Common use of Vacancies Clause in Contracts

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 22 contracts

Samples: The Agreement (Federated Hermes Adviser Series), The Agreement (Federated Hermes Adviser Series), The Agreement (Federated Hermes Adviser Series)

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Vacancies. Whenever The term of office of a Trustee shall terminate and a vacancy shall occur in the Board event of Trustees shall occur regardless his death, retirement, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by office of a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in officeTrustee. No such vacancy shall operate to annul this the Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration the Declaration. In the case of Trustan existing vacancy, including a vacancy existing by reason of an increase in the number of Trustees, subject to the provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by the appointment of such other person as they in their discretion shall see fit, made by vote of a majority of the Trustees then in office. Any such appointment shall not become effective, however, until the person named in the vote approving the appointment shall have accepted in writing such appointment and agreed in writing to be bound by the terms of the Declaration. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement, resignation or increase in the number of Trustees, provided that such appointment shall not become effective prior to such retirement, resignation or increase in the number of Trustees. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reducedSection 2.15, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration the Declaration. The vote by a majority of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office office, fixing the number of Trustees shall be counted for the purposes conclusive evidence of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 14 contracts

Samples: Agreement and Declaration (John Hancock Collateral Trust), Agreement and Declaration (John Hancock Exchange-Traded Fund Trust), Agreement and Declaration of Trust (John Hancock Exchange-Traded Fund Trust)

Vacancies. Subject to the applicable requirements of the 1940 Act and except as may be provided by the Board of Trustees in setting the terms of any class or series of Shares, the Board of Trustees shall have the exclusive power to fill vacancies on the Board of Trustees in the manner provided in this Article. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing electing an individual having the qualifications described in this Article IV, consistent with applicable limitations under and the 1940 Act, by a written instrument signed Bylaws by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. If the Shareholders of any class or series are entitled separately to elect one or more Trustees and no Trustee of such class or series remains, a majority of the remaining Trustees (regardless of the class or series of Shareholders entitled to vote for such Trustees) may fill any vacancy. Any vacancy created by an increase in Trustees may be filled by the appointment election of an individual having the qualifications described in this Article IV, consistent with applicable limitations under and the 1940 Act, made by a written instrument signed Bylaws by a majority of the Trustees then in officeTrustees. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Appears in 7 contracts

Samples: Agreement and Declaration of Trust (BlackRock ESG Capital Allocation Trust), Agreement and Declaration of Trust (BlackRock 2038 Municipal Target Term Trust), Agreement and Declaration of Trust (BlackRock 2040 Municipal Target Term Trust)

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by provided, that if the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees then in office or the sole remaining Trustee elected by that Class or Series may leave such fill any vacancy unfilled or may reduce among the number of Trustees; provided the aggregate number of Trustees after such reduction elected by that Class or Series. Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority Majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees' power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 6 contracts

Samples: Agreement and Declaration of Trust (John Hancock Preferred Income Fund), Agreement and Declaration (John Hancock Preferred Income Fund), Agreement and Declaration (John Hancock Preferred & Equity Income Fund)

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by provided, that if the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees then in office or the sole remaining Trustee elected by that Class or Series may leave such fill any vacancy unfilled or may reduce among the number of Trustees; provided the aggregate number of Trustees after such reduction elected by that Class or Series. Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority Majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 5 contracts

Samples: Agreement and Declaration of Trust (John Hancock Preferred Income Fund Ii), Agreement and Declaration (John Hancock Preferred Income Fund Iii), Agreement and Declaration of Trust (John Hancock Tax-Advantaged Dividend Income Fund)

Vacancies. Whenever The term of office of a Trustee shall terminate and a vacancy shall occur in the Board event of Trustees shall occur regardless his death, retirement, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by office of a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in officeTrustee. No such vacancy shall operate to annul this the Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration the Declaration. In the case of Trustan existing vacancy, including a vacancy existing by reason of an increase in the number of Trustees, subject to the provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by the appointment of such other person as they in their discretion shall see fit, made by vote of a majority of the Trustees then in office. Any such appointment shall not become effective, however, until the person named in the vote approving the appointment shall have accepted in writing such appointment and agreed in writing to be bound by the terms of the Declaration. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement, resignation or increase in the number of Trustees, provided that such appointment shall not become effective prior to such retirement, resignation or increase in the number of Trustees. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reducedSection 2.15, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration the Declaration. The vote by a majority of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office fixing the number of Trustees shall be counted for the purposes conclusive evidence of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 5 contracts

