BY-LAWS
OF
DREYFUS NEW YORK MUNICIPAL CASH MANAGEMENT
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
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 the above-captioned
Massachusetts business trust established by the Declaration of Trust (the
"Trust").
1.2. Principal Office of the Trust. The principal office of
the Trust shall be located in New York, New York. Its resident agent in
Massachusetts shall be CT Corporation System, 0 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, or such other person as the Trustees from time to time may
select.
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 from time to time may determine, provided that notice of the
first regular meeting following any such determination shall be given to
absent Trustees.
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 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 of Special Meetings. 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. Notice of Certain Actions by Consent. If in accordance
with the provisions of the Declaration of Trust any action is taken by the
Trustees by a written consent of less than all of the Trustees, then
prompt notice of any such action shall be furnished to each Trustee who
did not execute such written consent, provided that the effectiveness of
such action shall not be impaired by any delay or failure to furnish such
notice.
ARTICLE 3
Officers
3.1. Enumeration; Qualification. The officers of the Trust
shall be a President, a Treasurer, a Secretary, and such other officers,
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. Officers may be but need not be a Trustee or
shareholder. Any two or more offices may be held by the same person.
3.2. Election. The President, the Treasurer and the Secretary
shall be elected by the Trustees upon the occurrence of any vacancy in any
such office. Other officers, if any, may be elected or appointed by the
Trustees at any time. Vacancies in any such other office may be filled at
any time.
3.3. Tenure. The President, Treasurer and Secretary shall hold
office 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 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 commonly
are incident to the office occupied by him or her as if the Trust were
organized as a Massachusetts business corporation or such other duties and
powers as the Trustees may from time to time designate.
3.5. President. Unless the Trustees otherwise provide, the
President shall preside at all meetings of the shareholders and of the
Trustees. Unless the Trustees otherwise provide, the President shall be
the chief executive officer.
3.6. Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Trust, and, 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, shall 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.
3.7. 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.
3.8. 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 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.
ARTICLE 4
Committees
4.1. Appointment. The Trustees may appoint from their number
an executive committee and other committees. Except as the Trustees
otherwise may determine, any such committee may make rules for conduct of
its business.
4.2. Quorum; Voting. A majority of the members of any
Committee of the Trustees shall constitute a quorum for the transaction of
business, and any action of such a Committee may be taken at a meeting by
a vote of a majority of the members present (a quorum being present).
ARTICLE 5
Reports
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
Except as from time to time otherwise provided by the
Trustees, the fiscal year of the Trust shall end on July 31st in
each year.
ARTICLE 7
Seal
The seal of the Trust shall consist of a flat-faced
die with the word "Massachusetts," 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 in 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 8
Execution of Papers
Except as the Trustees generally or in particular
cases may 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, or by the Treasurer and
need not bear the seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1. Sale of Shares. Except as otherwise determined
by the Trustees, the Trust will issue and sell for cash or
securities from time to time, full and fractional shares of its shares of
beneficial interest, such shares to be issued and sold at a price of not
less than net asset value per share as from time to time determined in
accordance with the Declaration of Trust and these By-Laws and, in the
case of fractional shares, at a proportionate reduction in such price. In
the case of shares sold for securities, such securities shall be valued in
accordance with the provisions for determining value of assets of the
Trust as stated in the Declaration of Trust and these By-Laws. The
officers of the Trust are severally authorized to take all such actions as
may be necessary or desirable to carry out this Section 9.1.
9.2. Share Certificates. In lieu of issuing
certificates for shares, the Trustees or the transfer agent
either may 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,
for all purposes hereunder, be deemed 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 at any time may 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 Vice
President and by the Treasurer or Assistant Treasurer.
Such signatures may be facsimile 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.
9.3. Loss of Certificates. The Trust, or if any
transfer agent is appointed for the Trust, the transfer agent
with the approval of any two officers of the Trust, is authorized to issue
and countersign replacement certificates for the shares of the Trust which
have been lost, stolen or destroyed subject to the deposit of a bond or
other indemnity in such form and with such security, if any, as the
Trustees may require.
9.4. Discontinuance of Issuance of Certificates. The
Trustees at any time may discontinue the issuance of share
certificates and by written notice to each shareholder, may
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.
