AMENDED AND RESTATED BY-LAWS OF
THE TETON WESTWOOD FUNDS
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 Agreement and Declaration of
Trust, as from time to time in effect (the "Declaration of
Trust"), of the above-captioned 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 New York, New York.
Its resident agent in Massachusetts shall be CT
Corporation System, 0 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, or
such other person as the Trustees from time to time may
select.
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 from time to time may 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 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 of Special Meetings. 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,
electronic mail or any other standard form of
telecommunication 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 Notice of Certain Actions by Consent. If in
accordance with the provisions of the Declaration of Trust any
action is taken by the Trustees by a written consent of less
than all of the Trustees, then prompt notice of any such
action shall be furnished to each Trustee who did not execute
such written consent, provided that the effectiveness of such
action shall not be impaired by any delay or failure to
furnish such notice.
ARTICLE 3
Officers
3.1 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. The Trust also may have such agents
as the Trustees from time to time may in their discretion
appoint. Officers may be but need not be a Trustee or
shareholder. Any two or more offices may be held by the same
person.
3.2 Election. The President, the Treasurer and the
Secretary shall be elected by the Trustees upon the occurrence
of any vacancy in any such office. Other officers, if any, may
be elected or appointed by the Trustees at any time. Vacancies
in any such other office may be filled at any time.
3.3 Tenure. The President, Treasurer and Secretary
shall hold office 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 commonly are incident to the office
occupied by him or her as if the Trust were organized as a
Massachusetts business corporation or such other duties and
powers as the Trustees may from time to time designate.
3.5 President. Unless the Trustees otherwise
provide, the President shall preside at all meetings of the
shareholders and of the Trustees. Unless the Trustees
otherwise provide, the President shall be the chief executive
officer.
3.6 Treasurer. The Treasurer shall be the chief
financial and accounting officer of the Trust, and, 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, shall 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.
3.7 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.
3.8 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 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 Appointment. The Trustees may appoint from their
number an executive committee and other committees. Except as
the Trustees otherwise may determine, any such committee may
make rules for conduct of its business.
4.2 Quorum; Voting. A majority of the members of any
Committee of the Trustees shall constitute a quorum for the
transaction of business, and any action of such a Committee
may be taken at a meeting by a vote of a majority of the
members present(a quorum being present).
ARTICLE 5
Reports
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
Except as from time to time otherwise provided by
the Trustees, the fiscal year of the Trust shall end on
November 30th in each year.
ARTICLE 7
Seal
The seal of the Trust shall consist of a flat-faced
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 in 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
Except as the Trustees generally or in particular
cases may 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 Sale of Shares. Except as otherwise determined
by the Trustees, the Trust will issue and sell for cash or
securities from time to time, full and fractional shares of
its shares of beneficial interest, such shares to be issued
and sold at a price of not less than net asset value per share
as from time to time determined in accordance with the
Declaration of Trust and these By-Laws and, in the case of
fractional shares, at a proportionate reduction in such price.
In the case of shares sold for securities, such securities
shall be valued in accordance with the provisions or
determining value of assets of the Trust as stated in the
Declaration of Trust and these By-Laws. The officers of the
Trust are severally authorized to take all such actions as may
be necessary or desirable to carry out this Section 9.1.
9.2 Share Certificates. In lieu of issuing
certificates for shares, the Trustees or the transfer agent
either may 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, for all purposes hereunder, be
deemed 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 at any time may 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 Vice President and by the Treasurer or Assistant
Treasurer. Such signatures may be facsimile 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 or she were such officer at the time of
its issue.
9.3 Loss of Certificates. The Trust, or if any
transfer agent is appointed for the Trust, the transfer agent
with the approval of any two officers of the Trust, is
authorized to issue and countersign replacement certificates
for the shares of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity
in such form and with such security, if any, as the Trustees
may require.
