By-Laws of Natural State Funds
of
ARTICLE
1
Agreement and Declaration of
Trust and Offices
1.1 Agreement and Declaration of
Trust. These By-Laws shall be subject to the Agreement and
Declaration of Trust, as from time to time in effect (the "Declaration of
Trust"), of Natural State Funds, the Ohio business trust established by the
Declaration of Trust (the "Trust").
1.2 Offices. The
Trust may maintain one or more other offices, including its principal office, in
or outside of Ohio, in such cities as the Trustees may determine from time to
time. Unless the Trustees otherwise determine, the principal office
of the Trust shall be located at 000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx
Xxxx, XX 00000.
ARTICLE
2
Meetings of
Trustees
2.1 Regular
Meetings. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from time to
time determine, provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees. A regular
meeting of the Trustees may be held without call or notice immediately after and
at the same place as any meeting of the shareholders.
2.2 Special
Meetings. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meeting when called by the
Chairman, President or the Treasurer or by two or more Trustees, sufficient
notice thereof being given to each Trustee by the Secretary or an Assistant
Secretary or by the officer or the Trustees calling the meeting. Such
special meetings shall be held at such place or places within or outside of the
State of Ohio.
2.3 Notice. It
shall be sufficient notice to a Trustee of a special meeting to send notice by
mail at least forty-eight hours before the meeting addressed to the Trustee at
his or her usual or last known business or residence address or to give notice
to him or her in person or by telephone or facsimile at least twenty-four hours
before the meeting. Notice of a meeting need not be given to any
Trustee if a written waiver of notice, executed by him or her before or after
the meeting, is filed with the records of the meeting, or to any Trustee who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him or her. Neither notice of a meeting nor a
waiver of a notice need specify the purposes of the meeting.
2.4 Quorum. At
any meeting of the Trustees a majority of the Trustees then in office shall
constitute a quorum. Any meeting may be adjourned from time to time
by a majority of the votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without further
notice.
2.5 Participation by
Telephone. Trustees of the Trust may participate in a regular
or special Board or Committee meeting by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting except as otherwise
provided by the Investment Company Act of 1940 (the "1940 Act").
2.6 Action by
Consent. Any action required or permitted to be taken at any
meeting of the Trustees or any committee thereof may be taken without a meeting,
if a written consent of such action is signed by a majority of the Trustees then
in office or a majority of the members of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Trustees or such committee.
2.7 Compensation and
Expenses. Trustees may, pursuant to resolution of the Board,
be paid fees for their services, which fees may consist of an annual fee or
retainer and/or fixed fee for attendance at meetings. In addition,
Trustees may in the same manner be reimbursed for expenses incurred in
connection with their attendance at meetings or otherwise in performing their
duties as Trustees. Members of committees may be allowed like
compensation and reimbursement. Nothing herein contained shall
preclude any Trustee from serving the Trust in any other capacity and receiving
compensation therefor.
2.8 Chairman and Vice Chairman
of the Board. The Board of Trustees shall choose a Chairman of
the Board from among the Trustees. The Chairman shall not be an
officer of the Trust. The Chairman of the Board shall preside at all
meetings of the Board of Trustees and of the Shareholders at which the Chairman
is present. The Chairman shall have and may exercise such powers as
are, from time to time, assigned to him or her by the Board of
Trustees.
2.9 Powers. The
Board may exercise all the powers of the Trust, except such as are by statute,
the Declaration, or these By-Laws conferred upon or reserved to the
Shareholders. The Board shall keep full and fair accounts of its
transactions. The Board will have the resources, including
appropriate funding, and authority to discharge its responsibilities, including
the authority to retain and compensate independent or special counsel and other
experts or consultants.
2.10 Numbers of
Trustees. The number of Trustees shall be such number as shall
be fixed from time to time by a written instrument signed by a majority of the
Trustees; provided, however, the number of Trustees shall in no event be reduced
to less than three by such an instrument. The
selection and nomination of Trustees who are not 'interested persons'
of the Trust, as such term is defined by the 1940 Act, and the rules thereunder,
shall be committed to the discretion of the Trustees who are not interested
persons of the Trust.
ARTICLE
3
Officers
3.1 Enumeration and
Qualification. The officers of the Trust shall be a President,
a Chief Compliance Officer, a Treasurer, an Assistant Treasurer, if any, a
Secretary, an Assistant Secretary, if any, and such other officers, including
Vice Presidents, if any, as the Trustees from time to time may in their
discretion elect. The Trust also may have such agents as the Trustees
from time to time may in their discretion appoint. Any officer may
be, but need not be, a Trustee or shareholder. The same person may
hold any two or more offices.
