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EXHIBIT (2)
LATIN AMERICA SOVEREIGN BOND FUND, INC.
A MARYLAND CORPORATION
BY-LAWS
MAY 5, 1992
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TABLE OF CONTENTS
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ARTICLE I. NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL............................ 1
Section 1.1. Principal Offices..................................................... 1
Section 1.2. Seal.................................................................. 1
ARTICLE II. STOCKHOLDERS................................................................ 1
Section 2.1. Annual Meetings....................................................... 1
Section 2.2. Special Meetings...................................................... 1
Section 2.3. Notice of Meetings.................................................... 1
Section 2.4. Notice of Stockholder Business........................................ 2
Section 2.5. Quorum................................................................ 2
Section 2.6. Voting................................................................ 2
Section 2.7. Stockholders Entitled to Vote......................................... 2
Section 2.8. Proxies............................................................... 3
Section 2.9. Voting and Inspectors................................................. 3
Section 2.10. Action Without Meeting................................................ 3
ARTICLE III. BOARD OF DIRECTORS......................................................... 3
Section 3.1. Powers................................................................ 3
Section 3.2. Power to Issue and Sell Stock......................................... 3
Section 3.3. Power to Declare Dividends............................................ 3
Section 3.4. Number and Term....................................................... 3
Section 3.5. Director Nominations.................................................. 4
Section 3.6. Election.............................................................. 5
Section 3.7. Vacancies and Newly Created Directorships............................. 5
Section 3.8. Removal............................................................... 5
Section 3.9. Annual and Regular Meetings........................................... 5
Section 3.10. Special Meetings...................................................... 5
Section 3.11. Waiver of Notice...................................................... 5
Section 3.12. Quorum and Voting..................................................... 5
Section 3.13. Action Without a Meeting.............................................. 5
Section 3.14. Compensation of Directors............................................. 6
ARTICLE IV. COMMITTEES.................................................................. 6
Section 4.1. Organization.......................................................... 6
Section 4.2. Executive Committee................................................... 6
Section 4.3. Other Committees...................................................... 6
Section 4.4. Proceedings and Quorum................................................ 6
ARTICLE V. OFFICERS..................................................................... 6
Section 5.1. General............................................................... 6
Section 5.2. Election, Tenure and Qualifications................................... 6
Section 5.3. Removal and Resignation............................................... 7
Section 5.4. Chairman of the Board................................................. 7
Section 5.5. Vice Chairman of the Board............................................ 7
Section 5.6. President............................................................. 7
Section 5.7. Vice President........................................................ 7
Section 5.8. Treasurer and Assistant Treasurers.................................... 7
Section 5.9. Secretary and Assistant Secretaries................................... 7
Section 5.10. Subordinate Officers.................................................. 8
Section 5.11. Remuneration.......................................................... 8
Section 5.12. Surety Bonds.......................................................... 8
ARTICLE VI. NET ASSET VALUE............................................................. 8
Section 6.1. Valuation of Assets................................................... 8
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ARTICLE VII. CAPITAL STOCK.............................................................. 8
Section 7.1. Certificates of Stock................................................. 8
Section 7.2. Transfer of Shares.................................................... 8
Section 7.3. Stock Ledgers......................................................... 8
Section 7.4. Transfer Agents and Registrars........................................ 8
Section 7.5. Fixing of Record Date................................................. 9
Section 7.6. Lost, Stolen or Destroyed Certificates................................ 9
ARTICLE VIII. FISCAL YEAR AND ACCOUNTANT................................................ 9
Section 8.1. Fiscal Year........................................................... 9
Section 8.2. Accountant............................................................ 9
ARTICLE IX. CUSTODY OF SECURITIES....................................................... 9
Section 9.1. Employment of a Custodian............................................. 9
Section 9.2. Termination of Custodian Agreement.................................... 9
ARTICLE X. INDEMNIFICATION AND INSURANCE................................................ 10
Section 10.1. Indemnification of Directors, Officers and Members of the Advisory
Board................................................................. 10
Section 10.2. Insurance of Officers, Directors, Members of the Advisory Board,
Employees and Agents.................................................. 10
ARTICLE XI. AMENDMENTS.................................................................. 10
Section 11.1. General............................................................... 10
ARTICLE XII. SPECIAL PROVISIONS......................................................... 11
Section 12.1. Actions Relating to Discount in Price of the Corporation's Shares..... 11
Section 12.2. Advisory Board........................................................ 11
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BY-LAWS
OF
LATIN AMERICA SOVEREIGN BOND FUND, INC.