9.4 Discontinuance of Issuance of Certificates. The
Trustees at any time may discontinue the issuance of share
certificates and by written notice to each shareholder, may
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
Indemnification
10.1 Trustees, Officers, etc. The Trust shall indemnify
each of its Trustees and officers (including persons who serve
at the Trust's request as directors, officers or trustees of
another organization in which the Trust has any interest as a shareholder,
creditor or otherwise) (hereinafter referred to
as a "Covered Person") against all liabilities and expenses,
including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel
fees reasonably incurred by any Covered Person in connection
with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered
Person may be or may have been involved as a party or
otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being
or having been such a Trustee or officer, except with respect
to any matter as to which such Covered Person shall have been
finally adjudicated in a decision on the merits in any such
action, suit or other proceeding not to have acted in good
faith in the reasonable belief that such Covered Person's
action was in the best interests of the Trust and except that
no Covered Person shall be indemnified against any liability
to the Trust or its Shareholders to which such Covered Person
would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's
office. Expenses, including counsel fees so incurred by any
such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or
penalties), may be paid from time to time by the Trust in
advance of the final disposition or any such action, suit or
proceeding upon receipt of an undertaking by or on behalf of
such Covered Person to repay amounts so paid to the Trust if
it is ultimately determined that indemnification of such
expenses is not authorized under this Article, provided that
(a) such Covered Person shall provide security for his
undertaking, (b) the Trust shall be insured against losses
arising by reason of such Covered Person's failure to fulfill
his undertaking, or (c) a majority of the Trustees who are
disinterested persons and who are not Interested Persons (as
that term is defined in the Investment Company Act of 1940)
(provided that a majority of such Trustees then in office act
on the matter), or independent legal counsel in a written
opinion, shall determine, based on a review of readily
available facts (but not a full trial-type inquiry), that
there is reason to believe such Covered Person ultimately will
be entitled to indemnification.
10.2 Compromise Payment. As to any matter disposed of (whether
by a compromise payment, pursuant to a consent decree or otherwise) without
an adjudication in a decision on the merits
by a court, or by any other body before which the proceeding
was brought, that such Covered Person either (a) did not act
in good faith in the reasonable belief that such Covered Person's
action was in the best interests of the Trust or (b) is liable
to the Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office,
indemnification shall be provided if (a) approved as in the
best interest of the Trust, after notice that it involves such
indemnification, by at least a majority of the Trustees who
are disinterested persons and are not Interested Persons
(provided that a majority of such Trustees then in office act
on the matter), upon a determination, based upon a review of
readily available facts (but not a full trial-type inquiry)
that such Covered Person acted in good faith in the reasonable
belief that such Covered Person's action was in the best
interests of the Trust and is not liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved
in the conduct of such Covered Person's office, or (b) there
has been obtained an opinion in writing of independent legal
counsel, based upon a review of readily available facts (but
not a full trial-type inquiry) to the effect that such Covered
Person appears to have acted in good faith in the reasonable
belief that such Covered Person's action was in the best
interests of the Trust and that such indemnification would not
protect such Covered Person against any liability to the Trust
to which such Covered Person would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
his office. Any approval pursuant to this Section shall not
prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust or to
have been liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
Covered Person's office.
10.3 Indemnification Not Exclusive. The right of indemnification
hereby provided shall not be exclusive of or
affect any other rights to which any such Covered Person may
be entitled. As used in this Article 10, the term "Covered Person"
shall include such person's heirs, executors and administrators,
and a "disinterested person" is a person against whom none of the actions,
suits or other proceedings in question or another action,
suit, or other proceeding on the same or similar grounds is then
or has been pending. Nothing contained in this article shall affect
any rights to indemnification to which personnel of the Trust,
other than Trustees and officers, and other persons may be
entitled by contract or otherwise under law, nor the power of
the Trust to purchase and maintain liability insurance on
behalf of such person.
