EXHIBIT (2)
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BYLAWS
November 3, 1994
as Revised March 25, 1995
VENTURE SERIES, INC.
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BYLAWS OF
VENTURE SERIES, INC.
ARTICLE I
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STOCKHOLDERS
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SECTION 1. Place of Meeting. All meetings of the stockholders shall
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be held at the principal office of the Corporation in the State of Maryland
or at such other place within or without the State of Maryland as may
from time to time be designated by the Board of Directors and stated in
the notice of meeting.
SECTION 2. Annual Meetings. An annual meeting of stockholders
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shall be held in 1994. Thereafter annual meetings shall not be required to
be held in any year in which the election of Directors is not required to be
acted upon under the Investment Company Act of 1940 (hereinafter, the
"1940 Act"). An annual meeting shall be held in accordance with the 1940
Act in the event that less than a majority of the Directors then in office
were elected by the vote of stockholders. Any annual meeting may be
called (i) by the Board of Directors, or (ii) if required by the 1940 Act, by
the Chief Executive Officer solely for the purposes of electing Directors
and considering the ratification of the independent public accountant
selected by the Board of Directors to audit the financial statements of the
Corporation. Annual meetings called by the Chief Executive Officer may
consider other business which is proposed by the Chief Executive Officer
and properly brought before such meetings; provided, however, that
specific matters other than election of Directors and ratification of
selection of accountants may be placed on the agenda of the meeting
solely with the approval of a majority of the entire Board of Directors.
SECTION 3. Special Meetings. Special meetings of stockholders may
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be called by the Chief Executive Officer or the Board of Directors, and
shall be called upon the written request of stockholders holding at least
ten percent (10%) of the outstanding shares of stock. A request by
stockholders for a meeting shall state the purpose of the meeting and the
matters proposed to be acted upon. Unless requested by stockholders
entitled to cast a majority of all the votes entitled to be cast at the
meeting, a special meeting need not be called to consider any matter
which is substantially the same as a matter voted on at any special
meeting of the stockholders held during the preceding 12 months.
Whenever ten or more stockholders of record who have been such for at
least six months preceding the date of application, and who hold in the
aggregate shares constituting at least one percent (1%) of the outstanding
shares of stock, shall apply to the Directors in writing, stating that they
wish to communicate with other stockholders with a view to obtaining
signatures to a request for a meeting to consider removal of a Director
and accompanied
by a form of the communication and request that they wish to transmit, the
Directors shall, within five business days after receipt of such application,
inform such applicants as to the approximate cost of mailing to the stockholders
of record the proposed communication and form of request. Upon the written
request of such applicants, accompanied by a tender of the material to be mailed
and of the reasonable expenses of mailing, as determined by the Directors, the
Directors shall, with reasonable promptness, mail such material to all
stockholders of record at their addresses as recorded on the books of the
Corporation. Notwithstanding the foregoing, the Directors may refuse to
mail such material on the basis and in accordance with the procedures for
refusing to mail such material set forth in the last two paragraphs of
Section 16 (c) of the 1940 Act, or any substitute or replacement provision
therefor.
SECTION 4. Notice of Meetings of Stockholders. Not less than ten
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days' and not more than ninety days' written or printed notice of every
meeting of stockholders, stating the time and place thereof (and the
general nature of the business proposed to be transacted at any special
meeting), shall be given to each stockholder entitled to vote thereat and
each other stockholder entitled to notice of the meeting by leaving the
same with him or at his residence or usual place of business or by mailing
it, postage prepaid, and addressed to him or at his address as it appears
upon the books of the Corporation.
No notice of the time, place or purpose of any meeting of
stockholders need be given to any stockholder who attends in person or by
proxy or to any stockholder who, in writing executed and filed with
records of the meeting, either before or after the holding thereof, waives
such notice.
