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EXHIBIT (3.1)
LIBERTE' INVESTORS
(Formerly Lomas & Nettleton Mortgage Investors)
BY-LAWS
These Articles are the By-Laws of Liberte' Investors, a business trust
organized under the laws of the Commonwealth of Massachusetts by a Declaration
of Trust made the 26th day of June, 1969, and recorded in the Registry of Deeds
of Suffolk County. These By-Laws have been adopted by the Trustees pursuant to
Section 2.6 of the Declaration of Trust.
All words and terms capitalized in these By-Laws, unless otherwise
defined herein, shall have the same meanings as they have in the Declaration of
Trust.
ARTICLE 1
SHAREHOLDERS AND SHAREHOLDERS' MEETINGS
SECTION 1.1. The Annual Meeting of Shareholders shall be held
after delivery to the Shareholders of the Annual Report described in Section
2.9 of the Declaration and within six months of the end of each fiscal year
commencing with the end of the first full fiscal year. Annual Meetings of
Shareholders shall be held at such time, on such day and at such place, as the
Trustee may from time to time determine by resolution.
SECTION 1.2. Special meetings of Shareholders shall be held in
accordance with Section 6.3 of the Declaration and shall be at such time, on
such day and at such place as provided for therein. Notice of special meetings
of Shareholders requested by Shareholders as provided in Section 6.3 of the
Declaration shall be given by the President no later than thirty (30) days
after receipt by the President of such request.
SECTION 1.3. A Majority of the Trustees may designate or elect a
Trustee to preside at any Shareholders' meeting as "Chairman of the Meeting."
In the absence of such designation or election, the President shall preside at
Shareholders' meetings as Chairman of the Meeting; in his absence, the Trustees
present at each meeting shall elect one of their number as Chairman of the
Meeting. Unless otherwise provided for by the Trustees, the Secretary of the
Trust shall be the secretary of such meetings.
SECTION 1.4. At any Shareholders' meeting the Chairman of the
Meeting shall determine the construction or interpretation of the Declaration
or the By-Laws, or any part thereof, and the ruling of the Chairman of the
Meeting shall be final.
SECTION 1.5. At each meeting of Shareholders, except as
otherwise provided by the Declaration, every holder of record of Shares
entitled to vote shall be entitled to one vote in person or by proxy for each
full Share standing in his name on the register of the Trust. The form of any
such proxy may be prescribed from time to time by resolution or approval of the
Trustees. Except as provided in the Declaration, all action shall be
determined by a majority of the votes cast at such meeting. At all meetings of
the Shareholders, voting shall be by ballot for
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the approval required by Section 6.10 of the Declaration and for all matters
which may be binding upon the Trustees pursuant to Section 6.6 of the
Declaration. On all other matters, voting of Shareholders need not be by
ballot unless otherwise provided for by the Declaration or by the Trustees.
SECTION 1.6. The Board of Trustees in advance of any meeting of
Shareholders may appoint one or more "Inspectors of Election" to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the Chairman of the Meeting may, and on the request of any
Shareholder entitled to vote shall, appoint one or more Inspectors of Election.
Each Inspector of Election, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of Inspector of
Election at such meeting with strict impartiality and according to the best of
his ability. If appointed, Inspectors of Election shall take charge of the
polls and, when the vote is completed, shall make a certificate of the result
of the vote taken and of such other facts as may be required by law.
SECTION 1.7. In the event that any certificate for Shares is
lost, stolen, destroyed or mutilated, the Board of Trustees may authorize the
issuance of a new certificate of the same tenor and for the same number of
Shares in lieu thereof. The Board may in its discretion, before the issuance
of such new certificate, require the owner of the lost, stolen, destroyed or
mutilated certificate, or the legal representative of the owner to make an
affidavit or affirmation setting forth such facts as to the loss, destruction
or mutilation as it deems necessary, and to give the Trust a bond in such
reasonable sum as it directs to indemnify the Trust.
