Restated: 10/20/95
Amended Section 3.1, paragraph 2: 2/16/96
Amended Name, Section 1.1 - 4/1/99
Amended 6/20/01 - Sec. 4.6
BY-LAWS
OF
LIBERTY FUNDS TRUST VII
Section 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 Liberty Funds Trust VII, a
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 Boston, Massachusetts.
Section 2. Shareholders
2.1 Shareholder Meetings. A meeting of the shareholders of the Trust or of
any one or more series or classes of shares may be called at any time
by the Trustees, by the president or, if the Trustees and the
president shall fail to call any meeting of shareholders for a period
of 30 days after written application of one or more shareholders who
hold at least 10% of all outstanding shares of the Trust, if
shareholders of all series are required under the Declaration of Trust
to vote in the aggregate and not by individual series at such meeting,
or of any series or class, if shareholders of such series or class are
entitled under the Declaration of Trust to vote by individual series
or class at such meeting, then such shareholders may call such
meeting. If the meeting is a meeting of the shareholders of one or
more series or classes of shares, but not a meeting of all
shareholders of the Trust, then only the shareholders of such one or
more series or classes shall be entitled to notice of and to vote at
the meeting. Each call of a meeting shall state the place, date, hour
and purpose of the meeting.
2.2 Place of Meetings. All meetings of the shareholders shall be held at
the principal office of the Trust, or, to the extent permitted by the
Declaration of Trust, at such other place within the United States as
shall be designated by the Trustees or the president of the Trust.
2.3 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 seven days before the meeting to each
shareholder entitled to vote thereat by leaving such notice with him
or her or at his or her residence or usual place of business or by
mailing it, postage prepaid, and addressed to such shareholder at his
or her 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 or her attorney thereunto duly authorized, is filed with the
records of the meeting.
2.4 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.
2.5 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. The placing of a shareholder's name on a
proxy pursuant to telephonic or electronically transmitted
instructions obtained pursuant to procedures reasonably designed to
verify that such instructions have been authorized by such shareholder
shall constitute execution of such proxy by or on behalf of such
shareholder.
2.6 Quorum. Thirty percent (30%) of the shares entitled to vote shall be a
quorum for the transaction of business at a shareholders' meeting,
except that where any provision of law or of the Trust's Declaration
of Trust permits or requires that holders of any series or class shall
vote as a series or class, then thirty percent (30%) of the aggregate
number of shares of that series or class entitled to vote shall be
necessary to constitute a quorum for the transaction of business by
that series or class. Any lesser number, however, shall be sufficient
for adjournments.
Section 3. Trustees
3.1 Committees and Advisory Board. The Trustees may appoint from their
number an executive committee and other committees. Except as the
Trustees may otherwise determine, any such committee may make rules
for conduct of its business. The Trustees may appoint an advisory
board to consist of not less than two nor more than five members. The
members of the advisory board shall be compensated in such manner as
the Trustees may determine and shall confer with and advise the
Trustees regarding the investments and other affairs of the Trust.
Each member of the advisory board shall hold office until the first
meeting of the Trustees following the next meeting of the shareholders
and until his or her successor is elected and qualified, or until he
or she sooner dies, resigns, is removed or becomes disqualified, or
until the advisory board is sooner abolished by the Trustees.
In addition, the Trustees may appoint a dividend committee of not
less than three persons, who may (but need not) be Trustees.
No special compensation shall be payable to members of the
Dividend Committee. Each member of the Dividend Committee will
hold office until the successors are elected and qualified or
until the member dies, resigns, is removed, becomes disqualified or
until the Committee is abolished by the Trustees.
3.2 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.
3.3 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 one of the Trustees
calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee 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.
3.5 Quorum. At any meeting of the Trustees one-third of the Trustees then
in office shall constitute a quorum; provided, however, a quorum shall
not be less than two. 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.
Section 4. Officers and Agents
4.1 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 or
appoint. The Trust may also have such agents, if any, as the Trustees
from time to time may in their discretion appoint. Any officer may be
but none need be a Trustee or shareholder. Any two or more offices may
be held by the same person.
4.2 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 his or her office as if the Trust were organized as a
Massachusetts business corporation and such other duties and powers as
the Trustees may from time to time designate, including without
limitation the power to make purchases and sales of portfolio
securities of the Trust pursuant to recommendations of the Trust's
investment adviser in accordance with the policies and objectives of
that series of shares set forth in its prospectus and with such
general or specific instructions as the Trustees may from time to time
have issued.