Samples: Agreement and Declaration of Trust (John Hancock Funds II), Agreement and Declaration (John Hancock Funds II), Agreement and Declaration of Trust (John Hancock Funds II)

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, II by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided that the aggregate number of Trustees after any such reduction shall not be less than the minimum number required by Section 4.12.1 hereof. Any vacancy arising pursuant to the preceding sentence, and any vacancy created by an increase in Trustees the number of Trustees, may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, II made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration Declaration. The Trustees may call a meeting of TrustShareholders to fill any vacancy in the Board of Trustees, and during shall do so within 60 days after any date on which Trustees who were elected by the period during which any such vacancy shall occur, only Shareholders cease to constitute a majority of the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trusteeoffice. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable the provisions of Section 16(a) of the 1940 Act.

Appears in 4 contracts

Samples: Agreement and Declaration of Trust (Paramount Access Fund), Agreement and Declaration of Trust (Paramount Access Fund), Agreement and Declaration of Trust (Paramount Institutional Access Fund)

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction . Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there a vacancy in the Board of Trustees shall be fewer than the designated number of Trusteesoccur, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated numbersuch vacancy is filled, or the number of Trustees as fixed while any Trustee is reducedabsent from his domicile (unless that Trustee has made arrangements to be informed about, and to participate in, the affairs of the Trust during such absence), or is physically or mentally incapacitated, the remaining Trustees in office, regardless of their number, shall have all the powers granted hereunder and their certificate as to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removalabsence, or incapacity shall be conclusive. Any Trustee may, by power of all the then Trustees within attorney, delegate his powers as Trustee for a short period of not exceeding six (6) months at any one time and without the opportunity for at least one to any other Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actor Trustees.

Appears in 4 contracts

Samples: Agreement and Declaration of Trust (Federated Hermes Core Trust III), Agreement and Declaration of Trust (Federated Hermes Core Trust III), Agreement and Declaration of Trust (Federated Hermes Core Trust III)

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(sAdviser(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 4 contracts

Samples: Agreement and Declaration of Trust (John Hancock GA Mortgage Trust), Agreement and Declaration of Trust (John Hancock GA Senior Loan Trust), Agreement And (Manulife Private Credit Fund)

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, ARTICLE II by a written instrument signed by a majority of the Trustees then in office office, or by a resolution of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trustee, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any series or class of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that series or class may fill any vacancy among the number of Trustees elected by that series or class. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, ARTICLE II made by a written instrument signed by a majority of the Trustees then in office or by a resolution of the Trustees then in office, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Appears in 4 contracts

Samples: Highland Special Situations Fund Ii Agreement (Highland Special Situations Fund II), Agreement and Declaration (Highland Pharmaceutical Royalty Fund), Fund Agreement and Declaration (Highland/U.S. Global Infrastructure Fund)

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust Fund or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust Fund or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the TrustFund’s Investment Manager(sAdviser(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 3 contracts

Samples: Agreement and Declaration of Trust (Hedge Fund Guided Portfolio Solution), Agreement and Declaration of Trust (Thrivent Church Loan & Income Fund), Agreement and Declaration of Trust (Hedge Fund Guided Portfolio Solution)

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by provided, that if the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees then in office or the sole remaining Trustee elected by that Class or Series may leave such fill any vacancy unfilled or may reduce among the number of Trustees; provided the aggregate number of Trustees after such reduction elected by that Class or Series. Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority Majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his or her appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 3 contracts

Samples: Agreement and Declaration (John Hancock Asset-Based Lending Fund), Form of Agreement (Manulife Private Credit Plus Fund), Agreement and Declaration (John Hancock Multi Asset Credit Fund)

