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XXXXXXXX, XXXX & XXXX INVESTMENT TRUST
By-Laws
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XXXXXXXX, AYER & WOOD INVESTMENT TRUST
BYLAWS
Table of Contents
Page
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ARTICLE I - SHAREHOLDERS AND SHAREHOLDERS' MEETINGS..........................1
SECTION 1.1 Meetings..................................................1
SECTION 1.2 Presiding Officer; Secretary..............................1
SECTION 1.3 Authority of Chairman of Meeting to Interpret Declaration
and By-Laws..........................................2
SECTION 1.4 Voting; Quorum............................................2
SECTION 1.5 Inspectors................................................2
SECTION 1.6 Shareholders' Action in Writing...........................2
ARTICLE II - TRUSTEES AND TRUSTEES' MEETINGS.................................2
SECTION 2.1 Number of Trustees........................................2
SECTION 2.2 Regular Meetings of Trustees..............................2
SECTION 2.3 Special Meetings of Trustees..............................3
SECTION 2.4 Notice of Meetings........................................3
SECTION 2.5 Quorum; Presiding Officer.................................3
SECTION 2.6 Participation by Telephone................................3
SECTION 2.7 Location of Meetings......................................4
SECTION 2.8 Votes.....................................................4
SECTION 2.9 Rulings of Chairman.......................................4
SECTION 2.10 Trustees' Action in Writing..............................4
SECTION 2.11 Resignations.............................................4
ARTICLE III - OFFICERS.......................................................4
SECTION 3.1 Officers of the Trust.....................................4
SECTION 3.2 Time and Terms of Election................................4
SECTION 3.3 Resignation and Removal...................................4
SECTION 3.4 Fidelity Bond.............................................5
SECTION 3.5 Chairman of the Trustees..................................5
SECTION 3.6 Vice Chairmen.............................................5
SECTION 3.7 President.................................................5
SECTION 3.8 Vice Presidents...........................................5
SECTION 3.9 Treasurer and Assistant Treasurers........................5
SECTION 3.10 Controller and Assistant Controllers.....................6
SECTION 3.11 Secretary and Assistant Secretaries......................6
SECTION 3.12 Substitutions............................................6
SECTION 3.13 Execution of Deeds, etc..................................6
SECTION 3.14 Power to Vote Securities.................................7
ARTICLE IV - COMMITTEES......................................................7
SECTION 4.1 Power of Trustees to Designate Committees.................7
SECTION 4.2 Rules for Conduct of Committee Affairs....................7
SECTION 4.3 Trustees May Alter, Abolish, etc., Committees.............7
SECTION 4.4 Minutes; Review by Trustees...............................8
ARTICLE V - SEAL.............................................................8
ARTICLE VI - SHARES..........................................................8
SECTION 6.1 Issuance of Shares........................................8
SECTION 6.2 Uncertificated Shares.....................................8
SECTION 6.3 Share Certificates........................................8
SECTION 6.4 Lost, Stolen, etc., Certificates..........................9
SECTION 6.5 Record Transfer of Pledged Shares.........................9
ARTICLE VII - AMENDMENTS.....................................................9
SECTION 7.1 By-Laws Subject to Amendment..............................9
SECTION 7.2 Notice of Proposal to Amend By-Laws Required.............10
BYLAWS
OF
XXXXXXXX, XXXX & XXXX INVESTMENT TRUST
These ARTICLES are the BYLAWS of Xxxxxxxx, Ayer & Wood Investment Trust, a
trust with transferable shares established under the laws of The Commonwealth of
Massachusetts (the "Trust"), pursuant to an Agreement and Declaration of Trust
of the Trust (the "Declaration") made the 13th day of August, 1986, and filed in
the office of the Secretary of the Commonwealth. These By-Laws have been adopted
by the Trustees pursuant to the authority granted by Section 3.1 of the
Declaration.
All words and terms capitalized in these By-Laws, unless otherwise defined
herein, shall have the same meanings as they have in the Declaration.
