Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof or (iii) by any Shareholder of the Trust who was a Shareholder of record at the time the notice provided for in this Section 3.8(a) is delivered to the Secretary and at the time of the annual meeting, who held Shares continuously for such period (the “Holding Period”), who is entitled to vote at the meeting, who complied with the notice procedures set forth in this Section 3.8(a) and, with respect to the proposal of business (other than nominations of persons for election as a Trustee), who held, together with any other Shareholders proposing such business, Qualifying Shares continuously for the Holding Period. For purposes of this Section 3.8(a)(1), “Qualifying Shares” shall mean 5% of the Outstanding Shares of the Trust or 5% of the Outstanding Shares of the Series or Class to which the proposal relates. For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and any such proposed business (other than nominations of persons for election as a Trustee) must otherwise be a proper matter for action by Shareholders. Without limiting the generality of the foregoing, no proposal may be made with respect to any matter that the Shareholders do not have the right to vote on under Section 1 of Article VII of the Declaration of Trust. To be timely, a Shareholder’s notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. A Shareholder’s notice to be proper must set forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation, which is complied with, that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation, which is complied with, that the Shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (b) as to each person whom the Shareholder proposes to nominate for election as a Trustee (i) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience as a trustee or director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references, (ii) information as to whether the candidate is, has been or may be an “interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Trustees to make such determination, (iii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected, (iv) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate, and (v) such other information that would be helpful to the Trustees in evaluating the candidate; and (c) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made. A Shareholder providing notice of any nomination or any other business proposed to be made at a meeting shall further update and supplement such notice so that: (a) the information provided in such notice pursuant to this Section 3.8 shall be complete and correct as of the record date for determining the Shareholders entitled to receive notice of the meeting, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office of the Trust not later than five (5) business days after the record date for determining the Shareholders entitled to receive notice of such meeting and (b) with respect to nominations of persons for election as a Trustee, any additional information reasonably requested by the Board of Trustees to determine that each person whom the Shareholder proposes to nominate for election as a Trustee is qualified to act as a Trustee, including information reasonably requested by the Board of Trustees to determine that such proposed candidate has met the trustee qualifications as set out in Section 4.6 of these By-Laws, is provided, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office of the Trust not later than five (5) business days after the request by the Board of Trustees for additional information regarding trustee qualifications has been delivered to, or mailed and received by, such Shareholder providing notice of any nomination.
Appears in 22 contracts
Samples: By Laws (Calamos Global Convertible & Dynamic Income Trust), By Laws (Calamos Global Convertible & Dynamic Income Trust), By Laws (Calamos Long/Short Equity & Dynamic Income Trust)
Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee to the Board of Trustees and the proposal of other business to be considered by the Shareholders may be made shareholders at an annual meeting of Shareholders shareholders may be properly brought before the meeting (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof trustees or (iiiii) by any Shareholder shareholder of the Trust who was is a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(a4(b) is delivered to the Secretary and at the time of the annual meeting, who held Shares continuously for such period (the “Holding Period”), who is entitled to vote at the meeting, meeting and who complied complies with the notice procedures terms and provisions set forth in this Section 3.8(a4.
(2) and, with respect to the proposal of business (other than nominations of persons for election as a Trustee), who held, together with any other Shareholders proposing such business, Qualifying Shares continuously for the Holding Period. For purposes of this Section 3.8(a)(1), “Qualifying Shares” shall mean 5% of the Outstanding Shares of the Trust or 5% of the Outstanding Shares of the Series or Class to which the proposal relates. For nominations for election to the Board of Trustees or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (iiiii) of paragraph (a)(1) of this Section 3.84(b)(1), the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Trust and any such proposed other business (other than nominations of persons for election as a Trustee) must otherwise be a proper matter for action by Shareholders. Without limiting the generality of the foregoing, no proposal may be made with respect to any matter that the Shareholders do not have the right to vote on under Section 1 of Article VII of the Declaration of Trustshareholders. To be timely, a Shareholder’s shareholder's notice must shall set forth all information required under this Section 4 and shall be delivered to the Secretary secretary at the principal executive office offices of the Trust by not later than the close of business on the 90th day nor earlier than the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the mailing of the notice for the preceding year’s 's annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty 30 days from the anniversary date of the date of mailing of the notice for the preceding year’s 's annual meeting, notice by the Shareholder shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of of: (i) the 90th day prior to the date of mailing of the notice for such annual meeting or (ii) the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s shareholder's notice as described above. A Shareholder’s shareholder's notice to be proper must shall set forth: :
(ai) as to each person whom the Shareholder giving the notice shareholder proposes to nominate for election or reelection as a trustee, (1) such person's name, age, business address and the beneficial ownersresidence address, if any, on whose behalf the nomination or proposal is made (i2) the name and address of such Shareholderclass, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of capital stock of the Trust that are beneficially owned beneficially and or owned of record by Shareholder at such person, (3) the time the recommendation is submitted and the dates on which date such shares were acquired, specifying acquired and the number investment intent of shares owned beneficiallysuch acquisition, (iii4) a description the record of all arrangements, agreements, or understandings between the Shareholder purchases and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case sales of a nomination, the candidate), and if none, so specify, (iv) a representation, which is complied with, that the Shareholder is a Shareholder of record securities of the Trust entitled to vote at by such meeting person during the previous 12 month period including the date of the transactions, the class, series and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation, which is complied with, that the Shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt securities involved in the proposal or elect transactions and the nominee, consideration involved and (vi5) any all other information relating to such Shareholder and beneficial owner, if any, person that must is required to be disclosed in solicitation solicitations of proxies for election of trustees in an election contest (even if an election contest is not involved), or is otherwise would be required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules and regulations promulgated thereunder; (b) as Act, including such person's written consent to each person whom the Shareholder proposes to nominate for election as a Trustee (i) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience as a trustee or director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references, (ii) information as to whether the candidate is, has been or may be an “interested person” (as such term is defined being named in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Trustees to make such determination, (iii) the written and signed consent of the candidate to be named proxy statement as a nominee and to serve serving as a Trustee of the Trust, trustee if elected, ;
(iv) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate, and (v) such other information that would be helpful to the Trustees in evaluating the candidate; and (cii) as to any other business that the Shareholder shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration)such business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such shareholder and any Shareholder Associated Person (as defined below), including any anticipated benefit therefrom;
(iii) as to the shareholder giving the notice and any Shareholder Associated Person, the beneficial ownerclass, series and number of shares of the Trust which are owned of record by such shareholder and by such Shareholder Associated Person, if any, and the class, series and number of, and the nominee holder for, shares owned beneficially but not of record by such shareholder and by any such Shareholder Associated Person;
(iv) as to the shareholder giving the notice and any Shareholder Associated Person, the name and address of such shareholder, as they appear on whose behalf the Trust's stock ledger and current name and address, if different, of such Shareholder Associated Person;
(v) as to the shareholder giving the notice and any Shareholder Associated Person, the record of all purchases and sales of securities of the Trust by such shareholder or Shareholder Associated Person during the previous 12 month period including the date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and
(vi) to the extent known by the shareholder giving the notice, the name and address of any other shareholder supporting the nominee for election or reelection as a trustee or the proposal is made. A Shareholder providing notice of any nomination or any other business proposed on the date of such shareholder's notice.
