EXHIBIT 2
AMENDED AND RESTATED BYLAWS
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OF
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THE INDONESIA FUND, INC.
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BYLAW-ONE: NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.
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ARTICLE 1.1. NAME. The name of the Company is The Indonesia Fund, Inc.
ARTICLE 1.2. PRINCIPAL OFFICES. The principal office of the Company in
the State of Maryland shall be located in Baltimore, Maryland. The Company
may, in addition, establish and maintain such other offices and places of
business within or outside the State of Maryland as the Board of Directors
may from time to time determine.
ARTICLE 1.3. SEAL. The corporate seal of the Company shall be circular
in form and shall bear the name of the Company, the year of its incorporation
and the words "Corporate Seal, 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 Company shall have authority to
affix the corporate seal of the Company to any document requiring the same.
BYLAW-TWO: STOCKHOLDERS.
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ARTICLE 2.1. PLACE OF MEETINGS. All meetings of the Stockholders shall
be held at such place within the United States, whether within or outside the
State of Maryland, as the
Board of Directors shall determine, which shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.
ARTICLE 2.2. ANNUAL MEETING. Commencing in 1991, the annual meeting of
the Stockholders of the Company shall be held at such place as the Board of
Directors shall select on such date, during the 31-day period ending four
months after the end of the Company's fiscal year, as may be fixed by the
Board of Directors each year, at which time the Stockholders shall elect
Directors by a plurality of votes cast, and transact such other business as
may properly come before the meeting. Any business of the Company may be
transacted at the annual meeting without being specially designated in the
notice except as otherwise provided by statute, by the Articles of
Incorporation or by these Bylaws.
ARTICLE 2.3. SPECIAL MEETINGS. Special meetings of the Stockholders for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by resolution of the Board of
Directors or by the President, and shall be called by the Secretary at the
request of a majority of the Board of Directors or at the request, in
writing, of Stockholders holding at least a majority of the votes entitled to
be cast at the meeting upon payment by such Stockholders to the Company of
the reasonably estimated cost of preparing and mailing a notice of the
meeting (which estimated cost shall be provided to such Stockholders by the
Secretary of
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the Company). A written request shall state the purpose or purposes of the
proposed meeting and the matters proposed to be acted upon at it. At any
special meeting of the Stockholders, only such business shall be conducted as
shall be properly brought before the meeting and has been indicated in the
notice of meeting given in accordance with Article 2.4 of these Bylaws. The
chairman of the special meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting or is not a proper subject for the meeting; any such business shall
not be considered or transacted.
ARTICLE 2.4. NOTICE. Written notice of every meeting of Stockholders,
stating the purpose or purposes for which the meeting is called, the time
when and the place where it is to be held, shall be served, either personally
or by mail, not less than ten nor more than ninety days before the meeting,
upon each Stockholder as of the record date fixed for the meeting who is
entitled to notice of or to vote at such meeting. If mailed (i) such notice
shall be directed to a Stockholder at his address as it shall appear on the
books of the Company (unless he shall have filed with the Transfer Agent of
the Company a written request that notices intended for him be mailed to some
other address, in which case it shall be mailed to the address designated in
such request) and (ii) such notice shall be deemed to have been given
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as of the date when it is deposited in the United States mail with
first-class postage thereon prepaid.
ARTICLE 2.5. NOTICE OF STOCKHOLDER BUSINESS AT ANNUAL MEETINGS.
(a) At any annual meeting of the Stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, the business must (i) be specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise be properly brought
before the meeting by or at the direction of the Board of Directors, or (iii)
otherwise (x) be properly brought before the meeting by a Stockholder who is
entitled to vote at the meeting, who complies with the notice procedures set
forth in this Article 2.5 and who is a Stockholder of record at the time such
notice is delivered to the Secretary of the Company, and (y) constitute a
proper subject to be brought before the meeting.
