The Central and Eastern Europe Fund, Inc.
(a Maryland corporation)
Bylaws
(Amended and Restated as of May 4, 2018)
ARTICLE I
Offices
Section 1. Principal Office. The principal office of The Central and
Eastern Europe Fund, Inc. (the "Corporation") shall be located at such
place or places as the Board of Directors may designate.
Section 2. Additional Offices. The Corporation may have additional
offices at such places as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
Stockholders
Section 1. Place of Meetings. All meetings of the stockholders of the
Corporation shall be held at the principal office of the Corporation or
at such other place as may from time to time be set by the Board of
Directors and stated in the notice of meeting.
Section 2. Annual Meetings. An annual meeting of the stockholders for
the election of Directors and transaction of any business within the
powers of the Corporation shall be held on a date and time and at a
place set by the Board of Directors each year and stated in the notice
of the meeting.
Section 3. Special Meetings. (a) General. The President, Chief
Executive Officer or Board of Directors may call a special meeting of the
stockholders. Subject to subsection (b) of this Section 3, a special
meeting of stockholders shall also be called by the Secretary of the
Corporation upon the written request of the stockholders entitled to
cast not less than a majority of all the votes entitled to be cast at
such meeting.
(b) Stockholder-Requested Special Meetings. (1) Any stockholder of
record seeking to have stockholders request a special meeting
shall, by sending written notice to the Secretary (the "Record
Date Request Notice") by registered mail, return receipt
requested, request the Board of Directors to fix a record date
to determine the stockholders entitled to request a special
meeting (the "Request Record Date"). The Record Date Request
Notice shall set forth the purpose of the meeting and the matters
proposed to be acted on at it, shall be signed by one or more
stockholders of record as of the date of signature (or their duly
authorized agents), shall bear the date of signature of each such
stockholder (or other agent) and shall set forth all information
relating to each such stockholder that must be disclosed in
solicitations of proxies for election of Directors in an election
contest (even if an election contest is not involved), or is
otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or pursuant to the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and the rules promulgated
thereunder. Upon receiving the Record Date Request Notice, the
Board of Directors may fix a Request Record Date. The Request
Record Date shall not precede and shall not be more than ten days
after the close of business on the date on which the resolution
fixing the Request Record Date is adopted by the Board of
Directors. If the Board of Directors, within ten days after the
date on which a valid Record Date Request Notice is received,
fails to adopt a resolution fixing the Request Record Date and
make a public announcement of such Request Record Date, the
Request Record Date shall be the close of business on the tenth
day after the first date on which the Record Date Request Notice
is received by the Secretary.
(2) In order for any stockholder to request a special meeting to
act on any matter that may properly be considered at a meeting of
stockholders, one or more written requests for a special meeting
signed by stockholders of record (or their duly authorized agents)
as of the Request Record Date entitled to cast not less than a
majority (the "Special Meeting Percentage") of all of the votes
entitled to be cast on such matter at such meeting (the "Special
Meeting Request") shall be delivered to the Secretary. In
addition, the Special Meeting Request shall set forth the purpose
of the meeting and the matters proposed to be acted on at it
(which shall be limited to the matters set forth in the Record
Date Request Notice received by the Secretary), shall bear the
date of signature of each such stockholder (or other agent)
signing the Special Meeting Request, shall set forth the name and
address, as they appear in the Corporation's books, of each
stockholder signing such request (or on whose behalf the Special
Meeting Request is signed), the class and number of shares of stock
of the Corporation which are owned of record and beneficially by
each such stockholder and the nominee holder for, and number of,
shares of stock of the Corporation owned beneficially but not of
record by such stockholder, shall be sent to the Secretary by
registered mail, return receipt requested, and shall be received by
the Secretary within 60 days after the Request Record Date. Any
requesting stockholder may revoke his, her or its request for a
special meeting at any time by written revocation delivered to the
Secretary.
(3) The Secretary shall inform the requesting stockholders of the
reasonably estimated cost of preparing and mailing the notice of
meeting (including the Corporation's proxy materials). The
Secretary shall not be required to call a special meeting upon
stockholder request and such meeting shall not be held unless, in
addition to the documents required by paragraph (2) of this
Section 3(b), the Secretary receives payment of such reasonably
estimated cost prior to the preparation and mailing or delivery of
any notice of the meeting.
(4) Except as provided in the next sentence, any special meeting
shall be held at such place, date and time as may be designated
by the President, Chief Executive Officer or Board of Directors,
whoever has called the meeting. In the case of any special
meeting called by the Secretary upon the request of stockholders
(a "Stockholder-Requested Meeting"), such meeting shall be held
at such place, date and time as may be designated by the Board of
Directors; provided, however, that the date of any
Stockholder-Requested Meeting shall be not more than 90 days after
the record date for such meeting (the "Meeting Record Date"); and
provided further that if the Board of Directors fails to
designate, within ten days after the date that a valid Special
Meeting Request is actually received by the Secretary (the
"Delivery Date"), a date and time for a Stockholder-Requested
Meeting, then such meeting shall be held at 2:00 p.m. local time
on the 90th day after the Meeting Record Date or, if such 90th day
is not a Business Day (as defined below), on the first preceding
Business Day; and provided further that in the event that the
Board of Directors fails to designate a place for a
Stockholder-Requested Meeting within ten days after the Delivery
Date, then such meeting shall be held at the principal executive
offices of the Corporation. In fixing a date for any special
meeting, the President, Chief Executive Officer or Board of
Directors may consider such factors as he, she or it deems
relevant within the good faith exercise of business judgment,
including, without limitation, the nature of the matters to be
considered, the facts and circumstances surrounding any request
for meeting and any plan of the Board of Directors to call an
annual meeting or a special meeting. In the case of any
Stockholder-Requested Meeting, if the Board of Directors fails to
fix a Meeting Record Date that is a date within 30 days after the
Delivery Date, then the close of business on the 30th day after
the Delivery Date shall be the Meeting Record Date.
(5) If at any time as a result of written revocations of requests
for the special meeting, stockholders of record (or their duly
authorized agents) as of the Request Record Date entitled to cast
less than the Special Meeting Percentage shall have delivered and
not revoked requests for a special meeting, the Secretary may
refrain from mailing the notice of the meeting or, if the notice
of the meeting has been mailed, the Secretary may revoke the
notice of the meeting at any time before ten days before the
meeting if the Secretary has first sent to all other requesting
stockholders written notice of such revocation and of intention
to revoke the notice of the meeting. Any request for a special
meeting received after a revocation by the Secretary of a notice
of a meeting shall be considered a request for a new special
meeting.
