BY-LAWS
OF
DREYFUS TREASURY CASH MANAGEMENT
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 00000, 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 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. An officer 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; Experts and Advisers
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).
4.3 Authority to Retain Experts and Advisers. The Trustees who are not
"interested persons" (as that term is defined in the Investment Company Act
of 1940, as amended) of the Trust may hire employees and retain experts and
advisers, including independent legal counsel, at the expense of the Trust,
to the extent such Trustees deem necessary to carry out their duties as
Trustees.
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
The fiscal year of the Trust shall be fixed, and shall be subject
to change, by the Board of Trustees.
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 for 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 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 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 or her
undertaking, (b) the Trust shall be insured against losses arising by reason
of such Covered Person's failure to fulfill his or her 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, as amended) (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 absence of 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 (i) the Trust shall
have 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 (ii) 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 or class 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. 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 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 or class 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 or class 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 leaving such notice with him or at his residence or usual
place of business or by mailing it, postage prepaid, and addressed to such
shareholder at his 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 attorney thereunto duly
authorized, is filed with the records of the meeting.
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 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.
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: July 29, 1986
Amended and Restated: January, 2006