ARTICLE 10
Indemnification
10.1. Trustees, Officers, etc. The Trust shall
indemnify each of its 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")
against all liabilities and expenses, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative
or legislative body, in which such Covered Person may be or may have been
involved as a party or otherwise or with which such person may be or may
have been threatened, while in office or thereafter, by reason of being or
having been such a Trustee or officer, except with respect to any matter
as to which such Covered Person shall have been finally adjudicated in a
decision on the merits in any such action, suit or other proceeding not to
have acted in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust and except that no
Covered Person shall be indemnified against any liability to the Trust or
its Shareholders to which such Covered Person would otherwise be subject
by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's
office. Expenses, including counsel fees so incurred by any such 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 or any such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such Covered
Person to repay amounts so paid to the Trust if it is ultimately
determined that indemnification of such expenses is not authorized under
this Article, provided that (a) such Covered Person shall provide security
for his undertaking, (b) the Trust shall be insured against losses arising
by reason of such Covered Person's failure to fulfill his undertaking, or
(c) a majority of the Trustees who are disinterested persons and who are
not Interested Persons (as that term is defined in the Investment Company
Act of 1940) (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.
10.2. Compromise Payment. As to any matter disposed
of (whether by a compromise payment, pursuant to a consent decree or
otherwise) without an adjudication in a decision on the merits by a court,
or by any other body before which the proceeding was brought, that such
Covered Person either (a) did not act in good faith in the reasonable
belief that such Covered Person's action was in the best interests of the
Trust or (b) is liable to the Trust or its Shareholders by reason of
wilful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Covered Person's office,
indemnification shall be provided if (a) approved as in the best interest
of the Trust, after notice that it involves such indemnification, by at
least a majority of the Trustees who are disinterested persons and are not
Interested Persons (provided that a majority of such Trustees then in
office act on the matter), upon a determination, based upon a review of
readily available facts (but not a full trial-type inquiry) that such
Covered Person acted in good faith in the reasonable belief that such
Covered Person's action was in the best interests of the Trust and is not
liable to the Trust or its Shareholders by reason of wilful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved
in the conduct of such Covered Person's office, or (b) there has been
obtained an opinion in writing of independent legal counsel, based upon a
review of readily available facts (but not a full trial-type inquiry) to
the effect that such Covered Person appears to have acted in good faith in
the reasonable belief that such Covered Person's action was in the best
interests of the Trust and that such indemnification would not protect
such Covered Person against any liability to the Trust to which such
Covered Person would otherwise be subject by reason of wilful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved
in the conduct of his office. Any approval pursuant to this Section shall
not prevent the recovery from any Covered Person of any amount paid to
such Covered Person in accordance with this Section as indemnification if
such Covered Person is subsequently adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief that
such Covered Person's action was in the best interests of the Trust or to
have been liable to the Trust or its shareholders by reason of wilful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.
10.3. Indemnification Not Exclusive. The right of
indemnification hereby provided shall not be exclusive of or
affect any other rights to which any such Covered Person may be
entitled. As used in this Article 10, the term "Covered Person"
shall include such person's heirs, executors and administrators,
and a "disinterested person" is a person against whom none of
the actions, suits or other proceedings in question or another
action, suit, or other proceeding on the same or similar grounds is then
or has been pending. Nothing contained in this article shall affect any
rights to indemnification to which personnel of the Trust, other than
Trustees and officers, and other persons may be enti1tled by contract or
otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of such person.
10.4. Limitation. Notwithstanding any provisions in
the Declaration of Trust and these By-Laws pertaining to indemnification,
all such provisions are limited by the following undertaking set forth in
the rules promulgated by the Securities and Exchange Commission:
In the event that a claim for
indemnification is asserted by a Trustee,
officer or controlling person of the Trust in
connection with the registered securities of
the Trust, the Trust will not make such
indemnification unless (i) the Trust has
submitted, before a court or other body, the
question of whether the person to be
indemnified was liable by reason of wilful
misfeasance, bad faith, gross negligence, or
reckless disregard of duties, and has obtained
a final decision on the merits that such
person was not liable by reason of such
conduct or (ii) in the absence of such
decision, the Trust shall have obtained a
reasonable determination, based upon a review
of the facts, that such person was not liable
by virtue of such conduct, by (a) the vote of
a majority of Trustees who are neither
interested persons as such term is defined in
the Investment Company Act of 1940, nor
parties to the proceeding or (b) an
independent legal counsel in a written
opinion.