(A MARYLAND CORPORATION)
ARTICLE I.
NAME OF CORPORATION, LOCATION OF
OFFICES AND SEAL
SECTION 1.1. PRINCIPAL OFFICES. The principal office of Latin America
Sovereign Bond Fund, Inc. (the "Corporation") in the State of Maryland shall be
located in Baltimore, Maryland. 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.
SECTION 1.2. 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. If the
Corporation is required to place its corporate seal to a document, it shall be
sufficient to place the word "(seal)" adjacent to the signature of the person
authorized to sign the document on behalf of the Corporation.
ARTICLE II.
STOCKHOLDERS
SECTION 2.1. ANNUAL MEETINGS. An annual meeting of stockholders for the
election of Directors and the transaction of such other business as may properly
come before the meeting shall be held in April. The meeting will be held at such
place within the United States as the Board of Directors shall select. The first
annual stockholders' meeting shall be held in April 1993 unless otherwise
determined by the Board of Directors.
SECTION 2.2. SPECIAL MEETINGS. Special meetings of stockholders may be
called at any time by the President, by a majority of the Board of Directors or
by the Chairman of the Board, if any, and shall be held at such time and place
and may conduct such business as may be provided herein and as may be stated in
the notice of the meeting.
Special meetings of the stockholders shall also be called by the Secretary
upon the written request of the holders of shares entitled to not less than 25%
of all the votes entitled to be cast at such meeting, provided that (a) such
request shall state the purposes 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 shall be called upon the request of
stockholders 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
12 months, unless requested by the holders of a majority of all shares entitled
to be voted at such meeting.
SECTION 2.3. NOTICE OF MEETINGS. The Secretary shall cause notice of the
place, date and hour, and, in the case of a special meeting or if otherwise
required by law, the purpose or purposes for which the meeting is called, to be
mailed, not less than 10 nor more than 90 days before the date of the meeting,
to each stockholder entitled to notice and 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 is present at such meeting in person or
by proxy.
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SECTION 2.4. NOTICE OF STOCKHOLDER BUSINESS.
(a) At any annual or special 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 or special meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the meeting by a
stockholder.
(b) For business to be properly brought before an annual or special meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, any such notice must
be delivered to or mailed and received at the principal executive offices of the
Corporation 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 the 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 the
annual or special meeting was given or such public disclosure was made.
(c) Any such notice by a stockholder shall set forth as to each matter the
stockholder proposes to bring before the annual or special meeting (i) a brief
description of the business desired to be brought before the annual or special
meeting and the reasons for conducting such business at the annual or special
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class and number of shares
of the capital stock of the Corporation which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business.
(d) Notwithstanding anything in the By-Laws to the contrary, no business
shall be conducted at any annual or special meeting except in accordance with
the procedures set forth in this Section 2.4. The Chairman of the annual or
special meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 2.4, and if he should so
determine, he shall so declare to the meeting that any such business not
properly brought before the meeting shall not be considered or transacted.
SECTION 2.5. QUORUM. The presence at any stockholders' meeting, in person
or by proxy, of stockholders entitled to cast a majority of the votes entitled
to be cast thereat shall be necessary and sufficient to constitute a quorum for
the transaction of business. In the absence of a quorum, the holders of a
majority of shares entitled to vote at the meeting and present in person or by
proxy, or, if no stockholder entitled to vote is present in person or by proxy,
any officer present entitled to preside or act as Secretary of such meeting, may
adjourn the meeting sine die or from time to time without further notice to a
date not more than 120 days after the original record date. 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 2.6. VOTING. At each stockholders' meeting, each stockholder
entitled to vote shall be entitled to one vote for each share of stock of the
Corporation validly issued and outstanding and standing in his name on the books
of the Corporation on the record date fixed in accordance with Section 7.5 of
Article VII hereof. Except as otherwise specifically provided in the Articles of
Incorporation or these By-Laws or as required by law, 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.
