EXHIBIT 99.(a)(1)(B)
ARTICLES OF AMENDMENT
OF
THE BLACKSTONE MUNICIPAL TARGET TERM TRUST INC.
The Blackstone Municipal Target Term Trust Inc., a Maryland
corporation (the "Corporation"), certifies that:
FIRST: The Charter of the Corporation is hereby amended by striking
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out Section (6) of Article V and inserting in its place the following:
(6) Unless otherwise expressly provided in these Articles of
Incorpora tion, including any Articles Supplementary creating any class of
capital stock, on each matter submitted to a vote of stockholders, each
holder of a share of capital stock of the Corporation shall be entitled to
one vote for each share standing in such holder's name on the books of the
Corporation, irrespective of the class thereof, and all shares of all
classes of capital stock shall vote together as a single class; provided,
however, that as to any mater with respect to which a separate vote of any
class is required by the 1940 Act or any rules, regulations or orders
issued thereunder, or the Maryland General Corporation Law, such
requirement as to a separate vote by that class shall apply in lieu of a
vote of all classes voting together as a single class as described above.
SECOND: The Charter of the Corporation is hereby amended by striking
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out Section (1) of Article VI and inserting in its place the following:
(1) The number of directors of the Corporation shall initially be two
(2), which number may be increased by or pursuant to the By-Laws of the
Corporation but shall never be less than two (2), unless the Corporation
has three (3) or more stockholders during which time the number of
directors shall never be less than three (3). In addition, and
notwithstanding the preceding sentence, the number of the Corporation's
directors shall be increased by or pursuant to the Corporation's By-Laws to
a number greater than or equal to three prior to or at the Corporation's
first annual meeting of stockholders (the "initial annual meeting"). The
names of the persons who shall act as directors until the initial annual
meeting and until their successors are duly elected and qualify are:
Ralph L. Schlosstein
Laurence D. Fink
Beginning with the initial annual meeting, the directors shall be
divided into three classes, designated Class I, Class II and Class III.
Each class shall con sist, as nearly as may be possible, of one-third of
the total number of directors constituting the entire Board of Directors.
At the initial annual meeting of stock holders, Class I directors shall be
elected for a one-year term, Class II directors for a two-year term and
Class III directors for a three-year term. At each annual meeting of
stockholders beginning with the annual meeting of stockholders next
succeeding the initial annual meeting, successors to the class of directors
whose term expires at that annual meeting shall be elected for a three-year
term. A direc tor elected at an annual meeting shall hold office until the
annual meeting for the year in which his term expires and until his
successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office.
If the number of directors is changed, any increase or decrease shall be
apportioned among the classes, as of the annual meeting of stockholders
next succeeding any such change, so as to maintain a number of directors in
each class as nearly equal as possible. In no case shall a decrease in the
number of directors shorten the term of any incumbent director. Any
vacancy on the Board of Directors that results from an increase in the
number of directors may be filled by a majority of the entire Board of
Directors, provided that a quo rum is present, and any other vacancy
occurring in the Board of Directors may be filled by a majority of the
directors then in office, whether or not sufficient to constitute a quorum,
or by a sole remaining director; provided, however, that if the
stockholders of any class of the Corporation's capital stock are entitled
sepa rately to elect one or more directors, a majority of the remaining
directors elected by that class or the sole remaining director elected by
that class may fill any va cancy among the number of directors elected by
that class. A director elected by the Board of Directors to fill any
vacancy in the Board of Directors shall serve until the next annual meeting
of stockholders and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification
or removal from office. At any annual meeting of stockholders, any
director elected to fill any vacancy in the Board of Directors that has
arisen since the preceding annual meeting of stockholders (whether or not
any such va cancy has been filled by election of a new director by the
Board of Directors) shall hold office for a term which coincides with the
remaining term of the class to which such directorship was previously
assigned, if such vacancy arose other than by an increase in the number of
directors, and until his successor shall be elected and shall qualify. In
the event such vacancy arose due to an increase in the num ber of
directors, any director so elected to fill such vacancy at an annual
meeting
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shall hold office for a term which coincides with that of the class to
which such directorship has been apportioned as heretofore provided, and
until his successor shall be elected and shall qualify. A director may be
removed for cause only, and not without cause, and only by action taken by
the holders of at least seventy-five percent (75%) of the shares of capital
stock then entitled to vote in an election of such director.
THIRD: The Charter of the Corporation is hereby amended by striking
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out Section (1) of ARTICLE VIII and inserting in its place the following:
(1) Except as otherwise provided in these Articles of Incorporation
and notwithstanding any provision of the Maryland General Corporation Law
(other than Sections 3-601 through 3-603 of the Maryland General
Corporation Law or any successors thereto) requiring approval by the
stockholders (or any class of stockholders) of any action by the
affirmative vote of a greater proportion than a majority of the votes
entitled to be cast on the matter, any such action may be taken or
authorized upon the concurrence of a majority of the number of votes
entitled to be cast thereon (or a majority of the votes entitled to be cast
thereon as a separate class).
FOURTH: This amendment was advised by the Board of Directors and
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approved by the sole stockholder of the Corporation by written consent.
FIFTH: The amendment does not increase the authorized stock of the
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Corporation.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf on this _____ day of
September, 1991 by its President who acknowledges that these Articles of
Amendment are the act of the Corporation and that to the best of his knowledge,
information and belief and under penalties for perjury, all matters and facts
contained in these Articles of Amendment are true in all material respects.
ATTEST: THE BLACKSTONE MUNICIPAL
TARGET TERM TRUST INC.
/s/ Barbara G. Novick By: /s/ Ralph L. Schlosstein
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Barbara G. Novick, Ralph L. Schlosstein,
Secretary President
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