Exhibit 2
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THE XXXXX FUND
By-Laws
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THE XXXXX FUND
By-Laws
INDEX
PAGE NO.
RECITALS.......................................................................1
ARTICLE I - SHAREHOLDERS AND SHAREHOLDERS'
MEETINGS...............................................1
Section 1.1 Meetings...............................................1
Section 1.2 Presiding Officer; Secretary...........................1
Section 1.3 Authority of Chairman of Meetings to
Interpret Declaration and By-Laws......................1
Section 1.4 Voting; Quorum.........................................1
Section 1.5 Inspectors.............................................2
Section 1.6 Shareholders' Action in Writing........................2
ARTICLE II-TRUSTEES AND TRUSTEES' MEETINGS.....................................2
Section 2.1 Number of Trustees.....................................2
Section 2.2 Meetings of Trustees...................................2
Section 2.3 Quorum; Presiding Officer..............................3
Section 2.4 Participation by Telephone.............................3
Section 2.5 Location of Meetings...................................3
Section 2.6 Votes..................................................3
Section 2.7 Rulings by Chairman....................................3
Section 2.8 Trustees' Action in Writing............................3
Section 2.9 Resignations...........................................3
ARTICLE III - OFFICERS .......................................................3
Section 3.1 Officers of the Trust..................................3
Section 3.2 Time and Terms of Election.............................4
Section 3.3 Resignation and Removal................................4
Section 3.4 Fidelity Bond..........................................4
Section 3.5 Chairman of the Trustees...............................4
Section 3.6 Vice Chairmen..........................................4
Section 3.7 President..............................................4
Section 3.8 Vice Presidents........................................5
Section 3.9 Treasurer and Assistant Treasurers.....................5
Section 3.10 Controller and Assistant Controllers...................5
Section 3.11 Secretary and Assistant Secretaries....................5
Section 3.12 Substitutions..........................................6
Section 3.13 Execution of Deeds, etc................................6
Section 3.14 Power to Vote Securities...............................6
ARTICLE IV - COMMITTEES .......................................................6
Section 4.1 Power of Trustees to Designate
Committees...........................................6
Section 4.2 Rules for Conduct of Committee Affairs.................7
Section 4.3 Trustees may Alter, Abolish, etc.,
Committees...........................................7
Section 4.4 Minutes; Review by Trustees............................7
ARTICLE V - SEAL .......................................................7
ARTICLE VI - SHARES .......................................................7
Section 6.1 Share Certificates.....................................7
Section 6.2 Lost, Stolen, etc., Certificates.......................8
Section 6.3 Record Transfer of Pledged Shares......................8
ARTICLE VII - AMENDMENTS.......................................................8
Section 7.1 By-Laws Subject to Amendment...........................8
Section 7.2 Notice of Proposal to Amend By-Laws
Required.............................................9
THE XXXXX FUND
BY-LAWS
These Articles are the By-Laws of The Xxxxx Fund, a trust with transferable
shares established under the laws of The Commonwealth of Massachusetts (the
"Trust"), pursuant to an Agreement and Declaration of Trust of the Trust (the
"Declaration") made the 20th day of March, 1986, and filed in the office of the
Secretary of the Commonwealth. These By-Laws have been adopted by the Trustees
pursuant to the authority granted by Section 3.1(x) of the Declaration.
All words and terms capitalized in these By-Laws, unless otherwise defined
herein, shall have the same meanings as they have in the Declaration.
ARTICLE I
SHAREHOLDERS AND SHAREHOLDERS' MEETINGS
SECTION 1.1. MEETINGS. The annual meeting of Shareholders shall be held
within six (6) months of the end of each fiscal year, commencing with the end of
the first full fiscal year, at such time, on such day and at such place as the
Trustees may from time to time determine. A meeting of the Shareholders of the
Trust shall also be held whenever called by any member of the Executive
Committee (if one has been established) or by a majority of the Trustees then in
office in accordance with Section 9.1(b) of the Declaration. Notice of
Shareholders' meetings shall be given as provided in the Declaration.