Vacancies. Whenever a vacancy If for any reason any or all the Trustees cease to be Trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees shall occur regardless of the reason for such vacancyTrustees, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described including vacancies resulting from increases in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction or otherwise, shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No , whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in among the number of Trustees shall occur, until such vacancy is filled as provided herein, elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in officethe Board of Trustees, regardless whether occurring due to an increase in size of their numberthe Board of Trustees or by the death, resignation or removal of any Trustee, shall have all serve until the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration next annual meeting of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Shareholders at which such Trustee’s Class shall be deemed a Trustee hereunder. The elected and qualifies, subject, however, to prior death, declination to serve, resignation, retirement, removal, disqualification or incapacity of one or more Trustees, or all of them, shall not operate removal from office. Any Trustee elected by Shareholders at an annual meeting to annul fill any vacancy occurring in the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number Board of Trustees, until additional Trustees are whether occurring due to an increase in size of the Board of trustees or by the death, resignation or removal of any Trustee, that has arisen since the preceding annual meeting of Shareholders (which vacancy has not been filled by election of a new Trustee by the Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned. Any person elected or appointed as provided herein a Trustee shall meet the criteria for office set forth from time to bring time in the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActBylaws.

Appears in 3 contracts

Samples: RMR Asia (RMR Asia Pacific Real Estate Fund), RMR Real Estate Income Fund (RMR Real Estate Income Fund), RMR Real Estate Income Fund (RMR Real Estate Income Fund)

Vacancies. Whenever The term of office of a Trustee shall terminate and a vacancy shall occur in the Board event of the death, retirement, resignation or removal (whether pursuant to Section 2.5 hereof or otherwise), bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. A vacancy shall also occur upon an increase in the number of Trustees in accordance with Section 2.3 hereof. No vacancy shall occur regardless operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of the Declaration. In the case of an existing vacancy, including a vacancy existing by reason for such vacancyof an increase in the authorized number of Trustees, the remaining Trustees may shall fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an such individual having the qualifications described as they in this Article IV, consistent with applicable limitations under the 1940 Acttheir sole and absolute discretion shall see fit, made by a written instrument signed by a majority of the Trustees then in office, provided that immediately after filling any such vacancy (except during the period preceding the initial meeting of Shareholders) at least two-thirds of the Trustees then holding office shall have been elected to such office by the Shareholders. In the event that at any time, other than the time preceding the first Shareholders' meeting, less than a majority of the Trustees holding office at that time were elected by the Shareholders, a meeting of the Shareholders shall be held promptly and in any event within sixty (60) days (unless the Commission shall by order extend such period) for the purpose of electing Trustees to fill any existing vacancies. No vacancy such appointment or election shall operate become effective, however, until the person named shall have accepted in writing such appointment or election and agreed in writing to annul this Declaration of Trust or to revoke any existing agency created pursuant to be bound by the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reducedSection 2.6, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Appears in 2 contracts

Samples: Agreement And (Transamerica Idex Mutual Funds), Aegon/Transamerica Series Trust

Vacancies. Whenever a A vacancy in the Board of Trustees shall occur regardless be deemed to exist in case of the reason death, resignation or removal of any director, if a director has been declared of unsound mind by order of court or convicted of a felony, if the authorized number of directors is increased, if the incorporator or incorporators have failed to appoint the authorized number of directors in any resolution for such vacancyappointment of directors upon the initial organization of the corporation, or if the remaining Trustees shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting. Vacancies in the Board, except for a vacancy created by the removal of a director, may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed be filled by a majority of the Trustees directors present at a meeting at which a quorum is present, or if the number of directors then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be is less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled a quorum, (a) by the appointment unanimous written consent of an individual having the qualifications described directors then in this Article IVoffice, consistent with applicable limitations under (b) by the 1940 Act, made by a written instrument signed by vote of a majority of the Trustees directors then in office at a meeting held pursuant to notice or waivers of notice in compliance with these Bylaws, or (c) by a sole remaining director. Each director so elected shall hold office until his or her successor is elected at an annual or a special meeting of the shareholders. A vacancy in the Board created by the removal of a director may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of all of the holders of the outstanding shares. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent other than to fill a vacancy created by removal which requires the unanimous written consent of all shares entitled to vote for the election of directors shall require the consent of holders of a majority of the outstanding shares entitled to vote. Any such election by written consent to fill a vacancy created by removal shall require the unanimous written consent of all shares entitled to vote for the election of directors. Any director may resign effective upon giving written notice to the Chairman of the Board (if there be such an officer appointed), the President, the Secretary or the Board of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director’s term of office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to director may be removed (unless the terms of this Declaration of Trust. Whenever a vacancy in entire Board is removed) when the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, votes cast against removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant consenting in writing to the terms of this Declaration of Trust. Whenever there shall removal, would be fewer than sufficient to elect the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring director if voted cumulatively at an election at which the same total number of Trustees equal votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and the designated number, or the entire number of Trustees as fixed is reduced, directors authorized at the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes time of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the director’s most recent election were then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actelected.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA)