SECTION 2.7. STOCKHOLDERS ENTITLED TO VOTE. If the Board of Directors
sets a record date for the determination of stockholders entitled to notice of
or to vote at any stockholders' meeting in accordance with Section 7.5 of
Article VII hereof, 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. 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 determined in accordance with the
Maryland General Corporation Law (the "MGCL").
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SECTION 2.8. PROXIES. The right to vote by proxy shall exist only if the
instrument authorizing such proxy to act shall have been signed by the
stockholder or by his duly authorized attorney. Unless a proxy provides
otherwise, it is not valid more than eleven months after its date. Proxies shall
be delivered prior to the meeting to the Secretary of the Corporation or to the
person acting as Secretary of the meeting before being voted. 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.
SECTION 2.9. VOTING AND INSPECTORS. At any election of Directors, the
Chairman of the meeting may appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of Director shall be appointed as such
an inspector.
SECTION 2.10. ACTION WITHOUT MEETING. Any action to be taken by
stockholders may be taken without a meeting if (a) all stockholders entitled to
vote on the matter consent to the action in writing, (b) 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 (c) 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 the meeting.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 3.1. POWERS. The property, affairs, and business of the
Corporation shall be managed by 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 Articles of Incorporation or
by these By-Laws.
SECTION 3.2. POWER TO ISSUE AND SELL STOCK. The Board of Directors may
from time to time authorize the issuance and sale of any of the Corporation's
authorized shares to such persons and for such consideration as the Board of
Directors may deem advisable.
SECTION 3.3. POWER TO DECLARE DIVIDENDS.
(a) The Board of Directors, from time to time as they may deem advisable to
the extent permitted by applicable law, may declare and pay dividends in cash or
other property of the Corporation, out of any source available for dividends, to
the stockholders according to their respective rights and interests.
(b) The Board of Directors shall cause to be accompanied by a written
statement any dividend payment wholly or partly from any source other than
(i) the Corporation's accumulated undistributed net income (determined
in accordance with generally accepted accounting principles and the rules
and regulations of the U.S. Securities and Exchange Commission (the "SEC")
then in effect) and not including profits or losses realized upon the sale
of securities or other properties; or
(ii) the Corporation's net income so determined for the current or
preceding fiscal year.
Such statement shall adequately disclose the source or sources of such
payment and the basis of calculation, and shall be in such form as the SEC may
prescribe.
(c) Notwithstanding the above provisions of this Section 3.3, the Board of
Directors may at any time declare and distribute pro rata among the stockholders
a stock dividend out of the Corporation's authorized but unissued shares of
stock to the extent permitted by applicable law, including any shares previously
purchased by the Corporation, provided that such dividend shall not be
distributed in shares of any class with respect to any shares of a different
class unless approved in accordance with the MGCL.
SECTION 3.4. NUMBER AND TERM. The Board of Directors shall consist of not
fewer than three, nor more than twelve Directors, as specified by resolution of
the majority of the entire Board of Directors, provided that at least 40% of the
entire Board of Directors shall be persons who are not interested persons of the
Corporation
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as defined in the Investment Company Act of 1940, as amended (the "1940 Act").