SECTION 1.2. PRESIDING OFFICER; SECRETARY. The President, or in his absence
the Chairman of the Trustees, or in the absence of the President and the
Chairman, the Vice Chairman or Chairmen, if any, in the order of their seniority
or as the Trustees shall otherwise determine, shall preside at each
Shareholders' meeting as chairman of the meeting, or in the absence of the
President, the Chairman and all Vice Chairmen, the Trustees present at the
meeting shall elect one of their number as chairman of the meeting. Unless
otherwise provided for by the Trustees, the Secretary of the Trust shall be the
secretary of all meetings of Shareholders and shall record the minutes thereof.
SECTION 1.3. AUTHORITY OF CHAIRMAN OF MEETING TO INTERPRET DECLARATION AND
BY-LAWS. At any Shareholders' meeting the chairman of the meeting shall be
empowered to determine the construction or interpretation of the Declaration or
these By-Laws, or any part thereof or hereof, and his ruling shall be final.
SECTION 1.4. VOTING; QUORUM. At each meeting of Shareholders, except as
otherwise provided by the Declaration, every holder of record of Shares entitled
to vote shall be entitled to a number of votes equal to the number of Shares
standing in his name on the Share register of the Trust.
Shareholders may vote by proxy and the form of any such proxy may be prescribed
from time to time by the Trustees. A quorum shall exist if the holders of a
majority of the outstanding Shares of the Trust entitled to vote without regard
to Series, are present in person or by proxy, but any lesser number shall be
sufficient for adjournments. At all meetings of the Shareholders, votes shall be
taken by ballot for all matters which may be binding upon the Trustees pursuant
to Section 6.3 of the Declaration. On other matters, votes of Shareholders need
not be taken by ballot unless otherwise provided for by the Declaration or by
vote of the Trustees, but the chairman of the meeting may in his discretion
authorize any matter to be voted upon by ballot.
SECTION 1.5. INSPECTORS. At any meeting of Shareholders, the chairman of
the meeting may appoint one or more Inspectors of Election or Balloting to
supervise the voting at such meeting or any adjournment thereof. If Inspectors
are not so appointed, the chairman of the meeting may, and on the request of any
Shareholder present or represented and entitled to vote shall, appoint one or
more Inspectors for such purpose. Each Inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of Inspector of Election or Balloting, as the case may be, at such
meeting with strict impartiality and according to the best of his ability. If
appointed, Inspectors shall take charge of the polls and, when the vote is
completed, shall make a certificate of the result of the vote taken and of such
other facts as may be required by law.
SECTION 1.6. SHAREHOLDERS' ACTION IN WRITING. Nothing in this Article I
shall limit the power of the Shareholders to take any action by means of written
instruments without a meeting, as permitted by Section 9.6 of the Declaration.
ARTICLE II
TRUSTEES AND TRUSTEES' MEETINGS
SECTION 2.1. NUMBER OF TRUSTEES. There shall initially be two (2) Trustees,
and the number of Trustees shall thereafter be such number, authorized by the
Declaration, as from time to time shall be fixed by a vote adopted by a majority
of the Trustees then in office.
SECTION 2.2. MEETINGS OF TRUSTEES. An annual meeting of the Trustees shall
be held immediately following the annual meeting of Shareholders, or the
execution of any consent in lieu of such a meeting. Other meetings of the
Trustees shall be called in accordance with Section 10.6 of the Declaration at
such time, on such day and at such place as shall be designated by the notice
provided for therein. Notice of each Trustees' meeting shall be mailed or
delivered to the last known address of each Trustee entitled to such notice, or
to such other address as may have been specified by such Trustee to the
Secretary. Written notices need not be manually signed. Unless otherwise
specified in the notice, and except as provided in Section 7.2 of these By-Laws,
any and all business may be transacted at any Trustees' meeting.
SECTION 2.3 QUORUM; PRESIDING OFFICER. 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 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. Unless the Trustees shall otherwise elect,
generally or in a particular case, the President, or in the absence the
Chairman, shall preside at each meeting of the Trustees as chairman of the
meeting or in the absence of the President and the Chairman, the Trustees
present at the meeting shall elect one of their number as chairman of the
meeting.
SECTION 2.4. PARTICIPATION BY TELEPHONE. One or more of the Trustees may
participate in a meeting thereof or of any Committee of the Trustees 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.
SECTION 2.5. LOCATION OF MEETINGS. Trustees' meetings may be held at any
place, within or without Massachusetts.