ARTICLE I
SHAREHOLDERS AND SHAREHOLDERS' MEETINGS
SECTION 1.1 Meetings. A meeting of the Shareholders of the Trust shall be
held whenever called by the Trustees and whenever election of a Trustee or
Trustees by Shareholders is required by the provisions of the 1940 Act. Meetings
of Shareholders shall also be called by the Trustees when requested in writing
by Shareholders holding at least ten percent (10%) of the Shares then
outstanding for the purpose of voting upon removal of any Trustee, or if the
Trustees shall fail to call or give notice of any such meeting of Shareholders
for a period of thirty (30) days after such application, then Shareholders
holding at least ten percent (10%) of the Shares then outstanding may call and
give notice of such meeting. Notice of Shareholders' meetings shall be given as
provided in the Declaration.
SECTION 1.2 Presiding Officer; Secretary. The Chairman of the Trustees, or
in his absence the Vice Chairman or Chairmen, if any, in the order of their
seniority or as the Trustees shall otherwise determine, and in the absence of
the Chairman and all Vice Chairmen, if any, the President, shall preside at each
Shareholders' meeting as chairman of the meeting, or in the absence of the
Chairman, all Vice Chairmen and the President, the Trustees present at the
meeting shall elect one of their number as chairman of the meeting. Unless
otherwise provided for by the Trustees, the Secretary of the Trust shall be the
secretary of all meetings of Shareholders and shall record the minutes thereof.
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SECTION 1.3 Authority of Chairman of Meeting to Interpret Declaration and
By-Laws. At any Shareholders' meeting the chairman of the meeting shall be
empowered to determine the construction or interpretation of the Declaration or
these By- Laws, or any part thereof or hereof, and his ruling shall be final.
SECTION 1.4 Voting; Quorum. At each meeting of Shareholders, except as
otherwise provided by the Declaration, every holder of record of Shares entitled
to vote shall be entitled to a number of votes equal to the number of Shares
standing in his name on the Share register of the Trust. Shareholders may vote
by proxy and the form of any such proxy may be prescribed from time to time by
the Trustees. As provided in the Declaration, a quorum shall exist if the
holders of fifty percent (50%) of the outstanding Shares of the Trust entitled
to vote without regard to Series, are present in person or by proxy, but any
lesser number shall be sufficient for adjournments. At all meetings of the
Shareholders, votes shall be taken by ballot for all matters which may be
binding upon the Trustees pursuant to Section 7.1 of the Declaration. On other
matters, votes of Shareholders need not be taken by ballot unless otherwise
provided for by the Declaration or by vote of the Trustees, or as required by
the 1940 Act, but the chairman of the meeting may in his discretion authorize
any matter to be voted upon by ballot.
SECTION 1.5 Inspectors. At any meeting of Shareholders, the chairman of
the meeting may appoint one or more Inspectors of Election or Balloting to
supervise the voting at such meeting or any adjournment thereof. If Inspectors
are not so appointed, the chairman of the meeting may, and on the request of any
Shareholder present or represented and entitled to vote shall, appoint one or
more Inspectors for such purpose. If appointed, Inspectors shall take charge of
the polls and, when the vote is completed, shall make a certificate of the
result of the vote taken and of such other facts as may be required by law.
SECTION 1.6 Shareholders' Action in Writing. Nothing in this Article I
shall limit the power of the Shareholders to take any action without a meeting
by means of written instruments as permitted by Section 7.6 of the Declaration.
ARTICLE II
TRUSTEES AND TRUSTEES' MEETINGS
SECTION 2.1 Number of Trustees. There shall initially be one (1) Trustee,
and the number of Trustees shall thereafter be such number as shall be fixed
from time to time by a vote adopted by a Majority of the Trustees.
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SECTION 2.2 Regular Meetings of Trustees. 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 such
determination, and of the time, place and purposes of the first regular meeting
thereafter, shall be given to each absent Trustee in accordance with Section 2.4
hereof.
