EXHIBIT 99.B2(b)
BY-LAWS
OF
COLUMBIA MANAGEMENT MULTI-STRATEGY HEDGE FUND, LLC
Section 1. Operating Agreement and Principal Office
1.1. OPERATING AGREEMENT. These By-Laws shall be subject to the Operating
Agreement, as from time to time in effect (the "Operating Agreement"), of
Columbia Management Multi-Strategy Hedge Fund, LLC, a Delaware limited liability
company (the "Fund"). Capitalized terms not otherwise defined herein will have
the meanings set forth in the Operating Agreement.
1.2. PRINCIPAL OFFICE OF THE FUND. The principal office of the Fund shall
be 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 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 or by the president at the times and in the manner
prescribed by the Operating 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 Operating Agreement. Such
notice shall be given by the secretary or an assistant secretary or by an
officer designated by the Board. As provided in the Operating 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.
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 allowing all persons participating in the meeting to
hear each other at the same time.
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.
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. 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. Any officer may be but none need be a Director or Investor.
Any two or more offices may be held by the same person.
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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 Operating
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 set forth in the Confidential
Offering Memorandum of the Fund, as they may be amended 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 are elected by the Board.
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 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.
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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 Board, 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 Director may resign from the Board and the Board may remove any
Director in accordance with the procedures set forth in the Operating 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 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
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The Board may fix in advance a time, which shall not be 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 may restrict the transfer or repurchase of Interests
for all or any part of such period.
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.
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