EXHIBIT 2
CORNERSTONE STRATEGIC VALUE FUND, INC.
(A Maryland Corporation)
Amended and Restated as of February 20, 2004
ARTICLE I
NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL
Section 1.01 NAME.
The name of the Corporation is CORNERSTONE STRATEGIC VALUE FUND, INC.
Section 1.02 PRINCIPAL OFFICES.
The principal office of the Corporation in the State of Maryland shall
be located in the City of Baltimore. The Corporation shall also maintain a
principal office in the City of New York, State of New York. The Corporation
may, in addition, establish and maintain such other offices and places of
business as the Board of Directors may, from time to time, determine. [MGCL,
2-108]*
Section 1.03 SEAL.
The corporate seal of the Corporation shall be circular in form and
shall bear the name of the Corporation, the year of its incorporation, and the
word "Maryland." The form of the seal shall be subject to alteration by the
Board of Directors and the seal may be used by causing it or a facsimile to be
impressed or affixed or printed or otherwise reproduced. Any officer or Director
of the Corporation shall have authority to affix the corporate seal of the
Corporation to any document requiring the same. [MGCL, 1-304]
ARTICLE II
STOCKHOLDERS
Section 2.01 ANNUAL MEETINGS.
The annual meeting of the shareholders of the Fund shall be held on a
date fixed from time to time by the Board of Directors within the thirty-one
(31) day period ending six (6) months after the end of the Fund's fiscal year.
An annual meeting may be held at any place in or out of the State of Maryland as
may be determined by the Board of Directors as shall be designated in the notice
of the meeting and at the time specified by the Board of Directors. Any business
of the Corporation may be transacted at an annual meeting without being
specifically designated in the notice unless otherwise provided by statute, the
Corporation's Charter or these By-Laws.
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Section 2.02 SPECIAL MEETINGS.
Special meetings of the Stockholders may be called at any time by the
Chairman of the Board, the President or by any Vice President, or by a majority
of the Board of Directors. Special meetings of the Stockholders shall be called
by the Secretary upon the written request of the holders of shares entitled to
not less than twenty-five (25%) percent of all the votes entitled to be cast at
such meeting, provided that (a) such request shall state the purpose of such
meeting and the matters proposed to be acted on, and (b) the Stockholders
requesting such meeting shall have paid to the Corporation the reasonably
estimated cost of preparing and mailing the notice thereof, which the Secretary
shall determine and specify to such Stockholders. 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 the Stockholders held during the preceding twelve (12) months. [MGCL,
2502]
Section 2.03 NOTICE OF MEETINGS.
The Secretary or an Assistant Secretary shall cause notice of the
place, date and hour, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, to be mailed, not less than ten (10)
nor more than ninety (90) days before the date of the meeting, to each
Stockholder entitled to vote at such meeting, at his address as it appears on
the records of the Corporation at the time of such mailing. Notice of any
Stockholders' meeting need not be given to any Stockholder who shall sign a
written waiver of such notice whether before or after the time of such meeting,
which waiver shall be filed with the record of such meeting, or to any
Stockholder who shall attend such meeting in person or by proxy. Notice of
adjournment of a Stockholders' meeting to another time (not more than one
hundred twenty (120) days after the original record date) or place need not be
given, if such time and place are announced at the meeting. Irregularities in
the notice or in the giving thereof as well as the accidental omission to give
notice of any meeting to, or the non-receipt of any such notice by, any of the
Stockholders shall not invalidate any action taken by or at any such meeting.
[MGCL, 2-504, 2-511(d)]
Section 2.04 NOMINATIONS AND PROPOSALS BY STOCKHOLDERS
(a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the Stockholders may
be made at an annual meeting of Stockholders (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of the Board of Directors or
(iii) by any Stockholder of the Corporation who was a Stockholder of record both
at the time of giving of notice provided for in this Section 2.04(a) and at the
time of the annual meeting, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section 2.04(a).
(2) For nominations to the Board of Directors or other
business to be properly brought before an annual meeting by a Stockholder
pursuant to clause (iii) of paragraph (a)(1) of this Section 2.04, the
Stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must otherwise be a proper matter for
action by Stockholders. To be timely, a Stockholder's notice must be delivered
to the Secretary at the principal executive office of the Corporation by not
later than the close of business on the 90th day prior to the first anniversary
of the date of mailing of the notice for the preceding years
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annual meeting nor earlier than the close of business on the 120th day prior to
the first anniversary of the date of mailing of the notice for the preceding
year's annual meeting; provided, however, that in the event that the date of the
mailing of the notice for the annual meeting is advanced or delayed by more than
30 days from the anniversary date of the mailing of the notice for the preceding
year's annual meeting, notice by the Stockholder to be timely must be so
delivered not earlier than the close of business on the 120th day prior to the
date of mailing of the notice for such annual meeting and not later than the
close of business on the later of the 90th day prior to the date of mailing of
the notice for such annual meting or the tenth day following the day on which
public announcement of the date of mailing of the notice for such meeting is
first made by the Corporation. In no event shall the public announcement of a
postponement of the mailing of the notice for such annual meeting or of an
adjournment or postponement of an annual meeting to a later date or time
commence a new time period for the giving of a Stockholder's notice described
above. A Stockholder's notice to be proper must set forth (i) as to each person
whom the Stockholder proposes to nominate for election or reelection as a
director (A) the name, age, business address and residence address of such
person, (B) the class and number of shares of stock of the Corporation that are
beneficially owned or owned of record by such person and (C) all other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A (or any successor
provision) under the Securities Exchange Act of 1934 (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected): (ii) as to any other business that the
Stockholder proposes to be before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
Stockholder (including any anticipated benefit to the Stockholder therefrom) and
of each beneficial owner, if any, on whose behalf the proposal is made; and
(iii) as to the Stockholder giving the notice and each beneficial owner, if any,
on whose behalf the nomination or proposal is made, (x) the name and address of
such Stockholder, as they appear on the Corporation's stock ledger and current
name and address, if different, and of such beneficial owner, and (y) the class
and number of shares of stock of the Corporation which are owned beneficially
and of record by such Stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
Paragraph (a)(2) of this Section 2.04 to the contrary, in the event that the
number of directors to be elected to the Board of Directors is increased and
there is no public announcement by the Corporation of such action or specifying
the size of the increased Board of Directors at least 100 days prior to the
first anniversary of the date of mailing of the notice for the preceding year's
annual meeting, a Stockholder's notice required by this Section 2.04(a) shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if the notice is delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the tenth day immediately following the day on which such public
announcement is first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of Stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of Stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any Stockholder of the
Corporation who is a Stockholder of
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record both at the time of giving of notice provided for in this Section 2.04(b)
and at the time of the special meeting, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this Section 2.04(b).