SECTION 2.3 Special Meetings of Trustees. Special meetings of the Trustees
may be held at any time and at any place when called by the Chairman of the
Trustees, any Vice Chairman, the President or the Treasurer or by two (2) or
more Trustees, or if there shall be fewer than three (3) Trustees, by any
Trustee; provided, that notice of the time, place and purposes thereof is given
to each Trustee in accordance with Section 2.4 hereof by the Secretary or an
Assistant Secretary or by the officer or the Trustees calling the meeting.
SECTION 2.4 Notice of Meetings. Notice of any regular or special meeting
of the Trustees shall be sufficient if given orally or in writing to each
Trustee, and if sent by mail at least five (5) days, or by telegram at least
twenty-four (24) hours, before the meeting, addressed to his usual or last known
business or residence address, or if delivered to him in person or communicated
by telephone at least twenty-four (24) hours before the meeting. Notice of a
special meeting need not be given to any Trustee who was present at an earlier
meeting, not more than thirty-one (31) days prior to the subsequent meeting, at
which the subsequent meeting was called. Notice of a meeting may be waived by
any Trustee by written waiver of notice, executed by him before or after the
meeting, and such waiver shall be filed with the records of the meeting.
Attendance by a Trustee at a meeting shall constitute a waiver of notice, except
where a Trustee attends a meeting for the purpose of protesting prior thereto or
at its commencement the lack of notice.
SECTION 2.5 Quorum; Presiding Officer. At any meeting of the Trustees, a
Majority of the Trustees 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. Unless the Trustees shall otherwise elect, generally or in a
particular case, the Chairman of the Trustees, if any, or in his absence the
Vice Chairman or Vice Chairmen, if any, in the order of their seniority or as
the Trustees shall otherwise determine, or in the absence of the Chairman and
all Vice Chairmen, if any, and if he shall be a Trustee, the President, shall
preside at each meeting of the Trustees as chairman of the meeting.
SECTION 2.6 Participation by Telephone. One or more of the Trustees may
participate in a meeting thereof or of any Committee of the Trustees by means of
a conference telephone or similar communications equipment allowing all persons
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participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
SECTION 2.7 Location of Meetings. Trustees' meetings may be held at any
place, within or without Massachusetts.
SECTION 2.8 Votes. Voting at Trustees' meetings may be conducted orally,
by show of hands, or, if requested by any Trustee, by written ballot. The
results of all voting shall be recorded by the Secretary in the minute book.
SECTION 2.9 Rulings of Chairman. All other rules of conduct adopted and
used at any Trustees' meeting shall be determined by the chairman of such
meeting, whose ruling on all procedural matters shall be final.
SECTION 2.10 Trustees' Action in Writing. Nothing in this Article II shall
limit the power of the Trustees to take action without a meeting by means of a
written instrument, as provided in Section 4.2 of the Declaration.
SECTION 2.11 Resignations. Any Trustee may resign at any time by written
instrument signed by him and delivered to the Chairman, 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.
ARTICLE III
OFFICERS
SECTION 3.1 Officers of the Trust. The officers of the Trust shall consist
of a President, a Treasurer and a Secretary, and may include a Chairman of the
Trustees, one or more Vice Chairmen, Vice Presidents, Assistant Treasurers and
Assistant Secretaries, and such other officers as the Trustees may designate.
Any person may hold more than one office. Except for the Chairman and Vice
Chairmen, no officer need be a Trustee.
SECTION 3.2 Time and Terms of Election. The President, the Treasurer and
the Secretary shall be elected by the Trustees at their first meeting. All other
officers of the Trust may be elected or appointed at any meeting of the
Trustees. Officers of the Trust shall hold office for any term, or indefinitely,
as determined by the Trustees, and shall be subject to removal, with or without
cause, at any time by the Trustees.
