EXHIBIT 1.1
ARTICLES OF INCORPORATION
OF
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
* * * * * *
THIS IS TO CERTIFY:
That the undersigned does hereby establish a corporation under and by
virtue of the Minnesota Business Corporation Act, Chapter 302A, Minnesota
Statutes and does hereby adopt the following Articles of Incorporation.
FIRST: The name and address of the incorporator signing these Articles of
Incorporation are as follows:
Name Address
---- --------
John E. McTavish 333 West Wacker Drive
Chicago, Illinois 60606
SECOND: The name of the Corporation is:
Nuveen New York Municipal Value Fund, Inc. (the "Corporation").
THIRD: The purposes for which the Corporation is formed and the
business to be carried on and promoted by it are as follows:
To hold, invest, and reinvest its funds, and in connection therewith
to hold part or all of its funds in cash, and to purchase or otherwise
sell, assign, negotiate, transfer, exchange or otherwise dispose of or turn
to account or realize upon securities and other negotiable or non-
negotiable instruments, obligations and evidences of indebtedness created
or issued by any persons, firms, associations, corporations, syndicates,
combinations, organizations, governments or subdivisions thereof, and
generally deal in any such securities and other
negotiable or non-negotiable instruments, obligations and evidences of
indebtedness; and to exercise, as owner or holder of any securities or
other instruments, all rights, powers, and privileges in respect thereof;
and to do any and all acts and things for the preservation, protection,
improvement, and enhancement in value of any and all such securities or
other instruments and, in general, to conduct the business of an closed-end
investment company as that term is defined in the Act of Congress entitled
the Investment Company Act of 1940, as amended;
To issue and sell shares of its own capital stock from time to time on
such terms and conditions, for such purposes and for such amount or kind of
consideration (including, without limitation thereto, securities) now or
hereafter permitted by the laws of the State of Minnesota and by these
Articles of Incorporation as its Board of Directors may determine; and
To engage in any lawful act or activity for which corporations may be
organized under the Minnesota Business Corporation Act.
The enumeration herewith of the objects and purposes of the
Corporation shall be construed as powers as well as objects and purposes
and shall not be deemed to exclude by inference any powers, objects or
purposes which the Corporation is empowered to exercise, whether expressly
by force of the laws of the State of Minnesota now or hereafter in effect,
or impliedly by the reasonable construction of such laws.
FOURTH: The address of the registered office of the Corporation in the
State of Minnesota is 405 Second Avenue South, Minneapolis, Minnesota 55401.
The name of its resident agent at such address is CT Corporation System, Inc.
FIFTH: The total number of shares of stock which the Corporation is
authorized to issue is Two Hundred and Fifty Million (250,000,000) shares of
common stock, par value $.01 per share and of the aggregate par value of Two
Hundred and Fifty Thousand Dollars ($250,000) (the "Common Stock"), all of which
shall be of the same class and have equal voting rights. The Common Stock shall
be subject to the following restrictions, conditions, and provisions:
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(a) In the event of the liquidation or dissolution of the Corporation,
the holders of the Common Stock shall be entitled to receive pro rata the
net distributable assets of the Corporation.
(b) The holders of shares of the Common Stock shall not, as such
holders, have any right to acquire, purchase or subscribe for any shares of
Common Stock or securities of the Corporation which it may hereafter issue
or sell (whether out of the number of shares authorized by these Articles
of Incorporation, or out of any shares acquired by it after the issuance
thereof, or otherwise), other than such right, if any, as the Board of
Directors of the Corporation in its discretion may determine.
(c) Dividends, when, as and if declared by the Board of Directors,
shall be shared equally by the holders of Common Stock on a share for share
basis. Unless a holder of Common Stock directs otherwise, any such
dividends so declared and distributed shall be automatically reinvested in
full and fractional shares of the Corporation; provided, however, that the
Board of Directors may direct that any such dividends be paid to said
holder, or, alternatively, may direct that any such dividends be paid
rather than so reinvested unless such holder elects to have them
reinvested.