(3) Notwithstanding anything in the second sentence of Section 4(b)(2) to the contrary, in the event that the number of trustees to be made elected to the Board of Trustees is increased and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of mailing of notice for the preceding year's annual meeting, a meeting shall further update and supplement such shareholder's notice so that: (a) the information provided in such notice pursuant to required by this Section 3.8 4(b) also shall be complete and correct as of considered timely, but only with respect to nominees for any new positions created by such increase, if the record date for determining notice is delivered to the Shareholders entitled to receive notice of the meeting, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary secretary at the principal executive office offices of the Trust not later than five (5) the close of business days after on the record date for determining 10th day immediately following the Shareholders entitled to receive notice of day on which such meeting and (b) with respect to nominations of persons for election as a Trustee, any additional information reasonably requested public announcement is first made by the Board Trust.
(4) For purposes of Trustees to determine that each this Section 4, "Shareholder Associated Person" of any shareholder shall mean (i) any person whom the Shareholder proposes to nominate for election as a Trustee is qualified to act as a Trusteecontrolling, including information reasonably requested by the Board of Trustees to determine that such proposed candidate has met the trustee qualifications as set out in Section 4.6 of these By-Laws, is provided, and such update and supplement shall be delivered todirectly or indirectly, or be mailed and received byacting in concert with, the Secretary at the principal executive office such shareholder, (ii) any beneficial owner of shares of capital stock of the Trust not later than five owned of record or beneficially by such shareholder and (5iii) business days after the request any person controlling, controlled by the Board of Trustees for additional information regarding trustee qualifications has been delivered to, or mailed and received by, under common control with such shareholder or Shareholder providing notice of any nominationAssociated Person.
Appears in 10 contracts
Samples: Trust Agreement (RMR Preferred Dividend Fund II), Agreement and Declaration of Trust (RMR Asia Pacific Real Estate Fund), Agreement and Declaration of Trust (RMR Securities REIT)
Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s notice of meeting (or any supplement thereto)meeting, (ii) by or at the direction of the Trustees or any committee thereof or (iii) by any Shareholder of the Trust who was a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(a) is delivered to the Secretary and at the time of the annual meeting, who held Shares continuously for such period (the “Holding Period”), who is entitled to vote at the meeting, meeting and who complied with the notice procedures set forth in this Section 3.8(a) and, with respect to the proposal of business (other than nominations of persons for election as a Trustee), who held, together with any other Shareholders proposing such business, Qualifying Shares continuously for the Holding Period. For purposes of this Section 3.8(a)(1), “Qualifying Shares” shall mean 5% of the Outstanding Shares of the Trust or 5% of the Outstanding Shares of the Series or Class to which the proposal relates. For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and any such proposed other business (other than nominations of persons for election as a Trustee) must otherwise be a proper matter for action by Shareholders. Without limiting the generality of the foregoing, no proposal may be made with respect to any matter that the Shareholders do not have the right to vote on under Section 1 of Article VII of the Declaration of Trust. To be timely, a Shareholder’s notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. A Shareholder’s notice to be proper must set forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made forth (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation, which is complied with, that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation, which is complied with, that the Shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (b) as to each person whom the Shareholder proposes to nominate for election as a Trustee (iii) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience as a trustee or director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references, ; (iiiii) information as to whether the candidate is, has been or may be an “interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Trustees Committee to make such determination, ; (iiiiv) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected; (v) a description of all arrangements or understandings between the Shareholder, the candidate and/or any other person or persons (ivincluding their names) pursuant to which the Shareholder recommendation is being made, and if none, so specify; (vi) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate, ; and (vvii) such other information that would be helpful to the Trustees Committee in evaluating the candidate; and .
(c2) as to any other business In the event that the Shareholder proposes number of trustees to bring before be elected to the Board of Trustees is increased and there is no public announcement by the Trust of such action or specifying the size of the increased Trustees at least one hundred days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting, a brief description of the business desired Shareholder’s notice required by this Section 3.8(a) shall also be considered timely, but only with respect to be brought before the meeting, the text of the proposal or business (including the text of nominees for any resolutions proposed for consideration), the reasons for conducting new positions created by such business at the meeting and any material interest in such business of such Shareholder and the beneficial ownerincrease, if any, on whose behalf the proposal notice is made. A Shareholder providing notice of any nomination or any other business proposed delivered to be made at a meeting shall further update and supplement such notice so that: (a) the information provided in such notice pursuant to this Section 3.8 shall be complete and correct as of the record date for determining the Shareholders entitled to receive notice of the meeting, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office offices of the Trust not later than five (5) the close of business days after on the record date for determining 10th day immediately following the Shareholders entitled to receive notice of day on which such meeting and (b) with respect to nominations of persons for election as a Trustee, any additional information reasonably requested public announcement is first made by the Board of Trustees to determine that each person whom the Shareholder proposes to nominate for election as a Trustee is qualified to act as a Trustee, including information reasonably requested by the Board of Trustees to determine that such proposed candidate has met the trustee qualifications as set out in Section 4.6 of these By-Laws, is provided, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office of the Trust not later than five (5) business days after the request by the Board of Trustees for additional information regarding trustee qualifications has been delivered to, or mailed and received by, such Shareholder providing notice of any nominationTrust.