(b) For business to be properly brought before an annual meeting by a
Stockholder, the Stockholder must have given timely notice thereof in writing
to the Secretary of the Company. To be timely, such notice must be delivered
to or mailed and received at the principal executive offices of the Company
not later than 45 days before the date in the then current year corresponding
to the date on which the Company first mailed its notice and proxy materials
for the annual meeting held in the
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prior year; PROVIDED, HOWEVER, that in the event that the date of the annual
meeting is advanced or delayed by more than 30 days from the first
anniversary of the preceding year's annual meeting, notice by such
Stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which notice or public
announcement of the date of such meeting was given or made. In no event shall
the public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a Stockholder's notice as described above.
(c) Any such notice by a Stockholder shall set forth as to each matter
the Stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (ii) the
name and address, as they appear on the Company's books, of the Stockholder
proposing such business, (iii) the class and number of shares of the capital
stock of the Company which are beneficially owned by the Stockholder, (iv) a
representation that the Stockholder is a holder of record of shares of the
Company entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to present such business, (v) whether the Stockholder
intends or is part of a group which intends to solicit proxies from other
Stockholders in support of such business, and (vi) any material interest of
the Stockholder in such business.
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(d) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance with
the procedures set forth in this Article 2.5. The chairman of the annual
meeting shall, if the facts warrant, determine and declare to the meeting
that (i) the business proposed to be brought before the meeting is not a
proper subject thereof and/or (ii) such business was not properly brought
before the meeting in accordance with the provisions of this Article 2.5, and
if he should so determine, he shall so declare to the meeting that any such
business shall not be considered or transacted.
(e) For purpose of Articles 2.5 and 3.3 of these Bylaws, "public
announcement" shall mean disclosure in a press release reported by the Dow
Jones News Service, Bloomberg or comparable news service or in a document
publicly filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 or the Investment Company Act
of 1940, as amended.
ARTICLE 2.6. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
statute, by the Articles of Incorporation or by these Bylaws. If a quorum
shall not be present or represented, the Stockholders entitled to vote
thereat, present in person or represented by proxy, shall have the power
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to adjourn the meeting from time to time, without notice other than
announcement at the meeting, to a date not more than 120 days after the
original record date, until a quorum shall be present or represented. At such
adjourned meeting, at which a quorum shall be present or represented, any
business which might have been transacted at the original meeting may be
transacted.
ARTICLE 2.7. VOTE OF THE MEETING. When a quorum is present or
represented at any meeting, the vote of the holders of a majority of the
votes cast shall decide any question brought before such meeting (except with
respect to election of directors which shall be by a plurality of votes
cast), unless the question is one upon which, by express provisions of
applicable statutes, of the Articles of Incorporation or of these Bylaws, a
different vote is required, in which case such express provisions shall
govern and control the decision of such question.
ARTICLE 2.8. VOTING RIGHTS OF STOCKHOLDERS. Each Stockholder of record
having the right to vote shall be entitled at every meeting of the
Stockholders of the Company to one vote for each share of stock having voting
power standing in the name of such Stockholder on the books of the Company on
the record date fixed in accordance with Article 6.5 of these Bylaws, with
pro rata voting rights for any fractional shares, and such votes may be cast
either in person or by written proxy.
ARTICLE 2.9. ORGANIZATION. At every meeting of the Stockholders, the
Chairman of the Board, or in his absence or
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inability to act, the President or a Vice President of the Company, shall act
as chairman of the meeting. The Secretary, or in his absence or inability to
act, a person appointed by the chairman of the meeting, shall act as
secretary of the meeting and keep the minutes of the meeting.
The Board of Directors of the Company shall be entitled to make such
rules or regulations for the conduct of meetings of Stockholders as it shall
deem necessary or appropriate. Subject to such rules and regulations of the
Board of Directors, if any, the chairman of the meeting shall have the right
and authority to prescribe such rules, regulations and procedures and to do
all such acts as, in the judgment of such chairman, are necessary or
appropriate for the proper conduct of the meeting, including, without
limitation, establishing an order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of those
present, limitations on participation in such meeting to Stockholders of
record of the Company and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, limitations on the time
allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting and matters which are to be
voted on by ballot.
