THE COMMUNITY REINVESTMENT ACT
QUALIFIED INVESTMENT FUND
BY-LAWS
These By-laws (the "By-laws") of The Community Reinvestment Act
Qualified Investment Fund (the "Trust"), a Delaware business trust, are subject
to the Trust's Agreement and Declaration of Trust dated January 14, 1999, as
from time to time amended, supplemented or restated (the "Trust Instrument").
Capitalized terms used herein which are defined in the Trust Instrument are used
as therein defined.
ARTICLE I
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PRINCIPAL OFFICE
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The principal office of the Trust shall be located in such location as
the Trustees may from time to time determine. The Trust may establish and
maintain such other offices and places of business as the Trustees may from time
to time determine.
ARTICLE II
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OFFICERS AND THEIR ELECTION
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SECTION 2.1 OFFICERS. The officers of the Trust shall be a President,
a Treasurer, a Secretary, and such other officers as the Trustees may from time
to time elect. It shall not be necessary for any Trustee or other officer to be
a holder of Shares in the Trust.
SECTION 2.2 ELECTION OF OFFICERS. Two or more offices may be held by a
single person. Subject to the provisions of Section 2.3 hereof, the officers
shall hold office until their successors are chosen and qualified and serve at
the pleasure of the Trustees.
SECTION 2.3 RESIGNATIONS. Any officer of the Trust may resign by
filing a written resignation with the President, the Secretary or the Trustees,
which resignation shall take effect on being so filed or at such later time as
may be therein specified.
ARTICLE III
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POWERS AND DUTIES OF OFFICERS AND TRUSTEES
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SECTION 3.1 CHIEF EXECUTIVE OFFICER. Unless the Trustees have
designated the Chairman as the chief executive officer of the Trust, the
President shall be the chief executive officer of the Trust and shall preside at
all meetings of the Shareholders.
SECTION 3.2 TREASURER. The Treasurer shall be the principal financial
and accounting officer of the Trust. He shall deliver all funds and securities
of the Trust which may come into his hands to such company as the Trustees shall
employ as Custodian in accordance with the Trust Instrument and applicable
provisions of law. He shall make annual reports regarding the business and
condition of the Trust, which reports shall be preserved in Trust records, and
he shall furnish such other reports regarding the business and condition of the
Trust as the Trustees may from time to time require. The Treasurer shall perform
such additional duties as the Trustees or the chief executive officer may from
time to time designate.
SECTION 3.3 SECRETARY. The Secretary shall record in books kept for
the purpose all votes and proceedings of the Trustees and the Shareholders at
their respective meetings. He shall have the custody of the seal of the Trust.
The Secretary shall perform such additional duties as the Trustees or the chief
executive officer may from time to time designate.
SECTION 3.4 VICE PRESIDENT. Any Vice President of the Trust shall
perform such duties as the Trustees or the chief executive officer may from time
to time designate. At the request or in the absence or disability of the
President, the most senior Vice President present and able to act may perform
all the duties of the President and, when so acting, shall have all the powers
of and be subject to all the restrictions upon the President.
SECTION 3.5 ASSISTANT TREASURER. Any Assistant Treasurer of the Trust
shall perform such duties as the Trustees or the Treasurer may from time to time
designate, and, in the absence of the Treasurer, the most senior Assistant
Treasurer present and able to act may perform all the duties of the Treasurer.
SECTION 3.6 ASSISTANT SECRETARY. Any Assistant Secretary of the Trust
shall perform such duties as the Trustees or the Secretary may from time to time
designate, and, in the absence of the Secretary, the most senior Assistant
Secretary present and able to act may perform all the duties of the Secretary.
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SECTION 3.7 ADDITIONAL OFFICERS. The Trustees from time to time may
appoint such other officers or agents as they may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the Trustees may determine.
SECTION 3.8 SURETY BONDS. The Trustees may require any officer or
agent of the Trust to execute a bond (including, without limitation, any bond
required by the Investment Company Act of 1940 (the "1940 Act")) in such sum and
with such surety or sureties as the Trustees may determine, conditioned upon the
faithful performance of his duties to the Trust including responsibility for
negligence and for the accounting of any of the Trust's property, funds or
securities that may come into his hands.
