EXHIBIT 2
VAN KAMPEN MERRITT QUALITY MUNICIPAL TRUST
BY-LAWS
These By-Laws (the "By-Laws") are made and adopted pursuant to
Section 3.8 of the Declaration of Trust establishing VAN KAMPEN MERRITT QUALITY
MUNICIPAL TRUST, as from time to time amended (hereinafter called the
"Declaration"). All words and terms capitalized in these By-Laws shall have the
meaning or meanings set forth for such words or terms in the Declaration.
ARTICLE I
Shareholder Meetings
Section 1.1 Chairman. The Chairman, if any, shall act as
chairman at all meetings of the Shareholders; in his absence, the Trustee or
Trustees present at each meeting may elect a temporary chairman for the meeting,
who may be one of themselves.
Section 1.2 Proxies; Voting. Shareholders may vote either in
person or by duly executed proxy and each full share represented at the meeting
shall have one vote, all as provided in Article 10 of the Declaration. No proxy
shall be valid after eleven (11) months from the date of its execution, unless a
longer period is expressly stated in such proxy.
Section 1.3 Closing of Transfer Books and Fixing Record Dates.
For the purpose of determining the Shareholders who are entitled to notice of or
to vote or act at any meeting, including any adjournment thereof, or who are
entitled to participate in any dividends, or for any other proper purpose, the
Trustees may from time to time close the transfer bonds or fix a record date in
the manner provided in Section 10.3 of the Declaration. If the Trustees do not
prior to any meeting of shareholders so fix a record date or close the transfer
books, then the date of mailing notice of the meeting or the date upon which the
dividend resolution is adopted, as the case may be, shall be the record date.
Section 1.4 Inspectors of Election. In advance of any meeting
of Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the Chairman, if any, of any meeting of Shareholders may, and on the
request of any Shareholder or his proxy shall, appoint Inspectors of Election of
the meeting. The number of Inspectors shall be either one or three. If appointed
at the meeting on the request of one or more Shareholders or proxies, a majority
of Shares present shall determine whether one or three Inspectors are to be
appointed, but failure to allow such determination by the Shareholders shall not
affect the validity of the appointment of Inspectors of Election. In case any
person appointed as Inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment made by the Trustees in advance of the
convening of the meeting or at the meeting by the person acting as chairman. The
Inspectors of Election shall determine the number of shares outstanding, the
Shares represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies, shall receive votes, ballots or consents, shall hear and determine all
challenges and questions in any way arising in connection with right to vote,
shall count and tabulate all votes or consents, determine the results, and do
such other acts as may be proper to conduct the election or vote with fairness
to all Shareholders. If there are three Inspectors of Election, the decision,
act or certificate of a majority is effective in all respects as the decision,
act or certificate of all. On request of the Chairman, if any, of the meeting,
or of any Shareholder or his proxy, the Inspectors of Election shall make a
report in writing of any challenge or question or matter determined by them and
shall execute a certificate of any facts found by them.
Section 1.5 Records at Shareholder Meetings. At each meeting
of the Shareholders there shall be open for inspection the minutes of the last
previous Meeting of Shareholders of the Trust and a list of the Shareholders of
the Trust, certified to be true and correct by the Secretary or other proper
agent of the Trust, as of the record date of the meeting or the date of closing
of transfer books, as the case may be. Such list of Shareholders shall contain
the name of each Shareholder in alphabetical order and the address of Shares
owned by such Shareholder. Shareholders shall have such other rights and
procedures of inspection of the books and records of the Trust as are granted to
shareholders of a Massachusetts business corporation.
ARTICLE II
Trustees
Section 2.1 Trustees Meeting. The Trustees shall hold an
annual meeting for the election of officers and the transactions of other
business which may come before such meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Trustees need be
stated in the notice or waiver of notice of such meeting, and no notice need be
given of action proposed to be taken by unanimous written consent.