ARTICLE 2.10. PROXIES. Every proxy must be executed in writing by the
Stockholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after the expiration of
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eleven months from the date of its execution unless it shall have specified
therein its duration. Every proxy shall be revocable at the pleasure of the
person executing it or of his personal representatives or assigns. Proxies
shall be delivered prior to the meeting to the Secretary of the Company or to
the 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
Company 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.
ARTICLE 2.11. STOCK LEDGER AND LIST OF STOCKHOLDERS. It shall be the
duty of the Secretary or Assistant Secretary of the Company to cause an
original or duplicate stock ledger to be maintained at the office of the
Company's Transfer Agent.
ARTICLE 2.12. ACTION WITHOUT MEETING. Any action to be taken by
Stockholders may be taken without a meeting if (1) all Stockholders entitled
to vote on the matter consent to the action in writing, (2) all Stockholders
entitled to notice of the meeting but not entitled to vote at it sign a
written waiver of any right to dissent and (3) said consents and waivers are
filed with the records of the meetings of Stockholders. Such consent shall be
treated for all purposes as a vote at a meeting.
BYLAW-THREE: BOARD OF DIRECTORS.
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ARTICLE 3.1. GENERAL POWERS. Except as otherwise provided in the
Articles of Incorporation, the business and affairs of the Company shall be
managed under the direction of the Board of Directors. All powers of the
Company may be exercised by or under authority of the Board of Directors
except as conferred on or reserved to the Stockholders by law, by the
Articles of Incorporation or by these Bylaws.
ARTICLE 3.2. BOARD OF THREE TO NINE DIRECTORS. The Board of Directors
shall consist of not less than three (3) nor more than nine (9) Directors;
PROVIDED that if there are less than three stockholders, the number of
Directors may be less than three but not less than the number of stockholders
or one, if less. Directors need not be Stockholders. The majority of the
entire Board of Directors shall have power from time to time to increase or
decrease the number of Directors. If the number of Directors is increased,
the additional Directors may be elected by a majority of the Directors in
office at the time of the increase. If such additional Directors are not so
elected by the Directors in office at the time they increase the number of
places on the Board, or if the additional Directors are elected by the
existing Directors prior to the first meeting of the Stockholders of the
Company, then in either of such events the additional Directors shall be
elected or reelected by the Stockholders at their next annual meeting or at
an earlier special meeting called for that purpose.
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Beginning with the first annual meeting of Stockholders held after the
initial public offering of the shares of the Company (the "initial annual
meeting"), the Board of Directors shall be divided into three classes: Class
I, Class II and Class III. The terms of office of the classes of Directors
elected at the initial annual meeting shall expire at the times of the annual
meetings of the Stockholders as follows: Class I on the next annual meeting,
Class II on the second next annual meeting and Class III on the third next
annual meeting, or thereafter in each case when their respective successors
are elected and qualified. At each subsequent annual election, the Directors
chosen to succeed those whose terms are expiring shall be identified as being
of the same class as the Directors whom they succeed, and shall be elected
for a term expiring at the time of the third succeeding annual meeting of
Stockholders, or thereafter in each case when their respective successors are
elected and qualified. The number of directorships shall be apportioned among
the classes so as to maintain the classes as nearly equal in number as
possible.
ARTICLE 3.3. DIRECTOR NOMINATIONS.
(a) Only persons who are nominated in accordance with the procedures set
forth in this Article 3.3 shall be eligible for election or re-election as
Directors. Nominations of persons for election or re-election to the Board of
Directors of the Company may be made at an annual meeting of Stockholders or
at a special meeting of Stockholders as to which the Company's notice of the
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meeting provides for election of directors, by or at the direction of the
Board of Directors or by any Stockholder of the Company who is entitled to
vote for the election of such nominee at the meeting, who complies with the
notice procedures set forth in this Article 3.3 and who is a Stockholder of
record at the time such notice is delivered to the Secretary of the Company.
