EX-99.23.b
BY-LAWS
OF
AMERIPRIME FUNDS
ARTICLE 1
AGREEMENT AND DECLARATION OF TRUST AND OFFICES
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1.1 Agreement and Declaration of Trust. These By-Laws shall be subject to
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the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of AmeriPrime 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
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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 Southlake, Texas.
ARTICLE 2
Meetings of Trustees
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2.1 Regular Meetings. Regular meetings of the Trustees may be held without
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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
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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. It shall be sufficient notice to a Trustee of a special meeting
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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
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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
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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
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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.
ARTICLE 3
Officers
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3.1Enumeration and Qualification. The officers of the Trust shall be a
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President, a Chief Compliance Officer, a Treasurer, a Secretary and such other
officers, including 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. Any officer may be,
but need not be, a Trustee or shareholder. The same person may hold any two or
more offices.
3.2Election. The President, the Treasurer and the Secretary shall be
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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.
3.3Tenure. The President, the Treasurer and the Secretary shall hold office
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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.
3.4Powers. Subject to the other provisions of these By-Laws, each officer
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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.
3.5President. Unless the Trustees otherwise provide, the President, or in
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the absence of the President, any Trustee chosen by the Trustees, shall preside
at all meetings of the shareholders and of the Trustees. The President shall be
the chief executive officer.
3.6Chief Compliance Officer. The Chief Compliance Officer of the Trust will
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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. 3.7Treasurer. 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.
3.8Secretary. The Secretary shall record all proceedings of the
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shareholders and the Trustees in books to be kept therefore, 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.
3.9Resignations and Removals. Any Trustee or officer may resign at any time
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by written instrument signed by him or her and delivered to 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.
ARTICLE 4
Committees
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4.1General. The Trustees, by vote of a majority of the Trustees then in
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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 By-Laws 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 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
5.1General. The Trustees and officers shall render reports at the time and
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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
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6.1General. The fiscal year of the Trust shall be fixed by, and shall be
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subject to change by, the Trustees.
ARTICLE 7
Seal
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7.1General. If required by applicable law, the seal of the Trust shall
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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.
ARTICLE 8
Execution of Papers
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8.1General. Except as the Trustees may generally or in particular cases
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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, but shall state the substance of or make reference to the
provisions of Section 7.1 of the Declaration of Trust.
ARTICLE 9
Issuance of Share Certificates
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9.1Share Certificates. In lieu of issuing certificates for shares, the
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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.
9.2Loss of Certificates. In case of the alleged loss or destruction or the
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mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.
9.3Issuance of New Certificate to Pledgee. In the event certificates have
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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
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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.
ARTICLE 10
Custodian
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10.1 General. The Trust shall at all times employ a bank or trust company
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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. 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
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11.1 General. Any Trustee, officer or other agent of the Trust may acquire,
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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
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12.1 Meetings. A meeting of the shareholders of the Trust shall be held
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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
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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
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13.1 General. These By-Laws may be amended or repealed, in whole or in
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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.