(6) The Chairman of the Board of Directors, the President or the
Board of Directors may appoint regionally or nationally recognized
independent inspectors of elections to act as the agent of the
Corporation for the purpose of promptly performing a ministerial
review of the validity of any purported Special Meeting Request
received by the Secretary. For the purpose of permitting the
inspectors to perform such review, no such purported request shall
be deemed to have been delivered to the Secretary until the
earlier of (i) five Business Days after receipt by the Secretary
of such purported request and (ii) such date as the independent
inspectors certify to the Corporation that the valid requests
received by the Secretary represent stockholders of record
entitled to cast not less than the Special Meeting Percentage.
Nothing contained in this paragraph (6) shall in any way be
construed to suggest or imply that the Corporation or any
stockholder shall not be entitled to contest the validity of
any request, whether during or after such five Business Day
period, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive
relief in such litigation).
(7) For purposes of these Bylaws, "Business Day" shall mean any
day other than a Saturday, a Sunday or a day on which banking
institutions in the State of New York are authorized or
obligated by law or executive order to close.
Section 4. Notice of Meetings of Stockholders. Not less than ten
nor more than 90 days before each meeting of stockholders, the
Secretary shall give to each stockholder entitled to vote at such
meeting and to each stockholder not entitled to vote who is
entitled to notice of the meeting notice in writing or by electronic
transmission stating the time and place of the meeting and, in the case
of a special meeting or as otherwise may be required by any statute, the
purpose for which the meeting is called, either by mail, presenting it
to the stockholder personally, leaving it at the stockholder's residence
or usual place of business, by electronic transmission or transmitting
the notice to the stockholder in any other manner authorized by law. If
mailed, notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at the stockholder's post
office address as it appears upon the books of the Corporation, with
postage thereon prepaid. If transmitted electronically, such notice
shall be deemed to be given when transmitted to the stockholder by an
electronic transmission to any address or number of the stockholder at
which the stockholder receives electronic transmissions. The
Corporation may give a single notice to all stockholders who share an
address, which single notice shall be effective as to any stockholder
at such address, unless a stockholder objects to receiving such single
notice or revokes a prior consent to receiving such single notice.
Failure to give notice of any meeting to one or more stockholders, or
any irregularity in such notice, shall not affect the validity of any
meeting fixed in accordance with this Article II or the validity of any
proceedings at any such meeting. The Corporation may postpone or cancel
a meeting of stockholders by making a public announcement (as defined
in Section 13(c)(3) of this Article II) of such postponement or
cancellation prior to the meeting. Notice of the date, time and place
to which the meeting is postponed shall be given not less than ten days
prior to such date and otherwise in the manner set forth in this section.
Section 5. Scope of Notice. Any business of the Corporation may be
transacted at an annual meeting of stockholders without being
specifically designated in the notice, except such business as is
required by any statute to be stated in such notice. No business shall
be transacted at a special meeting of stockholders except as
specifically designated in the notice.
Section 6. Quorum. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast one-third of all the
votes entitled to be cast at such meeting shall constitute a quorum; but
this section shall not affect any requirement under any statute or the
charter of the Corporation for the vote necessary for the adoption of
any measure. If, however, such quorum shall not be present at any
meeting of the stockholders, the chairman of the meeting, in accordance
with Section 12 of this Article II of these Bylaws, shall have the power
to adjourn the meeting from time to time to a date not more than 120
days after the original record date without notice other than
announcement at the meeting. At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally notified.
The stockholders present either in person or by proxy, at a meeting
which has been duly called and at which a quorum has been established,
may continue to transact business until adjournment, notwithstanding the
withdrawal from the meeting of enough stockholders to leave stockholders
with fewer shares than would be required to establish a quorum.
Section 7. Voting. A nominee for Director shall be elected as a
Director only if such nominee receives the affirmative vote of a
majority of the total number of votes entitled to be cast thereon at a
meeting of stockholders duly called and at which a quorum is present.
Each share may be voted for as many individuals as there are Directors
to be elected and for whose election the share is entitled to be voted.
A majority of the votes cast at a meeting of stockholders duly called
and at which a quorum is present shall be sufficient to approve any
other matter which may properly come before the meeting, unless more
than a majority of the votes cast is required by statute or by the
charter of the Corporation. Unless otherwise provided in the charter,
each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders.
Section 8. Proxies. A stockholder may cast the votes entitled to be
cast by the shares of stock of the Corporation owned of record by him,
her or it either in person or by proxy executed by the stockholder or
the stockholder's duly authorized agent in any manner authorized by
law. Such proxy shall be filed with the Secretary of the Corporation
before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided
in the proxy.
Section 9. Voting of Stock by Certain Holders. Stock of the Corporation
registered in the name of a corporation, limited liability company,
partnership, joint venture, trust or other entity, if entitled to be
voted, may be voted by the President or a Vice President, member,
manager, general partner or trustee thereof, as the case may be, or a
proxy appointed by any of the foregoing individuals, unless some other
person who has been appointed to vote such stock pursuant to a bylaw or
a resolution of the governing body of such corporation or other entity
or agreement of the partners of a partnership presents a certified copy
of such bylaw, resolution or agreement, in which case such person may
vote such stock. Any Director or other fiduciary may vote stock
registered in his or her name as such fiduciary, either in person or by
proxy.
Shares of stock of the Corporation directly or indirectly owned by it
shall not be voted at any meeting and shall not be counted in
determining the total number of outstanding shares entitled to be voted
at any given time, unless they are held by it in a fiduciary capacity,
in which case they may be voted and shall be counted in determining the
total number of outstanding shares at any given time.
The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of
stock registered in the name of the stockholder are held for the
account of a specified person other than the stockholder. The
resolution shall set forth the class of stockholders who may make the
certification, the purpose for which the certification may be made, the
form of certification and the information to be contained in it; if the
certification is with respect to a record date or closing of the stock
transfer books, the time after the record date or closing of the stock
transfer books within which the certification must be received by the
Corporation; and any other provisions with respect to the procedure
which the Board of Directors considers necessary or desirable. On
receipt of such certification, the person specified in the certification
shall be regarded as, for the purposes set forth in the certification,
the stockholder of record of the specified stock in place of the
stockholder who makes the certification.
Section 10. Inspectors. The Board of Directors, in advance of any
meeting, may, but need not, appoint one or more individual inspectors
or one or more entities that designate individuals as inspectors to act
at the meeting or any adjournment thereof. If an inspector is, or
inspectors are, not appointed, the person presiding at the meeting may,
but need not, appoint one or more inspectors. In case any person who
may be appointed as an inspector fails to appear or act, the vacancy may
be filled by appointment made by the Board of Directors in advance of
the meeting or at the meeting by the chairman of the meeting. The
inspectors, if any, shall (i) determine the number of shares of stock
represented at the meeting, in person or by proxy, and the validity and
effect of proxies, (ii) receive and tabulate all votes, ballots or
consents, (iii) report such tabulation to the chairman of the meeting,
(iv) hear and determine all challenges and questions arising in
connection with the right to vote, and (v) do such acts as are proper to
fairly conduct the election or vote. Each such report shall be in
writing and signed by the inspector or by a majority of them if there is
more than one inspector acting at such meeting. If there is more than
one inspector, the report of a majority shall be the report of the
inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be
prima facie evidence thereof.
