions of the Board of Directors and appropriate filing and recording to
the extent required by law. In case the number of shares of any such series of
Preferred Stock shall be decreased, the shares representing such decrease shall,
unless otherwise provided in the resolution or resolutions of the Board of
Directors providing for the issuance thereof, resume the status of authorized
but unissued shares of Preferred Stock undesignated as to series.
(b) Common Stock.
(i) Subject to the rights of the holders of the Preferred Stock
of the corporation, in the event of the liquidation or dissolution of
the corporation, the holders of the Common Stock shall be entitled to
receive pro rata the net distributable assets of the corporation.
(ii) The holders of shares of the Common Stock shall not, as such
holders, have any right to acquire, purchase or subscribe for any
shares of Common Stock or securities of the corporation which it may
hereafter issue or sell (whether out of the number of shares
authorized by these Articles of Incorporation, or out of any shares
acquired by it after the issuance thereof, or otherwise), other than
such right, if any, as the Board of Directors of the corporation in
its discretion may determine.
(iii) Subject to the rights of the holders of the Preferred Stock
of the corporation, dividends, when, as and if declared by the Board
of Directors, shall be shared equally by the holders of Common Stock
on a share for share basis. The Board of Directors may direct that any
dividends so declared and distributed shall be paid in cash to the
holder, or, alternatively, may direct that any such dividends be
reinvested in full and fractional shares of the corporation if such
holder elects to have them reinvested.
(iv) If any shares of Common Stock shall have been purchased or
otherwise reacquired by the corporation in accordance with law, all
shares so purchased or otherwise reacquired shall be retired
automatically, and such retired shares shall have the status of
authorized but unissued shares of Common Stock and the number of
authorized shares of Common Stock of the corporation shall not be
reduced by the number of any shares retired.
(v) Shares of Common Stock shall be issued from time to time
either for cash or for such other consideration (which may be in any
one or more instances certain specified consideration) as the Board of
Directors, from time to time, may deem advisable, in the manner and to
the extent now or hereafter permitted by the laws of the State of
Minnesota and the Investment Company Act of 1940, as amended.
(vi) The corporation may issue shares of its Common Stock in
fractional denominations to the same extent as its whole shares, and
shares in fractional denominations shall be shares of Common Stock
having proportionately to the respective fractions represented thereby
all the rights of whole shares, including, without limitation, the
right to vote, the right to receive dividends and distributions and
the right to participate upon liquidation of the corporation, but
excluding the right to receive a certificate representing fractional
shares.
ARTICLE 6
The following additional provisions, when consistent with law, are hereby
established for the management of the business of this corporation, for the
conduct of the affairs of the corporation, and for the purpose of describing
certain specific powers of this corporation and of its directors and
shareholders.
(a) In furtherance and not in limitation of the powers conferred by
statute and pursuant to these Articles of Incorporation, the Board of
Directors is expressly authorized to do the following:
(i) To make, adopt, alter, amend and repeal the Bylaws of the
corporation unless reserved to the shareholders by the Bylaws or by
the laws of the State of Minnesota, subject to the power of the
shareholders to change or repeal such Bylaws.
(ii) To distribute, in its discretion, for any fiscal year (in
such year or in the next fiscal year) as ordinary dividends and as
capital gains distributions, respectively, amounts sufficient to
enable the corporation to qualify under the Internal Revenue Code as a
regulated investment company to avoid any liability for federal income
tax in respect of such year.
(iii) To authorize, subject to such vote, consent, or approval of
shareholders and other conditions, if any, as may be required by any
applicable statute, rule or regulation, the execution and performance
by the corporation or any agreement or agreements with any person,
corporation, association, company, trust, partnership (limited or
general) or other organization whereby, subject to the supervision and
control of the Board of Directors, any such other person, corporation,
association, company, trust, partnership (limited or general) or other
organization shall render managerial, investment advisory,
distribution, transfer agent, accounting and/or other services to the
corporation (including, if deemed advisable, the management or
supervision of the investment portfolio of the corporation) upon such
terms and conditions as may be provided in such agreement or
agreements.
(iv) To authorize any agreement of the character described in
subparagraph (iii) of this paragraph (a) with any person, corporation,
association, company, trust, partnership (limited or general) or other
organization, although one or more of the members of the Board of
Directors or officers of the corporation may be the other party to any
such agreement or an officer, director, employee, shareholder or
member of such other party, and no such agreement shall be invalidated
or rendered voidable by reason of the existence of any such
relationship.
(v) To authorize the issuance from time to time of any class or
series of class of shares of Common Stock or Preferred Stock, whether
now or hereafter authorized, having such number of shares,
designations, relative voting rights, dividend rights, liquidation and
other rights, preferences and limitations as may be fixed by the Board
of Directors without any action by shareholders, subject to such
limitations and restrictions as may be set forth in these Articles of
Incorporation or in the Bylaws of this corporation, or in the laws of
the State of Minnesota.
(vi) To accept or reject subscriptions for shares made after
incorporation.
(vii) To fix the terms, conditions and provisions of and
authorize the issuance of options to purchase or subscribe for shares
of any series including the option price or prices at which shares may
be purchased or subscribed for.