SECTION 5. Closing of Transfer Books and Record Dates. The Board
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of Directors may fix the time, not exceeding twenty days preceding the
date of any meeting of stockholders, any vote at a meeting, any dividend
payment date or any date for the allotment of rights, during which the
books of the Corporation shall be closed against transfers of stock. If
such books are closed for the purpose of determining stockholders entitled
to notice of or to vote at a meeting of stockholders, such books shall be
closed for at least ten days immediately preceding such meeting. In lieu
of providing for the closing of the books against transfers of stock as
aforesaid, the Board of Directors may fix, in advance, a date, not
exceeding ninety days and not less than ten days preceding the date of any
meeting of stockholders, and not exceeding ninety days preceding any
dividend payment date or any date for the allotment of rights, as a record
date for the determination of the stockholders entitled to notice of or to
vote at such meeting, or entitled to receive such dividends or rights, as
the case may be; and only stockholders of record on such date shall be
entitled to notice of and to vote at such meeting or to receive such
dividends or rights, as the case may be.
SECTION 6. Quorum and Adjournment of Meetings. The presence in
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person or by proxy of the holders of record of a majority of all of the
votes entitled to be cast thereat shall constitute a quorum at all meetings
of the stockholders. If at any meeting of the stockholders there shall be
less than a quorum present, the stockholders present at such meeting may,
without further notice, adjourn the same from time to time until a quorum
shall attend, but no business shall be transacted at any such adjourned
meeting except such as might have been lawfully transacted had the
meeting not been adjourned.
SECTION 7. Voting and Inspectors. At all meetings of stockholders
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every stockholder of record entitled to vote shall be entitled to one vote
for each dollar of net asset value per share standing in his or her name on
the books of the Corporation irrespective of the Series or Class thereof,
(and such stockholders of record holding fractional shares, if any, shall
have proportionate voting rights.)
All elections shall be had and all questions decided by a majority of
the votes cast at a duly constituted meeting, except as otherwise provided
in the Articles of Incorporation or in these Bylaws or by specific
statutory provision, including requirements for approval of any matters by
the provisions of the 1940 Act.
At any election of Directors, the Board of Directors prior thereto
may, or if they have not so acted, the Chairman of the meeting may, and
upon the request of the holders of ten percent (10%) of the votes entitled
to be cast at such election shall, appoint at least one inspector of election
who shall first subscribe an oath or affirmation to execute faithfully the
duties of inspector at such election with strict impartiality and according
to the best of his or her ability, and shall after the election make a
certificate of the result of the vote taken. No candidate for the office of
Director shall be appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken
upon any election or matter, and such vote shall be taken upon the request
of the holders of ten percent (10%) of the votes entitled to be cast at such
election or on such matter.
SECTION 8. Conduct of Stockholders' Meetings. The meetings of the
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stockholders shall be presided over by the President or, if the President
shall not be present, by a Vice President or, if
neither the President nor any Vice President is present, by a chairman to be
elected at the meeting. The Secretary of the Corporation, if present, shall
act as Secretary of such meeting or, if the Secretary is not present, an
Assistant Secretary shall so act; if neither the Secretary nor an Assistant
Secretary is present, then the meeting shall elect its Secretary.
SECTION 9. Concerning Validity of Proxies, Ballots, Etc. At every
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meeting of the stockholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the secretary
of the meeting, who shall decide all questions touching the qualification
of voters, the validity of the proxies, and the acceptance or rejection of
votes, unless inspectors of election shall have been appointed as provided
in Section 7, in which event such inspectors of election shall decide all
such questions.
SECTION 10. Consents. Whenever stockholders are required or
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permitted to take any action by vote, such action may be taken without a
meeting if the following are filed with the records of stockholders
meetings: (a) a unanimous written consent which sets forth the action and
is signed by each stockholder entitled to vote on the matter, and (b) a
written waiver of any right to dissent signed by each stockholder entitled
to notice of the meeting but not entitled to vote at it.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Number, Vacancies and Tenure. The Directors may, at any
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time when the stockholders are not assembled in meeting, establish,
increase or decrease the number of seats on the Board of Directors by
majority vote of the entire Board of Directors; provided, that after the
first annual meeting the number of Directors shall never be less than
three (3) nor more than fifteen (15). The number of Directors may not be
decreased so as to affect the term of any incumbent Director. Except as
hereinafter provided, (i) if the number of Directors is increased, the
additional Directors to fill the vacancies thus created may be elected by
majority vote of the entire Board of Directors, and (ii) any vacancy
occurring for any other cause may be filled by a majority of the remaining
Directors, even if such majority is less than a quorum. No vacancy may be
filled for any cause whatsoever unless, immediately after the filling of
such vacancy, at least two-thirds of the entire Board of Directors shall
have been elected by the stockholders of the Corporation. A Director shall
hold office until his successor is elected and qualified, or until such
Director's earlier death, resignation, retirement or removal; provided,
however, that if a Director was not elected to office by a vote of
stockholders, the term of such Director shall, in any event, end as of the
date of the next annual meeting of stockholders which is required to be
held pursuant to Article I, Section 1 of these Bylaws following such
Director's election to office. Such a Director may be a candidate
for election to office at such annual meeting and, if elected at such meeting,
shall serve for the indefinite term specified above.
