Exhibit 2
AMENDED AND RESTATED BYLAWS
TRAVELERS SERIES FUNDS INC.
ARTICLE I
OFFICES
The principal office of the Travelers Series Fund Inc. (the "Corporation")
shall be in the City of Baltimore, State of Maryland.
The principal executive office of the Corporation shall be at 7 World Trade
Center, City of New York, State of New York.
The Corporation may have such other offices in such places as the Board of
Directors may from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. The Corporation is not required to hold an
annual meeting of stockholders in any year in which the election of directors is
not required to be acted on under the Investment Company Act of 1940, as amended
(the "1940 Act"). If the Corporation is required to hold an annual meeting as
aforesaid, the meeting shall be held no later than 120 days after the occurrence
of the event requiring the meeting or such earlier date as may be required by
the 1940 Act. The Board of Directors may, if it so determines, call an annual
meeting of stockholders in any other year on such date as may be determined by
the Board of Directors.
Section 2. Special Meetings. Special meetings of the stockholders, unless
otherwise provided by law or by the Articles of Incorporation, may be called for
any purpose or purposes by a majority of the Board of Directors or the
President, and upon satisfaction of statutory requirements, shall be called by
the Secretary of the Corporation on the written request of the holders of at
least 25% of the outstanding capital stock of the Corporation entitled to vote
at such meeting upon payment by the stockholders of the costs of preparing and
mailing notice of the meeting in accordance with Maryland law. Notwithstanding
the foregoing, unless requested by the stockholders entitled to cast a majority
of all the votes entitled to be cast at the meeting, a special meeting need not
be called to consider any matter which is substantively the same as a matter
voted on at any special meeting of stockholders held during the preceding 12
months.
Section 3. Place of Meetings. All meetings of the stockholders shall be
held at such place within the United States as the Board of Directors may from
time to time determine.
Section 4. Notice of Meetings; Waiver of Notice. Written notice of the
place, date and time of the holding of each meeting of the stockholders and the
purpose or purposes of each special meeting shall be given personally or by
mail, not less than 10 nor more than 90 days before the date of such meeting, to
each stockholder entitled to notice of the meeting. Notice by mail shall be
deemed to be duly given when deposited in the United States mail addressed to
the stockholder at the stockholder's address as it appears on the records of the
Corporation, with postage thereon prepaid.
Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, or who shall,
either before or after the meeting,
submit a signed waiver of notice which is filed with the records of the meeting.
When a meeting is adjourned to another time and place, unless after the
adjournment the Board of Directors shall fix a new record date for any adjourned
meeting or the adjournment is for more than 120 days after the original record
date, notice of such adjourned meeting need not be given if the time and place
to which the meeting shall be adjourned is announced at the meeting at which the
adjournment is taken.
Section 5. Quorum and Adjournment. At all meetings of the stockholders, the
holders of one-third of the shares of stock of the Corporation entitled to vote
at the meeting present in person or by proxy shall constitute a quorum for the
transaction of business, except as otherwise provided by statute or by the
Articles of Incorporation or these Bylaws. A meeting of stockholders convened on
the date for which it was called may be adjourned as permitted by Maryland law.
If a quorum shall not be present or represented at such meeting of stockholders,
a majority of the stockholders entitled to vote at the meeting present in person
or represented by proxy, shall have the power to adjourn the meeting. At any
adjourned session of a meeting at which a quorum shall be present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed. The absence from any meeting of holders of
the number of shares of stock of the Corporation in excess of one-third thereof
which may be required by the laws of the State of Maryland, the 1940 Act or any
other applicable statute, the Articles of Incorporation, or these Bylaws, for
action on any given matter, shall not prevent action at such meeting on any
other matter or matters which may properly come before the meeting if there
shall be present thereat, in person or by proxy, holders of the number of shares
of stock of the Corporation required for action in respect of such other matter
or matters.
Section 6. Organization. At each meeting of the stockholders, the
Chairman of the Board of Directors (if one has been designated by the Board), or
in his absence or inability to act, the President, or in the absence or
inability to act of the Chairman of the Board and the President, a Vice
President shall act as chairman of the meeting. The Secretary, or in the
Secretary's absence or inability to act, any person appointed by the chairman of
the meeting, shall act as secretary of the meeting and keep the minutes thereof.