(b) Such nominations, other than those made by or at the direction of
the Board of Directors, shall be made pursuant to timely notice delivered in
writing to the Secretary of the Company. To be timely, (i) any notice of
nomination(s) by a Stockholder given in connection with an annual meeting
must be delivered to or mailed and received at the principal executive
offices of the Company not later than 45 days before the date in the then
current year corresponding to the date on which the Company first mailed its
notice and proxy materials for the annual meeting held in the prior year;
PROVIDED, HOWEVER, that in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the first anniversary of the
preceding year's annual meeting, notice by such Stockholder to be timely must
be so received not later than the close of business on the 10th day following
the day on which notice or public announcement of the date of such meeting
was given or made, and (ii) any notice of nomination(s) given in connection
with a special meeting as to which the Company's notice of the meeting
provides for election of directors must be delivered to or mailed
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and received at the principal executive offices of the Company not later than
60 days prior to the date of the meeting; PROVIDED, HOWEVER, that if less
than 70 days' notice or prior public disclosure of the date of such special
meeting is given or made to Stockholders, any such notice by a Stockholder to
be timely must be so received not later than the close of business on the
10th day following the day on which notice of the date of such special
meeting was given or such public disclosure was made. In no event shall the
public announcement of an adjournment of a meeting commence a new time period
for the giving of a Stockholder's notice of nomination(s) as described above.
(c) Any such notice by a Stockholder shall set forth (i) as to each
person whom the Stockholder proposes to nominate for election or re-election
as a Director, (A) the name, age, business address and residence address of
such person, (B) the principal occupation or employment of such person, (C)
the class and number of shares of the capital stock of the Company which are
beneficially owned by such person and (D) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
the election of Directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934 or any successor regulation thereto (including without
limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected and whether any
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person intends to seek reimbursement from the Company of the expenses of any
solicitation of proxies should such person be elected a Director of the
Company); and (ii) as to the Stockholder giving the notice (A) the name and
address, as they appear on the Company's books, of such Stockholder, (B) the
class and number of shares of the capital stock of the Company which are
beneficially owned by such Stockholder, (C) a representation that the
Stockholder is a holder of record of shares of the Company entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
present such nomination(s) and (D) whether the Stockholder intends or is part
of a group which intends to solicit proxies from other Stockholders in
support of such nomination(s). At the request of the Board of Directors any
person nominated by the Board of Directors for election as a Director shall
furnish to the Secretary of the Company that information required to be set
forth in a Stockholder's notice of nomination which pertains to the nominee.
(d) If a notice by a Stockholder is required to be given pursuant to
this Article 3.3, no person shall be entitled to receive reimbursement from
the Company of the expenses of a solicitation of proxies for the election as
a Director of a person named in such notice unless such notice states that
such reimbursement will be sought from the Company and the Board of Directors
approves such reimbursement. The chairman of the meeting shall, if the facts
warrant, determine and declare to the
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meeting that a nomination was not made in accordance with the procedures
prescribed by the Bylaws, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded for all
purposes.
ARTICLE 3.4. VACANCIES. Subject to the provisions of the Investment
Company Act of 1940, as amended, if the office of any Director or Directors
becomes vacant for any reason (other than an increase in the number of
Directors as provided for in Article 3.2), the Directors in office, although
less than a quorum, shall continue to act and may choose a successor or
successors, who shall hold office until the next annual meeting of
Stockholders and until his successor is elected and qualifies, or any vacancy
may be filled by the Stockholders at any meeting thereof.
