BY-LAWS
OF
OAK ASSOCIATES FUNDS
SECTION 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 Oak Associates Funds, a 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 Boston, Massachusetts.
SECTION 2. SHAREHOLDERS
2.1 ANNUAL MEETING. The Trust will not hold annual meetings of the
shareholders.
2.2 SPECIAL MEETINGS. A special meeting of the Shareholders of the Trust or
of any series or class may be called at any time by the Trustees, by the
President or such other person or persons as may be specified in these
By-Laws, and held from time to time for the purpose of taking action
upon any matter requiring the vote or the authority of the Shareholders
of the Trust or any series or class as herein provided or upon any other
matter deemed by the Trustees to be necessary or desirable. Each call
of a meeting shall state the place, date, hour and purposes of the
meeting. If the Trustees shall fail to call or give notice of any
meeting of Shareholders for a period of thirty days after written
application by Shareholders holding at least 10% of the Shares then
outstanding requesting a meeting to be called for a purpose requiring
action by the Shareholders as provided herein, then Shareholders holding
at least 10% of the Shares then outstanding may call and give notice of
such meeting, and thereupon the meeting shall be held in the manner
provided for herein in case of call thereof by the Trustees. Notice of
a meeting need not be given to any Shareholder 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 Shareholder who attends the
meeting without protesting prior thereto or at its commencement the lack
of notice to him or her.
2.3 PLACE OF MEETINGS. All meetings of the shareholders shall be held at
such place within the United States as shall be designated by the
Trustees or the president of the Trust.
2.4 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 seven 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.
2.5 VOTING POWER. Each whole Share held entitles the holder of record to
one vote for each dollar (carried forward to two decimal places) of net
asset value of such Share as of the close of business on the record date
for any meeting of Shareholders (or written consent in lieu thereof) at
which such Share may be voted, and each fractional Share shall be
entitled to a proportionate fractional vote. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in
person or by proxy.
A proxy with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior to the
exercise of the proxy the Trust receives a specific written notice to
the contrary from any one of them. A proxy purporting to be executed 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.
2.6 QUORUM AND REQUIRED VOTE. A majority in interest of the Shares entitled
to vote shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of the
Declaration of Trust permits or requires that holders of any series or
class shall vote as a series or class, then a majority in interest of
the Shares of that series or class entitled to vote shall be necessary
to constitute a quorum for the transaction of business by that series or
class. Any lesser number, however, shall be sufficient for
adjournments. Any adjourned session or sessions may be held within a
reasonable time after the date set for the original meeting without the
necessity of further notice.
Except when a larger vote is required by any provisions of the
Declaration of Trust or these By-Laws, a majority in interest of the
Shares voted on any matter shall decide such matter and a plurality
shall elect a Trustee, provided that where any provision of law or of
this Declaration of Trust permits or requires that the holders of any
series or class shall vote as a series or class, then a majority in
interest of the Shares of that series or class voted on the matter shall
decide that matter insofar as that series or class is concerned.
A majority in interest shall mean 50.1% or more of total votes
represented by all Shares entitled to vote and present at the meeting
either in person or by proxy.
2.7 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.
2.8 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.
2.9 ACTION BY WRITTEN CONSENT. Any action taken by Shareholders may be
taken without a meeting if a majority of Shareholders entitled to vote
on the matter (or such larger vote as shall be required by any provision
of the Declaration of Trust or these By-Laws) consent to the action in
writing and such written consents are filed with the records of the
meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.
SECTION 3. TRUSTEES
3.1 COMMITTEES AND ADVISORY BOARD. The Trustees may appoint from their
number an executive committee and other committees. Except as the
Trustees may otherwise determine, any such committee may make rules for
conduct of its business. The Trustees may appoint an advisory board to
consist of not less than two nor more than five members. The members of
the advisory board shall be compensated in such manner as the Trustees
may determine and shall confer with and advise the Trustees regarding
the investments and other affairs of the Trust. Each member of the
advisory board shall hold office until the first meeting of the Trustees
following the next annual meeting of the shareholders and until his
successor is elected and qualified, or until he sooner dies, resigns, is
removed, or becomes disqualified, or until the advisory board is sooner
abolished by the Trustees.
3.2 REGULAR MEETINGS. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from
time to time determine, provided that notice of the first regular
meeting following any such determination shall be given to absent
Trustees. A regular meeting of the Trustees may be held without call or
notice immediately after and at the same place as the annual meeting of
the shareholders.
3.3 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 Chairman of the Board, 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 one of
the Trustees calling the meeting.