Section 11. Presiding Officer - Stockholders Meetings. At every meeting
of stockholders, an individual appointed by the Board of Directors to be
chairman of the meeting shall conduct the meeting or, in the absence of
such appointment or appointed individual, the Chairman of the Board, if
there be one, shall conduct the meeting or, in the case of vacancy in
office or absence of the Chairman of the Board, one of the following
Directors or officers present shall conduct the meeting in the order
stated: the Vice Chairman of the Board, if there be one, the Chief
Executive Officer, the President, the Vice Presidents in their order of
rank and seniority, or a chairman chosen by the stockholders entitled to
cast a majority of the votes which all stockholders present in person or
by proxy are entitled to cast, shall act as chairman, and the Secretary,
or, in his or her absence, an Assistant Secretary, or in the absence of
both the Secretary and Assistant Secretaries, a person appointed by the
chairman shall act as secretary.
Section 12. Conduct of Stockholders Meetings. The order of business and
all other matters of procedure at any meeting of stockholders shall be
determined by the chairman of the meeting. The chairman of the meeting
may prescribe such rules, regulations and procedures and take such
action as, in the discretion of such chairman, are appropriate for the
proper conduct of the meeting, including, without limitation,
(a) restricting admission to the time set for the commencement of the
meeting; (b) limiting attendance at the meeting to stockholders of
record of the Corporation, their duly authorized proxies or other such
persons as the chairman of the meeting may determine; (c) limiting
participation at the meeting on any matter to stockholders of record of
the Corporation entitled to vote on such matter, their duly authorized
proxies or other such persons as the chairman of the meeting may
determine; (d) limiting the time allotted to questions or comments by
participants; (e) determining when and for how long the polls should
be opened and when the polls should be closed; (f) maintaining order
and security at the meeting; (g) concluding the meeting or recessing or
adjourning the meeting to a later date and time and a place announced at
the meeting and (h) complying with any state and local laws and
regulations concerning safety and security. Unless otherwise
determined by the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of
parliamentary procedure.
Section 13.
Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals. (a) Annual Meetings of Stockholders. (1)
Nominations of individuals for election to the Board of Directors and
the proposal of other business to be considered by the stockholders
may be made at an annual meeting of stockholders (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the
Board of Directors or (iii) by any stockholder of the Corporation who
was a stockholder of record as of the record date set by the Board of
Directors for the purpose of determining stockholders entitled to vote
at the annual meeting, at the time of giving of notice by the
stockholder as provided for in this Section 13(a) and at the time of
the annual meeting, who is entitled to vote at the meeting in the
election of each individual so nominated or on any such other business
and who has complied with this Section 13(a).
(2) For any nomination or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 13, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation
and, in the case of any such other business, such other business must
otherwise be a proper matter for action by the stockholders. To be
timely, a stockholder's notice shall set forth all information
required under this Section 13 and shall be delivered to the Secretary
of the Corporation not earlier than the 150th day nor later than 5:00
p.m., Eastern Time, on the 120th day prior to the first anniversary of
the date of the proxy statement (as defined in Section 13(c)(3) of
this Article II) for the preceding year's annual meeting; provided,
however, that, in the event that the date of the annual meeting is
advanced or delayed by more than 30 days from the first anniversary of
the date of the preceding year's annual meeting, in order for notice
by the stockholder to be timely, such notice must be so delivered not
earlier than the 150th day prior to the date of such annual meeting
and not later than 5:00 p.m., Eastern Time, on the later of the 120th
day prior to the date of such annual meeting or the tenth day
following the day on which public announcement of the date of such
meeting is first made. The public announcement of a postponement or
adjournment of an annual meeting shall not commence a new time period
for the giving of a stockholder's notice as described above.
(3) Such stockholder's notice shall set forth:
(i) as to each individual whom the stockholder proposes to
nominate for election or reelection as a Director (each, a
"Proposed Nominee"),
(A) all information relating to the Proposed Nominee that
would be required to be disclosed in connection with the
solicitation of proxies for the election of the Proposed
Nominee as a Director in an election contest (even if an
election contest is not involved), or would otherwise be
required in connection with such solicitation, in each case
pursuant to Regulation 14A (or any successor provision)
under the Exchange Act and the rules thereunder; and
(B) whether such stockholder believes any such Proposed
Nominee is, or is not, an "interested person" of the
Corporation, as defined in the Investment Company Act, and
information regarding such individual that is sufficient, in
the discretion of the Board of Directors or any committee
thereof or any authorized officer of the Corporation, to make
such determination;
(ii) as to any other business that the stockholder proposes to
bring before the meeting, a description of such business, the
stockholder's reasons for proposing such business at the meeting
and any material interest in such business of such stockholder or
any Stockholder Associated Person (as defined below), individually
or in the aggregate, including any anticipated benefit to the
stockholder or the Stockholder Associated Person therefrom, other
than an interest arising from the ownership of Company Securities
where such stockholder, Proposed Nominee or Stockholder Associated
Person receives no extra or special benefit not shared on a pro
rata basis by all other holders of the same class; (iii) as to the
stockholder giving the notice, any Proposed Nominee and any
Stockholder Associated Person,
(A) the class and number of all shares of stock or other
securities of the Corporation or any affiliate thereof
(collectively, the "Company Securities"), if any, which are
owned (beneficially or of record) by such stockholder,
Proposed Nominee or Stockholder Associated Person, the date on
which each such Company Security was acquired, and any short
interest (including any opportunity to profit or share in any
benefit from any decrease in the price of such stock or other
security) in any Company Securities of any such person;
(B) the nominee holder for, and number of, any Company
Securities owned beneficially but not of record by such
stockholder, Proposed Nominee or Stockholder Associated
Person;
(C) whether and the extent to which such stockholder,
Proposed Nominee or Stockholder Associated Person, directly
or indirectly (through brokers, nominees or otherwise), is
subject to or during the last twelve months has engaged in any
hedging, derivative or other transaction or series of
transactions or entered into any other agreement, arrangement
or understanding (including any short interest, any borrowing
or lending of securities or any proxy or voting agreement),
the effect or intent of which is to (I) manage risk or
benefit, for such stockholder, Proposed Nominee or Stockholder
Associated Person, of changes in the price of Company
Securities or (II) increase or decrease the voting power of
such stockholder, Proposed Nominee or Stockholder Associated
Person in the Corporation or any affiliate thereof
disproportionately to such person's economic interest in the
Company Securities; and (D) any substantial interest, direct
or indirect (including, without limitation, any existing or
prospective commercial, business or contractual relationship
with the Corporation), by security holdings or otherwise, of
such stockholder, Proposed Nominee or Stockholder Associated
Person, in the Corporation or any affiliate thereof, other
than an interest arising from the ownership of Company
Securities where such stockholder, Proposed Nominee or
Stockholder Associated Person receives no extra or special
benefit not shared on a pro rata basis by all other holders
of the same class;
(iv) as to the stockholder giving the notice, any Stockholder
Associated Person with an interest or ownership referred to in
clauses (ii) or (iii) of this paragraph (3) of this Section 13(a)
and any Proposed Nominee, the name and address of such stockholder,
as they appear on the Corporation's stock ledger, and the current
name and business address, if different, of each such Stockholder
Associated Person and any Proposed Nominee.