Beginning with the first annual meeting of the stockholders held after the
initial public offering of the shares of the Corporation, the Directors shall be
divided into three classes, and shall be designated as Class I, Class II and
Class III Directors, respectively. The Class I Directors elected at such initial
annual meeting shall serve for a term of office expiring at the next succeeding
annual stockholders meeting following such initial annual meeting. The Class II
Directors elected at such initial annual meeting shall serve for a term of
office expiring at the second succeeding annual stockholders meeting following
such initial annual meeting. The Class III Directors elected at such initial
annual meeting shall serve for a term of office expiring at the third succeeding
annual stockholders meeting following such initial annual meeting. After
expiration of the terms of office specified for the Directors elected at such
initial annual meeting, the Directors of each class shall serve for terms of
three (3) years, or, when filling a vacancy, for the unexpired portion of such
term, and until their successors are elected and have qualified. The Directors
chosen to succeed those whose terms are expiring will be identified as being of
the same class as the Directors whom they succeed. The term of office of one
class of Directors will expire each year. If the number of Directors is changed,
any increase or decrease shall be apportioned among the classes by the Board of
Directors so as to maintain the number of Directors in each class as nearly
equal as possible, but in no event shall a decrease in the number of Directors
shorten the term of any incumbent Director.
SECTION 3.5. DIRECTOR NOMINATIONS.
(a) Only persons who are nominated in accordance with the procedures set
forth in this Section 3.5 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 Corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors or by any stockholder of the Corporation
who is entitled to vote for the election of such nominee at the meeting and who
complies with the notice procedures set forth in this Section 3.5.
(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 Corporation. To be timely, any such notice by a
stockholder must be delivered to or mailed and received at the principal
executive offices of the Corporation not later than 60 days prior to the
meeting; provided, however, that if less than 70 days' notice or prior public
disclosure of the date of the 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 the meeting was given or such public disclosure was made.
(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 Corporation 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, as amended, or any successor regulation thereto (including without
limitation such persons' written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected and whether any person
intends to seek reimbursement from the Corporation of the expenses of any
solicitation of proxies should such person be elected a Director of the
Corporation); and (ii) as to the stockholder giving the notice (A) the name and
address, as they appear on the Corporation's books, of such stockholder and (B)
the class and number of shares of the capital stock of the Corporation which are
beneficially owned by such stockholder. 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 Corporation 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
Section 3.5, no person shall be entitled to receive reimbursement from the
Corporation 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 Corporation. The Chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
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By-Laws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded for all purposes.
SECTION 3.6. ELECTION. At the first annual meeting of stockholders and
each annual meeting thereafter, the Directors to be elected at that meeting
shall be elected by vote of the holders of a plurality of the shares present in
person or by proxy and entitled to vote thereon.
SECTION 3.7. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. If any vacancies
shall occur in the Board of Directors by reason of death, resignation, removal
or otherwise, or if the authorized number of Directors shall be increased, the
Directors then in office shall continue to act, and such vacancies (if not
previously filled by the stockholders) may be filled by a vote of a majority of
the Directors then in office; provided, however, that, if a vacancy is filled
during such time as shares of the Corporation are outstanding, immediately after
filling such vacancy, at least two-thirds ( 2/3) of the Directors then holding
office shall have been elected to such office by the stockholders of the
Corporation. In the event that at any time, other than the time preceding the
first annual stockholders' meeting, less than a majority of the Directors of the
Corporation holding office at that time were elected by the stockholders, a
meeting of the stockholders shall be held promptly and in any event within 60
days for the purpose of electing Directors to fill any existing vacancies in the
Board of Directors unless the SEC shall by order extend such period.
SECTION 3.8. REMOVAL. A Director may be removed from office only for
cause and only by the vote of 75% of the votes entitled to be cast for the
election of Directors.
SECTION 3.9. 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 in
writing, provided that written notice of any change in the time or place of such
meetings shall be sent promptly, in the manner provided in Section 3.10 of this
Article III for notice of special meetings, to each Director not present at the
meeting at which such change was made. 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 of 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.
SECTION 3.10. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time or place and for any purpose when called by
the Chairman of the Board or by a majority of the Directors. Notice of special
meetings, stating the time and place, shall be (a) mailed to each Director at
his residence or regular place of business at least three days before the day on
which a special meeting is to be held or (b) delivered to him personally or
transmitted to him by telegraph, cable or other communication leaving a visual
record at least one day before the meeting.
SECTION 3.11. WAIVER OF NOTICE. No notice of any meeting need be given to
any Director who is present at the meeting or 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.