Section 2.2 Chairman; Records. The Chairman, if any, shall act
as chairman at all meetings of the Trustees; in his absence the Trustees present
shall elect one of their number to act as temporary chairman. The results of all
actions taken at a meeting of the Trustees, or by unanimous written consent of
the Trustees, shall be recorded by the secretary.
ARTICLE III
Officers
Section 3.1 Officers of the Trust. The officers of the Trust
shall consist of a Chairman, if any, a President, a Secretary, a Treasurer and
such other officer or assistant officers, including Vice Presidents, as may be
elected by the Trustees. Any two or more of the offices may be held by the same
person, except that the same person may not be both President and Secretary. The
Trustees may designate the order in which
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the other Vice Presidents may act. The Chairman, if any, shall be a Trustee, but
no other officer of the Trust need be a Trustee.
Section 3.2 Election and Tenure. At the initial organization
meeting and thereafter at each annual meeting of the Trustees, the Trustees
shall elect the Chairman, if any, President, Secretary, Treasurer and such other
officers as the Trustees shall deem necessary, or appropriate in order to carry
out the business of the Trust. Such officers shall hold office until the next
annual meeting of the Trustees and until their successors have been duly elected
and qualified. The Trustees may fill any vacancy in office or add any additional
officers at any time.
Section 3.3 Removal of Officers. Any officer may be removed at
any time, with or without cause, by action of a majority of the Trustees. This
provision shall not prevent the making of a contract of employment for a
definite term with any officer and shall have no effect upon any cause of action
which any officer may have as a result of removal in breach of a contract of
employment. Any officer may resign at any time by notice in writing signed by
such officer and delivered or mailed to the Chairman, if any, President, or
Secretary, and such resignation shall take effect immediately upon receipt by
the Chairman, if any, President, or Secretary, or at a later date according to
the terms of such notice in writing.
Section 3.4 Bonds and Surety. Any officer may be required by
the Trustees to be bonded for the faithful performance of his duties in such
amount and with such sureties as the Trustee may determine.
Section 3.5 Chairman, President, and Vice President. The
Chairman, if any, shall, if present, preside at all meetings of the Shareholders
and of the Trustees and shall exercise and perform such other powers and duties
as may be from time to time assigned to him by the Trustees. Subject to such
supervisory powers, if any, as may be given by the Trustees to the Chairman, if
any, the President shall be the chief executive officer of the Trust and,
subject to the control of the Trustees, shall have general supervision,
direction and control of the business of the Trust and of its employees and
shall exercise such general powers of management as are usually vested in the
office of President of a corporation. Subject to direction of the Trustees, the
Chairman, if any, and the President shall each have power in the name and on
behalf of the Trust or any of its Series to execute any and all loans,
documents, contracts, agreements, deeds, mortgages, registration statements,
applications, requests, filings and other instruments in writing, and to employ
and discharge employees and agents of the Trust. Unless otherwise directed by
the Trustees, the Chairman, if any, and the President shall each have full
authority and power, on behalf of all of the Trustees, to attend and to act to
vote, on behalf of the Trust at any meetings of business organizations in which
the Trust holds an interest, or to confer such powers upon any other persons, by
executing any proxies duly authorizing such persons. The Chairman, if any, and
the President shall have such further authorities and duties as the Trustees
shall from time to time determine. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Trustees
or, if more than one and not ranked, the Vice President designated by the
Trustees, shall perform all of the duties of the President, and when so acting
shall have all
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the powers of and be subject to all of the restrictions upon the President.
Subject to the direction of the Trustees, and of the President, each Vice
President shall have the power in the name and on behalf of the Trust to execute
any and all instruments in writing, and, in addition, shall have such other
duties and powers as shall be designated from time to time by the Trustees or by
the President.