In the event the Corporation calls a special meeting of Stockholders for the
purpose of electing one or more directors to the Board of Directors, any such
Stockholder may nominate a person or persons (as the case may be) for election
to such position as specified in the Corporation's notice of meeting, if the
Stockholder's notice containing the information required by paragraph (a)(2) of
this Section 2.04 shall have been delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the close of business on
the 120th day prior to such special meeting and not later than the close of
business on the later of the 90th day prior to such special meeting or the tenth
day following the day on which public announcement is first made of the date of
the special meeting and the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of a
postponement or adjournment of a special meeting to a later date or time
commence a new time period for the giving of a Stockholder's notice as described
above.
(c) General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 2.04 shall be eligible to serve as
directors, and only such business shall be conducted at a meeting of
Stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 2.04. The chairman of the meeting shall
have the power and duty to determine whether a nomination of any other business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Section 2.04 and, if any
proposed nomination or other business is not in compliance with this Section
2.04, to declare that such nomination or proposal shall be disregarded.
(2) For purposes of this Section 2.04, (a) the "date of
mailing of the notice" shall mean the date of the proxy statement for the
solicitation or proxies for election of directors and (b) "public announcement"
shall mean disclosure (i) in a press release either transmitted to the principal
securities exchange on which shares of the Corporation's common stock are traded
or reported by a recognized news service or (ii) in a document publicly filed by
the Corporation with the United States Securities and Exchange Commission.
(3) Notwithstanding the foregoing provisions of this Section
2.04, a Stockholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 2.04. Nothing in this Section
2.04 shall be deemed to affect any right of a Stockholder to requires inclusion
of a proposal in, nor the right of the Corporation to omit a proposal from, the
Corporation's proxy statement pursuant to Rule 14a-8 (or any successor
provision) under the Exchange Act.
Section 2.05 VOTING - IN GENERAL.
At every Stockholders' meeting each Stockholder shall be entitled to
one vote for each share, and a proportionate vote for each portion of a share,
of stock of the Corporation validly issued and outstanding and held by such
Stockholder, except that no shares held by the Corporation shall be entitled to
a vote. Except as otherwise specifically provided in the Corporation's Charter
or these By-Laws or as required by provisions of the United States Investment
Company Act of 1940, as amended from time to time, all matters shall be decided
by a vote of the majority of the votes validly cast. The vote upon any question
shall be by ballot whenever requested by any person entitled to vote, but,
unless such a request is made, voting may be conducted in any way approved by
the meeting. [MGCL, 2-507]
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Section 2.06 STOCKHOLDERS ENTITLED TO VOTE.
If, pursuant to Section 7.05 hereof, a record date has been fixed for
the determination of Stockholders entitled to notice of or to vote at any
Stockholders' meeting, each Stockholder of the Corporation shall be entitled to
vote, in person or by proxy, each share of stock standing in his name on the
books of the Corporation on such record date and outstanding at the time of the
meeting. If no record date has been fixed for the determination of Stockholders,
the record date for the determination of Stockholders entitled to notice of or
to vote at a meeting of Stockholders shall be at the close of business on the
day on which notice of the meeting is mailed or the day thirty (30) days before
the meeting, whichever is the closer date to the meeting, or, if notice is
waived by all Stockholders, at the close of business on the tenth (10th) day
next preceding the day on which the meeting is held. [MGCL, 2-511]
Section 2.07 VOTING - PROXIES.
The right to vote by proxy shall exist only if the instrument
authorizing such proxy to act shall have been executed in writing by the
Stockholder himself or by his attorney thereunto duly authorized in writing. No
proxy shall be voted on after eleven (11) months from its date unless it
provides for a longer period. Each proxy shall be in writing subscribed by the
Stockholder or his duly authorized attorney and shall be dated, but need not be
sealed, witnessed or acknowledged. Proxies shall be delivered to the Secretary
of the Corporation or person acting as Secretary of the meeting before being
voted. A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by one of them unless at or prior to exercise of such
proxy the Corporation receives a specific written notice to the contrary from
any one of them. A proxy purporting to be executed by or on behalf of a
Stockholder shall be deemed valid unless challenged at or prior to its exercise.