ARTICLE 3.5. REMOVAL. At any meeting of Stockholders duly called and at
which a quorum is present, the Stockholders may, by the affirmative vote of
the holders of at least three-fourths of the votes entitled to be cast
thereon, remove any Director or Directors from office, with or without cause,
and may elect a successor or successors to fill any resulting vacancies for
the unexpired term of the removed Director.
ARTICLE 3.6. RESIGNATION. A Director may resign at any time by giving
written notice of his resignation to the Board of Directors or the Chairman
of the Board or the Secretary of the Company. Any resignation shall take
effect at the time specified in it or, should the time when it is to become
effective not be
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specified in it, immediately upon its receipt. Acceptance of a resignation
shall not be necessary to make it effective unless the resignation states
otherwise.
ARTICLE 3.7. PLACE OF MEETINGS. The Directors may hold their meetings at
the principal office of the Company or at such other places, either within or
outside the State of Maryland, as they may from time to time determine.
ARTICLE 3.8. REGULAR MEETINGS. Regular meetings of the Board may be held
at such date and time as shall from time to time be determined by the Board.
ARTICLE 3.9. SPECIAL MEETINGS. Special meetings of the Board may be
called by order of the Chairman of the Board on one day's notice given to
each Director either in person or by mail, telephone, telegram, cable or
wireless to each Director at his residence or regular place of business.
Special meetings will be called by the Chairman of the Board or the Secretary
in a like manner on the written request of a majority of the Directors.
ARTICLE 3.10. QUORUM. At all meetings of the Board, the presence of
one-third of the entire Board of Directors (but not less than two Directors
unless the Board of Directors shall consist of only one Director in which
event that one Director shall constitute a quorum) shall be necessary to
constitute a quorum and sufficient for the transaction of business, and any
act of a majority present at a meeting at which there is a quorum shall be
the act of the Board of Directors, except as may be
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specifically provided by statute, by the Articles of Incorporation or by
these Bylaws. If a quorum shall not be present at any meeting of Directors,
the Directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present.
ARTICLE 3.11. ORGANIZATION. The Board of Directors shall designate one
of its members to serve as Chairman of the Board. The Chairman of the Board
shall preside at each meeting of the Board. In the absence or inability of
the Chairman of the Board to act, another Director chosen by a majority of
the Directors present shall act as chairman of the meeting and preside at the
meeting. The Secretary (or, in his absence or inability to act, any person
appointed by the chairman) shall act as secretary of the meeting and keep the
minutes of the meeting.
ARTICLE 3.12. INFORMAL ACTION BY DIRECTORS AND COMMITTEES. Any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may, except as otherwise required by statute, 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 filed
with the minutes of the proceedings of the Board or committee. Subject to the
Investment Company Act of 1940, as amended, members of the Board of Directors
or a committee thereof may participate in a meeting by means of a conference
telephone or similar
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communications equipment if all persons participating in the meeting can hear
each other at the same time.
ARTICLE 3.13. EXECUTIVE COMMITTEE. There may be an Executive Committee
of two or more Directors appointed by the Board who may meet at stated times
or on notice to all by any of their own number. The Executive Committee shall
consult with and advise the Officers of the Company in the management of its
business and exercise such powers of the Board of Directors as may be
lawfully delegated by the Board of Directors. Vacancies shall be filled by
the Board of Directors at any regular or special meeting. The Executive
Committee shall keep regular minutes of its proceedings and report the same
to the Board when required.
ARTICLE 3.14. AUDIT COMMITTEE. There shall be an Audit Committee of two
or more Directors who are not "interested persons" of the Company (as defined
in the Investment Company Act of 1940, as amended) appointed by the Board who
may meet at stated times or on notice to all by any of their own number. The
Committee's duties shall include reviewing both the audit and other work of
the Company's independent accountants, recommending to the Board of Directors
the independent accountants to be retained, and reviewing generally the
maintenance and safekeeping of the Company's records and documents.