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SECTION 3.3 Resignation and Removal. Any officer may resign at any time by
giving written notice to the Trustees. Such resignation shall take effect at the
time specified therein, and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. If the office
of any officer or agent becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise, the Trustees may
choose a successor, who shall hold office for the unexpired term in respect of
which such vacancy occurred. Except to the extent expressly provided in a
written agreement with the Trust, no officer resigning or removed shall have any
right to any compensation for any period following such resignation or removal,
or any right to damage on account of such removal.
SECTION 3.4 Fidelity Bond. The Trustees may, in their discretion, direct
any officer appointed by them to furnish at the expense of the Trust a fidelity
bond approved by the Trustees, in such amount as the Trustees may prescribe.
SECTION 3.5 Chairman of the Trustees. Unless the Trustees otherwise
provide, the Chairman of the Trustees shall preside at all meetings of the
Shareholders and of the Trustees and shall have such other powers and duties as
the Trustees may prescribe.
SECTION 3.6 Vice Chairmen. If the Trustees shall elect one or more Vice
Chairmen, the Vice Chairman or if there shall be more than one, such Vice
Chairmen in the order of their seniority or as otherwise designated by the
Trustees, shall preside at meetings of the Shareholders and of the Trustees, and
shall exercise such other powers and duties of the Chairman as the Trustees
shall determine.
SECTION 3.7 President. The President shall be the chief executive officer
of the Trust and shall have general charge and supervision of the business,
property and affairs of the Trust and such other powers and duties as the
Trustees shall prescribe.
SECTION 3.8 Vice Presidents. In the absence or disability of the
President, the Vice President or, if there shall be more than one, the Vice
Presidents in the order of their seniority or as otherwise designated by the
Trustees, shall exercise all of the powers and duties of the President. The Vice
Presidents shall have the power to execute bonds, notes, mortgages and other
contracts, agreements and instruments in the name of the Trust, and shall do and
perform such other duties as the Trustees or the President shall direct.
SECTION 3.9 Treasurer and Assistant Treasurers. The Treasurer shall be the
chief financial officer of the Trust, and shall have the custody of the Trust
Property, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Trust and shall deposit all moneys and
other valuable effects in the name and to the credit of the Trust in such
depositories as may be designated by the Trustees, taking
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proper vouchers for such disbursements, and shall have such other duties and
powers as may be prescribed from time to time by the Trustees or the President,
and shall render to the Trustees, whenever they may require it, an account
of all his transactions as Treasurer and of the financial condition of the
Trust. If no Controller is elected, the Treasurer shall also have the duties and
powers of the Controller, as provided in these By-Laws. Any Assistant Treasurer
shall have such duties and powers as shall be prescribed from time to time by
the Trustees or the Treasurer, and shall be responsible to and shall report to
the Treasurer. In the absence or disability of the Treasurer, the Assistant
Treasurer or, if there shall be more than one, the Assistant Treasurers in the
order of their seniority or as otherwise designated by the Trustees, shall have
the powers and duties of the Treasurer.
SECTION 3.10 Controller and Assistant Controllers. If a Controller is
elected, he shall be the chief accounting officer of the Trust, and shall be in
charge of its books of account and accounting records and of its accounting
procedures, and shall have such duties and powers as are commonly incident to
the office of a controller and such other duties and powers as may be prescribed
from time to time by the Trustees. The Controller shall be responsible to and
shall report to the Trustees, but in the ordinary conduct of the Trust's
business, shall be under the supervision of the Treasurer. Any Assistant
Controller shall have such duties and powers as shall be prescribed from time to
time by the Trustees or the Controller, and shall be responsible to and shall
report to the Controller. In the absence or disability of the Controller, the
Assistant Controller or, if there shall be more than one, the Assistant
Controllers in the order of their seniority or as otherwise designated by the
Trustees, shall have the powers and duties of the Controller.