Section 3.6 Secretary. The Secretary shall keep the minutes of
all meetings of, and record all votes of, Shareholders, Trustees and the
Executive Committee, if any. He shall be custodian of the seal of the Trust, if
any, and he (and any person so authorized by the Trustees) shall affix the seal
or, if permitted, facsimile thereof, to any instrument executed by the Trust
which would be sealed by a Massachusetts business corporation executing the same
or a similar instrument and shall attest the seal and the signature or
signatures of the officer or officers executing any other duties commonly
incident to such office in a Massachusetts business corporation, and shall have
such other authorities and duties as the Trustees shall from time to time
determine.
Section 3.7 Treasurer. Except as otherwise directed by the
Trustees, the Treasurer shall have the general supervision of the monies, funds,
securities, notes receivable and other valuable papers and documents of the
Trust, and shall have and exercise under the supervision of the Trustees and of
the President all powers and duties normally incident to his office. He may
endorse for deposit or collection all notes, checks and other instruments
payable to the Trust or to its order. He shall deposit all funds of the Trust in
such depositories as the Trustee shall designate. He shall be responsible for
such disbursement of the funds of the Trust as may be ordered by the Trustees or
the President. He shall keep accurate account of the books of the Trust's
transactions which shall be the property of the Trust, and which together with
all other property of the Trust in his possession, shall be subject at all times
to the inspection and control of the Trustees. Unless the Trustees shall
otherwise determine, the Treasurer shall be the principal accounting officer of
the Trust and shall also be the principal financial officer of the Trust. He
shall have such other duties and authorities as the Trustees shall from time to
time determine. Notwithstanding anything to the contrary herein contained, the
Trustees may authorize any adviser, administrator, manager or transfer agent to
maintain bank accounts and deposit and disburse funds of the Trust.
Section 3.8 Other Officers and Duties. The Trustees may elect
such other officers and assistant officers as they shall from time to time
determine to be necessary or desirable in order to conduct the business of the
Trust. Assistant officers shall act generally in the absence of the officer whom
they assist and shall assist that officer in the duties of his office. Each
officer, employee and agent of the Trust shall have such other duties and
authority as may be conferred upon him by the Trustees or delegated to him by
the President.
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ARTICLE IV
Miscellaneous
Section 4.1 Depositories. In accordance with Section 8.1 of
the Declaration, the funds of the Trust shall be deposited in such depositories
as the Trustees shall designate and shall be drawn out on checks, drafts or
other orders signed by such officer, officers, agent or agents (including the
adviser, administrator or manager), as the Trustees may from time to time
authorize.
Section 4.2 Signatures. All contracts and other instruments
shall be executed on behalf of the Trust by its properly authorized officers,
agent or agents, as provided in the Declaration or By-Laws or as the Trustees
may from time to time by resolution provide.
Section 4.3 Seal. The seal of the Trust, if any, may be
affixed to any instrument, and the seal and its attestation may be lithographed,
engraved or otherwise printed on any document with the same force and effect as
if it had been imprinted and affixed manually in the same manner and with the
same force and effect as if done by a Massachusetts business corporation.
ARTICLE V
Stock Transfers
Section 5.1 Transfer Agents, Registrars and the Like. As
provided in Section 4.3 of the Declaration, the Trustees shall have authority to
employ and compensate such transfer agents and registrars with respect to the
Shares of the Trust as the Trustees shall deem necessary or desirable. In
addition, the Trustees shall have power to employ and compensate such dividend
disbursing gents, warrant agents and agents for the reinvestment of dividends as
they shall deem necessary or desirable. Any of such agents shall have such power
and authority as is delegated to any of them by the Trustees.
Section 5.2 Transfer of Shares. The Shares of the Trust shall
be transferable on the books of the Trust only upon delivery to the Trustees or
a transfer agent of the Trust of proper documentation as provided in Section 6.6
of the Declaration. The Trust, or its transfer agents, shall be authorized to
refuse any transfer unless and until presentation of such evidence as may be
reasonably required to show that the requested transfer is proper.