3.4 NOTICE. It shall be sufficient notice to a Trustee 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.
3.5 QUORUM. At any meeting of the Trustees one-third of the Trustees 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 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 or appoint.
The Trust may also have such agents, if any, as the Trustees from time
to time may in their discretion appoint. Any officer may be but none
need be a Trustee or shareholder. 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
Declaration of Trust set forth, such duties and powers as are commonly
incident to his or her office as if the Trust were organized as a
Massachusetts business corporation and such other duties and powers as
the Trustees may from time to time designate.
4.3 ELECTION. The president, the treasurer and the secretary shall be
elected annually by the Trustees. Other officers, if any, may be
elected or appointed by the Trustees at any time.
4.4 TENURE. The president, the treasurer and the secretary shall hold
office for a one year term and 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 agent shall retain
his or her authority at the pleasure of the Trustees.
4.5 PRESIDENT AND VICE PRESIDENTS. The president shall be the chief
executive officer of the Trust. The president shall, subject to the
control of the Trustees, have general charge and supervision of the
business of the Trust. Any vice president shall have such duties and
powers as shall be designated from time to time by the Trustees.
4.6 CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is
elected, he shall have the duties and powers specified in these By-Laws
and, except as the Trustees shall otherwise determine, preside at all
meetings of the shareholders and of the Trustees at which he or she is
present and have such other duties and powers as may be determined by
the Trustees.
4.7 TREASURER AND CONTROLLER. The treasurer shall be the chief financial
officer of the Trust and subject to any arrangement made by the Trustees
with a bank or trust company or other organization as custodian or
transfer or shareholder 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 Trustees or by the president. If at
any time there shall be no controller, the treasurer shall also be the
chief accounting officer of the Trust and shall have the duties and
powers prescribed herein for the controller. Any assistant treasurer
shall have such duties and powers as shall be designated from time to
time by the Trustees.
The controller, if any be elected, shall be the chief accounting officer
of the Trust and shall be in charge of its books of account and
accounting records. The controller shall be responsible for preparation
of financial statements of the Trust and shall have such other duties
and powers as may be designated from time to time by the Trustees or the
president.
4.8 SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all
proceedings of the shareholders and the Trustees in books to be kept
therefor, which books shall be kept at the principal office of the
Trust. In the absence of the secretary from any meeting of shareholders
or Trustees, 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. RESIGNATION AND REMOVALS
Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of the Board, the
president, the treasurer or the secretary or to a meeting of the Trustees. The
Trustees may remove any officer elected by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the extent
expressly provided in a written agreement with the Trust, no Trustee, officer,
or advisory board member resigning, and no officer or advisory board member
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. SHARES OF BENEFICIAL INTEREST
In lieu of issuing certificates for shares, the Trustees or the transfer or
shareholder services agent may either 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 be deemed, for all purposes hereunder, 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.
SECTION 8. RECORD DATE
The Trustees may fix in advance a time, which shall not be more than 90 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or making of any other distribution to shareholders, as the record
date for determining the shareholders 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 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.
SECTION 9. SEAL
The seal of the Trust shall, subject to alteration by the Trustees, consist of a
flat-faced circular 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 its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.
SECTION 10. EXECUTION OF PAPERS
Except as the Trustees 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 Trust shall be signed, and any transfers of securities standing in the name
of the Trust 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 Trustees and need not bear the seal of the
Trust.
SECTION 11. FISCAL YEAR
The fiscal year of the Trust shall end on such date in each year as the Trustees
shall from time to time determine.
SECTION 12. PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS
12.1 DEALINGS WITH AFFILIATES. No officer, Trustee or agent of the Trust and
no officer, director or agent of any investment adviser shall deal for
or on behalf of the Trust with himself as
principal or agent, or with any partnership, association or corporation
in which he has a material financial interest; provided that the
foregoing provisions shall not prevent (a) officers and Trustees of the
Trust from buying, holding or selling shares in the Trust, or from being
partners, officers or directors of or financially interested in any
investment adviser to the Trust or in any corporation, firm or
association which may at any time have a distributor's or principal
underwriter's contract with the Trust; (b) purchases or sales of
securities or other property if such transaction is permitted by or is
exempt or exempted from the provisions of the Investment Company Act of
1940 or any Rule or Regulation thereunder and if such transaction does
not involve any commission or profit to any security dealer who is, or
one or more of whose partners, shareholders, officers or directors is,
an officer or Trustee of the Trust or an officer or director of the
investment adviser, administrator or principal underwriter of the Trust;
(c) employment of legal counsel, registrar, transfer agent, shareholder
services, dividend disbursing agent or custodian who is, or has a
partner, stockholder, officer or director who is, an officer or Trustee
of the Trust; or (d) sharing statistical, research and management
expenses, including office hire and services, with any other company in
which an officer or Trustee of the Trust is an officer or director or
financially interested.