Section 7. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.
Section 8. Voting. Except as otherwise provided by statute or the Articles
of Incorporation, each holder of record of shares of stock of the Corporation
having voting power shall be entitled at each meeting of the stockholders to one
vote for every share of such stock standing in the name of such stockholder on
the record of stockholders of the Corporation as of the record date determined
pursuant to Article XVI.
Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact. A stockholder may also authorize another
person or persons to act as a proxy for him via telephone, the internet or any
other means authorized by Maryland law, on any proposal presented at any meeting
of stockholders. No proxy shall be valid after the expiration of eleven months
from the date thereof, unless otherwise provided in the proxy. Every proxy shall
be revocable at the pleasure of the stockholder executing it, except in those
cases where such proxy states that it is irrevocable and where an irrevocable
proxy is permitted by law. Except as otherwise provided by statute, the Articles
of Incorporation or these Bylaws, any corporate action to be taken by vote of
the stockholders shall be authorized by a majority of the total votes cast at a
meeting of stockholders by the holders of shares present in person or
represented by proxy and entitled to
vote on such action, except that a plurality of all the votes cast at a meeting
at which a quorum of shareholders is present is sufficient to elect a director.
If a vote shall be taken on any question other than the election of
directors, which shall be by written ballot, then unless required by statute or
these Bylaws, or determined by the chairman of the meeting to be advisable, any
such vote need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.
Section 9. Inspectors. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them fail to appear or act, the chairman of the meeting may, and on the request
of any stockholder entitled to vote thereat, shall appoint inspectors.
Inspectors, before entering upon the discharge of their duties, shall take and
sign an oath to execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of their ability. The inspector
shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting or any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for office of
director shall act as inspector of election of directors. Inspectors need not be
stockholders.
Section 10. Consent of Stockholders in Lieu of Meeting. Except as otherwise
provided by statute or the Articles of Incorporation, any action required to be
taken at any meeting of stockholders, or any action which may be taken at
any meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if the following are filed with the records of
stockholders meetings: (i) a unanimous written consent which sets forth the
action and is signed by each stockholder entitled to vote on the matter and (ii)
a written waiver of any right to dissent signed by each stockholder entitled to
notice of the meeting but not entitled to vote thereat.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Management of the Corporation. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors and
all of the powers of the Corporation may be exercised by or under authority of
the Board of Directors except as conferred on or reserved to the stockholders by
law or by the Articles of Incorporation or by these Bylaws.
Section 2. Number of Directors. The number of directors of the Corporation
shall, until further action is taken by this Board of Directors, be seven. By
vote of a majority of the entire Board of Directors, the number of directors
fixed by the Articles of Incorporation or by these Bylaws may be increased or
decreased from time to time up to a maximum of 12, but shall never be less than
two.
Section 3. Vacancies. Subject to the requirements of Section 16 of the 1940
Act, any vacancy occurring in the Board of Directors for any cause other than by
reason of an increase in
the number of directors may be filled by a majority of the remaining members of
the Board of Directors, although such majority is less than a quorum, and any
vacancy occurring by reason of an increase in the number of directors may be
filled by action of a majority of the entire Board of Directors. A director
elected by the Board of Directors to fill a vacancy shall be elected to hold
office until the next annual meeting of stockholders of the Corporation
MGCL-2-407(c)(1) and until a successor is elected and qualifies.
Section 4. Removal. A director may be removed with or without cause, and
only by action of the stockholders taken by the holders of at least a majority
of the shares of the capital stock then entitled to vote for such director in an
election of directors.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Place of Meetings. Meetings of the Board of Directors, regular
or special, may be held at any place in or out of the State of Maryland as the
Board may from time to time determine or as shall be specified in the notice of
such meeting.
Section 2. Annual Meeting. The first meeting of each newly elected Board of
Directors shall be held as soon as practicable after the meeting of stockholders
at which the directors were elected. No notice of such meeting shall be
necessary if held immediately after the adjournment, and at the site of the
meeting of stockholders.
