EX-99.23.b
BY-LAWS
OF
THE GEORGETOWNE FUNDS
(as amended October 4, 2004)
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 THE GEORGETOWNE 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 0 Xxxxx Xxxx,
Xxxxxx, Xxx Xxxx 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 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 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. One or more of the Trustees or of any
committee of the Trust 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.
ARTICLE 3
Officers
3.1
Enumeration and Qualification. The officers of the Trust shall be
a Chairman, a Compliance Officer, a Treasurer, a Secretary and such other
officers, including Vice Chairman, 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 none
need be a Trustee or shareholder. The same person may hold any two or more
offices.
3.2
Election. The Chairman, 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.
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
Chairman. Unless the Trustees otherwise provide, the Chairman, or
in the absence of the Chairman, any Trustee chosen by the Trustees, shall
preside at all meetings of the shareholders and of the Trustees. The Chairman
shall be the President and chief executive officer.
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. 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.
3.8
Secretary. The Secretary shall record all proceedings of the
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.
3.9
Resignations and Removals. Any Trustee or officer may resign at
any time by written instrument signed by him or her and delivered to the
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
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 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
5.1
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.
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 therefore 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 Vice Chairman 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.
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. 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
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.