[MGCL, 2-507(b)]
Section 2.08 QUORUM.
The presence at any Stockholders' meeting, in person or by proxy, of
Stockholders entitled to cast 1/3 of the votes thereat shall be necessary and
sufficient to constitute a quorum for the transaction of business. [MGCL,
2-506(a)]
Section 2.09 ABSENCE OF QUORUM.
In the absence of a quorum, the holders of a majority of shares
entitled to vote at the meeting and present thereat in person or by proxy, or,
if no Stockholder entitled to vote is present thereat in person or by proxy, any
officer present thereat entitled to preside or act as Secretary of such meeting,
may adjourn the meeting SINE DIE or from time to time. Any business that might
have been transacted at the meeting originally called may be transacted at any
such adjourned meeting at which a quorum is present.
Section 2.10 STOCK LEDGER AND LIST OF STOCKHOLDERS.
It shall be the duty of the Secretary or Assistant Secretary of the
Corporation to cause an original or duplicate stock ledger to be maintained at
the office of the Corporation's transfer agent in New York. Such stock ledger
may be in written form or any other form capable of being converted into written
form within a reasonable time for visual inspection. Any one or more persons,
each of whom has been a Stockholder of record of the Corporation for more than
six (6) months next preceding such request, owning in the aggregate five (5%)
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percent or more of the outstanding stock of any class of the Corporation, may
submit (unless the Corporation at the time of the request maintains a duplicate
stock ledger at its principal office in Maryland) a written request to any
officer of the Corporation or its resident agent in Maryland for a list of the
Stockholders of the Corporation. Within twenty (20) days after such a request,
there shall be prepared and filed at the Corporation's principal office in
Maryland a list containing the names and addresses of all Stockholders of the
Corporation and the number of shares of each class held by each Stockholder,
certified as correct under oath by an officer of the Corporation, by its stock
transfer agent, or by its registrar. [MGCL, 2-209, 2-513]
Section 2.11 ACTION WITHOUT MEETING:
Any action to be taken by Stockholders may be taken without a meeting
if all Stockholders entitled to vote on the matter consent to the action in
writing and the written consents are filed with the records of the meetings of
Stockholders. Such consent shall be treated for all purposes as a vote at a
meeting. [MGCL, 2-505]
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 GENERAL POWERS.
(a) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, which may exercise all the powers
of the Corporation except those powers vested solely in the Stockholders of the
Corporation by statute, by the Corporation's Charter, or by these By-Laws.
[MGCL, 2-401]
(b) All acts done by any meeting of the Directors or by any person
acting as a Director, so long as his successor shall not have been duly elected
or appointed, shall, notwithstanding that it be afterwards discovered that there
was some defect in the election of the Directors or of such person acting as
aforesaid or that they or any of them were disqualified, be as valid as if the
Directors or such other person, as the case may be, had been duly elected and
were or was qualified to be Directors or a Director of the Corporation.
Section 3.02 NUMBER, ELECTION AND TERM OF DIRECTORS.
The number of Directors shall be fixed from time to time by resolution
of the Board of Directors adopted by a majority of the Directors then in office;
provided, however, that the number of Directors shall in no event be fewer than
three (3) nor more than fifteen (15).
The Directors shall be elected by a plurality of the stock voting at an
annual meeting of the Stockholders or special meeting in lieu thereof called for
that purpose, except as provided in Section 3.05 of this Article, and each
Director elected shall hold office until his successor shall have been elected
and shall have qualified, or until his death, or until he shall have resigned or
have been removed as provided in these By-Laws, or as otherwise provided by
statute or the Corporation's Charter. Any vacancy created by an increase in
Directors may be filled in accordance with Section 3.05 of this Article III. No
reduction in the number of Directors shall have the effect of removing any
Director from office prior to the expiration of his term unless the Director is
specifically removed pursuant to Section 3.04 of this Article III at the time of
the decrease. A Director need not be a stockholder of the Corporation, a citizen
of the United States or a resident of the State of Maryland.
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Section 3.03 RESIGNATION.
A Director of the Corporation may resign at any time by giving written
notice of his resignation to the Board of Directors or the Chairman of the Board
or to the President or the Secretary of the Corporation. Any resignation shall
take effect at the time specified in it or, should the time when it is to become
effective not be specified in it, immediately upon its receipt. Acceptance of a
resignation shall not be necessary to make it effective unless the resignation
states otherwise.
Section 3.04 REMOVAL OF DIRECTORS.
Any Director of the Corporation may be removed by the Stockholders with
or without cause by a vote of a majority of the votes entitled to be cast for
the election of Directors.
Section 3.05 VACANCIES:
Subject to the provisions of the Investment Company Act of 1940, any
vacancies in the Board of Directors, whether arising from death, resignation,
removal or any other cause except an increase in the number of Directors, shall
be filled by a vote of the majority of the Board of Directors then in office
even though that majority is less than a quorum, provided that no vacancy or
vacancies shall be filled by action of the remaining Directors if, after the
filling of the vacancy or vacancies, fewer than two-thirds of the Directors then
holding office shall have been elected by the Stockholders of the Corporation. A
majority of the entire Board may fill a vacancy that results from an increase in
the number of Directors. In the event that at any time a vacancy exists in any
office of a Director that may not be filled by the remaining Directors, a
special meeting of the Stockholders shall be held as promptly as possible and in
any event within sixty (60) days, for the purpose of filling the vacancy or
vacancies. Any Director appointed by the Board of Directors to fill a vacancy
shall hold office only until the next annual meeting of Stockholders of the
Corporation and until a successor has been elected and qualifies or until his
earlier resignation or removal. Any Director elected by the Stockholders to fill
a vacancy shall hold office for the balance of the term of the Director whose
death, resignation or removal occasioned the vacancy and until a successor has
been elected and qualifies or until his earlier resignation or removal.