SECTION 3.11 Secretary and Assistant Secretaries. The Secretary shall, if
and to the extent requested by the Trustees, attend all meetings of the
Trustees, any Committee of the Trustees and/or the Shareholders and record all
votes and the minutes of proceedings in a book to be kept for that purpose, and
shall give or cause to be given notice of all meetings of the Trustees, any
Committee of the Trustees, and of the Shareholders, and shall perform such other
duties as may be prescribed by the Trustees. The Secretary, or in his absence
any Assistant Secretary, shall affix the Trust's seal to any instrument
requiring it, and when so affixed, it shall be attested by the signature of the
Secretary or an Assistant Secretary. The Secretary shall be the custodian of the
Share records and all other books, records and papers of the Trust (other than
financial) and shall see that all books, reports, statements, certificates and
other documents and records required by law are properly kept and filed. In the
absence or disability of the Secretary, the Assistant Secretary or, if there
shall be more than one, the Assistant Secretaries in the order of their
seniority or as otherwise designated by the Trustees, shall have the powers and
duties of the Secretary.
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SECTION 3.12 Substitutions. In case of the absence or disability of any
officer of the Trust, or for any other reason that the Trustees may deem
sufficient, the Trustees may delegate, for the time being, the powers or duties,
or any of them, of such officer to any other officer, or to any Trustee.
SECTION 3.13 Execution of Deeds, etc. Except as the Trustees may generally
or in particular cases otherwise authorize or direct, all deeds, leases,
transfers, contracts, proposals, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the Trust shall be signed or endorsed
on behalf of the Trust by the Chairman, the President, one of the Vice
Presidents or the Treasurer.
SECTION 3.14 Power to Vote Securities. Unless otherwise ordered by the
Trustees, the President, Chairman of the Trustees, Vice Presidents, if any, or
the Treasurer shall have full power and authority on behalf of the Trust to give
proxies for, and/or to attend and to act and to vote at, any meeting of
stockholders of any corporation in which the Trust may hold stock, and at any
such meeting any such officer or his proxy shall possess and may exercise any
and all rights and powers incident to the ownership of such stock which, as the
owner thereof, the Trust might have possessed and exercised if present. The
Trustees, by resolution from time to time, or, in the absence thereof, the
President, Chairman of the Trustees, Vice Presidents, if any, or the Treasurer,
may confer like powers upon any other person or persons as attorneys and proxies
of the Trust.
ARTICLE IV
COMMITTEES
SECTION 4.1 Power of Trustees to Designate Committees. The Trustees, by
vote of a Majority of the Trustees, may elect from their number an executive
committee and any other committees and may delegate thereto some or all of their
powers except those which by law, by the Declaration or by these By-Laws may not
be delegated; provided, that no committee shall be empowered to elect the
Chairman of the Trustees, the President, the Treasurer or the Secretary, to
amend the By-Laws, to exercise the powers of the Trustees under this Section 4.1
or under Section 4.3 hereof, or to perform any act for which the action of a
Majority of the Trustees is required by law, by the Declaration or by these
By-Laws. The members of any such Committee shall serve at the pleasure of the
Trustees.
SECTION 4.2 Rules for Conduct of Committee Affairs. Except as otherwise
provided by the Trustees, each Committee elected or appointed pursuant to this
Article IV may adopt such standing rules and regulations for the conduct of its
affairs as
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it may deem desirable, subject to review and approval of such rules and
regulations by the Trustees at the next succeeding meeting of the Trustees, but
in the absence of any such action or any contrary provisions by the Trustees,
the business of each Committee shall be conducted, so far as practicable, in the
same manner as provided herein and in the Declaration for the Trustees.
SECTION 4.3 Trustees May Alter, Abolish, etc., Committees. The Trustees
may at any time alter or abolish any Committee, change the membership of any
Committee, or revoke, rescind or modify any action of any Committee or the
authority of any Committee with respect to any manner or class of matters;
provided, that no such action shall impair the rights of any third parties.