ARTICLE 2
TRUSTEES AND TRUSTEES' MEETING
SECTION 2.1. The Board of Trustees shall consist of three
persons and, thereafter, shall consist of such number of Trustees, not less
than three (3) nor more than seven (7), as from time to time shall be fixed by
a resolution passed by a majority of the whole Board.
SECTION 2.2. An annual meeting of the Trustees shall be held
immediately following the Annual Meeting of Shareholders, as provided in
Section 2.7 of the Declaration. Other meetings of the Trustees shall be called
in accordance with Section 2.7 of the Declaration at such time, on such day and
at such place as shall be designated by the notice provided for therein.
Notice of each Trustees' meeting shall be mailed or delivered to the last known
address of the Trustee or to such other address as may be specified by the
Trustee to the President or Secretary. Written notices need not be manually
signed. Unless otherwise specified in the notice, any and all business may be
transacted at any Trustees' meeting.
SECTION 2.3. All meetings of the Trustees may be held within or
without the Commonwealth of Massachusetts.
SECTION 2.4. A majority of the Trustees may designate or elect a
Trustee to preside at Trustees' meetings. In the absence of such designation
or election, the President shall preside at Trustees' meetings; in his absence,
the Trustees present at each meeting shall elect one of their number as
chairman.
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SECTION 2.5. Voting at Trustees' Meetings may be conducted
orally, by show of hands, or, if requested by any Trustee, by written ballot.
The results of all voting shall be recorded by the Secretary in the minute
book.
SECTION 2.6. All other rules of conduct adopted and used at
Trustees' meetings shall be determined by the chairman whose ruling on all
procedural matters shall be final.
SECTION 2.7. Nothing in this Article 2 shall limit the power of
the Trustees to take action by means of a written instrument without a meeting
as provided in Section 2.7 of the Declaration.
ARTICLE 3
OFFICERS
SECTION 3.1. The Officers of the Trust shall be a President, who
shall be a Trustee, a Secretary and a Treasurer, who need not be a Trustee, and
may include such other officers (any of whom need not be Trustees) as may be
determined from time to time by the Trustees. The Trustees may also elect from
among their number a Chairman of the Board of Trustees.
SECTION 3.2. The President, Secretary and Treasurer shall be
elected by the Trustees at their first meeting and thereafter at the annual
meeting of the Trustees, as provided in Section 2.5 of the Declaration. The
President, Secretary and Treasurer shall hold office until the next annual
meeting of the Trustees and until their successors have been duly elected and
qualified and may be removed at any meeting by an affirmative vote of a
Majority of the Trustees.
SECTION 3.3. All officers of the Trust other than the President,
Secretary and Treasurer, may be elected or appointed at any meeting of the
Trustees or may be appointed by the President. Such officers shall hold office
for any term, or indefinitely, as determined by the Trustees or President,
subject to removal. With or without cause, at any time by the Trustees or
President. The names of all such officers appointed by the President shall be
submitted at the next succeeding meeting of the Trustees and recorded in the
minutes of said meeting.
SECTION 3.4. Any officer may resign at any time by giving
written notice to the Board of Trustees or to the President. Such resignation
shall take effect at the time specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. If the office of any officer or agent becomes vacant by
reason of death, resignation, retirement, disqualification, removal from office
or otherwise, the Trustees may choose a successor, who shall hold office for
the unexpired term in respect of which such vacancy occurred.
SECTION 3.5. The Trustees may, at their discretion, direct any
officer appointed by them to furnish at the expense of the Trust a fidelity
bond approved by the Trustees, in such amount as the Trustees may prescribe.
SECTION 3.6. The Chairman of the Board of Trustees. If one be
elected, shall have and perform such duties as from time to time may be
assigned to him by the Board of Trustees.