Appears in 9 contracts
Samples: By Laws (Calamos Convertible & High Income Fund), By Laws (Calamos Long/Short Equity Income 2028 Term Trust), By Laws (Calamos Convertible Opportunities & Income Fund)
Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto)meeting, (ii) by or at the direction of the Trustees or any committee thereof or (iii) by any Shareholder of the Trust who was a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(a) is delivered to the Secretary and at the time of the annual meeting, who held Shares continuously for such period (the “Holding Period”), who is entitled to vote at the meeting, meeting and who complied with the notice procedures set forth in this Section 3.8(a) and, with respect to the proposal of business (other than nominations of persons for election as a Trustee), who held, together with any other Shareholders proposing such business, Qualifying Shares continuously for the Holding Period. For purposes of this Section 3.8(a)(1), “Qualifying Shares” shall mean 5% of the Outstanding Shares of the Trust or 5% of the Outstanding Shares of the Series or Class to which the proposal relates. For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and any such proposed other business (other than nominations of persons for election as a Trustee) must otherwise be a proper matter for action by Shareholders. Without limiting the generality of the foregoing, no proposal may be made with respect to any matter that the Shareholders do not have the right to vote on under Section 1 of Article VII of the Declaration of Trust. To be timely, a Shareholder’s 's notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the mailing of the notice for the preceding year’s 's annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s 's annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above. A Shareholder’s 's notice to be proper must set forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made forth (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation, which is complied with, that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation, which is complied with, that the Shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (b) as to each person whom the Shareholder proposes to nominate for election as a Trustee (iii) a full listing of the proposed candidate’s 's education, experience (including knowledge of the investment company industry, experience as a trustee or director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references, ; (iiiii) information as to whether the candidate is, has been or may be an “"interested person” " (as such term is defined in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “"Adviser”") or any affiliate of the Adviser, and, if believed not to be or have been an “"interested person,” " information regarding the candidate that will be sufficient for the Trustees Committee to make such determination, ; (iiiiv) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected; (v) a description of all arrangements or understandings between the Shareholder, the candidate and/or any other person or persons (ivincluding their names) pursuant to which the Shareholder recommendation is being made, and if none, so specify; (vi) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate, ; and (vvii) such other information that would be helpful to the Trustees Committee in evaluating the candidate; and .
(c2) as to any other business In the event that the Shareholder proposes number of trustees to bring before be elected to the Board of Trustees is increased and there is no public announcement by the Trust of such action or specifying the size of the increased Trustees at least one hundred days prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting, a brief description of the business desired Shareholder's notice required by this Section 3.8(a) shall also be considered timely, but only with respect to be brought before the meeting, the text of the proposal or business (including the text of nominees for any resolutions proposed for consideration), the reasons for conducting new positions created by such business at the meeting and any material interest in such business of such Shareholder and the beneficial ownerincrease, if any, on whose behalf the proposal notice is made. A Shareholder providing notice of any nomination or any other business proposed delivered to be made at a meeting shall further update and supplement such notice so that: (a) the information provided in such notice pursuant to this Section 3.8 shall be complete and correct as of the record date for determining the Shareholders entitled to receive notice of the meeting, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office offices of the Trust not later than five (5) the close of business days after on the record date for determining 10th day immediately following the Shareholders entitled to receive notice of day on which such meeting and (b) with respect to nominations of persons for election as a Trustee, any additional information reasonably requested public announcement is first made by the Board of Trustees to determine that each person whom the Shareholder proposes to nominate for election as a Trustee is qualified to act as a Trustee, including information reasonably requested by the Board of Trustees to determine that such proposed candidate has met the trustee qualifications as set out in Section 4.6 of these By-Laws, is provided, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office of the Trust not later than five (5) business days after the request by the Board of Trustees for additional information regarding trustee qualifications has been delivered to, or mailed and received by, such Shareholder providing notice of any nominationTrust.
Appears in 7 contracts
Samples: By Laws (Calamos Global Dynamic Income Fund), By Laws (Calamos Strategic Total Return Fund), By Laws (Calamos Convertible Opportunities & Income Fund)
Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto)meeting, (ii) by or at the direction of the Trustees or any committee thereof or (iii) by any Shareholder of the Trust who was a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(a3.9(a) is delivered to the Secretary and at the time of the annual meeting, who held Shares continuously for such period (the “Holding Period”), who is entitled to vote at the meeting, meeting and who complied with the notice procedures set forth in this Section 3.8(a3.9(a).