Section 3.06 ANNUAL AND REGULAR MEETINGS:
The annual meeting of the Board of Directors for choosing officers and
transacting other proper business shall be held immediately after the annual
Stockholders' meeting at the place of such meeting. The Board of Directors from
time to time may provide by resolution for the holding of regular meetings and
fix their time and place (within or outside the State of Maryland). Notice of
such annual and regular meetings need not be given, provided that notice of any
change in the time or place of such meetings shall be sent promptly to each
Director not present at the meeting at which such change was made in the manner
provided for notice of special meetings. Members of the Board of Directors or
any committee designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar communications equipment
by means which all persons participating in the meeting can hear each other at
the same time and participation by such means shall constitute presence in
person at a meeting, provided that any such meeting is not for the purpose of
voting on an investment advisory agreement. [MGCL, 2-409]
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Section 3.07 SPECIAL MEETINGS:
Special meetings of the Board of Directors shall be held whenever
called by the Chairman of the Board, the President (or, in the absence or
disability of the President, by any Vice President), the Treasurer, or two or
more Directors, at the time and place (within or outside the State of Maryland)
specified in the respective notices or waivers of notice of such meetings.
Section 3.08 NOTICE:
Notice of special meetings, stating the time and place, shall be mailed
to each Director at his residence or regular place of business at least two (2)
days before the day on which a special meeting is to be held or caused to be
delivered to him personally or to be transmitted to him by telegraph, cable or
wireless at least one (1) day before the meeting. [MGCL, 2-409]
Section 3.09 WAIVER OF NOTICE:
No notice of any special meeting need be given to any Director who
attends such meeting in person or to any Director who waives notice of such
meeting in writing (which waiver shall be filed with the records of such
meeting), whether before or after the time of the meeting. [MGCL, 2-409(c)]
Section 3.10 QUORUM AND VOTING.
At all meetings of the Board of Directors the presence of one-third
(1/3) or more of the number of Directors then in office shall constitute a
quorum for the transaction of business, provided that there shall be present no
less than one-third of the total number of Directors fixed pursuant to Section
3.02 nor less than two (2) Directors. In the absence of a quorum, a majority of
the Directors present may adjourn the meeting, from time to time, until a quorum
shall be present. The action of a majority of the Directors present at a meeting
at which a quorum is present shall be the action of the Board of Directors
unless the concurrence of a greater proportion is required for such action by
law, by the Corporation's Charter or by these By-Laws. Notice of the time and
place of any adjourned meeting shall be given to the Directors who were not
present at the time of the adjournment and, unless the time and place were
announced at the meeting at which the adjournment was taken, to the other
Directors. At any adjourned meeting at which a quorum is present, any business
may be transacted that might have been transacted at the meeting as originally
called. [MGCL, 2-408]
Section 3.11 COMPENSATION.
Each Director shall be entitled to receive compensation, if any, as may
from time to time be fixed by the Board of Directors, including a fee for each
meeting of the Board or any committee thereof, regular or special, he attends.
Directors may also be reimbursed by the Corporation for all reasonable expenses
incurred in traveling to and from the place of a Board or committee meeting.
Section 3.12 ACTION WITHOUT A MEETING.
Any action required or permitted to be taken at any meeting of the
Board of Directors (except voting on an investment advisory agreement) or of any
committee thereof may be taken without a meeting if written consents thereto are
signed by all members of the Board or such committee and such written consents
are filed with the minutes of proceedings of the Board or such committee.
[MGCL, 2-408(c)]
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ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 4.01 HOW CONSTITUTED.
By resolution adopted by the Board of Directors, the Board may
designate one (1) or more committees including an Executive Committee, each
consisting of at least two (2) Directors. Each member of a committee shall be a
Director and shall hold office during the pleasure of the Board. The Chairman of
the Board, if any, and the President shall be members of the Executive
Committee. [MGCL, 2-411]
Section 4.02 POWERS OF THE EXECUTIVE COMMITTEE.
Unless otherwise provided by resolution of the Board of Directors, when
the Board of Directors is not in session the Executive Committee shall have and
may exercise all powers of the Board of Directors in the management of the
business and affairs of the Corporation that may lawfully be exercised by an
Executive Committee, except the power to declare dividends or distributions on
stock, to authorize the issuance of stock, or to recommend to Stockholders any
matter requiring Stockholders' approval, to amend the By-laws or to approve any
merger or share exchange which does not require Stockholder approval. [MGCL,
2-411]
Section 4.03 OTHER COMMITTEES OF THE BOARD OF DIRECTORS.
To the extent provided by resolution of the Board, other committees
shall have and may exercise any of the powers that may lawfully be granted to
the Executive Committee. [MGCL, 2-411]
Section 4.04 PROCEEDINGS, QUORUM AND MANNER OF ACTING.