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust Fund or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust Fund or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the TrustFund’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 2 contracts

Samples: Agreement and Declaration of Trust (Federated Project & Trade Finance Tender Fund), Agreement and Declaration of Trust (Federated Hermes Project & Trade Finance Tender Fund)

Vacancies. Whenever a vacancy If for any reason any or all the Trustees cease to be Trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees shall occur regardless of the reason for such vacancyTrustees, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described including vacancies resulting from increases in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction or otherwise, shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No , whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in among the number of Trustees shall occur, until such vacancy is filled as provided herein, elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in officethe Board of Trustees, regardless whether occurring due to an increase in size of their numberthe Board of Trustees or by the death, resignation or removal of any Trustee, shall have all serve until the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration next annual meeting of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Shareholders at which such Trustee's Class shall be deemed a Trustee hereunder. The elected and qualifies; subject, however, to prior death, declination to serve, resignation, retirement, removal, disqualification or incapacity of one or more Trustees, or all of them, shall not operate removal from office. Any Trustee elected by Shareholders at an annual meeting to annul fill any vacancy occurring in the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number Board of Trustees, until additional whether occurring due to an increase in size of the Board of Trustees are or by the death, resignation or removal of any Trustee, that has arisen since the preceding annual meeting of Shareholders (which vacancy has not been filled by election of a new Trustee by the Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned. Any person elected or appointed as provided herein a Trustee shall meet the criteria for office set forth from time to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees time in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trusteesthese Bylaws. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.2.13

Appears in 2 contracts

Samples: RMR Real Estate Income Fund, RMR Real Estate Income Fund

Vacancies. Whenever a vacancy Vacancies in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees Directors may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed be filled by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be remaining Directors, though less than the minimum number required a quorum, or by Section 4.1. Any a sole remaining Director, except that a vacancy created by an increase in Trustees the vote or written consent of the Shareholders or by a court order may be filled only by the appointment vote of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in officeshares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. No Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified. A vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy vacancies in the number Board of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Directors shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees exist in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removalresignation or removal of any Director, or incapacity if the Board of all Directors by resolution declares vacant the then Trustees office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the Board of Directors resolves to increase the number of Directors within a short period the range permitted by the corporation’s Articles of time and without Incorporation, or if the opportunity Shareholders fail, at any meeting of Shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at least one Trustee being able the meeting. The Shareholders may elect a Director or Directors at any time to appoint additional Trustees fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to replace those no longer servingvote. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires. Following appointment by the Board of Directors of any person to fill any vacancy pursuant to these Bylaws, the Trust’s Investment Manager(s) are empowered Board of Directors shall call a meeting as soon as reasonably practicable to appoint new Trustees subject allow the Shareholders to applicable provisions of Section 16(a) of the 1940 Actelect a successor Director to fill such vacancy.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Ophthalmic Imaging Systems)

Vacancies. Whenever a vacancy Except as may be otherwise provided in this Declaration of Trust and by the Board of Trustees shall occur regardless in setting the terms of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under any class or series of preferred shares and subject to the 1940 Act, by a written instrument signed any vacancy on the Board of Trustees may be filled only by a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum, or the Board of Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such Declaration. Any trustee elected to fill a vacancy shall occur, only the Trustees then in office shall be counted serve for the purposes remainder of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer full term of the Trust or by class in which the vacancy occurred and until a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time successor is elected and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actqualifies.