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3.2 Election. The
President, the Treasurer and the Secretary shall be elected annually by the
Trustees. The Chief Compliance Officer must be appointed by the
Trustees, including a majority of the independent Trustees, as defined in the
Investment Company Act of 1940 (the "Independent Trustees"). Other
officers, if any, may be elected or appointed by the Trustees at any
time. Vacancies in any office may be filled at any time, provided,
however, that filling a vacancy in the office of Chief Compliance Officer must
be approved by the Trustees, including a majority of the Independent
Trustees.
3.3 Tenure. The
officers shall hold office for one year and until their respective successors
are chosen and qualified, or in each case until he or she sooner dies, resigns,
is removed or becomes disqualified. Each officer shall hold office
and each agent shall retain authority at the pleasure of the
Trustees.
3.4 Powers. Subject
to the other provisions of these By-Laws, each officer shall have, in addition
to the duties and powers herein and in the Declaration of Trust set forth, such
duties and powers as are commonly incident to the office occupied by him or her
as if the Trust were organized as an Ohio business corporation and such other
duties and powers as the Trustees may from time to time designate.
3.5 President. The
President shall be the Chief Executive Officer of the Trust. .In the
absence of the Chairman of the Board, and unless the Trustees provide otherwise,
the President shall preside at all meetings of the Shareholders and of the Board
at which the President is present; and in general, shall perform all duties
incident to the office of a president of a Trust, and such other duties, as from
time to time, may be assigned to him by the Board.
3.6 Chief Compliance
Officer. The Chief Compliance Officer of the Trust will be
responsible for administering its compliance policies and procedures, shall have
sufficient authority and independence within the organization to compel others
to adhere to the compliance policies and procedures, shall report directly to
the Board of Trustees, shall annually furnish a written report on the operation
of the compliance policies and procedures to the Board of Trustees and shall
perform such other duties as prescribed by the Board of Trustees.
3.7 Treasurer and Assistant
Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager, or transfer, shareholder servicing or
similar agent, be in charge of the valuable papers, books of account and
accounting records of the Trust, and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the
President.
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The
Assistant Treasurer shall, in the absence of the Treasurer or in the event of
the Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform other duties and have such other
powers as the Board may from time to time prescribe.
3.8 Secretary and Assistant
Secretary. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In
the absence of the Secretary from any meeting of the shareholders or Trustees,
an assistant secretary, or if there be none or if he or she is absent, a
temporary secretary chosen at such meeting shall record the proceedings thereof
in the aforesaid books. The Secretary shall perform such other duties
and have such other powers as the Board may from time to time
prescribe.
The
Assistant Secretary shall, in the absence of the Secretary or in the event of
the Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board may from time to time prescribe.
3.9 Vice
Presidents. The Vice President or Vice Presidents, at the
request of the President, in the President's absence or during the President's
inability or refusal to act, shall perform the duties and exercise the function
of the President, and when so acting shall have the powers of the
President. If there be more than one Vice President, the Board may
determine which one or more of the Vice Presidents shall perform any of such
duties or exercise any of such functions, or if such determination is not made
by the Board, the President may make such determination. The Vice
President or Vice Presidents shall have such other powers and perform such other
duties as may be assigned by the Board, the Chairman of the Board, or the
President.
3.10 Subordinate
Officers. The Board may from time to time appoint such
subordinate officers as it may deem desirable. Each such officer
shall hold office for such period and perform such duties as the Board, the
President or the Chairman of the Board may prescribe. The Board may,
from time to time, authorize any committee or officer to appoint and remove
subordinate officers and prescribe the duties thereof.
3.11 Resignations and
Removals. Any Trustee or officer may resign at any time by
written instrument signed by him or her and delivered to the President or the
Secretary and to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by them with or
without cause, provided, however, that removal of the Chief Compliance Officer
will require approval of the Trustees, including a majority of the Independent
Trustees. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee or officer resigning and no officer removed
shall have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such
removal.