In the absence of an appropriate resolution of the Board of Directors,
each committee may adopt such rules and regulations governing its proceedings,
quorum and manner of acting as it shall deem proper and desirable, provided that
the quorum shall not be less than two (2) Directors. In the absence of any
member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum may appoint a member of the Board of
Directors to act in the place of such absent member. [MGCL, 2-411]
ARTICLE V
OFFICERS
Section 5.01 GENERAL:
The officers of the Corporation shall be a President, an Executive Vice
President, a Secretary and a Treasurer, and may include one (1) or more Vice
Presidents, Assistant Secretaries or Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 5.11
hereof. The Board of Directors may elect, but shall not be required to elect, a
Chairman of the Board. [MGCL, 2-412]
Section 5.02 ELECTION, TERM OF OFFICE AND QUALIFICATIONS:
The officers of the Corporation (except those appointed pursuant to
Section 5.11 hereof) shall be chosen by the Board of Directors at its first
meeting or such subsequent meetings as shall be held prior to its first annual
meeting, and thereafter annually at its annual meeting. If any officers are not
chosen at any annual meeting, such officers may be chosen at any subsequent
regular or special meeting of the Board. Except as provided in Section 5.03,
5.04 and 5.05 hereof, each officer chosen by the Board of Directors shall hold
office until the next annual meeting of the Board of Directors and until his
successor shall have been elected and qualified.
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Any person may hold one or more offices of the Corporation except the offices of
President and Vice President; provided that a person who holds more than one
office in the Corporation may not act in more than one capacity to execute,
acknowledge or verify an instrument required by law to be executed, acknowledged
or verified by more than one officer. The Chairman of the Board and the
President shall be chosen from among the Directors of the Corporation and may
hold such offices only so long as they continue to be Directors. No other
officer need be a Director. [MGCL, 2-415]
Section 5.03 RESIGNATION.
Any officer may resign his office at any time by delivering a written
resignation to the Board of Directors, the Chairman of the Board, the President,
the Secretary, or any Assistant Secretary. Unless otherwise specified therein,
such resignation shall take effect upon delivery.
Section 5.04 REMOVAL.
Any officer may be removed from office, whenever in the Board's
judgment the best interest of the Corporation will be served thereby, by the
vote of a majority of the Board of Directors given at any regular meeting or any
special meeting called for such purposes. In addition, any officer or agent
appointed in accordance with the provisions of Section 5.11 hereof may be
removed, either with or without cause, by any officer upon whom such power of
removal shall have been conferred by the Board of Directors. [MGCL, 2.413(c)]
Section 5.05 VACANCIES AND NEWLY CREATED OFFICES.
If any vacancy shall occur in any office by reason of death,
resignation, removal, disqualification or other cause, or if any new office
shall be created, such vacancies or newly created offices may be filled by the
Board of Directors at any regular or special meeting or, in the case of any
office created pursuant to Section 5.11 hereof, by any officer upon whom such
power shall have been conferred by the Board of Directors. [MGCL, 2-413(d)]
Section 5.06 CHAIRMAN OF THE BOARD.
The Chairman of the Board, if there be such an officer, shall be the
senior officer of the Corporation, preside at all Stockholders' meetings and at
all meetings of the Board of Directors and shall be ex officio a member of all
committees of the Board of Directors. He shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors. [MGCL, 2-414]
Section 5.07 PRESIDENT.
The President shall be the chief executive officer of the Corporation
and, in the absence of the Chairman of the Board or if no Chairman of the Board
has been chosen, he shall preside at all Stockholders' meetings and at all
meetings of the Board of Directors and shall in general exercise the powers and
perform the duties of the Chairman of the Board. Subject to the supervision of
the Board of Directors, he shall have general charge of the business, affairs
and property of the Corporation and general supervision over its officers,
employees and agents. Except as the Board of Directors may otherwise order, he
may sign in the name and on behalf of the Corporation all deeds, bonds,
contracts or agreements. He shall exercise such other powers and perform such
other duties as from time to time may be assigned to him by the Board of
Directors. [MGCL, 2-414]
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Section 5.08 EXECUTIVE VICE PRESIDENT.
The Executive Vice President shall be the chief operational officer of
the Corporation and, subject to the direction and control of the Board of
Directors, shall be in charge of the day-to-day business of the Corporation. He
may assign such duties within the scope of his responsibility to such officers
and employees of the Corporation as he deems necessary. In the absence of the
President, the Executive Vice President shall perform the duties of the
President, and when so acting shall have all the powers of and be subject to all
the restrictions upon the President.
Section 5.09 VICE PRESIDENT.
The Board of Directors may from time to time, designate and elect one
or more Vice Presidents who shall have such powers and perform such duties as
from time to time may be assigned to them by the Board of Directors, the
President or the Executive Vice President. At the request or in the absence or
disability of the Executive Vice President, the Vice President (or, if there are
two or more Vice Presidents, then the senior of the Vice Presidents present and
able to act) may perform all the duties of the Executive Vice President and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the Executive Vice President. [MGCL, 2-414]
Section 5.10 TREASURER AND ASSISTANT TREASURERS.