Appears in 2 contracts

Samples: Agreement and Declaration of Trust (Blackstone Senior Floating Rate Term Fund), Agreement and Declaration of Trust (Blackstone Senior Floating Rate Term Fund)

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, II by a written instrument signed by a majority of the Trustees then in office office, or by a resolution of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trustee, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any series or class of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that series or class may fill any vacancy among the number of Trustees elected by that series or class. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, II made by a written instrument signed by a majority of the Trustees then in office or by a resolution of the Trustees then in office, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Appears in 2 contracts

Samples: Healthcare Fund Agreement (Highland Premium Long/Short Healthcare Fund), Fund Agreement (Highland Premium Dividend Fund)

Vacancies. Whenever a vacancy Subject to the provisions of the 1940 Act, any vacancies in the Board of Trustees Trustees, whether arising from death, resignation, removal or any other cause except an increase in the number of Trustees, shall occur regardless be filled by a vote of the reason for such vacancymajority of the Board of Trustees then in office even though that majority is less than a quorum, provided that no vacancy or vacancies shall be filled by action of the remaining Trustees may fill such if, after the filling of the vacancy by appointing an individual having the qualifications described in this Article IVor vacancies, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority fewer than two-thirds of the Trustees then holding office shall have been elected by the Shareholders. A majority of the entire Board may fill a vacancy that results from an increase in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided . Any Trustee appointed by the aggregate number Board of Trustees after such reduction to fill a vacancy shall not be less than hold office only until the minimum number required by Section 4.1next annual meeting of Shareholders and until a successor has been elected and qualifies or until his earlier resignation or removal. Any vacancy created by an increase in Trustees may be filled Trustee elected by the appointment of an individual having Shareholders to fill a vacancy shall hold office for the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority balance of the Trustees then in officeterm of the Trustee whose death, resignation or removal occasioned the vacancy and until a successor has been elected and qualifies or until his earlier resignation or removal. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Appears in 1 contract

Samples: Cornerstone Progressive Return Fund

Vacancies. Whenever a Any vacancy or anticipated vacancy resulting from any reason, including without limitation the death, resignation, retirement, removal or incapacity of any of the Trustees, or resulting from an increase in the Board number of Trustees shall occur regardless by the other Trustees may (but so long as there are at least three remaining Trustees as required by Section 1(b) of this Article, need not unless required by the 1940 Act) be filled either by x xxxxxxty of the reason remaining Trustees through the appointment in writing of such other person as such remaining Trustees in their discretion shall determine or, whenever deemed appropriate by the remaining Trustees, by the election by the Shareholders, at a meeting called for such purpose, of a person to fill such vacancy, and such appointment or election shall be effective upon the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority acceptance of the Trustees then in office or may leave person named therein to serve as a Trustee and agreement by such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not person to be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled bound by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms provisions of this Declaration of Trust, except that any such appointment or election in anticipation of a vacancy to occur by reason of retirement, resignation, or increase in number of Trustees to be effective at a later date shall become effective only at or after the effective date of said retirement, resignation, or increase in number of Trustees. As soon as any Trustee so appointed or elected shall have accepted such appointment or election and shall have agreed in writing to be bound by this Declaration of Trust and the appointment or election is effective, the Trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of TrustTrustees, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Eagle Funds Nasdaq Index Fund)