(4) Such stockholder's notice shall, with respect to any Proposed
Nominee, be accompanied by a certificate executed by the Proposed
Nominee (i) certifying that such Proposed Nominee (a) is not, and
will not become a party to, any agreement, arrangement or
understanding with any person or entity other than the Corporation in
connection with service or action as a Director that has not been
disclosed to the Corporation and (b) will serve as a Director of the
Corporation if elected; and (ii) attaching a completed Proposed
Nominee questionnaire (which questionnaire shall be provided by the
Corporation, upon request, to the stockholder in advance of providing
the notice and shall, as completed, include all information relating
to the Proposed Nominee that would be required to be disclosed in
connection with the solicitation of proxies for the election of the
Proposed Nominee as a Director in an election contest (even if an
election contest is not involved), or would otherwise be required in
connection with such solicitation, in each case pursuant to Regulation
14A (or any successor provision) under the Exchange Act and the rules
thereunder, or would be required pursuant to the rules of any national
securities exchange or over-the-counter market on which the
Corporation's securities are listed or traded). Such Proposed Nominee
questionnaire shall, as completed, also include a statement specifying
which of clauses (1)-(7) of the definition of "Relevant Experience and
Country Knowledge" in Article III, Section 3 of the Bylaws the person
being nominated satisfies, information relating to such person
sufficient to support a determination that the person satisfies the
specified clause or clauses of the definition and a representation
that the person does not have a "Conflict of Interest" as defined in
Article III, Section 3 of the Bylaws.
(5) Notwithstanding anything in this subsection (a) of this Section
13 to the contrary, in the event that the number of Directors to be
elected to the Board of Directors is increased, and there is no public
announcement of such action at least 130 days prior to the first
anniversary of the date of the proxy statement (as defined in Section
13(c)(3) of this Article II) for the preceding year's annual meeting,
a stockholder's notice required by this Section 13(a) shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
Secretary of the Corporation not later than 5:00 p.m., Eastern Time,
on the tenth day following the day on which such public announcement
is first made by the Corporation.
(6) For purposes of this Section 13, "Stockholder Associated Person"
of any stockholder means (i) any person acting in concert with such
stockholder, (ii) any beneficial owner of shares of stock of the
Corporation owned of record or beneficially by such stockholder (other
than a stockholder that is a depositary) and (iii) any person that
directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, such stockholder
or such Stockholder Associated Person.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of
meeting. Nominations of individuals for election to the Board of
Directors may be made at a special meeting of stockholders at which
Directors are to be elected only (i) by or at the direction of the Board
of Directors or (ii) provided that the special meeting has been called
in accordance with Section 3 of this Article II for the purpose of
electing Directors, by any stockholder of the Corporation who is a
stockholder of record as of the record date set by the Board of
Directors for the purpose of determining stockholders entitled to vote
at the special meeting, at the time of giving of notice provided for in
this Section 13 and at the time of the special meeting, who is entitled
to vote at the meeting in the election of each individual so nominated
and who has complied with the notice procedures set forth in this
Section 13. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more individuals to the
Board of Directors, any such stockholder may nominate an individual or
individuals (as the case may be) for election as a Director as specified
in the Corporation's notice of meeting, if the stockholder's notice,
containing the information required by paragraphs (a)(3) and (4) of this
Section 13 shall be delivered to the Secretary of the Corporation not
earlier than the 120th day prior to such special meeting and not later
than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such
special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such
meeting. The public announcement of a postponement or adjournment of a
special meeting shall not commence a new time period for the giving of
a stockholder's notice as described above.
(c) General. (1) If information submitted pursuant to this Section
13 by any stockholder proposing a nominee for election as a Director or
any proposal for other business at a meeting of stockholders shall be
inaccurate in any material respect, such information may be deemed not
to have been provided in accordance with this Section 13. Any such
stockholder shall notify the Corporation of any material inaccuracy or
change (within two Business Days of becoming aware of such inaccuracy or
change) in any such information. Upon written request by the Secretary
of the Corporation or the Board of Directors, any such stockholder
shall provide, within five Business Days of delivery of such request
(or such other period as may be specified in such request), (A) written
verification, satisfactory, in the discretion of the Board of Directors
or any authorized officer of the Corporation, to demonstrate the
accuracy of any information submitted by the stockholder pursuant to
this Section 13, and (B) a written update of any information (including,
if requested by the Corporation, written confirmation by such
stockholder that it continues to intend to bring such nomination or
other business proposal before the meeting) submitted by the stockholder
pursuant to this Section 13 as of an earlier date. If a stockholder
fails to provide such written verification or written update within such
period, the information as to which written verification or a written
update was requested may be deemed not to have been provided in
accordance with this Section 13.
(2) Only such individuals whose nomination is made in accordance with
this Section 13 shall be eligible for nomination and election by
stockholders as Directors, and only such business shall be conducted
at a meeting of stockholders as shall have been brought before the
meeting in accordance with this Section 13. The chairman of the
meeting shall have the power to determine whether a nomination or any
other business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with this Section 13.
(3) For purposes of this Section 13, "the date of the proxy statement"
shall have the same meaning as "the date of the company's proxy
statement released to shareholders" as used in Rule 14a-8(e)
promulgated under the Exchange Act, as interpreted by the Securities
and Exchange Commission or the Staff thereof from time to time.
"Public announcement" shall mean disclosure (i) in a press release
reported by the Dow Jones News Service, Associated Press, Business
Wire, PR Newswire or other widely circulated news or wire service or
(ii) in a document publicly filed by the Corporation with the
Securities and Exchange Commission and the staff thereof pursuant to
the Exchange Act or the Investment Company Act.