SECTION 2. Mandatory Retirement of Directors. A Director shall
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retire from the Board of Directors and cease being a Director at the close
of business on the last day of the calendar year in which the Director
attains age seventy-two (72), except that any person who was a Director
on February 1, 1995, and on that date was at least seventy-two (72) years
of age shall continue to serve as a director at the discretion of the
Nominating Committee of the Board of Directors.
SECTION 3. Removal. At any meeting of stockholders, duly called
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and at which a quorum is present, the stockholders may, by the
affirmative vote of the holders of a majority of the votes entitled to be
cast thereon, remove any director or directors from office and may elect a
successor or successors to fill any resulting vacancies for the unexpired
terms of removed directors.
SECTION 4. Place of Meeting. The Directors may hold their
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meetings, have one or more offices, and keep the books of the Corporation
outside the State of Maryland, at any office or offices of the Corporation
or at any other place as they may from time to time by resolution
determine, or in the case of meetings, as they may from time to time by
resolution determine or as shall be specified or fixed in the respective
notices or waivers of notice thereof.
SECTION 5. Regular Meetings. Regular meetings of the Board of
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Directors shall be held at such time and on such notice, if any, as the
Directors may from time to time determine.
SECTION 6. Special Meetings. Special meetings of the Board of
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Directors may be held from time to time upon call of the President or two
or more of the Directors, by oral or telegraphic or written notice
(including written notice transmitted electronically) duly served on or
sent or mailed to each Director not less than one day before such meeting.
No notice need be given to any Director who attends in person or to any
Director who, in writing executed and filed with the records of the
meeting either before or after the holding thereof, waives such notice.
Such notice or waiver of notice need not state the purpose or purposes of
such meeting.
SECTION 7. Quorum. One-third of the Directors then in office shall
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constitute a quorum for the transaction of business, provided that a
quorum shall in no case be less than two Directors. If at any meeting of
the Board there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time until a quorum shall
have been obtained. The act of the
majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Directors, except as may be otherwise specifically
provided by statute, by the Articles of Incorporation or by these Bylaws.
SECTION 8. Executive Committee. The Board of Directors may, by
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the affirmative vote of a majority of the entire Board, elect from the
Directors an Executive Committee to consist of such number of Directors,
but not less than two, as the Board may from time to time determine. The
Board of Directors by such affirmative vote shall have power at any time
to change the members of such Committee and may fill vacancies in the
Committee by election from the Directors. When the Board of Directors is
not in session, the Executive Committee shall have and may exercise any
or all of the powers of the Board of Directors in the management of the
business and affairs of the Corporation (including the power to authorize
the seal of the Corporation to be affixed to all papers which may require
it) except as provided by law and except the power to increase or decrease
the size of, or fill vacancies on, the Board, to remove or appoint executive
officers or to dissolve or change the permanent membership of the
Executive Committee, and the power to make or amend the Bylaws of the
Corporation. The Executive Committee may fix its own rules of procedure,
and may meet, when and as provided by such rules or by resolution of the
Board of Directors, but in every case the presence of a majority shall be
necessary to constitute a quorum. In the absence of any member of the
Executive Committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a member of the
Board of Directors to act in the place of such absent member.