(2) and, with respect to the proposal of business (other than nominations of persons for election as a Trustee), who held, together with any other Shareholders proposing such business, Qualifying Shares continuously for the Holding Period. For purposes of this Section 3.8(a)(1), “Qualifying Shares” shall mean 5% of the Outstanding Shares of the Trust or 5% of the Outstanding Shares of the Series or Class to which the proposal relates. For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.83.9, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and any such proposed other business (other than nominations of persons for election as a Trustee) must otherwise be a proper matter for action by Shareholders. Without limiting the generality of the foregoing, no proposal may be made with respect to any matter that the Shareholders do not have the right to vote on under Section 1 of Article VII of the Declaration of Trust. To be timely, a Shareholder’s 's notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the mailing of the notice for the preceding year’s 's annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty (30) days from the anniversary date of the mailing of the notice for the preceding year’s 's annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above. A Shareholder’s 's notice to be proper must set forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made forth (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation, which is complied with, that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation, which is complied with, that the Shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (b) as to each person whom the Shareholder proposes to nominate for election as a Trustee (i) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience or reelection as a trustee or director or senior officer of public or private companies(A) the name, and directorships on other boards of other registered investment companies), current employment, date of birthage, business address and residence address, and the names and addresses address of at least three professional referencessuch person, (iiB) the class and number of shares of stock of the Trust that are beneficially owned or owned of record by such person and (C) all other information as relating to whether such person that is required to be disclosed in solicitations of proxies for election of trustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the candidate is, has been or may be an “interested Exchange Act (including such person” (as such term is defined 's written consent to being named in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Trustees to make such determination, (iii) the written and signed consent of the candidate to be named proxy statement as a nominee and to serve serving as a Trustee of the Trust, trustee if elected, ); (iv) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate, and (v) such other information that would be helpful to the Trustees in evaluating the candidate; and (cii) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and the of each beneficial owner, if any, on whose behalf the proposal is made. A ; and (iii) as to the Shareholder providing giving the notice of any and each beneficial owner, if any, on whose behalf the nomination or any other business proposed proposal is made, (x) the name and address of such Shareholder, as they appear on the Trust's stock ledger and current name and address, if different, and of such beneficial owner, and (y) the class and number of shares of stock of the Trust which are owned beneficially and of record by such Shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 3.9 to the contrary, in the event that the number of trustees to be made elected to the Board of Trustees is increased and there is no public announcement by the Trust of such action or specifying the size of the increased Trustees at least one hundred (100) days prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting, a meeting shall further update and supplement such Shareholder's notice so that: (a) the information provided in such notice pursuant to required by this Section 3.8 3.9(a) shall also be complete and correct as of considered timely, but only with respect to nominees for any new positions created by such increase, if the record date for determining the Shareholders entitled notice is delivered to receive notice of the meeting, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office offices of the Trust not later than five (5) the close of business days after on the record date for determining 10th day immediately following the Shareholders entitled to receive notice of day on which such meeting and (b) with respect to nominations of persons for election as a Trustee, any additional information reasonably requested public announcement is first made by the Board of Trustees to determine that each person whom the Shareholder proposes to nominate for election as a Trustee is qualified to act as a Trustee, including information reasonably requested by the Board of Trustees to determine that such proposed candidate has met the trustee qualifications as set out in Section 4.6 of these By-Laws, is provided, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office of the Trust not later than five (5) business days after the request by the Board of Trustees for additional information regarding trustee qualifications has been delivered to, or mailed and received by, such Shareholder providing notice of any nominationTrust.
Appears in 6 contracts
Samples: By Laws (Calamos Convertible Opportunities & Income Fund), By Laws (Calamos Global Total Return Fund), By Laws (Calamos Strategic Total Return Fund)
Annual Meetings of Shareholders. (1) Nominations of persons for election as a Trustee and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust’s notice of meeting (or any supplement thereto)meeting, (ii) by or at the direction of the Trustees or any committee thereof or (iii) by any Shareholder of the Trust who was a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(a3.9(a) is delivered to the Secretary and at the time of the annual meeting, who held Shares continuously for such period (the “Holding Period”), who is entitled to vote at the meeting, meeting and who complied with the notice procedures set forth out in this Section 3.8(a3.9(a).
(2) and, with respect to the proposal of business (other than nominations of persons for election as a Trustee), who held, together with any other Shareholders proposing such business, Qualifying Shares continuously for the Holding Period. For purposes of this Section 3.8(a)(1), “Qualifying Shares” shall mean 5% of the Outstanding Shares of the Trust or 5% of the Outstanding Shares of the Series or Class to which the proposal relates. For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.83.9, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and any such proposed other business (other than nominations of persons for election as a Trustee) must otherwise be a proper matter for action by Shareholders. Without limiting the generality of the foregoing, no proposal may be made with respect to any matter that the Shareholders do not have the right to vote on under Section 1 of Article VII of the Declaration of Trust. To be timely, a Shareholder’s notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty (30) days from the anniversary date of the mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. A Shareholder’s notice to be proper must set forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made out (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation, which is complied with, that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation, which is complied with, that the Shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (b) as to each person whom the Shareholder proposes to nominate for election as a Trustee (i) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience or reelection as a trustee or director or senior officer of public or private companies(A) the name, and directorships on other boards of other registered investment companies), current employment, date of birthage, business address and residence address, and the names and addresses address of at least three professional referencessuch person, (iiB) the class and number of shares of stock of the Trust that are beneficially owned or owned of record by such person and (C) all other information as relating to whether such person that is required to be disclosed in solicitations of proxies for election of trustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the candidate is, has been or may be an “interested Exchange Act (including such person” (as such term is defined ’s written consent to being named in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Trustees to make such determination, (iii) the written and signed consent of the candidate to be named proxy statement as a nominee and to serve serving as a Trustee of the Trust, trustee if elected, ); (iv) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate, and (v) such other information that would be helpful to the Trustees in evaluating the candidate; and (cii) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and the of each beneficial owner, if any, on whose behalf the proposal is made. A ; and (iii) as to the Shareholder providing giving the notice of any and each beneficial owner, if any, on whose behalf the nomination or any other business proposed proposal is made, (x) the name and address of such Shareholder, as they appear on the Trust’s stock ledger and current name and address, if different, and of such beneficial owner, and (y) the class and number of shares of stock of the Trust which are owned beneficially and of record by such Shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 3.9 to the contrary, in the event that the number of trustees to be made elected to the Board of Trustees is increased and there is no public announcement by the Trust of such action or specifying the size of the increased Trustees at least one hundred (100) days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting, a meeting shall further update and supplement such Shareholder’s notice so that: (a) the information provided in such notice pursuant to required by this Section 3.8 3.9(a) shall also be complete and correct as of considered timely, but only with respect to nominees for any new positions created by such increase, if the record date for determining the Shareholders entitled notice is delivered to receive notice of the meeting, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office offices of the Trust not later than five (5) the close of business days after on the record date for determining 10th day immediately following the Shareholders entitled to receive notice of day on which such meeting and (b) with respect to nominations of persons for election as a Trustee, any additional information reasonably requested public announcement is first made by the Board of Trustees to determine that each person whom the Shareholder proposes to nominate for election as a Trustee is qualified to act as a Trustee, including information reasonably requested by the Board of Trustees to determine that such proposed candidate has met the trustee qualifications as set out in Section 4.6 of these By-Laws, is provided, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office of the Trust not later than five (5) business days after the request by the Board of Trustees for additional information regarding trustee qualifications has been delivered to, or mailed and received by, such Shareholder providing notice of any nominationTrust.