(4) Notwithstanding the foregoing provisions of this Section 13, a
stockholder shall also comply with all applicable requirements of
state law and of the Exchange Act and the Investment Company Act and
the rules and regulations thereunder with respect to the matters set
forth in this Section 13. Nothing in this Section 13 shall be
deemed to affect any right of a stockholder to request inclusion of a
proposal in, or the right of the Corporation to omit a proposal from,
the Corporation's proxy statement pursuant to Rule 14a-8 (or any
successor provision) under the Exchange Act. Nothing in this Section
13 shall require disclosure of revocable proxies received by the
stockholder or Stockholder Associated Person pursuant to a
solicitation of proxies after the filing of an effective Schedule
14A by such stockholder or Stockholder Associated Person under
Section 14(a) of the Exchange Act.
Section 14. Voting by Ballot. Voting on any question or in any
election may be viva voce unless the chairman of the meeting shall
order or any stockholder shall demand that voting be by ballot.
ARTICLE III
Board of Directors
Section 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors.
Section 2. Number and Tenure. The number of Directors shall be not less
than the minimum number required by the Maryland General Corporation Law
(the "MGCL"). Subject to the minimum number of Directors described in
the immediately preceding sentence, the number of Directors of the
Corporation shall be fixed only by a vote of the Board of Directors.
Section 3. Qualifications. Directors need not be stockholders. Each
Director shall hold office until the earlier of: (a) the expiration of
his term and his or her successor shall have been elected and qualifies,
(b) his or her death, (c) his or her resignation, or (d) his or her
removal. To be eligible for nomination as a Director a person must, at
the time of such person's nomination, (a) have Relevant Experience and
Country Knowledge (as defined below), (b) not have any Conflict of
Interest (as defined below) and (c) not be over 75 years of age, unless
the Nominating and Governance Committee of the Board of Directors
determines to except such person from that clause based on its
determination that such person's continued service on the Board of
Directors would be in the best interests of the Corporation, giving
consideration to, among other things, the person's leadership role(s) on
the Board. Whether a proposed nominee satisfies the foregoing
qualifications shall be determined by the Nominating and Governance
Committee or, in the absence of such a Committee, by the Board of
Directors, each in its sole discretion.
For purposes of the following definitions of Relevant Experience and
Country Knowledge and Conflict of Interest, the term "Specified Country"
means any one or more of the following countries: Czech Republic,
Hungary, Germany, Poland or Russia.
"Relevant Experience and Country Knowledge" means experience in
business, investment, economic or political matters of a Specified
Country or the United States, through service for five of the past 25
years (except where a shorter period is noted) in one or more of the
following occupations:
(1) senior executive officer or partner of a financial or industrial
business headquartered in a Specified Country and that has annual
revenues of at least the equivalent of US $500 million,
(2) senior executive officer or partner of a financial or industrial
business headquartered in the United States that has annual revenues
of at least the equivalent of US $500 million and whose management
responsibilities include supervision of business operations in a
Specified Country or other European country,
(3) director (or the equivalent) for one of the past 10 years of one
or more investment businesses or vehicles (including this Corporation)
a principal focus of which is investment in one or more Specified
Countries and that have at least the equivalent of US $25 million in
combined total assets of their own,
(4) senior executive officer, partner or member of the board of
directors (or equivalent, such as member of a supervisory board) of
an investment management business having at least the equivalent of
US $500 million in securities of companies in one or more Specified
Countries or securities principally traded in one or more Specified
Countries under discretionary management for others,
(5) senior executive officer or partner of a business consulting,
accounting or law firm having at least 100 professionals and whose
principal responsibility involves or involved providing services
involving matters relating to a Specified Country or other European
country for financial or industrial businesses, investment businesses
or vehicles or investment management businesses as described in
(1) - (4) above,
(6) senior official (including ambassador or minister) (i) in the
national government, a government agency or the central bank of a
Specified Country or the United States, (ii) in a major supranational
agency or organization of which a Specified Country or the United
States is a member, or (iii) in a leading international trade
organization relating to a Specified Country or the United States,
in each case in the area of finance, economics, trade or foreign
relations, or
(7) current director or senior officer (without regard to years of
service) of an investment manager or adviser of the Corporation, or
of any entity controlling or under common control with an investment
manager or adviser of the Corporation.
For purposes of clauses (1)-(5) of the preceding sentence and clauses
(1)-(2) of the next paragraph, the term "financial or industrial business"
includes a financial or industrial business unit within a larger
enterprise; the term "investment businesses or vehicles" includes an
investment business unit or investment vehicle within a larger enterprise;
the term "investment management business" includes an investment
management business unit within a larger enterprise; and the term
"investment vehicle" includes an investment vehicle within a larger
enterprise; but in each case only to the extent the unit satisfies the
revenue, asset and other requirements specified for the business or
vehicle in clauses (1)-(5) of the preceding sentence or clauses (1)-(2) of
the next paragraph.
"Conflict of Interest" means the presence of a conflict with the
interests of the Corporation or its operations through any of the
following:
(1) current position (a) as a director, officer, partner or employee
of another investment vehicle a significant (i.e., 25% or more of
total assets) focus of which is securities of companies in one or more
Specified Countries or securities principally traded in markets of one
or more Specified Countries and that does not have the same investment
adviser as the Corporation or an investment adviser affiliated with an
investment adviser of the Corporation, and (b) having direct and
regular responsibilities relating to that investment vehicle,
(2) current position as (a) a director, officer, partner or employee
of the sponsor (or equivalent) of an investment vehicle described in
the previous point and (b) having direct and regular responsibilities
relating to that investment vehicle, or
(3) current position as an official of a governmental agency or
self-regulatory body having responsibility for regulating the
Corporation or the markets in which it proposes to invest.
Section 4. Vacancies. Subject to the provisions of the Investment
Company Act, each vacancy on the Board of Directors of the Corporation
may be filled only by the affirmative vote of a majority of the
remaining Directors in office, even if the remaining Directors do not
constitute a quorum. Any Director elected to fill a vacancy shall hold
office for the remainder of the full term of the class of Directors in
which the vacancy occurred and until a successor is elected and
qualifies.
Section 5. Place of Meeting. The Directors may hold their meetings,
have one or more offices, and keep the books of the Corporation at any
office or offices of the Corporation or at any other place as they may
from time to time by resolution determine, or in the case of meetings,
as they may from time to time by resolution determine or as shall be
specified or fixed in the respective notices or waivers of notice
thereof.
Section 6. Annual and Regular Meetings. The annual meeting of the Board
of Directors shall be held as soon as practicable after the annual
meeting of the stockholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of
Maryland, for the holding of regular meetings of the Board of Directors
without other notice than such resolution.
Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the Chief Executive Officer,
the President, the Secretary or two or more Directors who are then
appointed to the Executive Committee. The person or persons authorized
to call special meetings of the Board of Directors may fix any place as
the place for holding any special meeting of the Board of Directors
called by them.