SECTION 3.12. QUORUM AND VOTING. At all meetings of the Board of
Directors, the presence of a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business. 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 Articles of Incorporation or by these By-Laws;
provided, however, that no action shall be taken without the affirmative vote of
75% of the Directors with respect to the election of officers and the
compensation of directors and officers.
SECTION 3.13. ACTION WITHOUT A 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
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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.
SECTION 3.14. COMPENSATION OF DIRECTORS. Directors shall be entitled to
receive such compensation from the Corporation for their services as may from
time to time be determined by resolution of the Board of Directors.
ARTICLE IV.
COMMITTEES
SECTION 4.1. ORGANIZATION. The Board may designate one or more
committees, including an Executive Committee, that shall consist of not less
than two Directors. The Chairmen of such committees shall be elected by the
Board of Directors. Each member of a committee shall be a Director and shall
hold office at the pleasure of the Board. The Board of Directors shall have the
power at any time to change the members of such committees and to fill vacancies
in the committees. The Board may delegate to these committees any of its powers,
except those which by law may not be delegated to a committee.
SECTION 4.2. 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, including, without
limitation, to appoint and remove members of any Advisory Board of the
Corporation. The Chairman of the Board, if any, and the President of the
Corporation, if he is a director of the Corporation, shall be members of the
Executive Committee.
SECTION 4.3. OTHER COMMITTEES. The Board of Directors may appoint other
committees which shall have such powers and perform such duties as may be
delegated from time to time by the Board.
SECTION 4.4. PROCEEDINGS AND QUORUM. Each committee may adopt such rules
and regulations governing its proceedings, quorum and manner of acting as it
shall deem proper and desirable.
In the event any member of any committee is absent from any meeting, the
members thereof present at the 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.
ARTICLE V.
OFFICERS
SECTION 5.1. GENERAL. The officers of the Corporation shall be a
President, a Secretary and a Treasurer, and may include one or more Vice
Presidents, Assistant Secretaries or Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 5.10
of this Article V. The Board of Directors may elect, but shall not be required
to elect, a Chairman of the Board.
SECTION 5.2. ELECTION, TENURE AND QUALIFICATIONS. The officers of the
Corporation, except those appointed as provided in Section 5.10 of this Article
V, shall be elected by the Board of Directors at its first meeting or at such
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 otherwise provided in this Article V, 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. Any person may hold one or more offices of the
Corporation except the same person may not concurrently hold the offices of
President and Vice President. A person who holds more than one office may not
act in more than one capacity to execute, acknowledge or verify an instrument
required by law to be executed, acknowledged or verified. The Chairman of the
Board, if any, shall be elected from among the Directors of the Corporation and
may hold such office only so long as he continues to be a Director. No other
officer need be a Director.
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SECTION 5.3. REMOVAL AND RESIGNATION. Whenever in the Board's judgment
the best interest of the Corporation will be served thereby, any officer may be
removed from office by the vote of a majority of the members of the Board of
Directors given at a regular meeting or any special meeting called for such
purpose. Any officer may resign his office at any time by delivering a written
resignation to the Board of Directors, the President, the Secretary or any
Assistant Secretary. Unless otherwise specified therein, such resignation shall
take effect upon delivery.
SECTION 5.4. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there
be such an officer, shall be the senior officer of the Corporation, shall
preside at all stockholders' meetings and at all meetings of the Board of
Directors. In addition, the Chairman of the Board shall be ex officio a
non-voting member of all committees of the Board of Directors of which he is not
an appointed voting member. He shall have such powers and perform such other
duties as may be assigned to him from time to time by the Board of Directors.
SECTION 5.5. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board,
if there be such an officer, shall consult with the Chairman as to the policies
of the Corporation and as to the agendas to be presented at the meetings of the
Board of Directors. In the absence of the Chairman of the Board and the
President, he shall preside at meetings of the Board of Directors. He shall have
such powers and perform such other duties as may be assigned to him from time to
time by the Chairman.
SECTION 5.6. 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.
SECTION 5.7. VICE PRESIDENT. The Board of Directors may from time to time
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 or
the President. At the request, or in the absence or disability, of the
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 President and, when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
SECTION 5.8. 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
perform all 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.
