EXHIBIT (2)
BY-LAWS
OF
LUTHERAN BROTHERHOOD FAMILY OF FUNDS
(A Delaware Business Trust)
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 Master Trust Agreement, as from time to time in effect (the "Declaration
of Trust"), of Lutheran Brotherhood Family of Funds, the Delaware 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 Minneapolis, Minnesota.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees may be held without
call or notice at such places either within or without the State of Delaware
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.
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 of the Board, the Vice Chairman of the Board, 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 of the Trust 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 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; Adjournment; Vote Required for Action. 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. At the adjourned
meeting, the Trustees may transact any business which might have been
transacted at the original meeting. Except in cases where the Declaration
of Trust or these By-Laws otherwise provide, the vote of a majority of the
Trustees present at a meeting at which a quorum is present shall be the act
of the Trustees.
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.
2.6 Attendance. Each Trustee will at all times use his or best efforts to
attend every meeting of the Board of Trustees. If a Trustee is absent from
two consecutive meetings of the Board and if a majority of the Board of
Trustees excluding such Trustee) determine that such absences were without
sufficient cause, then such Board of Trustees shall request the resignation
of the Trustee who was absent. Further, any such Trustee shall not be
included on the slate of candidates recommended by management for reelection
contained in the proxy materials or other proposals for any meeting of the
shareholders.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the Trust shall be a
Chairman of the Board, a President, 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. The Chairman
of the Board shall be a Trustee and may but need not be a beneficial owner
of the Trust (a "Shareholder"); and any other officer may be but none need
be a Trustee or Shareholder. Any two or more offices may be held by the
same person.
3.2 Election. The Chairman of the Board, the President, the Treasurer, and
the Secretary shall be elected annually by the Trustees at a meeting held
within the first four months of the Trust's fiscal year. The meeting at
which the officers are elected shall be known as the annual meeting of
Trustees. Other officers, if any, may be elected or appointed by the
Trustees at said meeting or at any other time. Vacancies in any office may
be filled at any time.
3.3 Tenure. The Chairman of the Board, the President, the Treasurer, and
the Secretary shall hold office until the next annual meeting of the
Trustees 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 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 a Delaware business corporation and such other duties and powers as the
Trustees may from time to time designate.
3.5 Chairman; President. Unless the Trustees otherwise provide, the
Chairman of the Board, or, if there is none, or in the absence of the
Chairman, the President shall preside at all meetings of the shareholders
and of the Trustees.
3.6 Vice President. The Vice President, or if there be more than one Vice
President, the Vice Presidents in the order determined by the Trustees (or
if there be no such determination, then in the order of their election)
shall in the absence of the President or in the event of his or her
inability or refusal to act, perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice Presidents shall perform such
other duties and have such other powers as the Trustees may from time to
time prescribe.
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 Assistant Treasurer. The Assistant Treasurer, or if there shall be
more than one, the Assistant Treasurers in the order determined by the
Trustees (or if there be no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of his or
her inability or refusal to act, perform the duties and exercise powers of
the Treasurer and shall perform such other duties have such other powers as
the Board of Trustees may from time to time prescribe.
3.9 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.
3.10 Assistant Secretary. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Trustees
(or if there be no determination, then in the order of their election),
shall, in the absence of Secretary or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as
the Board of Trustees may from time to time prescribe.
3.11 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, 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 resolution of
the Trustees.
ARTICLE 7
Seal
7.1 General. The seal of the Trust shall consist of a flat-faced die with
the word "Delaware", 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, 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 of the
Trust, 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
either in limited cases or to all Shareholders. In that event, a
Shareholder may receive a certificate stating the number of shares owned by
him or her, 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.
9.2 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. The
Trust may require the owner of the lost, destroyed or mutilated share
certificate, or his or her legal representative, to give the Trust a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, destruction or mutilation of any such
certificate or the issuance of such new certificate.
9.3 Issuance of New Certificate to Pledgee. 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 shares certificates to
the Trust for cancellation. Such surrender and cancellation shall not
affect the ownership of shares in the Trust.
ARTICLE 10
Dealings with Trustees and Officers
10.1 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 any Trustee, officer or other agent of the Trust may have an interest.
ARTICLE 11
Amendments to the By-Laws
11.1 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.