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ARTICLE
4
Committees
4.1 General. The
Trustees, by vote of a majority of the Trustees then in office, may elect from
their number an Executive Committee or other committees, each committee to
consist of two or more of the Trustees, and may delegate thereto some or all of
their powers except those which by law, by the Declaration of Trust, or by these
By-Laws may not be delegated. The Board may designate one or more
Trustees as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution, shall have and may exercise
the powers of the Board in the management of the business and affairs of the
Trust, provided, however, that in the absence or disqualification of any member
of such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified
member. Except as the Trustees may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Trustees or in such rules, its business shall be conducted so
far as possible in the same manner as is provided by these By-Laws for the
Trustees themselves. All members of such committees shall hold such
offices at the pleasure of the Trustees. The Trustees may abolish any
such committee at any time. Any committee to which the Trustees
delegate any of their powers or duties shall keep records of its meetings and
shall report its action to the Trustees. The Trustees shall have
power to rescind any action of any committee, but no such rescission shall have
retroactive effect.
ARTICLE
5
Reports
5.1 General. The
Trustees and officers shall render reports at the time and in the manner
required by the Declaration of Trust or any applicable law. Officers
and Committees shall render such additional reports as they may deem desirable
or as may from time to time be required by the Trustees.
ARTICLE
6
Fiscal
Year
6.1 General. The
fiscal year of the Trust shall be fixed by, and shall be subject to change by,
the Trustees.
ARTICLE
7
Seal
7.1 General. If
required by applicable law, the seal of the Trust shall consist of a flat-faced
die with the word "Ohio", together with the name of the Trust and the year of
its organization cut or engraved thereon, but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence shall
not impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
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ARTICLE
8
Execution of
Papers
8.1 General. Except
as the Trustees may generally or in particular cases authorize the execution
thereof in some other manner, all deeds, leases, contracts, notes and other
obligations made by the Trustees shall be signed by the President, any Vice
President, the Secretary or by the Treasurer and need not bear the seal of the
Trust.
ARTICLE
9
Issuance of Share
Certificates
9.1 Share
Certificates. In lieu of issuing certificates for shares, the
Trustees or the transfer agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize
the issuance of share certificates. In that event, each shareholder
shall be entitled to a certificate stating the number of shares owned by him, in
such form as shall be prescribed from time to time by the
Trustees. Such certificate shall be signed by the President or a
Vice-President and by the Treasurer or Assistant Treasurer. Such
signatures may be facsimiles if the certificate is signed by a transfer agent,
or by a registrar, other than a Trustee, officer or employee of the
Trust. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall cease to be such officer
before such certificate is issued, it may be issued by the Trust with the same
effect as if he were such officer at the time of its issue.
9.2 Loss of
Certificates. In case of the alleged loss or destruction or
the mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.
9.3 Issuance of New Certificate
to Pledgee. In the event certificates have been issued, a
pledgee of shares transferred as collateral security shall be entitled to a new
certificate if the instrument of transfer substantially describes the debt or
duty that is intended to be secured thereby. Such new certificate
shall express on its face that it is held as collateral security, and the name
of the pledgor shall be stated thereon, who alone shall be liable as a
shareholder, and entitled to vote thereon.
9.4 Discontinuance of Issuance
of Certificates. The Trustees may at any time discontinue the
issuance of share certificates and may, by written notice to each shareholder,
require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect the
ownership of shares in the Trust.
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9.5 Record
Dates. The Board is hereby empowered to fix, in advance, a
date as the record date for the purpose of determining Shareholders entitled to
notice of, or to vote at, any meeting of Shareholders, or Shareholders entitled
to receive payment of any dividend, capital gains distribution or the allotment
of any rights, or in order to make a determination of Shareholders for any other
proper purpose. Such date in any case shall be set as provided in the
Declaration of Trust.
ARTICLE
10
Custodian
10.1 General. The
Trust shall at all times employ a bank or trust company having a capital,
surplus and undivided profits of at least Five Hundred Thousand ($500,000)
Dollars as Custodian of the capital assets of the Trust, provided such a
Custodian satisfies the requirements of Section 17(f) of the 1940 Act and the
rules thereunder. The Custodian shall be compensated for its services
by the Trust, and upon such basis as shall be agreed upon from time to time
between the Trust and the Custodian. The Trust shall enter into a
written contract with the Custodian regarding the powers, duties and
compensation of the Custodian with respect to the cash and securities of the
Trust.
The
Trustees may direct the Custodian to deposit all or any part of the securities
owned by the Trust in a system for the central handling of securities
established by a national securities exchange or a national securities
association registered with the Securities and Exchange Commission, or otherwise
in accordance with applicable law, pursuant to which system all securities of
any particular class or series of any issuer deposited within the system are
treated as fungible and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities, provided that all such deposits
shall be subject to withdrawal only upon the order of the Trust.