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SECTION 3.7. The President shall be the chief executive officer
of the Trust and shall, unless otherwise provided by the Trustees, preside at
all meetings of the Board of Trustees and of the Shareholders. He shall
exercise the powers and perform the duties usual to the chief executive officer
and, subject to the control of the Board of Trustees, shall have general
management and control of the affairs and business of the Trust; he shall
appoint and discharge employees and agents of the Trust (other than officers
elected by the Board of Trustees); and he shall see that all orders and
resolutions of the Board of Trustees are carried into effect. He shall have
the power to execute bonds, mortgages and other contracts, agreements and
instruments of the Trust, and shall do and perform such other duties as from
time to time may be assigned to him by the Board of Trustees.
SECTION 3.8. If chosen, the Vice Presidents, in the order of
their seniority, shall, in the absence or disability of the President, exercise
all of the powers and duties of the President. Such Vice Presidents shall have
the power to execute bonds, notes, mortgages and other contracts, agreements
and instruments of the Trust, and shall do and perform such other duties
incident to the office of Vice President and as the Board of Trustees or the
President shall direct.
SECTION 3.9. The Secretary shall, if requested by the Trustees,
attend all sessions of the Board of Trustees and all meetings of the
Shareholders and record all votes and the minutes of proceedings in a book to
be kept for that purpose. He shall, if requested, give, or cause to be given,
notice of all meetings of the Shareholders and of the Board of Trustees, and
shall perform such other duties as may be prescribed by the Board of Trustees.
The Secretary shall affix the corporate seal to any instrument requiring it,
and when so affixed, it shall be attested by the signature of the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer who may affix
the seal to any such instrument in the event of the absence or disability of
the Secretary. The Secretary shall have and be the custodian of the Share
records and all other books, records and papers of the Trust (other than
financial) and shall see that all books, reports, statements, certificates and
other documents and records required by law are properly kept and filed.
SECTION 3.10. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust and shall deposit
all moneys, and other valuable effects in the name and to the credit of the
Trust, in such depositories as may be designated by the Board of Trustees. He
shall disburse the funds of the Trust as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the Trustees
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the Trust.
SECTION 3.11. Duties of Officers may be Delegated. In case of
the absence or disability of any officer of the Trust, or for any other reason
that the Board may deem sufficient, the Board may delegate, for the time being,
the powers or duties, or any of them, of such officer to any other officer, or
to any Trustee.
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ARTICLE 4
COMMITTEES
SECTION 4.1. The Trustees may at any time, at their discretion,
elect an Executive Committee consisting of not less than two Trustees, to serve
for such term as the Trustees may decide. The Executive Committee may exercise
such powers of the Trustees as may be delegated to it by the Trustees. Minutes
of each meeting of the Executive Committee shall be distributed by the
Secretary to all of the Trustees at or prior to the meeting of the Trustees
next succeeding such meeting of the Executive Committee. If the Executive
Committee consists of two members, the presence of both members shall be
necessary to constitute a quorum for the transaction of business of any meeting
of the Executive Committee. If the Executive Committee consists of three or
more members, the presence in person of two-thirds of its members shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Executive Committee. Meetings shall be called upon request of any
member of the Executive Committee.
SECTION 4.2. The Trustees may appoint from among their number
such other committees as they may from time to time deem desirable, to continue
for such time and to exercise such powers as the Trustees may prescribe. Any
action permitted to be taken at any meeting of any committee may be taken
without a meeting if all members of the committee consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
committee.
SECTION 4.3. Each committee (including the Executive Committee)
elected or appointed by the Trustees may adopt such standing rules and
regulations for the conduct of its affairs as it may deem desirable, subject to
review and approval of such rules and regulations by the Trustees at the next
succeeding meeting of the Trustees.
ARTICLE 5
AMENDMENTS
SECTION 5.1. These By-Laws may be amended or repealed, or new
by-laws adopted, at any meeting of the Board of Trustees by the vote of at
least a majority of the entire Board.
SECTION 5.2. Any proposal to amend or repeal these By-Laws or to
adopt new by-laws shall be stated in the notice of the meeting of the Board of
Trustees, or in the waiver of notice thereof, as the case may be, unless all of
the Trustees are present at such meeting.
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