The Treasurer shall be the principal financial and accounting officer
of the Corporation and shall have general charge of the finances and books of
account of the Corporation. Except as otherwise provided by the Board of
Directors, he shall have general supervision of the funds and property of the
Corporation and of the performance by the Custodian of its duties with respect
thereto. He shall render to the Board of Directors, whenever directed by the
Board, an account of the financial condition of the Corporation and of all his
transactions as Treasurer; and as soon as possible after the close of each
financial year he shall make and submit to the Board of Directors a like report
for such financial year. He shall cause to be prepared annually a full and
correct statement of the affairs of the Corporation, including a balance sheet
and a financial statement of operations for the preceding fiscal year, which
shall be submitted at the annual meeting of Stockholders and filed within twenty
(20) days thereafter at the principal office of the Corporation in the State of
Maryland. He shall perform all the acts incidental to the office of Treasurer,
subject to the control of the Board of Directors.
Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer or the Board of Directors may assign, and, in the absence of the
Treasurer, he may perform all the duties of the Treasurer. [MGCL, 2-414]
Section 5.11 SECRETARY AND ASSISTANT SECRETARIES.
The Secretary shall attend to the giving and serving of all notices of
the Corporation and shall record all proceedings of the meetings of the
Stockholders and Directors in a book to be kept for that purpose. He shall keep
in safe custody the seal of the Corporation, and shall have charge of the
records of the Corporation, including the stock books and such other books and
papers as the Board of Directors may direct and such books, reports,
certificates and other documents required by law to be kept, all of which shall
at all reasonable times be open to inspection by any Director. He shall perform
such other duties as appertain to his office or as may be required by the Board
of Directors.
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Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign, and, in the absence of the
Secretary, he may perform all the duties of the Secretary. [MGCL, 2-414]
Section 5.12 SUBORDINATE OFFICERS.
The Board of Directors from time to time may appoint such other
officers or agents as it may deem advisable, each of whom shall have such title,
hold office for such period, have such authority and perform such duties as the
Board of Directors may determine. The Board of Directors from time to time may
delegate to one or more officers or agents the power to appoint any such
subordinate officers or agents and to prescribe their respective rights, terms
of office, authorities and duties.
Section 5.13 REMUNERATION.
The salaries or other compensation of the officers of the Corporation
shall be fixed from time to time by resolution of the Board of Directors, except
that the Board of Directors may by resolution delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents appointed in accordance with the provisions of Section 5.11
hereof.
Section 5.14 SURETY BONDS.
The Board of Directors may require any officer or agent of the
Corporation to execute a bond (including, without limitation, any bond required
by the United States Investment Company Act of 1940, as amended, and the rules
and regulations of the Securities and Exchange Commission) to the Corporation in
such sum and with such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for the accounting of
any of the Corporation's property, funds or securities that may come into his
hands. [SEC Rule 17g-1]
ARTICLE VI
EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES
Section 6.01 GENERAL.
Subject to the provisions of Sections 5.07 hereof, all deeds,
documents, transfers, contracts, agreements and other instruments requiring
execution by the Corporation shall be signed by the President or a Vice
President and by the Treasurer or Secretary or an Assistant Treasurer or an
Assistant Secretary, or as the Board of Directors may otherwise, from time to
time, authorize. Any such authorization may be general or confined to specific
instances.
Section 6.02 CHECKS, NOTES, DRAFTS, ETC.
So long as the Corporation shall employ a Custodian to keep custody of
the cash and securities of the Corporation, all checks and drafts for the
payment of money by the Corporation may be signed in the name of the Corporation
by the Custodian. Except as otherwise authorized by the Board of Directors, all
requisitions or orders for the assignment of securities standing in the name of
the Custodian or its nominee, or for the execution of powers to transfer the
same, shall be signed in the name of the Corporation by the President or a Vice
President and by the Treasurer or an Assistant Treasurer. Promissory notes,
checks or drafts payable to the Corporation may be endorsed only to the order of
the Custodian or its nominee and only by the Treasurer or President or a Vice
President or by such other person or persons as shall be authorized by the Board
of Directors.
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Section 6.03 VOTING OF SECURITIES.
Unless otherwise ordered by the Board of Directors, the President or
any Vice President shall have full power and authority on behalf of the
Corporation to attend and to act and to vote, or in the name of the Corporation
to execute proxies to vote, at any meeting of Stockholders of any company in
which the Corporation may hold stock. At any such meeting such officer shall
possess and may exercise (in person or by proxy) any and all rights, powers and
privileges incident to the ownership of such stock. The Board of Directors may
by resolution from time to time confer like powers upon any other person or
persons. [MGCL, 2-509]
ARTICLE VII
CAPITAL STOCK
Section 7.01 CERTIFICATE OF STOCK.
(a) Certificates of stock of the Corporation shall be in the form
approved by the Board of Directors. Every holder of stock of the Corporation
shall be entitled to have a certificate, signed in the name of the Corporation
by the President or any Vice President and by the Treasurer or any Assistant
Treasurer or the Secretary or an Assistant Secretary, sealed with the seal of
the Corporation and certifying the number and kind of shares owned by him in the
Corporation; provided, however, that certificates for fractional shares will not
be delivered in any case. Such signatures and seal may be a facsimile and may be
mechanically reproduced thereon. The certificates containing such facsimiles
shall be valid for all intents and purposes. [MGCL, 2-210, 2-211, 2-212]
(b) In case any officer who shall have signed any such certificate, or
whose facsimile signature has been placed thereon, shall cease to be such an
officer (because of death, resignation or otherwise) before such certificate is
issued, such certificate may be issued and delivered by the Corporation with the
same effect as if he were such officer at the date of issue. [MGCL, 2-212(c)]
(c) The number of each certificate issued, the name of the person
owning the shares represented thereby, the number of such shares and the date of
issuance shall be entered upon the stock books of the Corporation at the time of
issuance.