Section 3. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.
Section 4. Special Meetings. Special meetings of the Board of Directors may
be called at any time by two or more directors or by the President.
Section 5. Notice of Meetings; Waiver of Notice. Notice of the place and
time of every special meeting of the Board of Directors shall be given to each
director at least two days before the date of the meeting. Notice to a director
may be given by mail, which shall be deemed given when mailed, by telephone or
telegram or by leaving the same at the director's residence or usual place of
business. Notice of any special meeting need not be given to any director who
shall, either before or after the meeting, sign a written waiver of notice or
who shall attend such meeting.
Section 6. Quorum. At all meetings of the Board, a majority of the entire
Board of Directors shall constitute a quorum for the transaction of business and
the action of a majority of the directors present at any 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 statute, the
Articles of Incorporation or these Bylaws. If a quorum shall not be present at
any meeting of the directors, the directors present thereat may, by a majority
vote, adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 7. Consent of Directors in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written consent to such
action is signed by all members of the Board or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.
ARTICLE V
COMMITTEE OF DIRECTORS
The Board of Directors may appoint from among its members an Executive
Committee and other committees composed of two or more directors, and may
delegate to such committees any or all of the powers of the Board of Directors
in the management of the business and affairs of the Corporation except to the
extent prohibited by law. 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. Committees shall keep minutes of their proceedings and shall
report the same to the Board of Directors at the meeting next succeeding, and
any action by the Committee shall be subject to revision and alteration by the
Board of Directors, provided that no rights of third persons shall be affected
by any such revision or alteration.
ARTICLE VI
COMPENSATION OF DIRECTORS
Directors may receive compensation for services to the Corporation in their
capacities as directors or otherwise in such manner and in such amounts as may
be fixed from time to time by the Board of Directors.
ARTICLE VII
OFFICERS
The officers of the Corporation shall be a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary and a Treasurer each of whom
shall be elected by the Board of Directors. Such officers shall be elected by
the Board on an annual basis at a regular meeting of the Board of Directors and
shall serve for one year and until their successors are elected and qualify. Two
or more offices, except those of President and Vice President, may be held by
the same person but no officer shall execute, acknowledge or verify on behalf of
the Corporation any instrument in more than one capacity.
The Board of Directors may appoint such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.
The compensation of all officers and agents of the Corporation shall be
fixed by the Board of Directors.
Any officer or agent may be removed by the Board of Directors whenever in
its judgment the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. If the office of any officer becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.
ARTICLE VIII
CHAIRMAN OF THE BOARD
The Chairman of the Board shall have the responsibility for the
implementation of the policies determined by the Board of Directors and for the
administration of the business affairs of the Corporation. The Chairman shall
preside over the meetings of the Board and of the stockholders if present at the
meeting. The Chairman shall be the Chief Executive Officer of the Corporation if
so designated by resolution of the Board.
ARTICLE IX
PRESIDENT
The President shall be the principal executive officer of the Corporation.
Subject to the control of the Board of Directors, the President shall have
general charge of the business and affairs of the Corporation, except as
otherwise provided in procedures with respect to trading activities adopted or
amended from time to time by the Board of Directors, and shall see that all
orders and resolutions of the Board are carried into effect and in the absence
of the Chairman of the Board (or if there be none), the President shall preside
at all meetings of the stockholders and directors.
ARTICLE X
VICE-PRESIDENTS
Each Vice-President shall perform such duties and have such powers as the
Board of Directors or the President may from time to time prescribe.
ARTICLE XI
THE SECRETARY AND ASSISTANT SECRETARIES
The Secretary shall attend all meetings of the Board of Directors and all
meetings of the stockholders and record the proceedings of the meetings of the
Corporation and of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for committees when required. The Secretary shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors and shall perform such other duties
as may be prescribed by, and under the supervision of, the Board or the
President. The Secretary shall keep in safe custody the seal of the Corporation
and affix and attest the seal to all documents to be executed on behalf of the
Corporation under its seal.