SECTION 2.6. VOTES. Voting at Trustees' meetings may be conducted orally,
by show of hands, or, if requested by any Trustee, by written ballot. The
results of all voting shall be recorded by the Secretary in the minute book.
SECTION 2.7. RULINGS OF CHAIRMAN. All other rules of conduct adopted and
used at any Trustees' meeting shall be determined by the chairman of such
meeting, whose ruling on all procedural matters shall be final.
SECTION 2.8. TRUSTEES' ACTION IN WRITING. Nothing in this Article II shall
limit the power of the Trustees to take action by means of a written instrument
without a meeting, as provided in Section 10.6 of the Declaration.
SECTION 2.9. RESIGNATIONS. Any Trustee may resign at any time by written
instrument signed by him and delivered to the 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.
ARTICLE III
OFFICERS
SECTION 3.1. OFFICERS OF THE TRUST. The officers of the Trust shall consist
of a Chairman of the Trustees, a President, a Treasurer and a Secretary, and may
include one or more Vice Chairmen, Vice Presidents, Assistant Treasurers and
Assistant Secretaries, and such other officers as the Trustees may designate.
Any person may hold more than one office. Except for the Chairman, the President
and any Vice Chairmen, no officer need be a Trustee.
SECTION 3.2. TIME AND TERMS OF ELECTION. The Chairman, the President, the
Treasurer and the Secretary shall be elected by the Trustees at their first
meeting and thereafter at the annual meeting of the Trustees, as provided in
Section 10.6 of the Declaration. Such officers shall hold office until the next
annual meeting of the Trustees and until their successors shall have been duly
elected and qualified, and may be removed at any meeting by the affirmative vote
of a majority of the Trustees then in office. All other officers of the Trust
may be elected or appointed at any meeting of the Trustees. Such officers shall
hold office for any term, or indefinitely, as determined by the Trustees, and
shall be subject to removal, with or without cause, at any time by the Trustees.
SECTION 3.3. RESIGNATION AND REMOVAL. Any officer may resign at any time by
giving written notice to the Trustees. Such resignation shall take effect at the
time specified therein, and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. If the office
of any officer or agent becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise, the Trustees may
choose a successor, who shall hold office for the unexpired term in respect of
which such vacancy occurred. Except to the extent expressly provided in a
written agreement with the Trust, no officer resigning or removed shall have any
right to any compensation for any period following such resignation or removal,
or any right to damage on account of such removal.
SECTION 3.4. FIDELITY BOND. The Trustees may, in their discretion, direct
any officer appointed by them to furnish at the expense of the Trust a fidelilty
bond approved by the Trustees, in such amount as the Trustees may prescribe.
SECTION 3.5. CHAIRMAN OF THE TRUSTEES. The Chairman of the Trustees shall
preside in the absence of the President at meetings of the Shareholders and
meetings of the Trustees and shall have, subject to the supervision of the
Trustees, such other powers and duties as the Trustees may prescribe.
SECTION 3.6. VICE CHAIRMEN. If the Trustees shall elect one or more Vice
Chairmen, the Vice Chairman or if there shall be more than one, such Vice
Chairmen in the order of their seniority or as otherwise designated by the
Trustees, shall exercise such powers and duties of the Chairman as the Trustees
shall determine.
SECTION 3.7. PRESIDENT. The President shall be the chief executive officer
of the Trust and, subject to the supervision of the Trustees, shall have general
charge of the operations of the Trust and general supervision of the personnel
of the Trust, and such other powers and duties as the Trustees shall prescribe.
SECTION 3.8. VICE PRESIDENTS. In the absence or disability of the
President, the Vice President or, if there shall be more than one, the Vice
Presidents in the order of their seniority or as otherwise designated by the
Trustees, shall exercise all of the powers and duties of the President. The Vice
Presidents shall have the power to execute bonds, notes, mortgages and other
contracts, agreements and instruments in the name of the Trust, and shall do and
perform such other duties as the Trustees or the President shall direct.