(d) Every certificate returned to the Corporation shall be marked
"Cancelled" with the date of cancellation.
Section 7.02 TRANSFER OF CAPITAL STOCK.
(a) Transfers of shares of the stock of the Corporation shall be made
on the books of the Corporation by the holder of record thereof (in person or by
his attorney thereunto duly authorized by a power of attorney duly executed in
writing and filed with the Secretary of the Corporation) (i) if a certificate or
certificates have been issued, upon the surrender of the certificate or
certificates, properly endorsed or accompanied by proper instruments of
transfer, representing such shares, or (ii) as otherwise prescribed by the Board
of Directors.
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(b) The Corporation shall be entitled to treat the holder of record of
any share of stock as the absolute owner thereof for all purposes, including,
without limitation, the rights to receive dividends or other distributions and
to vote as the owner, and the Corporation shall not be bound to recognize any
legal, equitable or other claim or interest in such share on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise expressly provided by the statutes of the State of Maryland.
Section 7.03 TRANSFER AGENTS AND REGISTRARS.
The Board of Directors may, from time to time, appoint or remove
transfer agents and/or registrars of transfers of shares of stock of the
Corporation, and it may appoint the same person as both transfer agent and
registrar. Upon any such appointment being made all certificates representing
shares of capital stock thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars of transfers or by both and shall
not be valid unless so countersigned. If the same person shall be both transfer
agent and registrar, only one countersignature by such person shall be required.
Section 7.04 TRANSFER REGULATIONS.
The shares of stock of the Corporation may be freely transferred, and
the Board of Directors may, from time to time, adopt rules and regulations with
reference to the method of transfer of the shares of stock of the Corporation.
Section 7.05 FIXING OF RECORD DATE.
The Board of Directors may fix in advance a date as a record date for
the determination of the Stockholders entitled to notice of or to vote at any
meeting of Stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or to receive payment of any
dividend or other distribution or allotment of any rights, or to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, provided that such record date shall not be
a date more than ninety (90) nor less than ten (10) days prior to the date on
which the particular action requiring such determination of Stockholders is to
be taken. In such case only such Stockholders as shall be Stockholders of record
on the record date so fixed shall be entitled to such notice of, and to vote at,
such meeting or adjournment, or to give such consent, or to receive payment of
such dividend or other distribution, or to receive such allotment of rights, or
to exercise such rights, or to take such other action, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
any such record date. [MGCL, 2-511]
Section 7.06 LOST STOLEN OR DESTROYED CERTIFICATES.
Before issuing a new certificate for stock of the Corporation alleged
to have been lost, stolen or destroyed, the Board of Directors or any officer
authorized by the Board may, in its discretion, require the owner of the lost,
stolen or destroyed certificate (or his legal representative) to give the
Corporation a bond or other indemnity, in such form and in such amount as the
Board or any such officer may direct and with such surety or sureties as may be
satisfactory to the Board or any such officer, sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate. Anything herein to the contrary notwithstanding, the Board
of Directors, in its absolute discretion, may refuse to issue any such new
certificate, except pursuant to legal proceedings under the laws of the State of
Maryland. [MGCL, 2-213]
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ARTICLE VIII
DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS
Section 8.01 GENERAL.
The Board of Directors, in their absolute discretion, may prescribe and
shall set forth in a duly adopted vote of the Board such bases and times for
determining the per share net asset value of the outstanding shares of capital
stock of the Corporation or net income, or the declaration and payment of
dividends and distributions, as they may deem necessary or desirable.
ARTICLE 9.01
FISCAL YEAR, ACCOUNTANT
Section 9.01 FISCAL YEAR.
The fiscal year of the Corporation shall, unless otherwise ordered by
the Board of Directors, be twelve (12) calendar months beginning on the first
(1st) day of January in each year and ending on the last day of the following
December.
Section 9.02 ACCOUNTANT.
(a) The Corporation shall employ an independent public accountant or a
firm of independent public accountants as its Accountant to examine the accounts
of the Corporation and to sign and certify financial statements filed by the
Corporation. The Accountant's certificates and reports shall be addressed both
to the Board of Directors and to the Stockholders. The employment of the
Accountant shall be conditioned upon the right of the Corporation to terminate
the employment forthwith without any penalty by vote of a majority of the
outstanding voting securities at any Stockholders' meeting called for that
purpose.
(b) A majority of the members of the Board of Directors who are not
interested persons (as such term is defined in the Investment Company Act of
1940, as amended) of the Corporation shall select the Accountant at any meeting
held within thirty (30) days before or after the beginning of the fiscal year of
the Corporation or before the annual Stockholders' meeting in that year. Such
selection shall be submitted for ratification or rejection at the next
succeeding annual Stockholders' meeting. If such meeting shall reject such
selection, the Accountant shall be selected by majority vote of the
Corporation's outstanding voting securities, either at the meeting at which the
rejection occurred or at a subsequent meeting of Stockholders called for the
purpose. [Investment Company Act, 32(a)]
(c) Any vacancy occurring between annual meetings, due to the death or
resignation of the Accountant, may be filled by the Board of Directors.