SECTION 9. Other Committees. The Board of Directors, by the
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affirmative vote of a majority of the entire Board, may appoint other
committees which shall in each case consist of such number of members,
and shall have and may exercise such powers as the Board may determine
in the resolution appointing them. A majority of all members of any such
committee may determine its action, and fix the time and place of its
meetings, unless the Board of Directors shall otherwise provide. The
Board of Directors shall have power at any time to change the members
and powers of any such committee, to fill vacancies, and to discharge any
such committee.
SECTION 10. Informal Action by Directors and Committees. Any
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action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting, if a
written consent to such action is signed by all members of the Board, or
of such committee, as the case may be, and if such consent is filed with
the minutes of proceedings of the Board, or of such committee, as the case
may be.
SECTION 11. Compensation of Directors. Directors shall be entitled
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to receive such compensation from the Corporation for their services as
may from time to time be voted by the Board of Directors.
ARTICLE III
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OFFICERS
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SECTION 1. Executive Officers. The executive officers of the
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Corporation shall be chosen by the Board of Directors. These shall include
a President, one or more Vice Presidents (the number thereof to be
determined by the Board of Directors), a Secretary and a Treasurer. The
Board of Directors or the Executive Committee may also in its discretion
appoint a Chairman of the Board of Directors, Assistant Secretaries,
Assistant Treasurers, and other officers, agents and employees, who shall
have such authority and perform such duties as the Board or the Executive
Committee may determine. The Board of Directors may fill any vacancy
which may occur in any office. Two or more offices, except those of
President and Vice President, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than
one capacity, if such instrument is required to be executed, acknowledged
or verified by two or more officers.
SECTION 2. Term of Office. Unless a longer, shorter or indefinite
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term of office is provided by the Board of Directors for any officer or all
officers, the term of office of all officers shall be one year and until their
respective successors are chosen and qualify. Any officer may be removed
from office at any time with or without cause by the vote of a majority of
the entire Board of Directors, if the Board of Directors in its judgment
finds that the best interests of the Corporation are served thereby.
SECTION 3. Powers and Duties. The officers of the Corporation shall
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have such powers and duties as generally pertain to their respective
offices, as well as such powers and duties as may from time to time be
conferred by the Board of Directors or the Executive Committee.
ARTICLE IV
CAPITAL STOCK
SECTION 1. Certificate of Shares. A stockholder of Class A Shares
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of any series shall, upon request, be entitled to a certificate for full
shares of stock in such form not inconsistent with law as the Board of
Directors shall determine. No certificate will be issued to evidence
ownership of any other class of shares.
SECTION 2. Transfer of Shares. Shares of the Corporation shall be
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transferable on the books of the Corporation by the holder thereof in
person or by the holder's duly authorized attorney-in-fact or legal
representative upon presentation of proper instruments of assignment and
transfer, with such proof of the authenticity of the signature and the
capacity of the signator as the Corporation or its transfer agent may
reasonably require. If certificates have been issued evidencing the
ownership of the Shares to be transferred, such certificates must be
surrendered and canceled before the transfer may be effected.
SECTION 3. Stock Ledgers. The stock ledgers of the Corporation,
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containing the names and addresses of the stockholders and the number of
shares held by them respectively, shall be kept at the principal offices of
the Corporation or, if the Corporation employs a transfer agent, at the
offices of the Transfer Agent of the Corporation.
SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation
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may determine the conditions upon which a new certificate of stock of the
Corporation of any class may be issued in place of a certificate which is
alleged to have been lost, stolen or destroyed; and may require the owner
of such certificate or his legal representative to give bond, with
sufficient surety to the Corporation and each Transfer Agent, if any, to
indemnify it and each Transfer Agent against any and all loss or claims
which may arise by reason of the issue of a new certificate in the place of
the one so lost, stolen or destroyed.
ARTICLE V
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors.
ARTICLE VII
INDEMNIFICATION
Each Director and officer (and his heirs, executors and
administrators) shall be indemnified by the Corporation to the extent set
forth in the Articles of Incorporation.
ARTICLE VIII
AMENDMENT OF BYLAWS
The Bylaws of the Corporation may be altered, amended, added to or
repealed by majority vote of the entire Board of Directors.
