Exhibit 22(b)
By-Laws
of
WY Funds
ARTICLE VIII
Agreement and Declaration of Trust and Offices
Section 8.1. 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 WY Funds, the Ohio business trust
established by the Declaration of Trust (the "Trust").
Section 8.2. Offices. The Trust may maintain one or more other offices,
including its principal office, in or outside of Ohio, in such cities as the
Trustees may determine from time to time. Unless the Trustees otherwise
determine, the principal office of the Trust shall be located in 0000 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxx, XX 00000.
ARTICLE IX
Meetings of Trustees
Section 9.1. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees 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 any meeting of the shareholders.
Section 9.2. 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.
Section 9.3. Notice. It shall be sufficient notice to a Trustee of a
special meeting to send notice by mail at least forty-eight 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 or
facsimile 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.
Section 9.4. Quorum. At any meeting of the Trustees a majority of the
Trustees then in office shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority
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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 9.5. Participation by Telephone. One or more of the Trustees or of
any committee of the Trust may participate in a meeting thereof by means of a
conference telephone or similar Communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting except as
otherwise provided by the Investment Company Act of 1940.
Section 9.6. Action by Consent. Any action required or permitted to be
taken at any meeting of the Trustees or any committee thereof may be taken
without a meeting, if a written consent of such action is signed by a majority
of the Trustees then in office or a majority of the members of such committee,
as the case may be, and such written consent is filed with the minutes of the
proceedings of the Trustees or such committee.
ARTICLE X
Officers
Section 10.1. Enumeration and Qualification. The officers of the Trust
shall be a President, a Chief Compliance Officer, a Treasurer, a Secretary and
such other officers, including Vice Presidents, 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. Any officer
may be, but need not be, a Trustee or shareholder. The same person may hold any
two or more offices.
Section 10.2. 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. Vacancies in any office may be
filled at any time.
Section 10.3. Tenure. The officers shall hold office for one year 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
officer shall hold office and each agent shall retain authority at the pleasure
of the Trustees.
Section 10.4. 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 are commonly incident
to the office occupied by him or her as if the Trust were organized as an Ohio
business corporation and such other duties and powers as the Trustees may from
time to time designate.
Section 10.5. President. Unless the Trustees otherwise provide, the
President, or in the absence of the President, any Trustee chosen by the
Trustees, shall preside at all meetings of the shareholders and of the Trustees.
The President shall be the chief executive officer.
Section 10.6. Chief Compliance Officer. The Chief Compliance Officer of
the Trust will be responsible for administering its compliance policies and
procedures, shall have sufficient authority and independence within the
organization to compel others to adhere to the compliance policies and
procedures, shall report directly to the Board of Trustees, shall annually
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furnish a written report on the operation of the compliance policies and
procedures to the Board of Trustees and shall perform such other duties as
prescribed by the Board of Trustees.
Section 10.7. Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, 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, 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.
Section 10.8. 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.
Section 10.9. 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 the 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 XI
Committees
Section 11.1. General. The Trustees, by vote of a majority of the Trustees
then in office, may elect from their number an Executive Committee or other
committees and may delegate thereto some or all of their powers except those
which by law, by the Declaration of Trust, or by these By-Laws may not be
delegated. Except as the Trustees may otherwise determine, any such committee
may make rules for the conduct of its business, but unless otherwise provided by
the Trustees or in such rules, its business shall be conducted so far as
possible in the same manner as is provided by these By-Laws for the Trustees
themselves. All members of such committees shall hold such offices at the
pleasure of the Trustees. The Trustees may abolish any such committee at any
time. Any committee to which the Trustees delegate any of their powers or duties
shall keep records of its meetings and shall report its action to the Trustees.
The Trustees shall have power to rescind any action of any committee, but no
such rescission shall have retroactive effect.
ARTICLE XII
Reports
Section 12.1. General. 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
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shall render such additional reports as they may deem desirable or as may from
time to time be required by the Trustees.
ARTICLE XIII
Fiscal Year
Section 13.1. General. The fiscal year of the Trust shall be fixed by, and
shall be subject to change by, the Trustees.
ARTICLE XIV
Seal
Section 14.1. General. If required by applicable law, the seal of the
Trust shall consist of a flat-faced die with the word "Ohio", 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.
ARTICLE XV
Execution of Papers
Section 15.1. General. Except as the Trustees may generally or in
particular cases 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, the Secretary or by the
Treasurer and need not bear the seal of the Trust.
ARTICLE XVI
Issuance of Share Certificates
Section 16.1. Share Certificates. In lieu of issuing certificates for
shares, the Trustees or the transfer 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.
The Trustees may at any time 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, in such form as shall be prescribed from time to
time by the Trustees. Such certificate shall be signed by the President or a
Vice-President and by the Treasurer or Assistant Treasurer. Such signatures may
be facsimiles 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 were such officer at
the time of its issue.
Section 16.2. Loss of Certificates. 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 shall prescribe.
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Section 16.3. Issuance of New Certificate to Pledgee. In the event
certificates have been issued, a pledgee of shares transferred as collateral
security shall be entitled to a new certificate if the instrument of transfer
substantially describes the debt or duty that is intended to be secured thereby.
Such new certificate shall express on its face that it is held as collateral
security, and the name of the pledgor shall be stated thereon, who alone shall
be liable as a shareholder, and entitled to vote thereon.
Section 16.4. 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 XVII
Custodian
Section 17.1. General. The Trust shall at all times employ a bank or trust
company having a capital, surplus and undivided profits of at least Five Hundred
Thousand ($500,000) Dollars as Custodian of the capital assets of the Trust. The
Custodian shall be compensated for its services by the Trust and upon such basis
as shall be agreed upon from time to time between the Trust and the Custodian.
ARTICLE XVIII
Dealings with Trustees and Officers
Section 18.1. General. Any Trustee, officer or other agent of the Trust
may acquire, own and dispose of shares of the Trust to the same extent as if he
were not a Trustee, officer or agent; and the Trustees may accept subscriptions
to shares or repurchase shares from any firm or company in which he is
interested.
ARTICLE XIX
Shareholders
Section 19.1. Meetings. A meeting of the shareholders of the Trust shall
be held whenever called by the Trustees, whenever election of a Trustee or
Trustees by shareholders is required by the provisions of Section 16(a) of the
Investment Company Act of 1940 for that purpose or whenever otherwise required
pursuant to the Declaration of Trust. Any meeting shall be held on such day and
at such time as the President or the Trustees may fix in the notice of the
meeting.
Section 19.2. Record Dates. For the purpose of determining the
shareholders 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 may from time to time fix a time, which shall be not
more than 60 days before the date of any meeting of shareholders or the date for
the payment of any dividend or of any other distribution, as the record date for
determining the shareholders 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
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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 any
part of such period.
ARTICLE XX
Amendments to the By-Laws
Section 20.1. General. 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.
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