Section 8. Notice. Notice of any special meeting of the Board of
Directors shall be delivered personally or by telephone, facsimile
transmission, United States mail or courier to each Director at his
business or residence address and may also be provided by electronic
mail. Notice by personal delivery, by telephone, electronic mail or a
facsimile transmission shall be given at least two days prior to the
meeting. Notice by mail shall be given at least five days prior to the
meeting and shall be deemed to be given when deposited in the United
States mail properly addressed, with postage thereon prepaid. Telephone
notice shall be deemed to be given when the Director is personally given
such notice in a telephone call to which he or she is a party.
Electronic mail notice shall be deemed to be given upon transmission of
the message to the electronic mail address given to the Corporation by
the Director. Facsimile transmission notice shall be deemed to be given
upon completion of the transmission of the message to the number given
to the Corporation by the Director and receipt of a completed
answer-back indicating receipt. Neither the business to be transacted
at, nor the purpose of, any annual, regular or special meeting of the
Board of Directors need be stated in the notice, unless specifically
required by statute or these Bylaws.
Section 9. Quorum and Voting. A majority of the Board of Directors then
in office shall constitute a quorum for the transaction of business,
provided that, if less than a majority of such Directors are present at
said meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice, and provided further
that if, pursuant to the charter of the Corporation or these Bylaws, the
vote of a majority of a particular group of Directors is required for
action, a quorum must also include a majority of such group. The action
of the majority of the Directors present at any 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
applicable statute.
Section 10. Telephone Meetings. Directors may participate in a meeting
by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the
same time; provided that no such meeting by conference telephone or
similar communications equipment may be held for the purpose of voting
to approve or continue any investment advisory contract pursuant to
Section 15 of the Investment Company Act. Participation in a meeting by
these means constitutes presence in person at the meeting.
Section 11. Informal Action by the Board of Directors. Any action
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if a consent to such action is
given in writing or by electronic transmission by each Director and such
consent is subsequently filed with the minutes of the proceedings of the
Board or such committee; provided that no such action by consent may be
taken to approve or continue an investment advisory contract pursuant to
Section 15 of the Investment Company Act.
Section 12. Compensation of Directors. Directors shall be entitled to
receive such compensation from the Corporation for their services as may
from time to time be voted by the Board of Directors.
Section 13. Reliance. Each Director and officer of the Corporation
shall, in the performance of his or her duties with respect to the
Corporation, be entitled to rely on any information, opinion, report or
statement, including any financial statement or other financial data,
prepared or presented by an officer or employee of the Corporation whom
the Director or officer reasonably believes to be reliable and competent
in the matters presented, by a lawyer, certified public accountant or
other person, as to a matter which the Director or officer reasonably
believes to be within the person's professional or expert competence,
or, with respect to a Director, by a committee of the Board of Directors
on which the Director does not serve, as to a matter within its
designated authority, if the Director reasonably believes the committee
to merit confidence.
Section 14. Emergency Provisions. Notwithstanding any other provision
in the Charter or these Bylaws, this Section 15 shall apply during the
existence of any catastrophe, or other similar emergency condition
affecting the Company, as a result of which a quorum of the Board of
Directors under Article III of these Bylaws cannot readily be obtained
(an "Emergency"). During any Emergency, unless otherwise provided by
the Board of Directors, (i) a meeting of the Board of Directors or a
committee thereof may be called by any Director or officer by any
means feasible under the circumstances; (ii) notice of any meeting of
the Board of Directors during such an Emergency may be given less than
24 hours prior to the meeting to as many Directors and by such means as
may be feasible at the time, including publication, television or radio;
and (iii) the number of Directors necessary to constitute a quorum shall
be one-third of the entire Board of Directors.
ARTICLE IV
Committees
Section 1. Number, Tenure and Qualifications. The Board of Directors
may appoint from among its members an Audit Committee and other
committees, composed of one or more Directors, to serve at the pleasure
of the Board of Directors. The Board of Directors may appoint from
among its members an Executive Committee composed of two or more
Directors, to serve at the pleasure of the Board of Directors.
Section 2. Powers. The Board of Directors may delegate to committees
appointed under Section 1 of this Article any of the powers of the
Board of Directors, except as prohibited by law.
Section 3. Meetings. Notice of committee meetings shall be given in
the same manner as notice for special meetings of the Board of
Directors. A majority of the members of the committee shall
constitute a quorum for the transaction of business at any meeting of
the committee. The act of a majority of the committee members present
at a meeting shall be the act of such committee. The Board of Directors
may designate a chairman of any committee, and such chairman or any two
members of any committee (if there are at least two members of the
committee) may fix the time and place of its meeting unless the Board
shall otherwise provide. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not
they constitute a quorum, may appoint another Director to act in the
place of such absent member. Each committee shall keep minutes of its
proceedings.
Section 4. Telephone Meetings. Members of a committee of the Board of
Directors may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time;
provided that no such meeting by conference telephone or similar
communications equipment may be held for the purpose of voting to
approve or continue any investment advisory contract pursuant to Section
15 of the Investment Company Act. Participation in a meeting by these
means constitutes presence in person at the meeting.
Section 5. Informal Action by Committees. Any action required or
permitted to be taken at any meeting of a committee of the Board of
Directors may be taken without a meeting, if a consent to such action is
given in writing or by electronic transmission by each member of the
committee and such consent is subsequently filed with the minutes of
proceedings of such committee; provided that no such action by written
consent may be taken to approve or continue an investment advisory
contract pursuant to Section 15 of the Investment Company Act.
Section 6. Vacancies. Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of
any committee, to fill all vacancies, to designate alternate members to
replace any absent or disqualified member or to dissolve any such
committee.
ARTICLE V
Officers
Section 1. General Provisions. The officers of the Corporation shall
include a Chief Executive Officer, a President, a Secretary and a
Treasurer and may include a Chairman of the Board, a Vice Chairman of
the Board, one or more Vice Presidents, a Chief Operating Officer, a
Chief Financial Officer, one or more Assistant Secretaries and one or
more Assistant Treasurers. In addition, the Board of Directors may from
time to time appoint such other officers with such powers and duties as
they shall deem necessary or desirable. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting
of the Board of Directors held after each annual meeting of
stockholders, except that the Chief Executive Officer may appoint one or
more Vice Presidents, Assistant Secretaries and Assistant Treasurers.
If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as may be convenient. Each
officer shall hold office until his or her successor is elected and
qualifies or until his or her death, resignation or removal in the
manner hereinafter provided. Any two or more offices except President
and Vice President may be held by the same person. In its discretion,
the Board of Directors may leave unfilled any office except that of
President, Treasurer and Secretary. Election of an officer or agent
shall not of itself create contract rights between the Corporation and
such officer or agent.