SECTION 4.4 Minutes; Review by Trustees. Any Committee to which the
Trustees delegate any of their powers or duties shall keep records of its
meetings and shall report its actions to the Trustees.
ARTICLE V
SEAL
The seal of the Trust shall consist of a flat-faced circular die with the
word "Massachusetts," together with the name of the Trust, the words "Trust
Seal," 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.
ARTICLE VI
SHARES
SECTION 6.1 Issuance of Shares. The Trustees may issue Shares of any or
all Series either in certificated or uncertificated form, they may issue
certificates to the holders of Shares of a Series which was originally issued in
uncertificated form, and if they have issued Shares of any Series in
certificated form, they may at any time discontinue the issuance of Share
certificates for such Series and may, by written notice to such Shareholders of
such Series, require the surrender of their Share certificates to the Trust for
cancellation, which surrender and cancellation shall not affect the ownership of
Shares for such Series.
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SECTION 6.2 Uncertificated Shares. For any Series of Shares for which the
Trustees issue Shares without certificates, the Trust 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 such Shares as if they had received
certificates therefor and shall be held to have expressly assented and agreed to
the terms hereof and of the Declaration.
SECTION 6.3 Share Certificates. For any Series of Shares for which the
Trustees shall issue Share certificates, each Shareholder of such Series 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 a Vice Chairman, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the Trust. Such signatures may be facsimiles if the
certificate is countersigned by the 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.
SECTION 6.4 Lost, Stolen, etc., Certificates. If any certificate for
certificated Shares shall be lost, stolen, destroyed or mutilated, the Trustees
may authorize the issuance of a new certificate of the same tenor and for the
same number of Shares in lieu thereof. The Trustees shall require the surrender
of any mutilated certificate in respect of which a new certificate is issued,
and may, in their discretion, before the issuance of a new certificate, require
the owner of a lost, stolen or destroyed certificate, or the owner's legal
representative, to make an affidavit or affirmation setting forth such facts as
to the loss, theft or destruction as they deem necessary, and to give the Trust
a bond, in such reasonable sum as the Trustees direct, in order to indemnify the
Trust.
SECTION 6.5 Record Transfer of Pledged Shares. A pledgee of Shares pledged
as collateral security shall be entitled to a new certificate in his name as
pledgee, in the case of certificated Shares, or to be registered as the holder
in pledge of such Shares in the case of uncertificated Shares; provided, that
the instrument of pledge substantially describes the debt or duty that is
intended to be secured thereby. Any 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, and any such registration of uncertificated Shares shall be
in a form which indicates that the registered holder holds such Shares in
pledge. After such issue or registration, and unless and until such pledge is
released, such pledgee and his successors and assigns shall alone be entitled to
the rights of a Shareholder, and entitled to vote such Shares.
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ARTICLE VII
AMENDMENTS
SECTION 7.1 By-Laws Subject to Amendment. These By-Laws may be altered,
amended or repealed, in whole or in part, at any time by vote of the holders of
a majority of the Shares (or whenever there shall be more than one Series of
Shares, of the holders of a majority of the Shares of each Series) issued,
outstanding and entitled to vote. The Trustees, by vote of a Majority of the
Trustees, may alter, amend or repeal these By-Laws, in whole or in part,
including By-Laws adopted by the Shareholders, except with respect to any
provision hereof which by law, the Declaration or these By-Laws requires action
by the Shareholders. By-Laws adopted by the Trustees may be altered, amended or
repealed by the Shareholders.
SECTION 7.2 Notice of Proposal to Amend By-Laws Required. No proposal to
amend or repeal these By-Laws or to adopt new By-Laws shall be acted upon at a
meeting unless either (i) such proposal is stated in the notice or in the waiver
of notice, as the case may be, of the meeting of the Trustees or Shareholders at
which such action is taken, or (ii) all of the Trustees or Shareholders, as the
case may be, are present at such meeting and all agree to consider such proposal
without protesting the lack of notice.
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