The Trust will not advance attorneys'
fees or other expenses incurred by the person
to be indemnified unless the Trust shall have
(i) received an undertaking by or on behalf of
such person to repay the advance unless it is
ultimately determined that such person is
entitled to indemnification and one of the
following conditions shall have occurred:
(x) such person shall provide security for his
undertaking, (y) the Trust shall be insured
against losses arising by reason of any lawful
advances or (z) a majority of the
disinterested, non-party Trustees of the
Trust, or an independent legal counsel in a
written opinion, shall have determined that
based on a review of readily available facts
there is reason to believe that such person
ultimately will be found entitled to
indemnification.
ARTICLE 11
Shareholders
11.1. Meetings. A meeting of the shareholders shall
be called by the Secretary whenever ordered by the Trustees, or
requested in writing by the holder or holders of at least 10% of
the outstanding shares entitled to vote at such meeting. If the
meeting is a meeting of the shareholders of one or more series
of shares, but not a meeting of all shareholders of the Trust, then only
the shareholders of such one or more series shall be entitled to notice of
and to vote at the meeting. If the Secretary, when so ordered or
requested, refuses or neglects for more than five days to call such
meeting, the Trustees, or the shareholders so requesting may, in the name
of the Secretary, call the meeting by giving notice thereof in the manner
required when notice is given by the Secretary.
11.2. Access to Shareholder List. Shareholders of
record may apply to the Trustees for assistance in communicating
with other shareholders for the purpose of calling a meeting in
order to vote upon the question of removal of a Trustee. When ten or more
shareholders of record who have been such for at least six months
preceding the date of application and who hold in the aggregate shares
having a net asset value of at least $25,000 or at least 1% of the
outstanding shares, whichever is less, so apply, the Trustees shall within
five business days either:
(i) afford to such applicants access to a list of names
and addresses of all shareholders as recorded on the books of the Trust;
or
(ii) inform such applicants of the approximate number of
shareholders of record and the approximate cost of mailing material to
them and, within a reasonable time thereafter, mail, at the applicants'
expense, materials submitted by the applicants, to all such shareholders
of record. The Trustees shall not be obligated to mail materials which
they believe to be misleading or in violation of applicable law.
11.3. Record Dates. For the purpose of determining
the shareholders of any series 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 from time to
time may fix a time, which shall be not more than 90 days before the date
of any meeting of shareholders or the date of payment of any dividend or
of any other distribution, as the record date for determining the
shareholders of such series 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 part of such period.
11.4. Place of Meetings. All meetings of the
shareholders shall be held at the principal office of the Trust
or at such other place within the United States as shall be
designated by the Trustees or the President of the Trust.
11.5. Notice of Meetings. A written notice of each
meeting of shareholders, stating the place, date and hour and
the purposes of the meeting, shall be given at least ten days before the
meeting to each shareholder entitled to vote thereat by leaving such
notice with him or at his residence or usual place of business or by
mailing it, postage prepaid, and addressed to such shareholder at his
address as it appears in the records of the Trust. Such notice shall be
given by the Secretary or an Assistant Secretary or by an officer
designated by the Trustees. No notice of any meeting of shareholders need
be given to a shareholder if a written waiver of notice, executed before
or after the meeting by such shareholder or his attorney thereunto duly
authorized, is filed with the records of the meeting.
11.6. Ballots. No ballot shall be required for any
election unless requested by a shareholder present or
represented at the meeting and entitled to vote in the election.
11.7. Proxies. Shareholders entitled to vote may
vote either in person or by proxy in writing dated not more than six
months before the meeting named therein, which proxies shall be filed with
the Secretary or other person responsible to record the proceedings of the
meeting before being voted. Unless otherwise specifically limited by
their terms, such proxies shall entitle the holders thereof to vote at any
adjournment of such meeting but shall not be valid after the final
adjournment of such meeting.
ARTICLE 12
Amendments to the By-Laws
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.
Dated: September 5, 1991
As revised: September 27, 1991