SECTION 3.9. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall be the
chief financial officer of the Trust, and shall have the custody of the Trust's
funds and Securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Trust and shall deposit all moneys, and
other valuable effects in the name and to the credit of the Trust, in such
depositories as may be designated by the Trustees, taking proper vouchers for
such disbursements, shall have such other duties and powers as may be prescribed
from time to time by the Trustees or the Treasurer, and shall be responsible to
and shall report to the Treasurer. In the absence or disability of the
Treasurer, the Assistant Treasurer or, if there shall be more than one, the
Assistant Treasurers in the order of their seniority or as otherwise designated
by the Trustees, shall have the powers and duties of the Treasurer.
SECTION 3.10. CONTROLLER AND ASSISTANT CONTROLLERS. If a Controller is
elected, he shall be the chief accounting officer of the Trust and shall be in
charge of its books of account and accounting records and of its accounting
procedures, and shall have such duties and powers as are commonly incident to
the office of a controller, and such other duties and powers as may be
prescribed from time to time by the Trustees. The Controller shall be
responsible to and shall report to the Trustees, but in the ordinary conduct of
the Trust's business, shall be under the supervision of the Treasurer. Any
Assistant Controller shall have such duties and powers as shall be prescribed
from time to time by the Trustees or the Controller, and shall be responsible to
and shall report to the Controller. In the absence or disability of the
Controller, the Assistant Controller or, if there shall be more than one, the
Assistant Controllers in the order of their seniority or as otherwise designated
by the Trustees, shall have the powers and duties of the Controller.
SECTION 3.11. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall, if
and to the extent requested by the Trustees, attend all meetings of the
Trustees, any Committee of the Trustees and/or the Shareholders and record all
votes and the minutes of proceedings in a book to be kept for that purpose,
shall give or cause to be given notice of all meetings of the Trustees, any
Committee of the Trustees, and of the Shareholders and shall perform such other
duties as may be prescribed by the Trustees. The Secretary, or in his absence
any Assistant Secretary, shall affix the Trust's seal to any instrument
requiring it, and when so affixed, it shall be attested by the signature of the
Secretary of an Assistant Secretary. The Secretary shall be the custodian of the
Share records and all other books, records and papers of the Trust (other than
financial) and shall see that all books, reports, statements, certificates and
other documents and records required by law are properly kept and filed. In the
absence or disability of the Secretary, the Assistant Secretary or, if there
shall be more than one, the Assistant Secretaries in the order of their
seniority or as otherwise designated by the Trustees, shall have the powers and
duties of the Secretary.
SECTION 3.12. SUBSTITUTIONS. In case of the absence or disability of any
officer of the Trust, or for any other reason that the Trustees may deem
sufficient, the Trustees may delegate, for the time being, the powers or duties,
or any of them, of such officer to any other officer, or to any Trustee.
SECTION 3.13. EXECUTION OF DEEDS, ETC. Except as the Trustees may generally
or in particular cases otherwise authorize or direct, all deeds, leases,
transfers, contracts, proposals, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the Trust shall be signed or endorsed
on behalf of the Trust by the President, one of the Vice Presidents or the
Treasurer.
SECTION 3.14. POWER TO VOTE SECURITIES. Unless otherwise ordered by the
Trustees, the Treasurer shall have full power and authority on behalf of the
Trust to give proxies for, and/or to attend and to act and to vote at, any
meeting of stockholders of any corporation in which the Trust may hold stock,
and at any such meeting the Treasurer or his proxy shall possess and may
exercise any and all rights and powers incident to the ownership of such stock
which, as the owner thereof, the Trust might have possessed and exercised if
present. The Trustees, by resolution from time to time, or, in the absence
thereof, the Treasurer, may confer like powers upon any other person or persons
as attorneys and proxies of the Trust.
ARTICLE IV
COMMITTEES
SECTION 4.1. POWER OF TRUSTEES TO DESIGNATE COMMITTEES. The Trustees, by
vote of a majority of the Trustees then in office, may elect from their number
an Executive Committee and any other Committees and may delegate thereto some or
all of their powers except those which by law, by the Declaration or by these
By-Laws may not be delegated; PROVIDED, that the Executive Committee shall not
be empowered to elect the Chairman of the Trustees, the President, the Treasurer
or the Secretary, to amend the By-Laws, to exercise the powers of the Trustees
under this Section 4.1 or under Section 4.3 hereof, or to perform any act for
which the action of a majority of the Trustees is required by law, by the
Declaration or by these By-Laws. The members of any such Committee shall serve
at the pleasure of the Trustees.