(b) The determination as to any of the following matters made by or
pursuant to the direction of the Board of Directors consistent with these
Articles of Incorporation and in the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of duties, shall be final and
conclusive and shall be binding upon the corporation and every holder of
shares of its capital stock: namely, the amount of the assets, obligations,
liabilities and expenses of the corporation; the amount of the net income
of the corporation from dividends and interest for any period and the
amount of assets at any time legally available for the payment of
dividends; the amount of paid-in surplus, other surplus, annual or other
net profits, or net assets in excess of capital, undivided profits, or
excess of profits over losses on sales of securities; the amount, purpose,
time of creation, increase or decrease, alteration or cancellation of any
reserves or charges and the propriety thereof (whether or not any
obligation or liability for which such reserves or charges shall have been
created shall have been paid or discharged); the market value, or any sale,
bid or asked price to be applied in determining the market value, of any
security owned or held by the corporation; the fair value of any other
asset owned by the corporation; the number of shares of the corporation
issued or issuable; any matter relating to the acquisition, holding and
disposition of securities and other assets by the corporation; and any
question as to whether any transaction constitutes a purchase of securities
on margin, a short sale of securities, or an underwriting of the sale of,
or participation in any underwriting or selling group in connection with
the public distribution of any securities.
(c) The Board of Directors or the shareholders of the corporation may
adopt, amend, affirm or reject investment policies and restrictions upon
investment or the use of assets of the corporation and may designate some
such policies as fundamental and not subject to change other than by a vote
of a majority of the outstanding voting securities, as such phrase is
defined in the Investment Company Act of 1940, as amended.
(d) This corporation shall indemnify such persons for such expenses
and liabilities, in such manner, under such circumstances, and to the full
extent permitted by Section 302A.521 of the Minnesota Statutes, as now
enacted or hereafter amended, provided, however, that no such
indemnification may be made if it would be in violation of Section 17(h) of
the Investment Company Act of 1940, as now enacted or hereafter amended.
(e) Any action which might be taken at a meeting of the Board of
Directors, or any duly constituted committee thereof, may be taken without
a meeting if done in writing and signed by a majority of the directors or
committee members; provided, however, that the foregoing procedure may not
be employed with respect to the approval of any contract subject to the
provisions of Section 15 of the Investment Company Act of 1940, as amended.
ARTICLE 7
(a) Notwithstanding any other provision of these Articles of
Incorporation, an affirmative vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the outstanding Common Stock and
outstanding Preferred Stock, if any, then entitled to vote, voting as a
single class, shall be required to approve, adopt or authorize (i) a
conversion of the corporation from a "closed-end investment company" to an
"open-end investment company," as those terms are defined in Section
5(a)(2) and 5(a)(1), respectively, of the Investment Company Act of 1940,
as in effect from time to time, (ii) a merger or consolidation of the
corporation with any other corporation or a reorganization or
recapitalization, (iii) a sale, lease or transfer of all or substantially
all of the assets of the corporation (other than in the regular course of
the corporation's investment activities), or (iv) a liquidation or
dissolution of the corporation, unless such action has previously been
approved, adopted or authorized by the affirmative vote of two-thirds of
the total number of directors fixed in accordance with the Bylaws, in which
case the affirmative vote of the holders of at least a majority of the
outstanding Common Stock and outstanding Preferred Stock, if any, then
entitled to vote, voting as a single class, shall be required. Except as
may otherwise be required by law, in the case of the conversion of the
corporation from a closed-end investment company to an open-end investment
company, or in the case of any of the foregoing transactions constituting a
plan of reorganization (as such term is used in the Investment Company Act
of 1940, as amended) which adversely affects the holders of shares of
Preferred Stock, approval, adoption or authorization of the action in
question will also require the affirmative vote of the holders of sixty-six
and two-thirds percent (66-2/3%) of the shares of Preferred Stock voting as
a separate class; provided, however, that such separate class vote shall be
a majority vote if the action in question has previously been approved,
adopted or authorized by the affirmative vote of two-thirds of the total
number of directors fixed in accordance with the Bylaws.
(b) In addition to the voting requirements imposed by law or by any
other provision of these Articles of Incorporation, the provisions set
forth in this Article 7 may not be amended, altered or repealed in any
respect, nor may any provision inconsistent with this Article 7 be adopted,
unless such action is approved by the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the outstanding shares
of Common Stock and outstanding shares of Preferred Stock, if any, then
entitled to vote, voting as a single class. In the event the holders of
shares of Common Stock or the holders of shares of Preferred Stock, as the
case may be, are required by law to approve such an action by a class vote
of such holders, such action must be approved by the holders of at least
sixty-six and two-thirds percent (66-2/3%) of such holders or such lower
percentage as may be required by law.
ARTICLE 8
The name and address of the first director, who shall serve until the first
annual or special meeting of shareholders or until his successor is elected and
qualified, is:
Kenneth E. Dawkins
100 South Fifth Street, Suite 2200
Minneapolis, Minnesota 55402
ARTICLE 9
To the fullest extent permitted by the Minnesota Business Corporation Act,
as the same exists or may hereafter be amended (except as prohibited by the
Investment Company Act of 1940, as amended), a director of this corporation
shall not be liable to this corporation or its shareholders for monetary damages
for breach of fiduciary duty as director.
ARTICLE 10
The name and address of the incorporator, who is a natural person of full
age, are:
Name Address
Kathleen L. Prudhomme 220 South Sixth Street
Minneapolis, MN 55402-1498
IN WITNESS WHEREOF, the undersigned sole incorporator has executed these
Articles of Incorporation on December 29, 1992.
/s/ Kathleen L. Prudhomme
Kathleen L. Prudhomme