Section 2. Removal and Resignation. Any officer or agent of the
Corporation may be removed by the Board of Directors if in its judgment
the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of
the person so removed. Any officer of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary.
Any resignation shall take effect at any time subsequent to the time
specified therein or, if the time when it shall become effective is not
specified therein, immediately upon its receipt. The acceptance of a
resignation shall not be necessary to make it effective unless otherwise
stated in the resignation. Such resignation shall be without prejudice
to the contract rights, if any, of the Corporation.
Section 3. Vacancies. A vacancy in any office may be filled by the
Board of Directors for the balance of the term.
Section 4. Chairman of the Board. The Board of Directors shall
designate from among its members a Chairman of the Board. The Chairman
of the Board shall preside over the meetings of the Board of Directors
and of the stockholders at which he or she shall be present. The
Chairman of the Board shall perform such other duties as may be assigned
to him or her by the Board of Directors.
Section 5. Chief Executive Officer. The Board of Directors may
designate a Chief Executive Officer. In the absence of such
designation, the Chairman of the Board shall be the Chief Executive
Officer of the Corporation. The Chief Executive Officer shall have
general responsibility for implementation of the policies of the
Corporation, as determined by the Board of Directors, and for the
management of the business and affairs of the Corporation. He or she
may execute any deed, mortgage, bond, contract or other instrument,
except in cases where the execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other officer or
agent of the Corporation or shall be required by law to be otherwise
executed.
Section 6. President. The President shall have the responsibilities and
duties as set forth by the Board of Directors or, in the event that the
offices of Chief Executive Officer and President are not held by the
same person, the Chief Executive Officer.
Section 7. Chief Operating Officer. The Board of Directors may
designate a Chief Operating Officer. The Chief Operating Officer shall
have the responsibilities and duties as set forth by the Board of
Directors or the Chief Executive Officer.
Section 8. Chief Financial Officer. The Board of Directors may
designate a Chief Financial Officer. The Chief Financial Officer shall
have the responsibilities and duties as set forth by the Board of
Directors or the Chief Executive Officer.
Section 9. Vice Presidents. In the absence of the Chief Executive
Officer and the President or in the event of a vacancy in such office,
the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated at the time of
their election or, in the absence of any designation, then in the order
of their election) shall perform the duties of the Chief Executive
Officer and the President and when so acting shall have all the powers
of and be subject to all the restrictions upon the Chief Executive
Officer and the President; and shall perform such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors. The Board of Directors or the Chief Executive Officer may
designate one or more Vice Presidents as executive Vice President or as
Vice President for particular areas of responsibility.
Section 10. Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders, the Board of Directors and committees
of the Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation; (d) keep a
register of the post office address of each stockholder which shall be
furnished to the Secretary by such stockholder; (e) have general charge
of the share transfer books of the Corporation; and (f) in general
perform such other duties as from time to time may be assigned to him by
the Chief Executive Officer, the President or by the Board of Directors.
Section 11. Treasurer. The Treasurer shall have the custody of the
funds and securities of the Corporation and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Board of Directors,
at the regular meetings of the Board of Directors or whenever it may so
require, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance
of the duties of his or her office and for the restoration to the
Corporation, in case of his or her death, resignation, retirement or
removal from office, of all books, papers, vouchers, moneys and other
property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.
Section 12. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers, in general, shall
perform such duties as shall be assigned to them by the Secretary or
Treasurer, respectively, or by the Chief Executive Officer or the Board
of Directors. The Assistant Treasurers shall, if required by the Board
of Directors, give bonds for the faithful performance of their duties in
such sums and with such surety or sureties as shall be satisfactory to
the Board of Directors.
Section 13. Salaries. The salaries and other compensation of the
officers shall be fixed from time to time by the Board of Directors and
no officer shall be prevented from receiving such salary or other
compensation by reason of the fact that he or she is also a Director.
ARTICLE VI
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize any officer
or agent to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the Corporation and such
authority may be general or confined to specific instances. Any
agreement, deed, mortgage, lease or other document executed by one or
more of the Directors or by an authorized person shall be valid and
binding upon the Board of Directors and upon the Corporation when
authorized or ratified by action of the Board of Directors.
Section 2. Checks and Drafts. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or agent
of the Corporation in such manner as shall from time to time be
determined by the Board of Directors.
Section 3. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as
the Board of Directors may designate.
ARTICLE VII
Stock
Section 1. Certificates; Required Information. The Board of Directors
may authorize the Corporation to issue some or all of the shares of any
class of its stock without certificates. In the event that the
Corporation issues shares of stock represented by certificates, such
certificates shall be in such form as prescribed by the Board of
Directors or a duly authorized officer, shall contain the statements and
information required by the MGCL and shall be signed by the officers of
the Corporation in the manner permitted by the MGCL. In the event that
the Corporation issues shares of stock without certificates, to the
extent then required by the MGCL, the Corporation shall provide to
record holders of such shares a written statement of the information
required by the MGCL to be included on stock certificates. There shall
be no differences in the rights and obligations of stockholders based on
whether or not their shares are represented by certificates. If shares
of a class of stock are authorized by the Board of Directors to be
issued without certificates, no stockholder shall be entitled to a
certificate or certificates representing any shares of such class of
stock held by such stockholder unless otherwise determined by the Board
of Directors and then only upon written request by such stockholder to
the Secretary of the Corporation.
Section 2. Transfers. All transfers of shares of stock shall be made on
the books of the Corporation, by the holder of the shares, in person or
by his, her or its attorney, in such manner as the Board of Directors or
any officer of the Corporation may prescribe and, if such shares are
certificated, upon surrender of certificates duly endorsed. The
issuance of a new certificate upon the transfer of certificated shares
is subject to the determination of the Board of Directors that such
shares shall no longer be represented by certificates. Upon the
transfer of any uncertificated shares, to the extent then required by
the MGCL, the Corporation shall provide to the record holders of such
shares a written statement of the information required by the MGCL to be
included on stock certificates.
The Corporation shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
share or on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by
the laws of the State of Maryland. Notwithstanding the foregoing,
transfers of shares of any class of stock will be subject in all respects
to the Charter and all of the terms and conditions contained therein.
Section 3. Replacement Certificate. Any officer of the Corporation may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation
alleged to have been lost, destroyed, stolen or mutilated, upon the
making of an affidavit of that fact by the person claiming the
certificate to be lost, destroyed, stolen or mutilated; provided,
however, if such shares have ceased to be certificated, no new
certificate shall be issued unless requested in writing by such
stockholder and the Board of Directors has determined that such
certificates may be issued. Unless otherwise determined by an officer
of the Corporation, the owner of such lost, destroyed, stolen or
mutilated certificate or certificates, or his or her legal
representative, shall be required, as a condition precedent to the
issuance of a new certificate or certificates, to give the
Corporation a bond in such sums as it may direct as indemnity against
any claim that may be made against the Corporation.