SECTION 5.9. 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
books 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.
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.
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SECTION 5.10. 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 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 5.11. 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 5.10 of this Article V.
SECTION 5.12. 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 1940 Act and the rules and regulations of
the SEC) 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.
ARTICLE VI.
NET ASSET VALUE
SECTION 6.1. VALUATION OF ASSETS. The value of the Corporation's net
assets shall be determined at such times and by such method as shall be
established from time to time by the Board of Directors. Such method shall be
reduced to writing and maintained in the Corporation's permanent records.
ARTICLE VII.
CAPITAL STOCK
SECTION 7.1. CERTIFICATES OF STOCK. The interest of each stockholder of
the Corporation shall be evidenced in such form as the Board of Directors may
from time to time prescribe. No certificate shall be valid unless it is signed
by the Chairman of the Board, the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
of the Corporation and sealed with its seal, or bears the facsimile signatures
of such officers and a facsimile of such seal.
SECTION 7.2. TRANSFER OF SHARES. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney or legal representative upon surrender and
cancellation of a certificate or certificates for the same number of shares of
the same class, duly endorsed or accompanied by proper instruments of assignment
and transfer, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require. 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 7.3. STOCK LEDGERS. The stock ledgers of the Corporation,
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
Corporation or, if the Corporation employs a transfer agent, at the offices of
the transfer agent of the Corporation.
SECTION 7.4. 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.
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SECTION 7.5. 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 stockholders' meeting 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
(1) such record date may not be prior to the close of business on the day the
record date is fixed and shall be within 90 days prior to the date on which the
particular action requiring such determination will be taken; and (2) in the
case of a meeting of stockholders, the record date shall be at least 10 days
before the date of the meeting.
SECTION 7.6. 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.
ARTICLE VIII.
FISCAL YEAR AND ACCOUNTANT
SECTION 8.1. FISCAL YEAR. The fiscal year of the Corporation shall,
unless otherwise ordered by the Board of Directors, be twelve calendar months
ending on the 31st day of October.
SECTION 8.2. ACCOUNTANT.
(a) The Corporation shall employ an independent public accountant or a firm
of independent public accountants of national reputation as its Accountant to
examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The Accountants' 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 1940 Act) of the
Corporation shall select the Accountant at any meeting held in a manner
consistent with the 1940 Act and the rules and regulations thereunder. Such
selection shall be submitted for ratification or rejection at the next
succeeding annual stockholders' meeting. If the stockholders shall reject such
selection at such meeting, 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
that purpose.
(c) Any vacancy occurring between annual meetings, due to the resignation
of the Accountant, may be filled by the vote of a majority of the members of the
Board of Directors who are not "interested persons".
ARTICLE IX.
CUSTODY OF SECURITIES
SECTION 9.1. 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 1940 Act and the rules of
the SEC thereunder. The Custodian shall be appointed from time to time by the
Board of Directors, which shall fix its remuneration.
SECTION 9.2. 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
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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.
ARTICLE X.
INDEMNIFICATION AND INSURANCE
SECTION 10.1. INDEMNIFICATION OF DIRECTORS, OFFICERS AND MEMBERS OF THE
ADVISORY BOARD. To the maximum extent permitted by the 1940 Act, the Securities
Act of 1933, as amended (the "1933 Act") (as such statutes are now or
hereinafter in force), and by Maryland law in effect from time to time, the
Corporation shall indemnify, and shall pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to, (i) any individual who is a
present or former Director, officer or member of the Advisory Board of the
Corporation or (ii) any individual who serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director or officer of such corporation or other enterprise or as a partner
or trustee of such partnership, joint venture, trust, employee benefit plan or
other enterprise at the request of the Corporation. The Corporation may, with
the approval of its Board of Directors, provide such indemnification and
advancement of expenses to a person who served a predecessor of the Corporation
in any of the capacities described in (i) or (ii) above and to any employee or
agent of the Corporation or a predecessor of the Corporation. Indemnification or
advancement shall be made only as authorized for a specific proceeding upon (i)
a determination that indemnification of or advancement to such person is proper
in the circumstances because he has met the applicable standard of conduct for
indemnification or applicable requirement for advancement and (ii) such other
authorizations and determinations as may be required by law to be made by (A)
the Board of Directors of the Corporation by the vote of a majority of a quorum
consisting of Directors who are neither "interested persons" of the Corporation
as defined in the 1940 Act nor parties to such proceeding or, if such quorum
cannot be obtained, by a majority vote of a committee of the Board of Directors
consisting solely of two or more such Directors who are duly designated to act
in the matter by a majority vote of the full Board of Directors; or (B)
independent legal counsel in a written opinion, which counsel shall be selected
in accordance with such procedures as may be required by law, provided, however,
that such counsel shall make only such determinations and authorizations as are
permitted by law to be made by independent counsel; or (C) the stockholders of
the Corporation acting in accordance with the Articles of Incorporation and
these By-Laws and applicable law.