12.2 DEALING IN SECURITIES OF THE TRUST. The Trust, the investment adviser,
any corporation, firm or association which may at any time have an
exclusive distributor's or principal underwriter's contract with the
Trust (the "distributor") and the officers and Trustees of the Trust and
officers and directors of every investment adviser and distributor,
shall not take long or short positions in the securities of the Trust,
except that:
(a) the distributor may place orders with the Trust for its shares
equivalent to orders received by the distributor;
(b) shares of the Trust may be purchased at not less than net asset
value for investment by the investment adviser and by officers and
directors of the distributor, investment adviser, or the Trust and
by any trust, pension, profit-sharing or other benefit plan for
such persons, no such purchase to be in contravention of any
applicable state or federal requirement.
12.3 LIMITATION ON CERTAIN LOANS. The Trust shall not make loans to any
officer, Trustee or employee of the Trust or any investment adviser or
distributor or their respective officers, directors or partners or
employees.
12.4 CUSTODIAN. All securities and cash owned by the Trust shall be
maintained in the custody of one or more banks or trust companies having
(according to its last published report) not less than two million
dollars ($2,000,000) aggregate capital, surplus and undivided profits
(any such bank or trust company is hereinafter referred to as the
"custodian"); provided, however, the custodian may deliver securities as
collateral on borrowings effected by the Trust, provided, that such
delivery shall be conditioned upon receipt of the borrowed funds by the
custodian except where additional collateral is being pledged on an
outstanding loan and the custodian may deliver securities lent by the
Trust against receipt of initial collateral specified by the Trust.
Subject to such rules, regulations and orders, if any, as the Securities
and Exchange Commission may adopt, the Trust may, or may permit any
custodian to, deposit all or any part of the securities owned by the
Trust in a system for the central handling of securities operated by the
Federal Reserve Banks, or established by a national securities exchange
or national securities association registered with said Commission under
the Securities Exchange Act of 1934, or such other person as may be
permitted by said Commission, pursuant to which system all securities of
any particular class or series of any issue deposited with the system
are treated as fungible and may be transferred or pledged by bookkeeping
entry, without physical delivery of such securities.
The Trust shall upon the resignation or inability to serve of its
custodian or upon change of the custodian:
(a) in the case of such resignation or inability to serve use its best
efforts to obtain a successor custodian;
(b) require that the cash and securities owned by this corporation be
delivered directly to the successor custodian; and
(c) in the event that no successor custodian can be found, submit to
the shareholders, before permitting delivery of the cash and
securities owned by this Trust otherwise than to a successor
custodian, the question whether or not this Trust shall be
liquidated or shall function without a custodian.
12.5 LIMITATIONS ON INVESTMENT. Each series of shares may not invest in
securities other than those described in the Trust's then current
prospectus as appropriate for the series of shares for which such
securities are being purchased.
12.6 DETERMINATION OF NET ASSET VALUE. Determinations of net asset value
made in good faith shall be binding on all parties concerned.
The term "net asset value" with respect to Shares of any series shall
mean that amount by which the assets of that series exceed its
liabilities, all as determined by or under the direction of the
Trustees. Such value shall be determined on such days and at such times
as the Trustees may determine. Such determination shall be made with
respect to securities for which market quotations are readily available,
at the market value of such securities; and with respect to other
securities and assets, at the fair value as determined in good faith by
the Trustees, provided, however, that the Trustees, without Shareholder
approval, may alter the method of appraising portfolio securities
insofar as permitted under the 1940 Act and interpretations thereof
promulgated or issued by the Commission or insofar as permitted by any
order of the Commission. The Trustees may delegate any powers and
duties under this
Section 12.6 with respect to appraisal of assets and liabilities. At
any time the Trustees may cause the value per Share last determined to
be determined again in similar manner and may fix the time when such
redetermined value shall become effective.
12.7 REPORTS TO SHAREHOLDERS; DISTRIBUTIONS FROM REALIZED GAINS. The Trust
shall send to each shareholder of record at least annually a statement
of the condition of the Trust and of the results of its operation,
containing all information required by applicable laws or regulations.
SECTION 13. AMENDMENTS
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 majority.