ARTICLE 3.15. OTHER COMMITTEES. The Board of Directors may appoint other
committees composed of one or more members which shall in each case consist
of such number of members and shall
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have and may exercise, to the extent permitted by law, such powers as the
Board may determine in the resolution appointing them. A majority of all
members of any such committee may determine its action, and fix the time and
place of its meetings, unless the Board of Directors shall otherwise provide.
The Board of Directors shall have power at any time to change the members
and, to the extent permitted by law, to change the powers of any such
committee, to fill vacancies and to discharge any such committee.
ARTICLE 3.16. COMPENSATION OF DIRECTORS. The Board may, by resolution,
determine what compensation and reimbursement of expenses of attendance at
meetings, if any, shall be paid to Directors in connection with their service
on the Board. Nothing herein contained shall be construed to preclude any
Director from serving the Company in any other capacity or from receiving
compensation therefor.
BYLAW-FOUR: OFFICERS.
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ARTICLE 4.1. OFFICERS. The Officers of the Company shall be fixed by the
Board of Directors and shall include a President, Vice President, Secretary
and Treasurer. Any two offices may be held by the same person except the
offices of President and Vice President. A person who holds more than one
office in the Company 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.
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ARTICLE 4.2. APPOINTMENT OF OFFICERS. The Directors shall appoint the
Officers, who need not be members of the Board.
ARTICLE 4.3. ADDITIONAL OFFICERS. The Board may appoint such other
Officers and agents as it shall deem necessary who shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.
ARTICLE 4.4. SALARIES OF OFFICERS. The salaries of all Officers of the
Company shall be fixed by the Board of Directors.
ARTICLE 4.5. TERM, REMOVAL, VACANCIES. The Officers of the Company shall
serve at the pleasure of the Board of Directors and hold office for one year
and until their successors are chosen and qualify in their stead. Any Officer
elected or appointed by the Board of Directors may be removed at any time by
the affirmative vote of a majority of the Directors. If the office of any
Officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.
ARTICLE 4.6. PRESIDENT. The President shall be the chief executive
officer of the Company, shall, subject to the supervision of the Board of
Directors, have general responsibility for the management of the business of
the Company and shall see that all orders and resolutions of the Board are
carried into effect.
ARTICLE 4.7. VICE PRESIDENT. Any Vice President shall, in the absence or
disability of the President, perform the duties and
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exercise the powers of the President and shall perform such other duties as
the Board of Directors shall prescribe.
ARTICLE 4.8. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Company and shall
deposit all moneys and other valuable effects in the name and to the credit
of the Company in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Company as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board and Directors at the regular meetings of the Board,
or whenever they may require it, an account of the financial condition of the
Company.
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, may perform all the duties of the Treasurer.
ARTICLE 4.9. SECRETARY. The Secretary shall attend meetings of the Board
and meetings of the Stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose, and shall perform like
duties for the Executive Committee of the Board when required. He shall give
or cause to be given notice of all meetings of Stockholders and special
meetings of the Board of Directors and shall perform such other duties as may
be prescribed by the Board of Directors. He shall keep in safe
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custody the seal of the Company and affix it to any instrument when
authorized by the Board of Directors.
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, may perform all the duties of the Secretary.
ARTICLE 4.10. 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 serve at the pleasure of the Board of Directors and 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.
ARTICLE 4.11. SURETY BONDS. The Board of Directors may require any
officer or agent of the Company to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940, as
amended, and the rules and regulations of the Securities and Exchange
Commission) to the Company 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 Company, including responsibility for
negligence and for the accounting of any of the Company's property, funds or
securities that may come into his hands.
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BYLAW-FIVE: GENERAL PROVISIONS.
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ARTICLE 5.1. WAIVER OF NOTICE. Whenever the Stockholders or the Board of
Directors are authorized by statute, the provisions of the Articles of
Incorporation or these Bylaws to take any action at any meeting after notice,
such notice may be waived, in writing, before or after the holding of the
meeting, by the person or persons entitled to such notice, or, in the case of
a Stockholder, by his duly authorized attorney-in-fact. Such notice is also
waived if the person entitled to the notice is present at the meeting in
person, or, in the case of a stockholder, by proxy.