Appears in 3 contracts
Samples: By Laws (Cushing American Renaissance Fund), By Laws (Cushing Royalty & Income Fund), By Laws (Cushing MLP Total Return Fund)
Annual Meetings of Shareholders. (1i) Nominations Except in the case of persons the Initial Board, nominations of individuals for election to the Board of Directors of the Sponsor, other than the Chairman, for so long as the Manager is entitled to appoint a Trustee director of the Board of Directors to serve as Chairman pursuant to the terms of the Management Services Agreement, and the proposal of other business to be considered by the Shareholders Shareholders, may be made at an annual meeting of Shareholders (iA) pursuant to the Trust’s 's notice of meeting (or any supplement thereto)delivered pursuant to Section 5.04 hereof, (iiB) by or at the direction of the Trustees or any committee thereof Board of Directors or (iiiC) by any Shareholder of the Trust who was a Shareholder of record at the time the notice provided for in this Section 3.8(a) is delivered to the Secretary and at the time of the annual meeting, who held Shares continuously for such period (the “Holding Period”), who is entitled to vote at the meeting, who complied complies with the notice procedures set forth in this Section 3.8(aclauses (ii) and, with respect to the proposal of business and (other than nominations of persons for election as a Trustee), who held, together with any other Shareholders proposing such business, Qualifying Shares continuously for the Holding Period. For purposes iii) of this Section 3.8(a)(15.08(a). In addition to any other applicable requirements, “Qualifying Shares” shall mean 5% for a nomination for election of a director to be made by a Shareholder or for business to be properly brought before an annual meeting by a Shareholder, such Shareholder must (A) be a Shareholder of record on both (1) the date of the Outstanding Shares delivery of such nomination or the date of the Trust or 5% giving of the Outstanding Shares notice provided for in this Section 5.08(a) and (2) the record date for the determination of Shareholders entitled to vote at such annual meeting and (B) have given timely notice thereof in proper written form in accordance with the Series or Class requirements of this Section 5.08 (a) to which the proposal relates. Secretary.
(ii) For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iiiC) of paragraph (a)(1a)(i) of this Section 3.85.08, the a Shareholder must have given timely notice thereof in writing to the Secretary and, in the case of the Trust and any such proposed business (other than nominations of persons for election as a Trustee) nominations, such other business must otherwise be a proper matter for action by Shareholders. Without limiting the generality of the foregoing, no proposal may be made with respect to any matter that the Shareholders do not have the right to vote on under Section 1 of Article VII of the Declaration of TrustShareholder action. To be timely, a Shareholder’s 's notice must shall be delivered to the Secretary at the principal executive office offices of the Trust by Sponsor not later less than the close of business on the 90th day one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the mailing of the notice for the preceding year’s 's annual meeting; provided, however, that that, in the event that the date case of the mailing first annual meeting of Shareholders, a Shareholder's notice shall be timely if it is delivered to the Secretary at the principal executive offices of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered Sponsor not earlier than the close of business on the 120th one hundred and twentieth (120th) day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th ninetieth (90th) day prior to the date of mailing of the notice for such annual meeting or the 10th tenth (10th) day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trustmade. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described abovein this Section 5.08(a). A Subject to Section 5.08(a)(i), such Shareholder’s 's notice to be proper must shall set forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation, which is complied with, that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation, which is complied with, that the Shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (bA) as to each person individual whom the such Shareholder proposes to nominate for election or reelection as a Trustee (i) a full listing director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in Regulation 14A under the proposed candidate’s educationExchange Act, experience (including knowledge of the investment company industry, experience as a trustee or director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references, (ii) information as such individual's written consent to whether the candidate is, has been or may be an “interested person” (as such term is defined being named in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Trustees to make such determination, (iii) the written and signed consent of the candidate to be named proxy statement as a nominee and to serve serving as a Trustee of the Trust, director if elected, ; (iv) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate, and (v) such other information that would be helpful to the Trustees in evaluating the candidate; and (cB) as to any other business that the such Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and the beneficial ownerowner or holder of Shares, if any, on whose behalf the proposal is made. A ; and (C) as to such Shareholder providing giving the notice of any and the beneficial owner, if any, on whose behalf the nomination or any other business proposed proposal is made, (1) the name and address of such Shareholder as they appear on the Trust's books and of such beneficial owner and (2) the number of Shares which are owned beneficially and of record by such Shareholder and such beneficial owner. Notwithstanding anything in the second sentence of clause (ii) of this Section 5.08(a) 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 naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Sponsor, on behalf of the Trust at least one hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a meeting shall further update and supplement such Shareholder's notice so that: (a) the information provided in such notice pursuant to required by this Section 3.8 5.08 shall also be complete and correct as of the record date considered timely, but only with respect to nominees for determining the Shareholders entitled to receive notice of the meetingany new positions created by such increase, and such update and supplement if it shall be delivered to, or be mailed and received by, to the Secretary at the principal executive office offices of the Trust Sponsor not later than five the close of business on the tenth (510th) business days after day following the record date for determining the Shareholders entitled to receive notice of day on which such meeting and (b) with respect to nominations of persons for election as a Trustee, any additional information reasonably requested public announcement is first made by the Board of Trustees to determine that each person whom the Shareholder proposes to nominate for election as a Trustee is qualified to act as a TrusteeSponsor, including information reasonably requested by the Board of Trustees to determine that such proposed candidate has met the trustee qualifications as set out in Section 4.6 of these By-Laws, is provided, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office on behalf of the Trust not later than five (5) business days after the request by the Board of Trustees for additional information regarding trustee qualifications has been delivered to, or mailed and received by, such Shareholder providing notice of any nominationTrust.