Each Assistant Secretary, if any, shall assist the Secretary and perform
such duties and exercise such powers of the Secretary as the Board of Directors
or the President may from time to time prescribe.
ARTICLE XII
THE TREASURER
The Treasurer shall have charge and custody of, and be responsible for, all
the funds and securities of the Corporation, except those which the Corporation
has placed in the custody of a bank or trust company or member of a national
securities exchange (as that term is defined in the
Securities Exchange Act of 1934, [the "1934 Act"]) pursuant to a written custody
agreement designating such bank or trust company or member of a national
securities exchange as custodian of the property of the Corporation; shall keep
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation; and in general, shall perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
by the Board of Directors or the President.
ARTICLE XIII
CERTIFICATES OF STOCK
Each holder of stock of the Corporation shall be entitled upon request to
have a certificate or certificates, in such form as shall be approved by the
Board, representing the number of shares of stock of the Corporation owned by
such stockholder. The certificates representing shares of stock shall be signed
by or in the name of the Corporation by the President or a Vice-President or the
Chairman of the Board and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation.
Any or all of the signatures or the seal on the certificate may be by facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate shall be
issued, it may be issued by the Corporation with the same effect as if such
officer, transfer agent or registrar were still in office at the date of issue.
The Board of Directors may make such additional rules and regulations, not
inconsistent with these Bylaws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer agents or one or more transfer clerks and one or more
registrars and may require all certificates for shares of stock to bear the
signature or signatures of any of them.
ARTICLE XIV
LOST, DESTROYED OR MUTILATED CERTIFICATES
The holder of any certificates representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss, destruction or
mutilation of such certificate, and the Corporation may issue a new certificate
of stock in the place of any certificate theretofore issued by it which the
owner thereof shall allege to have been lost or destroyed or which shall have
been mutilated, and the Board of Directors may, in its discretion, require such
owner or such owner's legal representatives to give to the Corporation a bond in
such sum, limited or unlimited, and in such form and with such surety or
sureties, as the Board in its absolute discretion shall determine, to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate, or issuance of a new
certificate. Anything herein to the contrary notwithstanding, the Board, 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.
ARTICLE XV
STOCK LEDGER AND TRANSFER OF STOCK
The Corporation shall maintain at the offices of its transfer agent an
original stock ledger containing the names and addresses of all stockholders and
the number of shares of each class held by each stockholder. 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.
The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares entitled to receive
dividends and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have received express or other notice thereof,
except as otherwise provided by the laws of the State of Maryland.
Transfers of shares of the Corporation shall be made on the stock records
of the Corporation only by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary or with a transfer agent or transfer clerk, and on surrender of the
certificate or certificates, if issued, for such shares properly endorsed or
accompanied by a duly executed stock transfer power and the payment of all taxes
thereon.
ARTICLE XVI
RECORD DATE
The Board of Directors may fix, in advance, a date as the record date for
the purpose of determining stockholders entitled to notice of, or to vote at,
any meeting of stockholders, or stockholders entitled to receive payment of any
dividend or the allotment of any rights, or in order to make a determination of
stockholders for any other purpose. Such date, in any case, shall be not more
than 90 days, and in case of a meeting of stockholders, not less than 10 days,
prior to the date on which the particular action requiring such determination of
stockholders is to be taken.
ARTICLE XVII
EXECUTION OF INSTRUMENTS
Checks, drafts, orders for payment of money, notes and other evidences of
indebtedness, and other instruments shall be signed by the Chairman or President
or such other officers as the Board of Directors by resolution shall from time
to time designate.
ARTICLE XVIII
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE XIX
SEAL
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal" and
"Maryland." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
ARTICLE XX
AMENDMENTS
The Board of Directors shall have the exclusive power at any regular
meeting or at any special meeting if notice thereof be included in the notice of
such special meeting, to alter or repeal any bylaw of the Corporation and to
make new bylaws.
ARTICLE XXI
ANNUAL STATEMENT
The President or a Vice-President or the Treasurer shall prepare or 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 sent to all stockholders and shall
be placed on file at the principal office of the Corporation in the State of
Maryland within 120 days after the end of the fiscal year.
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