ARTICLE 5.2. INDEMNITY.
(a) The Company shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the Maryland General
Corporation Law. The Company shall indemnify its officers to the same extent
as its directors and to such further extent as is consistent with law. The
Company shall indemnify its directors and officers who while serving as
directors or officers also serve at the request of the Company as a director,
officer, partner, trustee, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan to the fullest extent consistent with law. The indemnification
and other rights provided by this Article shall continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person. This Article shall
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not protect any such person against any liability to the Company or any
Stockholder thereof to which such person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office ("disabling conduct").
(b) Any current or former director or officer of the Company seeking
indemnification within the scope of this Article shall be entitled to
advances from the Company for payment of the reasonable expenses incurred by
him in connection with the matter as to which he is seeking indemnification
in the manner and to the fullest extent permissible under the Maryland
General Corporation Law. The person seeking indemnification shall provide to
the Company a written affirmation of his good faith belief that the standard
of conduct necessary for indemnification by the Company has been met and a
written undertaking to repay any such advance if it should ultimately be
determined that the standard of conduct has not been met. In addition, at
least one of the following conditions shall be met: (i) the person seeking
indemnification shall provide security in form and amount acceptable to the
Company for his undertaking; (ii) the Company is insured against losses
arising by reason of the advance; or (iii) a majority of a quorum of
directors of the Company who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor
parties to the proceeding ("disinterested non-party directors"), or
independent legal
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counsel, in a written opinion, shall have determined, based on a review of
facts readily available to the Company at the time the advance is proposed to
be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to indemnification.
(c) At the request of any person claiming indemnification under this
Article, the Board of Directors shall determine, or cause to be determined,
in a manner consistent with the Maryland General Corporation Law, whether the
standards required by this Article have been met. Indemnification shall be
made only following: (i) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be indemnified
was not liable by reason or disabling conduct or (ii) in the absence of such
a decision, a reasonable determination, based upon a review of the facts,
that the person to be indemnified was not liable by reason of disabling
conduct by (a) the vote of a majority of a quorum of disinterested non-party
directors or (b) an independent legal counsel in a written opinion.
(d) Employees and agents who are not officers or directors of the
Company may be indemnified, and reasonable expenses may be advanced to such
employees or agents, as may be provided by action of the Board of Directors
or by contract, subject to any limitations imposed by the Investment Company
Act of 1940.
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(e) The Board of Directors may make further provision consistent with
law for indemnification and advance of expenses to directors, officers,
employees and agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other
agreement or resolution of stockholders or disinterested directors or
otherwise.
(f) References in this Article are to the Maryland General Corporation
Law and to the Investment Company Act of 1940 as from time to time amended.
No amendment of these Bylaws shall affect any right of any person under this
Article based on any event, omission or proceeding prior to the amendment.
ARTICLE 5.3. INSURANCE. The Company may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent
of the Company or who, while a director, officer, employee or agent of the
Company, is or was serving at the request of the Company as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
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;
PROVIDED that no insurance may be purchased by the Company on behalf of any
person
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against any liability to the Company or to its Stockholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
ARTICLE 5.4. CHECKS. All checks or demands for money and notes of the
Company shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
ARTICLE 5.5. FISCAL YEAR. The fiscal year of the Company shall be
determined by resolution of the Board of Directors.
BYLAW-SIX: CERTIFICATES OF STOCK.