Appears in 1 contract
Samples: Trust Agreement (Macquarie Infrastructure CO Trust)
Annual Meetings of Shareholders. (1i) Nominations of persons individuals for election as a Trustee to the Board of Trustees and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders may be properly brought before the meeting (iA) pursuant to the Trust’s notice of meeting (or any supplement thereto), (ii) otherwise properly brought before the meeting by or at the direction of the Board of Trustees or any committee thereof or (iiiB) by any Shareholder of the Trust who was (1) has continuously held at least $2,000 in market value, or 1%, of the Shares entitled to vote at the meeting on such election or the proposal for other business, as the case may be, for at least one year from the date such Shareholder gives the notice provided for in this Section 8.12(b) (or, if such notice is given prior to December 31, 2009, continuously held Shares since the Shares have been listed for trading on the NYSE Amex LLC and without regard to the $2,000 market value, or 1%, requirement), and continuously holds such Shares through and including the time of the annual meeting (including any adjournment or postponement thereof), (2) is a Shareholder of record at the time of giving the notice provided for in this Section 3.8(a8.12(b) is delivered to the Secretary through and at including the time of the annual meeting, who held Shares continuously for such period meeting (the “Holding Period”including any adjournment or postponement thereof), who (3) is entitled to make nominations or propose other business and to vote at the meetingmeeting on such election, who complied or the proposal for other business, as the case may be and (4) complies with the notice procedures set forth in this Section 3.8(a8.12 as to such nomination or other business. Section 8.12(b)(i)(B) andshall be the exclusive means for a Shareholder to make nominations or propose other business before an annual meeting of Shareholders, with respect except to the proposal extent of business (other than nominations matters which are required to be presented to Shareholders by applicable law which have been properly presented in accordance with the requirements of persons for election as a Trustee), who held, together with any other Shareholders proposing such business, Qualifying Shares continuously for the Holding Periodlaw. For purposes of this determining compliance with the requirement in subclause (1) of Section 3.8(a)(18.12(b)(i)(B), “Qualifying Shares” (A) the market value of Common Shares held by the applicable Shareholder shall mean 5% be determined by multiplying the number of Common Shares such Shareholder continuously held for that one-year period by the highest selling price of the Outstanding Common Shares of as reported on the Trust or 5% of the Outstanding Shares of the Series or Class to principal exchange on which the proposal relates. Trust’s Common Shares are listed during the 60 calendar days before the date such notice was submitted and (B) the market value of Preferred Shares held by the applicable Shareholder shall be determined by multiplying the number of Preferred Shares such Shareholder continuously held for that one-year period by the Liquidation Preference (as that term is defined in Article X) of such Preferred Shares.
(ii) For nominations for election to the Board of Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.88.12(b)(i)(B), the Shareholder must shall have given timely notice thereof in writing to the Secretary of the Trust in accordance with this Section 8.12 and any such proposed other business (other than nominations of persons for election as a Trustee) must shall otherwise be a proper matter for action by Shareholders. Without limiting the generality of the foregoing, no proposal may be made with respect to any matter that the Shareholders do not have the right to vote on under Section 1 of Article VII of the Declaration of Trust. To be timely, a Shareholder’s notice must shall set forth all information required under this Section 8.12 and shall be delivered to the Secretary at the principal executive office offices of the Trust by not later than the close of business 5:00 p.m. (Eastern Time) on the 90th 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th 150th day prior to the first anniversary of the date of the mailing of the notice proxy statement for the preceding year’s annual meeting; providedprovided that for any nominations or other business to be properly brought before the annual meeting to occur during 2010 (the “Initial Annual Meeting”) the Shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Trust not later than 5:00 p.m. (Eastern Time) on December 31, 2009 nor earlier than December 1, 2009; provided further, however, that in the event that the date of the mailing of the notice proxy statement for the annual meeting is advanced or delayed by more than thirty 30 days from earlier than the first anniversary of the date of the mailing of the notice proxy statement for the preceding year’s annual meeting, notice by the Shareholder to be timely must shall be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business 5:00 p.m. (Eastern Time) on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the earlier of the day on which (A) notice of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall Neither the postponement or adjournment of an annual meeting, nor the public announcement of a such postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time adjournment, shall commence a new time period for the giving of a Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 8.12(b)(ii) unless such Shareholder holds a certificate for all Shares owned by such Shareholder during all times described in Section 8.12(b)(i), and a copy of each such certificate held by such Shareholder at the time of giving such notice shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, that, if at the time of giving such notice Preferred Shares may only be held in book-entry form, then such Shareholder shall in lieu of delivering certificates for all such Preferred Shares deliver at the time of giving such notice evidence that such Shareholder is the Beneficial Owner (as that term is defined in Article X) for all Preferred Shares held by such Shareholder during all times described in Section 8.12(b)(i). A Shareholder’s notice to be proper must shall set forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation, which is complied with, that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation, which is complied with, that the Shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (b) :
A. as to each person individual whom the Shareholder proposes to nominate for election or reelection as a Trustee (ia “Proposed Nominee”) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience as a trustee or director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references, (ii) information as to whether the candidate is, has been or may be an “interested person” any Proposed Nominee Associated Person (as such term is defined in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Trustees to make such determination, (iii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected, (iv) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate, and (v) such other information that would be helpful to the Trustees in evaluating the candidate; and (c) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made. A Shareholder providing notice of any nomination or any other business proposed to be made at a meeting shall further update and supplement such notice so that: (a) the information provided in such notice pursuant to this Section 3.8 shall be complete and correct as of the record date for determining the Shareholders entitled to receive notice of the meeting, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office of the Trust not later than five (5) business days after the record date for determining the Shareholders entitled to receive notice of such meeting and (b) with respect to nominations of persons for election as a Trustee, any additional information reasonably requested by the Board of Trustees to determine that each person whom the Shareholder proposes to nominate for election as a Trustee is qualified to act as a Trustee, including information reasonably requested by the Board of Trustees to determine that such proposed candidate has met the trustee qualifications as set out in Section 4.6 of these By-Laws, is provided, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office of the Trust not later than five (5) business days after the request by the Board of Trustees for additional information regarding trustee qualifications has been delivered to, or mailed and received by, such Shareholder providing notice of any nomination.Section
