Exhibit 2
Form of By-Laws of Orbitex Group of Funds
BY-LAWS
OF
ORBITEX GROUP OF FUNDS
ARTICLE 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
("Declaration of Trust"), of Orbitex Group of Funds, the Delaware 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 New York, New York.
ARTICLE 2
MEETING OF TRUSTEES
2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held
without call or notice at such places either within or without the State of
Delaware 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.
2.2 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
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 the Trustees calling
the meeting.
2.3 NOTICE. It shall be sufficient notice to a Trustee of a special
meeting 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.
2.4 QUORUM; ADJOURNMENT: VOTE REQUIRED FOR ACTION. At any meeting of the
Trustees at least one-third of the Trustees then in office shall constitute a
quorum. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of Trustees, if any action
taken is approved by a majority of the required quorum for such meeting. 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. At the adjourned meeting, the
Trustees may transact any business which might have been transacted at the
original meeting. Except
in cases where the Declaration of Trust or these By-Laws otherwise provide,
the vote of a majority of the Trustees present at a meeting at which a quorum
is present shall be the act of the Trustees.
2.5 ACTION BY WRITING. Except as required by law, any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting if a majority of the Trustees (or such larger proportion thereof as
shall be required by any express 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 meeting of Trustees. Such consent shall be
treated for all purposes as a vote taken at a meeting of Trustees.
2.6 PARTICIPATION BY COMMUNICATIONS EQUIPMENT. One or more of the
Trustees or of any committee of the Trustees 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.
ARTICLE 3
OFFICERS
3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
Chairman of the Board, a President, 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 may also have such agents as the
Trustees from time to time may in their discretion appoint. The Chairman of
the Board shall be a Trustee and may, but need not be, a beneficial owner of
the Trust (a "Shareholder"); and any other officer may be but none need be a
Trustee or Shareholder. Any two or more offices may be held by the same person.
3.2 ELECTION; TENURE. The Chairman of the Board, the President, the
Treasurer, the Secretary and such other officers as the Trustees may in their
discretion from time to time elect 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 officer shall hold
office and each agent shall retain authority at the pleasure of the Trustees.
3.3 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 a Delaware business corporation and such other duties and powers as the
Trustees may from time to time designate.
3.4 CHAIRMAN. Unless the Trustees otherwise provide, the Chairman of the
Board, shall preside at all meetings of Trustees and exercise and perform such
other powers and duties as may be from time to time assigned to him or her by
the Trustees.
3.5 PRESIDENT. Unless otherwise provided by the Trustees, the President
shall be the Chief Executive Officer of the Trust and shall, subject to the
control of the Board of Trustees, have general supervision, direction and
control of the business of the Trust. The President shall preside at all
meetings of Shareholders and in the absence of the Chairman of the Board at
all meetings of the Board of Trustees.
3.6 VICE PRESIDENT. The Vice President, or if there be more than one Vice
President, the Vice Presidents in the order determined by the Trustees (or if
there be no such determination, then in the order of their election) shall in
the absence of the President or in the event of his or her inability or
refusal to
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act, perform 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. The
Vice Presidents shall perform such other duties and have such other powers as
the Trustees may from time to time prescribe.
3.7 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.
3.8 ASSISTANT TREASURER. The Assistant Treasurer, or if there shall be
more than one, the Assistant Treasurers in the order determined by the
Trustees (or if there be no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of his or
her inability or refusal to act, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such other powers
as the Board of Trustees may from time to time prescribe.
3.9 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. The Secretary shall have such other duties and
powers as the Trustees may from time to time prescribe.
3.10 ASSISTANT SECRETARY. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Trustees
(or if there be no determination, then in the order of their election), shall,
in the absence of the Secretary or in the event of his or her inability or
refusal to act, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as the Board of
Trustees may from time to time prescribe.
3.11 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any
time by written instrument signed by him or her and delivered to the Chairman,
the Vice Chairman, 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 4
COMMITTEES
4.1 GENERAL. The Trustees, by vote of a majority of the Trustees then in
office, may elect from their number an Executive Committee, Compensation
Committee, Audit Committee and Nomination Committee each of which shall
consist of two or more of the Trustee of the Trust which committee shall have
and may exercise some or all of the powers and authority of the Board with
respect to all matters except those which by law, by the Declaration of Trust,
or by these By-Laws may not be delegated.
4.2 OTHER COMMITTEES OF THE BOARD. The Board of Trustees may from time to
time, by resolution adopted by a majority of the whole Board, designate one or
more other committees of the
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Board, each such committee to consist of two or more Trustees and to have such
powers and duties as the Board of Trustees may, by resolution, prescribe.
4.3 LIMITATION OF COMMITTEE POWERS. No committee of the Board shall have
power or authority to:
(a) recommend to shareholders any action requiring authorization of
shareholders pursuant to statute or the Agreement and Declaration of Trust;
(b) approve or terminate any contract with an investment adviser or
principal underwriter, as such terms are defined in the 1940 Act, or take any
other action required to be taken by the Board of Trustees by the 1940 Act;
(c) amend or repeal these By-laws or adopt new By-laws;
(d) declare dividends or other distributions or issue capital stock
of the Trust; and
(e) approve any merger or share exchange which does not require
shareholder approval.
4.4 GENERAL. One-third, but not less than two members, of the members of
any committee shall be present in person at any meeting of such committee in
order to constitute a quorum for the transaction of business at such meeting,
and the act of a majority present shall be the act of such committee. The
Board may designate a chairman of any committee and such chairman or any two
members of any committee may fix the time and place of its meetings unless the
Board shall otherwise provide. In the absence or disqualification of any
member or any committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or she or they constitute
a quorum, may unanimously appoint another member of the Board of Trustees to
act at the meeting in the place of any such absent or disqualified member. The
Board shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members, to replace
any absent or disqualified member, or to dissolve any such committee.
All committees shall keep written minutes of their proceedings and
shall report such minutes to the Board. All such proceedings shall be subject
to revision or alteration by the Board; provided, however, that third parties
shall not be prejudiced by such revision or alteration.
ARTICLE 5
REPORTS
5.1 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 shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE 6
FISCAL YEAR
6.1 GENERAL. The fiscal year of the Trust shall be fixed by resolution of
the Trustees.
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ARTICLE 7
SEAL
7.1 GENERAL. The seal of the Trust shall consist of a flat-faced die with
the word "Delaware", 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 8
EXECUTION OF PAPERS
8.1 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 or by the Treasurer or such other officers
or agents as shall be designated for that purpose by a vote of the Trustees.
ARTICLE 9
ISSUANCE OF SHARES CERTIFICATES
9.1 SHARE CERTIFICATES. In lieu of issuing certificates for shares of the
Trust, 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 either in limited cases or to all Shareholders. In that event, a
Shareholder may receive a certificate stating the number of shares owned by
him or her, 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 or she were such
officer at the time of its issue.
9.2 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. The Trust
may require the owner of the lost, destroyed or mutilated share certificate,
or his or her legal representative, to give the Trust a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, destruction or mutilation of any such certificate or the
issuance of such new certificate.
9.3 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. A pledgee of shares transferred
as collateral security shall be entitled to a new certificate if the instrument
of transfer substantially describes the debt
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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.
9.4 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trusses 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 10
DEALINGS WITH TRUSTEES AND OFFICERS
10.1 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 or
she 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
any Trustee, officer or other agent of the Trust may have an interest.
ARTICLE 11
AMENDMENTS TO THE BY-LAWS
11.1 GENERAL. These By-Laws may be amended or repealed, 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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