Common use of Shareholder Action by Written Consent without a Meeting Clause in Contracts

Shareholder Action by Written Consent without a Meeting. (a) Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if written or electronic consent setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. All such consents shall be filed with the Secretary of the Fund and shall be maintained in the Fund’s records. Any Shareholder giving a written or electronic consent may revoke the consent by a writing received by the Secretary of the Fund before written or electronic consents of the number of Shares required to authorize the proposed action have been filed with the Secretary. (b) If the consents of all Shareholders entitled to vote have not been received, the Secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.