SECTION 3.9 REMOVAL. Any officer may be removed from office at any
time by the Trustees.
SECTION 3.10 REMUNERATION. The salaries or other compensation, if any,
of the officers of the Trust shall be fixed from time to time by resolution of
the Trustees.
ARTICLE IV
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SHAREHOLDERS' MEETINGS
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SECTION 4.1 NOTICES. Notices of any meeting of the Shareholders shall
be given by the Secretary by delivering or mailing, postage prepaid, to each
Shareholder entitled to vote at said meeting, written or printed notification of
such meeting at least seven days before the meeting, to such address as may be
registered with the Trust by the Shareholder. Notice of any Shareholder meeting
need not be given to any Shareholder if a written waiver of notice, executed
before or after such meeting, is filed with the record of such meeting, or to
any Shareholder who shall attend such meeting in person or by proxy. Notice of
adjournment of a Shareholders' meeting to another time or place need not be
given, if such time and place are announced at the meeting or reasonable notice
is given to persons present at the meeting.
SECTION 4.2 VOTING-PROXIES. Subject to the provisions of the Trust
Instrument, Shareholders entitled to vote may vote either in person or by proxy,
provided that either (i) an instrument authorizing such proxy to act is executed
by the Shareholder in writing and dated not more than eleven months before the
meeting, unless the instrument specifically provides for a longer period or (ii)
the Trustees adopt by resolution an electronic, telephonic, computerized or
other alternative to execution of a written instrument authorizing the proxy to
act, which authorization is received not more than eleven months
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before the meeting. Proxies shall be delivered to the Secretary of the Trust or
other person responsible for recording the proceedings before being voted. A
proxy with respect to Xxxxxx held in the name of two or more persons shall be
valid if executed by one of them unless at or prior to exercise of such proxy
the Trust receives a specific written notice to the contrary from any one of
them. Unless otherwise specifically limited by their terms, proxies shall
entitle the holder thereof to vote at any adjournment of a meeting. A proxy
purporting to be exercised by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. At all meetings of the Shareholders,
unless the voting is conducted by inspectors, all questions relating to the
qualifications of voters, the validity of proxies, and the acceptance or
rejection of votes shall be decided by the Chairman of the meeting. Except as
otherwise provided herein or in the Trust Instrument, all matters relating to
the giving, voting or validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Delaware corporation and the
Shareholders were shareholders of a Delaware corporation.
SECTION 4.3 PLACE OF MEETING. All meetings of the Shareholders shall
be held at such places as the Trustees may designate.
ARTICLE V
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SHARES OF BENEFICIAL INTEREST
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SECTION 5.1 SHARE CERTIFICATE. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
authorize. The Trustees may issue certificates to a Shareholder of any Series or
Class thereof for any purpose and the issuance of a certificate to one or more
Shareholders shall not require the issuance of certificates generally. In the
event that the Trustees authorize the issuance of Share certificates, such
certificate shall be in the form prescribed from time to time by the Trustees
and shall be signed by the President or a Vice President and by the Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary. Such signatures may be
facsimiles if the certificate is signed by a transfer or shareholder services
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 have ceased 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.
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SECTION 5.2 LOSS OF CERTIFICATE. In case of the alleged loss or
destruction or the mutilation of a Share certificate, a duplicate certificate
may be issued in place thereof, upon such terms as the Trustees may prescribe.
SECTION 5.3 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees
may at any time discontinue the issuance of Share certificates and may, by
written notice to each Shareholder, 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 VI
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INSPECTION OF BOOKS
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The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and regulations
the accounts and books of the Trust or any of them shall be open to the
inspection of the Shareholders; and no Shareholder shall have any right to
inspect any account or book or document of the Trust except as conferred by law
or otherwise by the Trustees.
ARTICLE VII
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AMENDMENTS
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These By-laws may be amended from time to time by the Trustees.
ARTICLE VIII
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HEADINGS
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Headings are placed in these By-laws for convenience of reference only
and, in case of any conflict, the text of these By-laws rather than the headings
shall control.
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