10.4 Limitation: Notwithstanding any provisions in the
Declaration of Trust and these By-Laws pertaining to indemnification,
all such provisions are limited by the following undertaking set
forth in the rules promulgated by the Securities and Exchange
Commission: In the event that a claim for indemnification is
asserted by a Trustee, officer or controlling person of the
Trust in connection with the registered securities of the Trust,
the Trust will not make such indemnification unless (i) the Trust
has submitted, before a court or other body, the question of
whether the person to be indemnified was liable by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of duties, and has obtained a final decision on the
merits that such person was not liable by reason of such
conduct or (ii) in the absenceof such decision, the Trust
shall have obtained a reasonable determination, based upon a
review of the facts, that such person was not liable by virtue
of such conduct, by (a) the vote of a majority of Trustees who
are neither interested persons as such term is defined in the
Investment Company Act of 1940, nor parties to the proceeding
or (b) an independent legal counsel in a written opinion. The
Trust will not advance attorneys' fees or other expenses
incurred by the person to be indemnified unless the Trust
shall have (i) received an undertaking by or on behalf of such
person to repay the advance unless it is ultimately determined
that such person is entitled to indemnification and one of the
following conditions shall have occurred: (x) such person
shall provide security for his undertaking, (y) the Trust
shall be insured against losses arising by reason of any
lawful advances or (z) a majority of the disinterested, non-
party Trustees of the Trust, or an independent legal counsel
in a written opinion, shall have determined that based on a
review of readily available facts there is reason to believe
that such person ultimately will be found entitled to
indemnification.
ARTICLE 11
Shareholders
11.1 Meetings. A meeting of the shareholders shall
be called by the Secretary whenever ordered by the Trustees,
or requested in writing by the holder or holders of at least
10% of the outstanding shares entitled to vote at such
meeting. If the meeting is a meeting of the shareholders of
one or more series of shares, but not a meeting of all
shareholders of the Trust, then only the shareholders of such
one or more series shall be entitled to notice of and to vote
at the meeting. If the Secretary, when so ordered or
requested, refuses or neglects for more than five days to call
such meeting, the Trustees, or the shareholders so requesting
may, in the name of the Secretary, call the meeting by giving
notice thereof in the manner required when notice is given by
the Secretary.
11.2 Access to Shareholder List. Shareholders of
record may apply to the Trustees for assistance in
communicating with other shareholders for the purpose of
calling a meeting in order to vote upon the question of
removal of a Trustee. When ten or more shareholders of record
who have been such for at least six months preceding the date
of application and who hold in the aggregate shares having a
net asset value of at least $25,000 or at least 1% of the
outstanding shares, whichever is less, so apply, the Trustees
shall within five business days either:
(i) afford to such applicants access to a list of
names and addresses of all shareholders as recorded on the
books of the Trust; or
(ii) inform such applicants of the approximate
number of shareholders of record and the approximate cost of
mailing material to them and, within a reasonable time
thereafter, mail, at the applicants' expense, materials
submitted by the applicants, to all such shareholders of
record. The Trustees shall not be obligated to mail materials
which they believe to be misleading or in violation of
applicable law.
11.3 Record Dates. For the purpose of determining
the shareholders of any series 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 from time to time may fix a time,
which shall be not more than 90 days before the date of any
meeting of shareholders or the date of payment of any dividend
or of any other distribution, as the record date for
determining the shareholders of such series 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 part
of such period.
11.4 Place of Meetings. All meetings of the
shareholders shall be held at the principal office of the
Trust or at such other place within the United States as shall
be designated by the Trustees or the President of the Trust.
11.5 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 ten days
before the meeting to each shareholder entitled to vote
thereat by (i) leaving such notice with him or at his
residence or usual place of business, (ii) by mailing it,
postage prepaid, and addressed to such shareholder at his
address as it appears in the records of the Trust, or (iii) to
the extent permitted by applicable law, electronic mail or
other form of legally permissible electronic transmission.
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 attorney
thereunto duly authorized, is filed with the records of the
meeting. Notice directed to a shareholder by electronic mail
or other form of electronic transmission may be transmitted to
any address at which the shareholder receives electronic mail
or other electronic transmissions.
11.6 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.
11.7 Proxies. Shareholders entitled to vote may vote
(i) in person, (ii) 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 or
(iii) by transmitting any authorization by telegram,
cablegram, datagram, electronic mail, or any other legally
permissible electronic or telephonic means in accordance with
the Trust's procedures. 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.
ARTICLE 12
Amendments to the By-Laws
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.
Dated: November 24, 1986
Amended and Restated: August 19, 2009
Amended: October 1, 2012