Section 4. Fixing of Record Date. Subject to Article II, Section 3(b)
of these Bylaws, in advance, a record date may be set, for the purpose
of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, by the Chief Executive Officer, the President
or the Board of Directors, whoever shall have called the meeting. The
Board of Directors may set, in advance, the record date for determining
stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case,
shall not be prior to the close of business on the day the record date
is fixed and shall be not more than 90 days and, in the case of a
meeting of stockholders, not less than ten days, before the date on
which the meeting or particular action requiring such determination of
stockholders of record is to be held or taken. When a record date for
the determination of stockholders entitled to notice of and to vote at
any meeting of stockholders has been set as provided in this section,
such record date shall continue to apply to the meeting if adjourned or
postponed, except if the meeting is adjourned or postponed to a date
more than 120 days after the record date originally fixed for the
meeting, in which case a new record date for such meeting may be
determined as set forth herein.
Section 5. Stock Ledger. The Corporation shall maintain at its
principal office or at the office of its transfer agent, an original or
duplicate stock ledger containing the name and address of each
stockholder and the number of shares of each class held by such
stockholder.
Section 6. Fractional Stock. The Board of Directors may authorize the
Corporation to issue fractional stock on such terms and under such
conditions as it may determine.
ARTICLE VIII
Corporate Seal
Section 1. In General. The Board of Directors may provide for a
suitable corporate seal, in such form and bearing such inscriptions as
it may determine.
Section 2. Affixing Seal. Whenever the Corporation is permitted or
required to affix its seal to a document, it shall be sufficient to meet
the requirements of any law, rule or regulation relating to a seal to
place the word "(SEAL)" adjacent to the signature of the person
authorized to execute the document on behalf of the Corporation.
ARTICLE IX
Fiscal Year
The Board of Directors shall have the power, from time to time, to fix
the fiscal year of the Corporation by a duly adopted resolution.
ARTICLE X
Distributions
Section 1. Authorization. Dividends and other distributions upon the
stock of the Corporation may be authorized by the Board of Directors,
subject to the provisions of law and the charter of the Corporation.
Dividends and other distributions may be paid in cash, property or stock
of the Corporation, subject to the provisions of law and the charter.
Section 2. Contingencies. Before payment of any dividends or other
distributions, there may be set aside out of any assets of the
Corporation available for dividends or other distributions such sum or
sums as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve fund for contingencies, for
equalizing dividends or other distributions, for repairing or
maintaining any property of the Corporation or for such other purpose
as the Board of Directors shall determine to be in the best interest of
the Corporation, and the Board of Directors may modify or abolish any
such reserve in the manner in which it was created.
ARTICLE XI
Waiver of Notice
Whenever any notice of a meeting is required to be given pursuant to the
charter of the Corporation or these Bylaws or pursuant to applicable
law, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Neither the business to be transacted at nor the purpose of any meeting
need be set forth in the waiver of notice, unless specifically required
by statute. The attendance of any person at any meeting shall
constitute a waiver of notice of such meeting, except where such person
attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened.
ARTICLE XII
Indemnification
The Corporation shall indemnify to the fullest extent permitted by law
(including the Investment Company Act) as currently in effect or as the
same may hereafter be amended, any person made or threatened to be made
a party to, or witness in, any action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact
that such person or such person's testator or intestate is or was a
Director or officer of the Corporation or serves or served at the
request of the Corporation any other enterprise as a Director or
officer. To the fullest extent permitted by law (including the
Investment Company Act) as currently in effect or as the same may
hereafter be amended, expenses incurred by any such person in defending
any such action, suit or proceeding shall be paid or reimbursed by the
Corporation promptly upon receipt by it of an undertaking of such person
to repay such expenses if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation. The rights
provided to any person by this Article XII shall be enforceable against
the Corporation by such person who shall be presumed to have relied upon
it in serving or continuing to serve as a Director or officer as provided
above. No amendment of this Article XII shall impair the rights of any
person arising at any time with respect to events occurring prior to
such amendment. For purposes of this Article XII, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent)
absorbed by the Corporation in a consolidation or merger; the term
"other enterprise" shall include any corporation, partnership, joint
venture, trust or employee benefit plan; service "at the request of the
Corporation" shall include service as a Director or officer of the
Corporation which imposes duties on, or involves services by, such
Director or officer with respect to an employee benefit plan, its
participants or beneficiaries; any excise taxes assessed on a person
with respect to an employee benefit plan shall be deemed to be
indemnifiable expenses; and action by a person with respect to any
employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be
deemed to be action not opposed to the best interests of the
Corporation.
ARTICLE XIII
Custodian
Section 1. In General. The Corporation shall have as custodian or
custodians (including any sub-custodian) one or more trust companies or
banks of good standing which shall conform to the requirements of
Section 17(f) of the Investment Company Act and the rules promulgated
thereunder. To the extent required by the Investment Company Act and
the rules promulgated thereunder, the funds and securities held by the
Corporation shall be kept in the custody of one or more such custodians
(and any sub-custodian), provided such custodian or custodians (and any
sub-custodian) can be found ready and willing to act.
Section 2. Resignation, Change or Inability to Serve. The Corporation
shall upon the resignation, change or inability to serve of its
custodian (and any sub-custodian):
(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor custodian;
(ii) require that the cash and securities owned by the Corporation
be delivered directly to the successor custodian; and
(iii) in the event that no successor custodian can be found,
submit to the stockholders before permitting delivery of the cash
and securities owned by the Corporation otherwise than to a
successor custodian, the question whether or not this Corporation
shall be liquidated or shall function without a custodian.
ARTICLE XIV
Exclusive Forum for Certain Litigation
Unless the Corporation consents in writing to the selection of an
alternative forum, the Circuit Court for Baltimore City, Maryland, or, if
that Court does not have jurisdiction, the United States District Court
for the District of Maryland, Baltimore Division, shall be the sole and
exclusive forum for (a) any derivative action or proceeding brought on
behalf of the Corporation, (b) any action asserting a claim of breach of
any duty owed by any Director or officer or other employee of the
Corporation to the Corporation or to the stockholders of the Corporation,
(c) any action asserting a claim against the Corporation or any Director
or officer or other employee of the Corporation arising pursuant to any
provision of the MGCL or the charter or Bylaws of the Corporation, or (d)
any action asserting a claim against the Corporation or any Director or
officer or other employee of the Corporation that is governed by the
internal affairs doctrine.
ARTICLE XV
Amendment of Bylaws
The Bylaws of the Corporation may be altered, amended, added to or
repealed by a majority vote of the entire Board of Directors; the power
to alter, amend, add to or repeal the Bylaws is vested exclusively in
the Board of Directors.