EXHIBIT 24.2.b
AMENDED AND RESTATED
BY-LAWS
OF
SEI OPPORTUNITY MASTER FUND, L.P.
Section 1. Agreement of Limited Partnership and Principal Office
1.1. Agreement of Limited Partnership. These By-Laws shall be
subject to the Agreement of Limited Partnership, as from time to time in effect
(the "Partnership Agreement"), of SEI Opportunity Master Fund, L.P., a Delaware
limited partnership (the "Fund"). Capitalized terms not otherwise defined herein
will have the meanings set forth in the Partnership Agreement.
1.2. Principal Office of the Fund. The principal office of the Fund
shall be Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx, XX 00000 or such other place as the
Board of Directors of the Fund (the "Board") may designate from time to time.
Section 2. Investors
2.1. Investor Meetings. A meeting of the Investors of the Fund may
be called by the Board at the times and in the manner prescribed by the
Partnership Agreement.
2.2. Place of Meetings. All meetings of the Investors shall be held
at the principal office of the Fund or at such other place within the United
States as shall be designated by the Board or the president of the Fund.
2.3. Notice of Meetings. A written notice of each meeting of
Investors shall be given in accordance with the terms of the Partnership
Agreement. Such notice may be given by the Board of Directors or by the
secretary or an assistant secretary or by an officer designated by the Board. As
provided in the Partnership Agreement, no notice of any meeting of Investors
need be given to a Investor if a written waiver of notice, executed before or
after the meeting by such Investor 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 an Investor present or represented at the meeting and entitled to
vote in the election.
2.5. Proxies. Investors 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, the transfer agent to
the Fund (or similar service provider) 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
an Investor'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 Investor shall
constitute execution of such proxy by or on behalf of such Investor. A proxy may
be suspended or revoked, as the case may be, by the Investor executing the proxy
by a later specific written notice delivered to the secretary, the transfer
agent to the Fund (or similar service provider) or other person responsible to
record the proceedings of the meeting at which the proxy is to be exercised at
any time prior to exercise of the proxy or if the Investor executing the proxy
shall be present at the meeting and decide to vote in person. A proxy with
respect to an Interest held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to exercise of the proxy the
secretary, the transfer agent to the Fund (or similar service provider) or other
person responsible to record the proceedings of the meeting at which the proxy
is to be exercised receives a specific written notice to the contrary from any
one of them or if either Investor shall be present at the meeting and decide to
vote in person. A proxy purporting to be executed by or on behalf of an Investor
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger.
Section 3. Board of Directors
3.1. Committees. The Board may from time to time appoint from their
number one or more committees consisting of two or more Directors which may
exercise the powers and authority of the Board to the extent that the Directors
determine. A meeting of a Committee may be held at any time or place, and may be
conducted in person or by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting, or by written consents of a
majority of the then-members of the Committee. Unless otherwise specified by the
board, at any meeting of a Committee one-third of the then-members of such
Committee shall constitute a quorum; provided, however, a quorum shall not be
less than two.
3.2. Regular Meetings. Regular meetings of the Board may be held
without call or notice at such places and at such times as the Board may from
time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Directors.
3.3. Special Meetings. Special meetings of the Board 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 Directors, sufficient notice
thereof being given to each Director by the secretary or an assistant secretary
or by the officer or one of the Directors calling the meeting.
-2-
3.4. Notice. It shall be sufficient notice to a Director to send
notice by mail at least forty-eight hours before the meeting addressed to the
Director 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, facsimile or other
electronic means at least twenty-four hours before the meeting. Except as
otherwise required by the 1940 Act, notice of a meeting need not be given to any
Director 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 Director 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 Board one-third of the Directors
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 Fund shall be
a president, a treasurer, a secretary and such other officers, if any, as the
Board from time to time may in their discretion elect or appoint. The Fund may
also have such agents, if any, as the Board from time to time may in their
discretion appoint. In addition, the Board, in its discretion, may elect a
Chairman of the Board, who shall be considered an officer of the Board and not
of the Fund. The Chairman of the Board shall be a Director and may be but need
not be an Investor. Any officer of the Fund may be but none need be a Director
or Investor. 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
Partnership Agreement set forth, such duties and powers as are commonly incident
to his or her office as if the Fund were organized as a Delaware business
corporation and such other duties and powers as the Board may from time to time
designate, including without limitation the power to make purchases and sales of
portfolio securities of the Fund or otherwise to invest assets of the Fund
pursuant to recommendations of the Fund's investment adviser or subadviser in
accordance with the policies and objectives of the Fund established by the Board
from time to time and with such general or specific instructions as the Board
may from time to time have issued.