Appears in 1 contract
Samples: Bylaws (RMR Real Estate Income Fund)
Annual Meetings of Shareholders. (1i) Nominations of persons individuals for election as a Trustee to the Board of Trustees and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders may be properly brought before the meeting (iA) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), (ii) otherwise properly brought before the meeting by or at the direction of the Board of Trustees or any committee thereof or (iiiB) by any Shareholder of the Trust who was (1) has continuously held at least $2,000 in market value, or 1%, of the Shares entitled to vote at the meeting on such election or the proposal for other business, as the case may be, for at least one year from the date such Shareholder gives the notice provided for in this Section 8.12(b) (or, if such notice is given prior to December 31, 2009, continuously held Shares since the Shares have been listed for trading on the NYSE Amex LLC and without regard to the $2,000 market value, or 1%, requirement), and continuously holds such Shares through and including the time of the annual meeting (including any adjournment or postponement thereof), (2) is a Shareholder of record at the time of giving the notice provided for in this Section 3.8(a8.12(b) is delivered to the Secretary through and at including the time of the annual meeting, who held Shares continuously for such period meeting (the “Holding Period”including any adjournment or postponement thereof), who (3) is entitled to make nominations or propose other business and to vote at the meetingmeeting on such election, who complied or the proposal for other business, as the case may be and (4) complies with the notice procedures set forth in this Section 3.8(a8.12 as to such nomination or other business. Section 8.12(b)(i)(B) andshall be the exclusive means for a Shareholder to make nominations or propose other business before an annual meeting of Shareholders, with respect except to the proposal extent of business (other than nominations matters which are required to be presented to Shareholders by applicable law which have been properly presented in accordance with the requirements of persons for election as a Trustee), who held, together with any other Shareholders proposing such business, Qualifying Shares continuously for the Holding Periodlaw. For purposes of this determining compliance with the requirement in subclause (1) of Section 3.8(a)(18.12(b)(i)(B), “Qualifying Shares” (A) the market value of Common Shares held by the applicable Shareholder shall mean 5% be determined by multiplying the number of Common Shares such Shareholder continuously held for that one-year period by the highest selling price of the Outstanding Common Shares of as reported on the Trust or 5% of the Outstanding Shares of the Series or Class to principal exchange on which the proposal relates. Trust's Common Shares are listed during the 60 calendar days before the date such notice was submitted and (B) the market value of Preferred Shares held by the applicable Shareholder shall be determined by multiplying the number of Preferred Shares such Shareholder continuously held for that one-year period by the Liquidation Preference (as that term is defined in Article X) of such Preferred Shares.
(ii) For nominations for election to the Board of Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 3.88.12(b)(i)(B), the Shareholder must shall have given timely notice thereof in writing to the Secretary of the Trust in accordance with this Section 8.12 and any such proposed other business (other than nominations of persons for election as a Trustee) must shall otherwise be a proper matter for action by Shareholders. Without limiting the generality of the foregoing, no proposal may be made with respect to any matter that the Shareholders do not have the right to vote on under Section 1 of Article VII of the Declaration of Trust. To be timely, a Shareholder’s 's notice must shall set forth all information required under this Section 8.12 and shall be delivered to the Secretary at the principal executive office offices of the Trust by not later than the close of business 5:00 p.m.(Eastern Time) on the 90th 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th 150th day prior to the first anniversary of the date of the mailing of the notice proxy statement for the preceding year’s 's annual meeting; providedprovided that for any nominations or other business to be properly brought before the annual meeting to occur during 2010 (the "Initial Annual Meeting") the Shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Trust not later than 5:00 p.m.(Eastern Time) on December 31, 2009 nor earlier than December 1, 2009; provided further, however, that in the event that the annual meeting is called for a date that is more than 30 days earlier or later than the first anniversary of the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s 's annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. A Shareholder’s notice to be proper must set forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation, which is complied with, that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation, which is complied with, that the Shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (b) as to each person whom the Shareholder proposes to nominate for election as a Trustee (i) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience as a trustee or director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references, (ii) information as to whether the candidate is, has been or may be an “interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Trustees to make such determination, (iii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee of the Trust, if elected, (iv) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate, and (v) such other information that would be helpful to the Trustees in evaluating the candidate; and (c) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made. A Shareholder providing notice of any nomination or any other business proposed to be made at a meeting shall further update and supplement such notice so that: (a) the information provided in such notice pursuant to this Section 3.8 shall be complete and correct as of the record date for determining the Shareholders entitled to receive notice of the meeting, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office of the Trust not later than five (5) business days after the record date for determining the Shareholders entitled to receive notice of such meeting and (b) with respect to nominations of persons for election as a Trustee, any additional information reasonably requested by the Board of Trustees to determine that each person whom the Shareholder proposes to nominate for election as a Trustee is qualified to act as a Trustee, including information reasonably requested by the Board of Trustees to determine that such proposed candidate has met the trustee qualifications as set out in Section 4.6 of these By-Laws, is provided, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office of the Trust not later than five (5) business days after the request by the Board of Trustees for additional information regarding trustee qualifications has been delivered to, or mailed and received by, such Shareholder providing notice of any nomination.