Neither the amendment nor repeal of this Article X nor the adoption or
amendment of any other provision of these By-Laws or the Articles of
Incorporation inconsistent with this Article X, shall apply to or affect in any
respect to any act or failure to act which occurred prior to such amendment,
repeal or adoption.
SECTION 10.2. INSURANCE OF OFFICERS, DIRECTORS, MEMBERS OF THE ADVISORY
BOARD, EMPLOYEES AND AGENTS. To the maximum extent permitted by the 1940 Act,
the 1933 Act (as such statutes are now or hereinafter in force) and by Maryland
law in effect from time to time, the Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, officer, member of
the Advisory Board, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a Director, officer, employee, partner,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in or arising out of his position.
ARTICLE XI.
AMENDMENTS
SECTION 11.1. GENERAL. Except as provided in the next succeeding sentence
and in the Articles of Incorporation, 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
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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. The provisions of Article II, Section 2.4 and Article III, Sections 3.4,
3.5 and 3.8 of these By-Laws shall be subject to amendment, alterations or
repeal by the affirmative vote of either: (i) the holders of record of 75% 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 or repeal or (ii) the
Board of Directors, including 75% of the Continuing Directors (as such term is
defined in Article EIGHTH of the Corporation's Articles of Incorporation).
ARTICLE XII.
SPECIAL PROVISIONS
SECTION 12.1. ACTIONS RELATING TO DISCOUNT IN PRICE OF THE CORPORATION'S
SHARES. In the event that at any time during or after the fifth year following
the initial public offering of shares of the Corporation's Common Stock such
shares publicly trade for a substantial period of time at a substantial discount
from the Corporation's then current net asset value per share, the Board of
Directors shall, at its next regularly scheduled meeting, consider taking
actions designed to eliminate such discount. The actions considered by the Board
of Directors may include periodic repurchases by the Corporation of its shares
of Common Stock or an amendment to the Corporation's Articles of Incorporation
to make the Corporation's Common Stock a "redeemable security" (as such term is
defined in the 1940 Act), subject in all events to compliance with all
applicable provisions of the Corporation's Articles of Incorporation, these
By-Laws, the MGCL and the 1940 Act.
SECTION 12.2. ADVISORY BOARD. The Board of Directors of the Corporation
may establish an advisory board (the "Advisory Board"), the majority of whose
members will be independent advisers, to provide consulting services regarding
economic and political trends and developments affecting Latin America. Meetings
of the Advisory Board will be held at the request of the Corporation or Scudder,
Stevens & Clark, Inc., the Corporation's investment manager (the "Investment
Manager"), or, when the Board of Directors deems it appropriate, in conjunction
with a meeting of the Board of Directors of the Corporation. The members of the
Advisory Board shall also be available to consult individually with
representatives of the Corporation or the Investment Manager. The Advisory Board
will possess no authority or responsibility with respect to the Corporation's
investments, management or operation and will make no recommendations as to
investments made or contemplated by the Corporation. Advisory Board members will
receive a fee for their services as determined by the Board of Directors, and
will be entitled to reimbursement for travel and out-of-pocket expenses incurred
in connection with Advisory Board meetings.
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