4.3. Election. The president, the treasurer and the secretary shall
be elected annually by the Board. Other elected officers of the Fund and the
Chairman of the Board are elected by the Board.
4.4. Tenure. The Chairman of the Board, 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
-3-
other officer shall hold office at the pleasure of the Board. Each agent shall
retain his or her authority at the pleasure of the Board.
4.5. President and Vice Presidents. The president shall be the
chief executive officer of the Fund. The president shall preside at all meetings
of the Investors and of the Board at which he or she is present, except as
otherwise voted by the Board. Any vice president shall have such duties and
powers as shall be designated from time to time by the Board or by the
president.
4.6. Treasurer, Controller and Chief Accounting Officer. The
treasurer shall be the chief financial officer of the Fund and subject to any
arrangement made by the Board with a bank or trust company or other organization
as custodian or transfer or Investor 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 Board or by the president. Any assistant treasurer
shall have such duties and powers as shall be designated from time to time by
the Board or by the president.
The controller shall be the officer of the Fund primarily responsible
for ensuring all expenditures of the Fund are reasonable and appropriate. The
controller shall be responsible for oversight and maintenance of liquidity and
leverage facilities available to the Fund and shall have such other duties and
powers as may be designated from time to time by the Board or the president.
The chief accounting officer of the Fund shall be in charge of its
books and accounting records. The chief accounting officer shall be responsible
for preparation of financial statements of the Fund and shall have such other
duties and powers as may be designated from time to time by the Board or the
president.
4.7. Secretary and Assistant Secretaries. The secretary shall
record all proceedings of the Investors and the Board in books to be kept
therefor, which books shall be kept at the principal office of the Fund. In the
absence of the secretary from any meeting of Investors or the Board, an
assistant secretary, or if there be none or he or she is absent, a temporary
secretary chosen at the meeting, shall record the proceedings thereof in the
aforesaid books.
4.8. Chairman. Unless the Board otherwise provides, the Chairman of
the Board or, if there is none or in the absence of the Chairman of the Board,
the president shall preside at all meetings of Investors and of the Board. The
Chairman of the Board shall have such other duties and powers relating to the
operations of the Board as the Board may from time to time designate, but shall
have no individual authority to act for the Fund as an officer of the Fund.
Section 5. Resignations and Removals
Any Director may resign from the Board and the Board may remove any
Director in accordance with the procedures set forth in the Partnership
Agreement. Any officer 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 Board. The Board may remove any
-4-
officer elected by them with or without cause by the vote of a majority of the
Board then in office. Except to the extent expressly provided in a written
agreement with the Fund, no Director or officer resigning, and no Director or
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.
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 president, 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. Certificates Representing Interests
7.1. Certificates. No certificates certifying the ownership of
Interests shall be issued except as the Board may otherwise authorize. In the
event the Board authorizes the issuance of certificates representing Interests,
the Board shall prescribe the form and manner of issuance of such certificates.
In lieu of issuing certificates representing Interests, the Board or
its agent may either issue receipts therefor or keep accounts upon the books of
the Fund for the record holders of such Interests.
7.2. Loss of Certificates. In the case of the alleged loss or
destruction or the mutilation of a certificate representing Interests, a
duplicate certificate may be issued in place thereof, upon such terms as the
Board may prescribe.
7.3. Discontinuance of Issuance of Certificates. The Board may at
any time discontinue the issuance of certificates representing Interests and
may, by written notice to each Investor, require the surrender of Interest
certificates to the Fund for cancellation. Such surrender and cancellation shall
not affect the ownership of Interests in the Fund.
Section 8. Record Date and Restriction on Transfer or Repurchase of Interests
The Board may fix in advance a time, which shall not be less than 10 or
more than 90 days before the date of any meeting of Investors or the date for
the payment of any dividend or making of any other distribution to Investors, as
the record date for determining the Investors 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 Investors of record on such
record date shall have such right, notwithstanding any transfer of Interests on
the books of the Fund after the record date; or without fixing such record date
the Board may for any of such purposes restrict the transfer or repurchase of
Interests for all or any part of such period between a record date and a meeting
of Investors or the payment of a dividend or distribution.
-5-
Section 9. Seal
The Board may authorize the creation of a seal of the Fund. Unless
otherwise required by the Board, 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 Fund.
Section 10. Execution of Papers
Except as the Board 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 Fund shall be signed, and all transfers of securities standing in the name
of the Fund 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 Board and need not bear the seal of the Fund.
Section 11. Amendments
These By-Laws may be amended or repealed, in whole or in part, by a
majority of the Directors then in office at any meeting of the Board, or by one
or more writings signed by such a majority.
-6-