(d) If any shares of Common Stock shall have been purchased or
otherwise reacquired by the Corporation in accordance with law, all shares
so purchased or otherwise reacquired shall be retired automatically, and
such retired shares shall have the status of authorized but unissued shares
of Common Stock and the number of authorized shares of Common Stock of the
Corporation shall not be reduced by the number of any shares retired.
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(e) The value of the net assets of the Corporation as of any relevant
time shall be determined by such person or persons (which term shall
include any firm, corporation, trust, or association) as the Board of
Directors of the Corporation, from time to time, may authorize, such
determination to be made in accordance with generally accepted accounting
principles by deducting from the gross value of the assets belonging to the
Corporation at such time the amount of all liabilities, including expenses
incurred or accrued and unpaid, such reservations as may be established to
cover (i) taxes in respect of net realized gains and potential taxes to be
paid in respect of the excess, if any, of the unrealized gains over
unrealized losses and (ii) any other liabilities, and such other deductions
as may be determined by or under the authority of the Board of Directors.
The net asset value per share of the Corporation's Common Stock shall be
determined at the time or times hereinbelow set forth by dividing the value
of the net assets of the Corporation by the total number of outstanding
shares (excluding treasury shares). The Board of Directors is empowered,
in its absolute discretion, to establish other methods for determining such
net asset value whenever such other methods are deemed by it to be
necessary in order to enable the Corporation to comply with, or are deemed
by it to be desirable provided they are not inconsistent with, any
provision of the Investment Company Act of 1940 as amended, or any rule or
regulation thereunder. The net asset value per share of the Corporation's
Common Stock shall be determined as of the close of trading on the last day
of each week on which the New York Stock Exchange (the "Exchange") is open
for trading.
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In determining the gross value of the assets of the Corporation,
portfolio securities and other assets will be valued at fair value using
methods determined in good faith by the Board of Directors.
The Corporation may suspend the determination of net asset value (i)
during any period when the Exchange is closed (other than customary weekend
and holiday closings), (ii) when trading in the markets the Corporation
normally utilizes is restricted, or an emergency exists as determined by
the Securities and Exchange Commission (the "Commission") so that disposal
of the Corporation's investments or determination of its net asset value is
not reasonably practical, or (iii) for such other periods as the Commission
may by order permit for protection of the holders of shares of the Common
Stock.
(f) Shares of Common Stock shall be issued from time to time either
for cash or for such other considerations (which may be in any one or more
instances a certain specified consideration or certain specified
considerations) as the Board of Directors, from time to time, may deem
advisable, in the manner and to the extent now or hereafter permitted by
the laws of the State of Minnesota; provided, however, that the
consideration (or the value thereof as determined by the Board of
Directors) per share to be received by the Corporation upon the issuance or
sale of any share (including treasury shares) shall not be less than the
par value thereof and not less than the net asset value per share of the
Corporation's Common Stock determined as provided in Paragraph (e) of this
article FIFTH as of a time not earlier than the close of business on the
last day of the next preceding week on which the Exchange was open for
trading and
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not later than the close of business on the last day of the week on which
the shares are sold or, if the Exchange is not open for trading on that
day, not later than the close of trading on the next day on which the
Exchange is open for business, as the Board of Directors shall determine.
(g) The Corporation may issue shares of its Common Stock in fractional
denominations to the same extent as its whole shares, and shares in
fractional denominations shall be shares of Common Stock having
proportionately to the respective fractions represented thereby all the
rights of whole shares, including, without limitation, the right to vote,
the right to receive dividends and distributions and the right to
participate upon liquidation of the Corporation, but excluding the right to
receive a certificate representing fractional shares.
SIXTH: (a) The initial number of directors of the Corporation shall be
eight. The By-Laws of the Corporation may fix the number of directors at a
number greater or less than eight and may authorize the Board of Directors, by
the vote of the majority of the entire Board of Directors, to increase or
decrease the number of directors fixed by these Articles of Incorporation or by
the By-Laws within limits specified in the By-Laws.
(b) The names of the persons who will serve as the initial directors
of the Corporation are as follows: Richard J. Franke, Royce A. Hoyle, Jr.,
Margaret K. Rosenheim, Robert G. Sether, Charles R. Standen, Donald E.
Sveen, Frank P. Wendt and William R. Wilkerson.