Appears in 1 contract
Samples: Bylaws (RMR Real Estate Income Fund)
Annual Meetings of Shareholders. (1i) Nominations Except in the case of persons the Initial Board, nominations of individuals for election to the Board of Directors of the Sponsor, other than the Chairman, for so long as the Manager is entitled to appoint a Trustee director of the Board of Directors to serve as Chairman pursuant to the terms of the Management Services Agreement, and the proposal of other business to be considered by the Shareholders Shareholders, may be made at an annual meeting of Shareholders (iA) pursuant to the Trust’s 's notice of meeting (or any supplement thereto)delivered pursuant to Section 5.04 hereof, (iiB) by or at the direction of the Trustees or any committee thereof Board of Directors or (iiiC) by any Shareholder of the Trust who was a Shareholder of record at the time the notice provided for in this Section 3.8(a) is delivered to the Secretary and at the time of the annual meeting, who held Shares continuously for such period (the “Holding Period”), who is entitled to vote at the meeting, who complied complies with the notice procedures set forth in this Section 3.8(aclause (ii) and, with respect to the proposal of business (other than nominations of persons for election as a Trustee), who held, together with any other Shareholders proposing such business, Qualifying Shares continuously for the Holding Period. For purposes of this Section 3.8(a)(15.08(a). In addition to any other applicable requirements, “Qualifying Shares” shall mean 5% for a nomination for election of a director to be made by a Shareholder or for business to be properly brought before an annual meeting by a Shareholder, such Shareholder must (A) be a Shareholder of record on both (1) the date of the Outstanding Shares delivery of such nomination or the date of the Trust or 5% giving of the Outstanding Shares notice provided for in this Section 5.08(a) and (2) the record date for the determination of Shareholders entitled to vote at such annual meeting and (B) have given timely notice thereof in proper written form in accordance with the Series or Class requirements of this Section 5.08 (a) to which the proposal relates. Secretary.
(ii) For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iiiC) of paragraph (a)(1a)(i) of this Section 3.85.08, the a Shareholder must have given timely notice thereof in writing to the Secretary and, in the case of the Trust and any such proposed business (other than nominations of persons for election as a Trustee) nominations, such other business must otherwise be a proper matter for action by Shareholders. Without limiting the generality of the foregoing, no proposal may be made with respect to any matter that the Shareholders do not have the right to vote on under Section 1 of Article VII of the Declaration of TrustShareholder action. To be timely, a Shareholder’s 's notice must shall be delivered to the Secretary at the principal executive office offices of the Trust by Sponsor not later less than the close of business on the 90th day one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the mailing of the notice for the preceding year’s 's annual meeting; provided, however, that that, in the event that the date case of the mailing first annual meeting of Shareholders, a Shareholder's notice shall be timely if it is delivered to the Secretary at the principal executive offices of the notice for the annual meeting is advanced or delayed by more than thirty days from the anniversary date of the mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered Sponsor not earlier than the close of business on the 120th one hundred and twentieth (120th) day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th ninetieth (90th) day prior to the date of mailing of the notice for such annual meeting or the 10th tenth (10th) day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trustmade. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described abovein this Section 5.08(a). A Subject to Section 5.08(a)(i), such Shareholder’s 's notice to be proper must shall set forth: (a) as to the Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made (i) the name and address of such Shareholder, as they appear in the Trust’s books, and of such beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to which the Shareholder recommendation is being made (including, in the case of a nomination, the candidate), and if none, so specify, (iv) a representation, which is complied with, that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation, which is complied with, that the Shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the Exchange Act and the rules and regulations promulgated thereunder; (bA) as to each person individual whom the such Shareholder proposes to nominate for election or reelection as a Trustee (i) a full listing director, all information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in Regulation 14A under the proposed candidate’s educationExchange Act, experience (including knowledge of the investment company industry, experience as a trustee or director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business and residence address, and the names and addresses of at least three professional references, (ii) information as such individual's written consent to whether the candidate is, has been or may be an “interested person” (as such term is defined being named in the Investment Company Act of 1940, as amended) of the Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the Trustees to make such determination, (iii) the written and signed consent of the candidate to be named proxy statement as a nominee and to serve serving as a Trustee of the Trust, director if elected, ; (iv) the class or series and number of all shares of the Trust or any other Trust owned of record or beneficially by the candidate, as reported by the candidate, and (v) such other information that would be helpful to the Trustees in evaluating the candidate; and (cB) as to any other business that the such Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and the beneficial ownerowner or holder of Shares, if any, on whose behalf the proposal is made. A ; and (C) as to such Shareholder providing giving the notice of any and the beneficial owner, if any, on whose behalf the nomination or any other business proposed proposal is made, (1) the name and address of such Shareholder as they appear on the Trust's books and of such beneficial owner and (2) the number of Shares which are owned beneficially and of record by such Shareholder and such beneficial owner. Notwithstanding anything in the second sentence of clause (ii) of this Section 5.08(a) 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 naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Sponsor, on behalf of the Trust at least one hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a meeting shall further update and supplement such Shareholder's notice so that: (a) the information provided in such notice pursuant to required by this Section 3.8 5.08 shall also be complete and correct as of the record date considered timely, but only with respect to nominees for determining the Shareholders entitled to receive notice of the meetingany new positions created by such increase, and such update and supplement if it shall be delivered to, or be mailed and received by, to the Secretary at the principal executive office offices of the Trust Sponsor not later than five the close of business on the tenth (510th) business days after day following the record date for determining the Shareholders entitled to receive notice of day on which such meeting and (b) with respect to nominations of persons for election as a Trustee, any additional information reasonably requested public announcement is first made by the Board of Trustees to determine that each person whom the Shareholder proposes to nominate for election as a Trustee is qualified to act as a TrusteeSponsor, including information reasonably requested by the Board of Trustees to determine that such proposed candidate has met the trustee qualifications as set out in Section 4.6 of these By-Laws, is provided, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary at the principal executive office on behalf of the Trust not later than five (5) business days after the request by the Board of Trustees for additional information regarding trustee qualifications has been delivered to, or mailed and received by, such Shareholder providing notice of any nominationTrust.
Appears in 1 contract
Samples: Trust Agreement (Macquarie Infrastructure CO Trust)