Section 5.3 Registered Shareholders. The Trust may deem and
treat the holder of record of any Shares the absolute owner thereof for all
purposes and shall not be required to take any notice of any right or claim of
right of any other person.
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ARTICLE VI
Amendment of By-Laws
Section 6.1 Amendment and Repeal of By-Laws. In accordance
with Section 3.8 of the Declaration, the Trustees shall have the power to alter,
amend or repeal the By-Laws or adopt new By-Laws at any time; provided, however,
that By-Laws adopted by the Shareholders may, if such By-Laws so state, be
altered, amended or repealed only by the Shareholders and not the Trustees.
Action by the Trustees with respect to the By-Laws shall be taken by an
affirmative vote of a majority of the Trustees. The Trustees shall in no event
adopt By-Laws which are in conflict with the Declaration, and any apparent
inconsistency shall be construed in favor of the related provisions in the
Declaration.
The Declaration of Trust establishing the Van Kampen Merritt
Quality Municipal Trust, dated as of July 19, 1991, a copy of which, together
with all amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name Van Kampen Merritt Quality
Municipal Trust refers to the Trustees under the Declaration collectively as
Trustees, but not as individuals or personally; and no Trustee, Shareholder,
officer, employee or agent of the Van Kampen Merritt Quality Municipal Trust
shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of said Van Kampen Merritt Quality Municipal Trust
but the Trust Property only shall be liable.
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ARTICLES OF AMENDMENT
FIRST: On April 21, 2005, the Board of Trustees of each of the closed-end
funds listed in Exhibit A hereto (each a "Fund"), pursuant to the provisions of
Section 6.1 of the By-Laws of each Fund, authorized an amendment to each Fund's
By-Laws to allow for certain telephone and electronic voting of proxies.
SECOND: Pursuant to the provisions of Section 6.1 of the By-Laws, the
following amendments to the By-Laws have been duly adopted and approved by a
majority of the Trustees of the Fund.
Section 1.2 of each Fund's By-Laws is hereby amended to add the following
sentence at the end of such Section 1.2:
The placing of a shareholder's name on a proxy pursuant to telephone or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such shareholder shall constitute execution of such proxy by or on behalf of
such shareholder.
Exhibit A
Van Kampen Municipal Income Trust
Van Kampen California Municipal Trust
Van Kampen High Income Trust
Van Kampen High Income Trust II
Van Kampen Investment Grade Municipal Trust
Van Kampen Senior Loan Fund
Van Kampen Senior Income Trust
Van Kampen Municipal Trust
Van Kampen California Quality Municipal Trust
Van Kampen Florida Quality Municipal Trust
Van Kampen New York Quality Municipal Trust
Van Kampen Ohio Quality Municipal Trust
Van Kampen Trust for Insured Municipals
Van Kampen Trust for Investment Grade Municipals
Van Kampen Trust for Investment Grade California Municipals
Van Kampen Trust for Investment Grade Florida Municipals
Van Kampen Trust for Investment Grade New Jersey Municipals
Van Kampen Trust for Investment Grade New York Municipals
Van Kampen Municipal Opportunity Trust
Van Kampen Advantage Municipal Income Trust
Van Kampen Strategic Sector Municipal Trust
Van Kampen Value Municipal Income Trust
Van Kampen California Value Municipal Income Trust
Van Kampen Massachusetts Value Municipal Income Trust
Van Kampen New York Value Municipal Income Trust
Van Kampen Ohio Value Municipal Income Trust
Van Kampen Municipal Opportunity Trust II
Van Kampen Advantage Municipal Income Trust II
Van Kampen Select Sector Municipal Trust
Van Kampen Pennsylvania Value Municipal Income Trust
Van Kampen Trust for Investment Grade Pennsylvania Municipals
Van Kampen Pennsylvania Quality Municipal Trust
Van Kampen Advantage Pennsylvania Municipal Income Trust