(c) Beginning with the first annual meeting of shareholders (the
"First Annual Meeting"), the Board of Directors shall be divided into three
classes: Class I, Class II
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and Class III. The terms of office of the classes of directors elected at
the First Annual Meeting shall expire at the times of the annual meeting of
shareholders as follows: Class I -- 1989, Class II -- 1990, Class III --
1991 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 shareholders, or thereafter in each case when their respective
successors are elected and qualified. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes by
resolution of the Board of Directors so as to maintain the number of
directors in each class as nearly as equal as possible, but in no case
shall a decrease in the number of directors shorten the term of any
incumbent director.
(d) Any vacancy occurring in the Board of Directors may be filled by a
majority of the directors in office. A new directorship resulting from an
increase in the number of directors shall be construed to be a vacancy.
Any director elected to fill a vacancy shall be in the same class and have
the same remaining term as that of the predecessor.
(e) A director may be removed from office only for "Cause" (as
hereinafter defined) and only by action of the shareholders taken by the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the
outstanding Common Stock. "Cause" shall require wilful misconduct,
dishonesty, fraud or a felony conviction.
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(f) In addition to the voting requirements imposed by law or by any
other provision of these Articles of Incorporation, the provisions set
forth in this Article SIXTH may not be amended, altered or repealed in any
respect, nor may any provision inconsistent with this Article SIXTH be
adopted, unless such action is approved by the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the
outstanding Common Stock.
SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and shareholders.
(a) All corporate powers of the Corporation shall be exercised by the
Board of Directors except as otherwise provided by law; provided, subject
to the provisions of paragraph (c) of this Article SEVENTH, the Board of
Directors may delegate the management of the assets of the Corporation and
such other functions as it may deem reasonable and proper to an Investment
Adviser, as such term is hereinbelow defined, pursuant to a written
contract. The Board of Directors may, by resolution or resolutions passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation,
which, to the extent provided in said resolution or resolutions or in the
By-laws of the Corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, and may have power to authorize the seal of the Corporation to
be affixed to all papers which may require it.
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(b) A contract or other transaction between the Corporation and any of
its directors or between the Corporation and an organization in which any
of its directors is a director, officer, or legal representative or has a
material financial interest is not void or voidable because the director or
directors or other organizations are parties or because the director or
directors are present at the meeting of shareholders or the board or a
committee at which the contract or transaction is authorized, approved or
ratified, if: (i) the contract or transaction was, and the person
asserting the validity of the contract or transaction sustains the burden
of establishing that the contract or transaction was, fair and reasonable
as to the corporation at the time it was authorized, approved, or ratified;
(ii) the material facts as to the contract or transaction and as to the
director's or directors' interest are fully disclosed or known to the
shareholders and the contract or transaction is approved in good faith by
the holders of a majority of the outstanding shares, but shares owned by
the interested director or directors shall not be counted in determining
the presence of a quorum and shall not be voted; or (iii) the material
facts as to the contract or transaction and as to the director's or
directors' interest are fully disclosed or known to the board or a
committee, and the board or committee authorizes, approves, or ratifies the
contract or transaction in good faith by a majority of the board or
committee, but the interested director or directors shall not be counted in
determining the presence of a quorum and shall not vote.
(c) The Corporation may enter into a written contract with one or more
persons (which term shall include any firm, corporation, trust or
association), hereinafter referred to as the "Investment Adviser", to act
as investment adviser to the Corporation
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and as such to perform such functions as the Board of Directors may deem
reasonable and proper, including, without limitation, investment advisory,
management, research, valuation of assets, clerical and administrative
functions. Any such contract shall be subject to the approval of those
persons required by the Investment Company Act of 1940 to approve such
contract, and shall be terminable at any time upon not more than 60 days'
notice by resolution of the Board of Directors or by vote of a majority of
the outstanding shares of Common Stock.
Subject to the provisions of paragraph (b) of this Article SEVENTH,
any such contract may be made with any firm or corporation in which any
director or directors of the Corporation may be interested. The
compensation of the Investment Adviser may be based upon a percentage of
the value of the net assets of the Corporation, a percentage of the income
or gross realized or unrealized gain of the Corporation, or a combination
thereof, or otherwise, as may be provided in such contract.