[Investment Company Act, 32(a)]
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ARTICLE X
INDEMNIFICATION AND INSURANCE
Section 10.01 INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Subject to and to the fullest extent permitted by the Maryland General
Corporation Law and the Investment Company Act of 1940, as from time to time
amended, every person who is, or has been, a Director or officer of the
Corporation shall be indemnified by the Corporation to the fullest extent
permitted by law against liability and against all expenses reasonably incurred
or paid by him in connection with any claim, action, suit or proceeding in which
he becomes involved as party or otherwise by virtue of his being or having been
a Director or officer and against amounts paid or incurred by him in settlement
thereof. [MGCL, 2-418]
Section 10.02 INDEMNIFICATION OF EMPLOYEES AND AGENTS.
Employees and agents who are not officers or Directors of the
Corporation may be indemnified, and reasonable expenses may be advanced to such
employees or agents, in accordance with the procedures and to the extent
permissible under the Maryland General Corporation Law, the Securities Act of
1933, as amended, and the Investment Company Act of 1940 as those statutes are
now or hereafter in force, and to such further extent, consistent with the
foregoing, as may be provided by action of the Board of Directors or by
contract.
Section 10.03 INSURANCE OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS.
-----------------------------------------------------
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a Director, officer, employee or agent of the Corporation,
or while a Director, officer, employee or agent of the Corporation is or was
serving at the request of the Corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan against any liability asserted against and
incurred by such person in any such capacity or arising out of such person's
position [MGCL, 2-418(k)]
ARTICLE XI
CUSTODY OF SECURITIES
Section 11.01 EMPLOYMENT OF A CUSTODIAN.
The Corporation shall place and at all times maintain in the custody of
a Custodian (including any sub-custodian for the Custodian) all funds,
securities and similar investments owned by the Corporation. The Custodian (and
any sub-custodian) shall be an institution conforming to the requirements of
Section 17(f) of the Investment Company Act of 1940 and the rules of the
Securities and Exchange commission thereunder. The Custodian shall be appointed
from time to time by the Board of Directors, which shall fix its remuneration.
Section 11.02 TERMINATION OF CUSTODIAN AGREEMENT.
Upon termination of the Custodian Agreement or inability of the
Custodian to continue to serve, the Board of Directors shall promptly appoint a
successor Custodian, but in the event that no successor custodian can be found
who has the required qualifications and is willing to serve, the Board of
Directors shall call as promptly as possible a special meeting of the
Stockholders to determine whether the Corporation shall function without a
Custodian or shall be liquidated. If so directed by vote of the holders of a
majority of the outstanding shares of stock entitled to vote of the Corporation,
the Custodian shall deliver and pay over all property of the Corporation held by
it as specified in such vote.
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ARTICLE XII
MISCELLANEOUS
Section 12.01 POWERS OF THE CORPORATION.
All corporate powers and authority of the Corporation (except as at the
time otherwise provided by statute, by the Corporation's Charter or by these
By-Laws) shall be vested in and exercised by the Board of Directors. The
Corporation may enter into one or more contracts for exclusive or non-exclusive
advisory or management services with any partnership, corporation, trust,
association or other organization (such entity hereinafter referred to as the
"Investment Adviser"), every such contract to comply with any provisions
governing such a contract contained in the Investment Company Act of 1940 or any
rule or regulation thereunder, or exemptive order granted thereunder, all as
from time to time amended; and any such contract may contain such other terms as
the Stockholders or the Board of Directors may approve, including the granting
of authority to the adviser or manager to determine which securities shall be
purchased or sold by the Corporation and what portion of its assets shall be
held unvested, which authority shall include the power to make changes in the
Corporation's investments, subject always to the Corporation's stated investment
objectives, policies and restrictions as from time to time amended and to the
direction of the Board. The Board of Directors shall have authority to appoint
an underwriter or distributor or distributors or an agent or agents for the sale
of shares of common stock of the Corporation and to pay such underwriter,
distributor or distributors and agent or agents such compensation as the Board
of Directors shall deem appropriate, and to enter into such contract or
contracts with such underwriter, distributor or distributors and agent or agents
as the Board of Directors may in its discretion deem reasonable and proper. Any
such contract may be made with the Investment Adviser or any firm or corporation
in which any Director or Directors may be interested.
ARTICLE XIII
AMENDMENTS
Section 13.01 GENERAL.
Except as provided in Section 13.02 hereof, all By-Laws of the
Corporation, whether adopted by the Board of Directors, or the Stockholders,
shall be subject to amendment, alteration or repeal, and new By-Laws may be
made, by the affirmative vote of a majority of either:
(a) the holders of record of the outstanding shares of stock
of the Corporation entitled to vote, at any annual or special meeting the notice
or waiver of notice of which shall have specified or summarized the proposed
amendment, alteration, repeal or new By-Law; or
(b) the Directors, at any regular or special meeting the
notice or waiver of notice of which shall have specified or summarized the
proposed amendment, alteration, repeal or new By-Law. [MGCL, 2-109(b)]
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Section 13.02 BY STOCKHOLDERS ONLY.
(a) No amendment of any section of these By-Laws shall be made
except by the Stockholders of the Corporation if the By-Laws provide that such
section may not be amended, altered or repealed except by the Stockholders.
(b) From and after the issue of any shares of the capital
stock of the Corporation, no amendment of this Article XIII shall be made except
by the Stockholders of the Corporation.
37