The
Trustees may direct the Custodian to accept written receipts or other written
evidence indicating purchases of securities held in book-entry form in the
Federal Reserve System in accordance with regulations promulgated by the Board
of Governors of the Federal Reserve System and the local Federal Reserve Banks
in lieu of receipt of certificates representing such securities.
10.2 Checks. All
checks or demands for money and notes of the Trust shall be signed by such
officer or officers or such other person or persons as the Board may from time
to time designate.
10.3 Representation of
Shares. Any officer of the Trust is authorized to vote,
represent and exercise any and all rights incident to any Shares of any
corporation or other business enterprise owned by the Trust.
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ARTICLE
11
Dealings with Trustees and
Officers
11.1 General. Any
Trustee, officer or other agent of the Trust may acquire, own and dispose of
shares of the Trust to the same extent as if he were not a Trustee, officer or
agent; and the Trustees may accept subscriptions to shares or repurchase shares
from any firm or company in which he is interested.
ARTICLE
12
Shareholders
12.1 Meetings. A
meeting of the shareholders of the Trust shall be held whenever called by the
Trustees, whenever election of a Trustee or Trustees by shareholders is required
by the provisions of Section 16(a) of the Investment Company Act of 1940 for
that purpose or whenever otherwise required pursuant to the Declaration of
Trust. Any meeting shall be held on such day and at such time as the
President or the Trustees may fix in the notice of the meeting.
12.2 Record
Dates. For the purpose of determining the shareholders who are
entitled to vote or act at any meeting or any adjournment thereof, or who are
entitled to receive payment of any dividend or of any other distribution, the
Trustees may from time to time fix a time, which shall be not more than 60 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or of any other distribution, as the record date for determining
the shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only shareholders of record on such record date shall have such
right, notwithstanding any transfer of shares on the books of the Trust after
the record date; or without fixing such record date the Trustees may for any
such purposes close the register or transfer books for all or any part of such
period.
ARTICLE
13
Amendments to the
By-Laws
13.1 General. These
By-Laws may be amended or repealed, in whole or in part, by a majority of the
Trustees then in office at any meeting of the Trustees, or by one or more
writings signed by such a majority.
ARTICLE
14
Indemnification
The Trust
shall provide any indemnification required by the Article VI of the Agreement
and Declaration of Trust and applicable law. Further:
(a) Expenses,
including counsel fees so incurred by any past, present and future Trustees and
officers (including persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the Trust has any interest
as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") (but excluding amounts paid in satisfaction of judgments, in compromise
or as fines or penalties), may be paid from time to time by the Trust in advance
of the final disposition of any such action, suit or proceeding upon receipt of
any undertaking by or on behalf of such Covered Person to repay amounts so paid
to the Trust if it is ultimately determined that indemnifications of such
expenses is not authorized under Article VI of the Agreement and Declaration of
Trust, provided that (i) such Covered Person shall provide security for his
undertaking, (ii) the Trust shall be insured against losses arising by reason of
such Covered Person’s failure to fulfill his undertaking or (iii) a majority of
the Trustees who are disinterested persons and who are not Interested Persons
(provided that a majority of such Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (but not a full trial-type inquiry), that
there is reason to believe such Covered Person ultimately will be entitled to
indemnification.
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(b) The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a pleas of nolo contenders or its equivalent, shall not, of
itself, create a presumption that the person did not reasonably believe his or
her actions to be in or not opposed to the best interests of the Trust, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that such person's conduct was unlawful.
(c) Pursuant
and subject to Article 14, the Trust shall indemnify each Covered Person
against, or advance the expenses of any Covered Person for, the amount of any
deductible provided in any liability insurance policy maintained by the
Trust.
(d) Agents
and employees of the Trust who are not Trustees or officers of the Trust may be
indemnified under the same standards and procedures set forth above, in the
discretion of the Board.
(e) Nothing
in the Declaration or in these By-Laws shall be deemed to protect any Trustee or
officer of the Trust against any liability to the Trust or to its Shareholders
to which such person would otherwise be subject by reason of willful
malfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such person's office.
(f) The
Trust shall have the power to purchase and maintain insurance on behalf of any
person against any liability asserted against or incurred by such person,
whether or not the Trust would have the power to indemnify such person against
such liability under the provisions of this Article. Nevertheless,
insurance will not be purchased or maintained by the Trust if the purchase or
maintenance of such insurance would result in the indemnification of any person
in contravention of any rule or regulation and/or interpretation of the
Securities and Exchange Commission.
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