BYLAWS OF BROADWAY TRUST
OF
ARTICLE
1
Agreement
and Declaration of Trust and Offices
1.1 Agreement
and Declaration of Trust.
These
Bylaws shall be subject to the Agreement and Declaration of Trust, as from
time
to time in effect (the "Declaration of Trust"), of the Broadway Trust, 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 in Cincinnati, Ohio.
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. The Trustees may adopt such rules and regulations for the conduct
of their meetings and the management of the affairs of the Trust as they may
deem proper, not inconsistent with applicable law, the Declaration of Trust
or
these Bylaws.
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, the 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.
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 or by telegram at least twenty-four 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
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.
One or
more of the Trustees or of any committee of the Trustees may participate in
a
meeting thereof 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.
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 Right
to Dissent.
A
Trustee who is present at a meeting of the Trustees at which action on any
Trust
matter is taken shall be presumed to have assented to the action unless his
or
her dissent shall be entered in the minutes of the meeting before the
adjournment thereof or unless he or she shall file his or her written dissent
to
such action with the person acting as secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Trustee who voted in favor of such
action.
ARTICLE
3
Officers
3.1 Enumeration;
Qualification.
The
officers of the Trust shall be a President, a Treasurer, a Secretary and such
other officers, including a Chairman and/or Vice Presidents, if any, as the
Trustees from time to time may in their discretion elect. The Trust may also
have such agents as the Trustees from time to time may in their discretion
appoint. The Chairman and the President of the Trust shall be Trustees and
may,
but need not be, Shareholders; and any other officer may, but need not be,
a
Trustee or Shareholder. Any two or more offices may be held by the same
person.
3.2 Election.
The
Chairman, the President, the Treasurer and the Secretary shall be elected
annually by the 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.
2
3.3 Tenure.
The
Chairman, the President, the Treasurer and the Secretary 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 other 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 Bylaws, 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 Chairman.
Unless
the Trustees otherwise provide, the Chairman of the Board (of Trustees) shall
preside at all meetings of the Shareholders and of the Trustees. In addition,
the Chairman of the Board shall be the chief executive officer of the
Trust.
3.6
President.
Unless
the Trustees otherwise provide, in the absence of the Chairman of the Board,
the
President shall preside at all meetings of the Shareholders and of the Trustees,
or, in the absence of the President, any other Trustee chosen by the Trustees
shall preside at all meetings of the Shareholders and of the Trustees. In the
absence of a Chairman of the Board, the President shall be the chief executive
officer of the Trust.
3.7 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 Chairman or President.
3.8 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.
3.9 Resignations
and Removals.
Any
Trustee or officer may resign at any time by written instrument signed by him
or
her and delivered to the Chairman or the President or the Secretary or 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. 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.
3
3.10
Bonds
and Surety.
Any
officer may be required by the Trustees to be bonded for the faithful
performance of his or her duties in such amount and with such sureties as the
Trustees may determine.
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 and may delegate thereto
some or all of their powers except those which by law, by the Declaration of
Trust, or by these Bylaws may not be delegated. 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 Bylaws 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, 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.
4
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 a Chairman, the President,
any Vice President, the Secretary or the Treasurer and need not bear the seal
of
the Trust, but shall state the substance of or make reference to the provisions
of Section 6.1 of the Declaration of 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 Chairman or 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 or she 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 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.
5
ARTICLE
10
Custodian
10.1
General.
The
Trust shall at all times employ a bank or trust company or such other
institution as may meet the requirements of the Investment Company Act of 1940
as Custodian of the assets of the Trust. 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.
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 or she 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 or she 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 Chairman,
or in the absence of a Chairman, 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 Bylaws
13.1
General.
These
Bylaws 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.
6