Upon the termination of any contract with Nuveen Advisory Corp., or
any corporation affiliated with John Nuveen & Co. Incorporated, acting as
Investment Adviser, the Board of Directors is hereby authorized to promptly
change the name of the Corporation to a name which does not include
"Nuveen" or any approximation or abbreviation thereof.
(d) The Board of Directors shall have authority to appoint and enter
into a written contract or contracts with an underwriter or distributor or
distributors as agent or agents for the sale of shares of the Corporation
and to pay such underwriter, distributor or distributors and agent or
agents such amounts as the Board of Directors
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may in its discretion deem reasonable and proper. Subject to the
provisions of paragraph (b) of this Article SEVENTH, any such contract may
be made with any firm or corporation, including, without limitation, the
Investment Adviser, or any firm or corporation in which any director or
directors of the Corporation or the Investment Adviser may be interested.
(e) The Board of Directors is hereby empowered to authorize the
issuance from time to time of any class or series of class of shares of
Common Stock, whether now or hereafter authorized, for such consideration
as the Board of Directors may deem advisable, subject to such limitations
and restrictions as may be set forth in these Articles of Incorporation or
in the By-Laws of the Corporation, or in the laws of the State of
Minnesota.
(f) The Board of Directors shall have the power to make, alter, amend
or repeal the By-Laws of the Corporation, and to adopt any new By-Laws,
except to the extent that the By-Laws may otherwise provide; provided,
however, that any such By-laws may be altered, amended or repealed, or new
By-Laws may be adopted, by the shareholders of the Corporation.
(g) The Board of Directors shall have power from time to time to set
apart out of any funds of the Corporation available for dividends a reserve
or reserves for any proper purpose, and to abolish any such reserve.
(h) Any determination made by or pursuant to the direction of the
Board of Directors in good faith and consistent with the provisions of
these Articles of Incorporation as to any of the following matters shall be
final and conclusive and shall
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be binding upon the Corporation and every holder at any time of shares of
Common Stock, namely: the amount of the assets, obligations, liabilities
and expenses of the Corporation; the amount of the net income of the
Corporation from dividends and interest for any period and the amount of
assets at any time legally available for the payment of dividends or
distributions; the amount, purpose, time of creation, increase or decrease,
alteration or cancellation of any reserves or charges and the propriety
thereof (whether or not any obligation or liability for which such reserves
or charges were created shall have been paid or discharged; the market
value, or any quoted price to be applied in determining the market value,
of any security owned or held by the Corporation; the fair value of any
security for which quoted prices are not readily available, or of any other
asset owned or held by the Corporation; the number of shares of the
Corporation issued or issuable; the net asset value per share; any matter
relating to the acquisition, holding and depositing of securities and other
assets by the Corporation; any question as to whether any transaction
constitutes a purchase of securities on margin, a short sale of securities,
or an underwriting of the sale of, or participation in any underwriting or
selling group in connection with the public distribution of, any
securities, and any matter relating to the issue, sale, repurchase, and/or
other acquisition or disposition of shares of Common Stock of the
Corporation. No provision of these Articles of Incorporation shall be
effective to (i) require a waiver of compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act of 1940,
as amended, or of any valid rule, regulation or order of the Commission
thereunder, or (ii) protect or purport to protect any director or officer
of the Corporation against any
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liability to the Corporation or to its security holders 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.
EIGHTH: To the maximum extent permitted by the Minnesota Business
Corporation Act, as from time to time amended, the Corporation shall indemnify
its currently acting and its former directors, officers, employees and agents,
and those persons who, at the request of the Corporation serve or have served
another corporation, partnership, joint venture, trust or other enterprise in
one or more such capacities. The indemnification provided for herein shall not
be deemed exclusive of any other rights to which those seeking indemnification
may otherwise be entitled.
Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding (including costs connected with the
preparation of a settlement) may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding, if authorized by the Board
of Directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay that amount of the
advance which exceeds the amount which it is ultimately determined that he is
entitled to receive from the Corporation by reason of indemnification as
authorized herein; provided, however, that prior to making any such advance at
least one of the following conditions shall have been met: (1) the indemnitee
shall provide a security for his undertaking, (2) the Corporation shall be
insured against losses arising by reason of any lawful advances, or (3) a
majority of a quorum of the disinterested, non-party directors of the
Corporation, or an independent legal counsel in a written
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opinion, shall determine, based on a review of readily available facts, that
there is reason to believe that the indemnitee ultimately will be found entitled
to indemnification.
Nothing in these Articles of Incorporation or in the By-Laws shall be
deemed to protect or provide indemnification to any director or officer of the
Corporation against any liability to the Corporation or to its security holders
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 ("disabling conduct"), and the Corporation shall not
indemnify any of its officers or directors against any liability to the
Corporation or to its security holders unless a determination shall have been
made in the manner provided hereafter that such liability has not arisen from
such officer's or director's disabling conduct. A determination that an officer
or director is entitled to indemnification shall have been properly made if it
is based upon (1) a final decision on the merits by a court or other body before
whom the proceeding was brought that the indemnitee was not liable by reason of
disabling conduct or, (2) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the indemnitee was not
liable by reason of disabling conduct, by (a) the vote of a majority of a quorum
of directors who are neither "interested persons" of the Corporation as defined
in the Investment Company Act of 1940 nor parties to the proceeding, or (b) an
independent legal counsel in a written opinion.
NINTH: The existence of the Corporation shall be perpetual.
TENTH: Any action required or permitted to be taken by the board of
directors may be taken by written action signed by that number of directors that
would be required to take the same action at a meeting of the board at which all
directors were present.
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ELEVENTH: (a) Notwithstanding any other provision of these Articles of
Incorporation, an affirmative vote of the holders of at least sixty-six and two-
thirds percent (66 2/3%) of the outstanding Common Stock shall be required to
approve, adopt or authorize (i) a conversion of the Corporation from a closed-
end investment company to an open-end investment company, (ii) a merger or
consolidation of the Corporation with any other corporation or a reorganization
or recapitalization, (iii) a sale, lease or transfer of all or substantially all
of the assets of the Corporation (other than in the regular course of the
Corporation's investment activities), or (iv) a liquidation or dissolution of
the Corporation, unless such action has previously been approved, adopted or
authorized by the affirmative vote of two-thirds of the total number of
directors fixed in accordance with the By-Laws.
(b) In addition to the voting requirements imposed by law or by any
other provision of these Articles of Incorporation, the provisions set
forth in this Article ELEVENTH may not be amended, altered or repealed in
any respect, nor may any provision inconsistent with this Article ELEVENTH
be adopted, unless such action is approved by the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the
outstanding Common Stock.
TWELFTH: No person who was or is a director of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary damages
for any breach of fiduciary duty as a director except for liability (a) for any
breach of the director's duty of loyalty to the Corporation or its shareholders,
(b) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (c) under Section 302A.559 or 80A.23
of the Minnesota Business Corporation Act, (d) for any transaction for which the
director derived
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an improper personal benefit or (e) for any act or omission occurring prior to
the date of this Article TWELFTH becomes effective.
THIRTEENTH: (a) The Corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of Incorporation, in
the manner now or hereafter prescribed by statute, and any contract rights
conferred upon the shareholders are granted subject to this reservation.
(b) Notwithstanding the foregoing, the provisions set forth in
Articles SIXTH and ELEVENTH may not be amended, altered or repealed in any
respect, nor may any provision inconsistent with any of such Articles be
adopted unless such amendment, alteration, repeal or inconsistent provision
is approved as specified in each such respective Article.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this
13th day of July, 1987.
/s/ John E. McTavish
--------------------
Incorporator
/s/
----------------
Witness
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STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, Jane Bensley, a notary public, in and for the County of Cook in the
state of Illinois, do hereby certify that John E. McTavish personally known to
me to be the same person whose name is subscribed to the foregoing Articles of
Incorporation, appeared before me this day in person and acknowledged that he
signed and delivered the foregoing Articles of Incorporation as his free and
voluntary act, for the uses and purposes therein set forth.
Given under my hand and official seal this 13th day of July, 1987.
/s/ Jane Bensley
----------------
Notary Public
(Seal)
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