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ARTICLE 6.1. CERTIFICATES OF STOCK. The interest of each Stockholder of
the Company shall be evidenced by certificates for shares of stock in such
form as the Board of Directors may from time to time prescribe. The
certificates shall be numbered and entered in the books of the Company as
they are issued. They shall exhibit the holder's name and the number of whole
shares and no certificate shall be valid unless it has been signed by the
President, a Vice President or the Chairman of the Board of Directors and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary and bears the corporate seal. Any or all of the signatures or the
seal on the certificate may be a facsimile, engraved or printed. In case any
of the officers of the Company whose manual or facsimile signature appears on
any stock certificate delivered to a Transfer Agent of the Company
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shall cease to be such Officer prior to the issuance of such certificate, the
Transfer Agent may nevertheless countersign and deliver such certificate as
though the person signing the same or whose facsimile signature appears
thereon had not ceased to be such officer, unless written instructions of the
Company to the contrary are delivered to the Transfer Agent.
ARTICLE 6.2. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors, or the President together with the Treasurer or Secretary, may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Company, alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed, or by his legal
representative. When authorizing such issue of a new certificate, the Board
of Directors, or the President and Treasurer or Secretary, may, in its or
their discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it or they shall
require and/or give the Company a bond in such sum and with such surety or
sureties as it or they may direct as indemnity against any claim that may be
made against the Company with respect to the certificate alleged to have been
lost, stolen or destroyed for such newly issued certificate.
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ARTICLE 6.3. TRANSFER OF STOCK. Shares of the Company shall be
transferable on the books of the Company by the holder thereof in person or
by his duly authorized attorney or legal representative upon surrender and
cancellation of a certificate or certificates for the same number of shares
of the same class, duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, with such proof of the
authenticity of the signature as the Company or its agents may reasonably
require. The shares of stock of the Company 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
Company.
ARTICLE 6.4. REGISTERED HOLDER. The Company shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person whether or not it shall have express or other notice thereof, except
as expressly provided by statute.
ARTICLE 6.5. RECORD DATE. The Board of Directors may fix a time not less
than 10 nor more than 90 days prior to the date of any meeting of
Stockholders or prior to the last day on which the consent or dissent of
Stockholders may be effectively expressed for any purpose without a meeting,
as the time as of which Stockholders entitled to notice of, and to vote at,
such a meeting
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or whose consent or dissent is required or may be expressed for any purpose,
as the case may be, shall be determined; and all such persons who were
holders of record of voting stock at such time and no other shall be entitled
to notice of, and to vote at, such meeting or to express their consent or
dissent, as the case may be. If no record date has been fixed, the record
date for the determination of Stockholders entitled to notice of, or to vote
at, a meeting of Stockholders shall be the later of the close of business on
the day on which notice of the meeting is mailed or the thirtieth day before
the meeting, or, if notice is waived by all Stockholders, at the close of
business on the tenth day next preceding the day on which the meeting is
held. The Board of Directors may also fix a time not exceeding 90 days
preceding the date fixed for the payment of any dividend or the making of any
distribution, or for the delivery of evidences of rights, or evidences of
interests arising out of any change, conversion or exchange of capital stock,
as a record time for the determination of the Stockholder entitled to receive
any such dividend, distribution, rights or interests.
ARTICLE 6.6. STOCK LEDGERS. The stock ledgers of the Company, containing
the names and addresses of the Stockholders and the number of shares held by
them respectively, shall be kept at the principal offices of the Company or
at the offices of the Transfer Agent of the Company or at such other location
as may be authorized by the Board of Directors from time to time.
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ARTICLE 6.7. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
from time to time appoint or remove Transfer Agents and/or Registrars of
transfers (if any) of shares of stock of the Company, 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 (if any), or by both if such Transfer Agents or
Registrars are not the same person, and shall not be valid unless the
certificates are so countersigned. If the same person shall be both Transfer
Agent and Registrar, only one countersignature by such person shall be
required.
BYLAW-SEVEN: AMENDMENTS.
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ARTICLE 7.1. GENERAL. The Board of Directors, by affirmative vote of a
majority thereof, shall have the exclusive right to make, amend, alter and
repeal the Bylaws of the Company, 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 Bylaw, except as otherwise
required by the Investment Company Act of 1940, as amended.
Dated: November 9, 1999
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