4.3 Election. The president, the treasurer and the secretary shall be
elected annually by the Trustees. Other elected officers are elected
by the Trustees. Assistant officers are appointed by the elected
officers.
4.4 Tenure. The president, the treasurer and the secretary shall hold
office 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 at the
pleasure of the Trustees. Each agent shall retain his or her authority
at the pleasure of the Trustees.
4.5 President and Vice Presidents. The president shall be the chief
executive officer of the Trust. The president shall preside at all
meetings of the shareholders and of the Trustees at which he or she is
present, except as otherwise voted by the Trustees. Any vice president
shall have such duties and powers as shall be designated from time to
time by the Trustees.
4.6 Treasurer, Controller and Chief Accounting Officer. The treasurer
shall be the chief financial officer of the Trust and subject to any
arrangement made by the Trustees with a bank or trust company or other
organization as custodian or transfer or shareholder services agent,
shall be in charge of its valuable papers and shall have such other
duties and powers as may be designated from time to time by the
Trustees or by the president. Any assistant treasurer shall have such
duties and powers as shall be designated from time to time by the
Trustees.
The controller shall be the officer of the Trust primarily responsible for
ensuring all expenditures of the Trust are reasonable and appropriate.
The controller shall be responsible for oversight and maintenance of
liquidity and leverage facilities available to the Trust and shall
have such other duties and powers as may be designated from time to
time by the Trustees or the President.
The chief accounting officer of the Trust shall be in charge of its books
and accounting records. The chief accounting officer shall be
responsible for preparation of financial statements of the Trust and
shall have such other duties and powers as may be designated from time
to time by the Trustees or the president.
4.7 Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the shareholders and the Trustees in books to be kept
therefor, which books shall be kept at the principal office of the
Trust. In the absence of the secretary from any meeting of
shareholders or Trustees, an assistant secretary, or if there be none
or he or she is absent, a temporary clerk chosen at the meeting shall
record the proceedings thereof in the aforesaid books.
Section 5. Resignations and Removals
Any Trustee, officer or advisory board member may resign at any
time by delivering his or her resignation in writing to the
president, the treasurer or the secretary or to a meeting of
the Trustees. The Trustees may remove any officer elected by them
with or without cause by the vote of a majority of the Trustees
then in office. Except to
the extent expressly provided in a written agreement with the Trust,
no Trustee, officer, or advisory board member resigning, and no
officer or advisory board member 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.
Section 6. Vacancies
A vacancy in any office may be filled at any time. Each successor
shall hold office for the unexpired term, and in the case of the
presidents, the treasurer and the secretary, until his or her
successor is chosen and qualified, or in each case until he or she
sooner dies, resigns, is removed or becomes disqualified.
Section 7. Shares of Beneficial Interest
7.1 Share Certificates. No certificates certifying the ownership of shares
shall be issued except as the Trustees may otherwise authorize. In the
event that the Trustees authorize the issuance of share certificates,
subject to the provisions of Section 7.3, each shareholder shall be
entitled to 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 an 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 have
ceased 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.
In lieu of issuing certificates for shares, the Trustees or the
transfer agent may either issue receipts therefor or 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.
7.2 Loss of Certificates. In the 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 may
prescribe.
7.3 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.
Section 8. Record Date and Closing Transfer Books
The Trustees may fix in advance a time, which shall not be more than 90
days before the date of any meeting of shareholders or the date for the
payment of any dividend or making of any other distribution to
shareholders, as the record date for determining the shareholders having
the right to notice 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 of
such purposes close the transfer books for all or any part of such period.
Section 9. Seal
The seal of the Trust shall, subject to alteration by the Trustees, consist
of a flat-faced circular 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 its absence shall not impair the validity
of, any document, instrument or other paper executed and delivered by or on
behalf of the Trust.
Section 10. Execution of Papers
Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts and other obligations made,
accepted or endorsed by the Trust shall be signed, and all transfers of
securities standing in the name of the Trust shall be executed, by the
president or by one of the vice presidents or by the treasurer or by
whomsoever else shall be designated for that purpose by the vote of the
Trustees and need not bear the seal of the Trust.
Section 11. Fiscal Year
Except as from time to time otherwise provided by the Trustees, President,
Secretary, Controller or Treasurer, the fiscal year of the Trust shall end
on December 31.
Section 12. Amendments
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.