SECTION 4.2. RULES FOR CONDUCT OF COMMITTEE AFFAIRS. Except as otherwise
provided by the Trustees, each Committee elected or appointed pursuant to this
Article IV may adopt such standing rules and regulations for the conduct of its
affairs as it may deem desirable, subject to review and approval of such rules
and regulations by the Trustees at the next succeeding meeting of the Trustees,
but in the absence of any such action or any contrary provisions by the
trustees, the business of each Committee shall be conducted, so far as
practicable, in the same manner as provided herein and in the Declaration for
the Trustees.
SECTION 4.3. TRUSTEES MAY ALTER, ABOLISH, ETC., COMMITTEES. The Trustees
may at any time alter or abolish any Committee, change the membership of any
Committee, or revoke, rescind or modify any action of any Committee or the
authority of any Committee with respect to any matter or class of matters;
provided, that no such action shall impair the rights of any third parties.
SECTION 4.4. MINUTES; REVIEW BY TRUSTEES. Any Committee to which the
Trustees delegate any of their powers or duties shall keep records of its
meetings and shall report its actions to the Trustees.
ARTICLE V
SEAL
The seal of the Trust shall consist of a flat-faced circular die with the
word "Massachusetts", together with the name of the Trust, the words "Trust
Seal", 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 VI
SHARES
SECTION 6.1. SHARE CERTIFICATES. Each Shareholder shall be entitled to
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 Chairman or a Vice Chairman, or the President or a Vice-President, and by
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Trust. Such signatures may be facsimiles if the certificate is
countersigned 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 6.2. LOST, STOLEN, ETC., CERTIFICATES. If any certificate for
Shares shall be lost, stolen, destroyed or mutilated, the Trustees may authorize
the issuance of a new certificate of the same tenor and for the same number of
Shares in lieu thereof. The Trustees shall require the surrender of any
mutilated certificate in respect of which a new certificate is issued, and may,
in their discretion, before the issuance of a new certificate, require the owner
of a lost, stolen or destroyed certificate, or the owner's legal representative,
to make an affidavit or affirmation setting forth such facts as to the loss,
theft or destruction as they deem necessary, and to give the Trust a bond in
such reasonable sum as the Trustees direct, in order to indemnify the Trust.
SECTION 6.3. RECORD TRANSFER OF PLEDGED SHARES. A pledgee of Shares pledged
as collateral security shall be entitled to a new certificate in his name as
pledgee; PROVIDED, that the instrument of pledge substantially describes the
debt or duty that is intended to be secured thereby. Any 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. After such issue, and unless and until
such pledge is released, such pledgee and his successors and assigns shall alone
be entitled to the rights of a Shareholder, and entitled to vote such Shares.
ARTICLE VII
AMENDMENTS
SECTION 7.1. BY-LAWS SUBJECT TO AMENDMENT. These By-Laws may be altered,
amended or repealed, in whole or in part, at any time by vote of the holders of
a majority of the Shares (or whenever there shall be more than one class or
series of Shares, of the holders of sixty percent (60%) of the Shares of each
such class or series) issued, outstanding and entitled to vote. The Trustees, by
vote of a majority of the Trustees then in office, may alter, amend or repeal
these By-Laws, in whole or in party, including By-Laws adopted by the
Shareholders, except with respect to any provision hereof which by law, the
Declaration or these By-Laws requires action by the Shareholders; PROVIDED, that
no later than the time of giving notice of the meeting of Shareholders next
following the alternation, amendment ore repeal of these By-Laws, in whole or in
part, notice thereof, stating the substance of such action shall be given to all
Shareholders entitled to vote. By-Laws adopted by the Trustees may be altered,
amended or repealed by the Shareholders.
SECTION 7.2. NOTICE OF PROPOSAL TO AMEND BY-LAWS REQUIRED. No proposal to
amend or repeal these By-Laws or to adopt new By-Laws shall be acted upon at a
meeting unless either (i) such proposal is stated in the notice or in the waiver
of notice, as the case may be, of the meeting of the Trustees or Shareholders at
which such action is take, or (ii) all of the Trustees or Shareholders, as the
case may be, are present at such meeting and all agree to consider such proposal
without protesting the lack of notice.