Vacancies. Whenever There shall be three methods for filling promotional, and temporary. They are as follows: Lateral: Where the Chief determines that there is a vacancy requirement for a permanent appointment any rank in the Board bargaining unit above the rank of Trustees Constable, such position shall occur regardless be posted for seven consecutive calendar days for application by other personnel holding the same rank as the declared vacancy. Where, in the judgement of the reason Chief, the skill, ability, qualifications, experience and suitability for such the position are equal among the applicants considered, then seniority in the rank shall govern. The judgement of the Chief shall not be exercised a manner that is arbitrary, discriminatory or bad faith, and the Association shall have the right to challenge the Chief's judgement on this basis. Promotional: Where the Chief has made a determination that there is a requirement for a permanent appointment as in (a) above and there are no qualified applicants from those holding the same rank as the declared vacancy, the remaining Trustees may promotional process shall be instituted. The chief shall recommend candidates for promotion on the basis that candidates of relatively equal merit shall be recommended in order of seniority. Where the Chief decides to fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by a temporary absence (due to vacation, illness or disability, a leave of absence, or an increase in Trustees may be unfilled appointment being filled under (a) or above), he shall select replacements by the appointment order of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority ranking of the Trustees then unsuccessful candidates the immediately preceding promotional competition for the rank that is being replaced. Where the chief decides to fill a temporary vacancy not expected to exceed thirty (30) working days absence of the being replaced, the Chief shall select from among the unsuccessful candidates the Branch, Unit or Platoon where the absence occurs. The above paragraphs shall be subject to the grievance and arbitration procedure with respect to the selections made thereunder. Specific counselling shall be given to each member regarding his and behaviour, and that each member be required to acknowledge, through signing an evaluation form, that the evaluation and counselling has been conducted, and a copy of that form be supplied to him after the signing of same This evaluation form shall also provide adequate room for remarks by the member being rated. ARTICLE SERVICE REDUCTION In the event of a Service reduction, members shall be released in officereverse order of seniority and members shall be recalled according to seniority provided that the member is mentally and physically fit. No vacancy Such right to recall shall operate expire at the expiration of two years from date of release and the obligation on the Board shall be completely discharged and the shall have no other rights if he fails to annul respond within ten days of the notice of recall being sent by prepaid Registered Post to his last address on record with the Department. ARTICLE GENERAL PROVISION8 Whenever applicable this Declaration Agreement, the singular shall include the plural and the masculine gender shall include the feminine. LEGAL Subject to the other provisions of Trust this Article, a member charged with and finally acquitted of a criminal or statutory offence, because of acts done in the attempted in good faith of duties as a police officer shall be indemnified for the necessary and reasonable legal costs incurred the defence of such charges. Notwithstanding Article the Board may refuse payment otherwise authorized under Article where the actions of the officer from which the charges arose amounted to a dereliction of duty or abuse of powers as a police officer. Where a member is a defendant a civil action for damages because of acts done the attempted in good faith of duties as a police officer, shall be indemnified for the necessary and reasonable legal costs incurred in the defence of such an action where the Chief of Police is not joined the action as a party pursuant to section of the and the Chief of Police does not defend the action on behalf of and of the member as joint at the sole expense. Where a member intends to apply to the Board for indemnification hereunder, the member shall, within ten days of being charged or receiving notice of the legal proceedings covered herein, apply writing to the Chief of Police or to revoke any existing agency created pursuant the officer designated by the Chief of Police to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until deal with such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted applications for approval to the Trustees retain counsel and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes approval of the existence of a quorum or any action counsel to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trusteeso retained. In the event of any dispute concerning the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able counsel to appoint additional Trustees to replace those no longer servingbe retained, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) matter shall be resolved by an officer designated by the Chief and a member of the 1940 Act.Association Executive designated for that purpose. For greater certainty, members shall not be indemnified for legal costs arising from:

Appears in 1 contract

Samples: negotech.labour.gc.ca

Vacancies. Subject to the applicable requirements of the 1940 Act and except as may be provided by the Board of Trustees in setting the terms of any class or series of shares of beneficial interests, the Board of Trustees shall have the exclusive power to fill vacancies on the Board of Trustees in the manner provided in this Article. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing electing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. If the Shareholders of any class or series are entitled separately to elect one or more Trustees and no Trustee of such class or series remains, a majority of the remaining Trustees (regardless of the class or series of Shareholders entitled to vote for such Trustees) may fill any vacancy. Any vacancy created by an increase in Trustees may be filled by the appointment election of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in officeTrustees. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (BlackRock Health Sciences Trust II)

Vacancies. Whenever a vacancy If for any reason any or all the Trustees cease to be Trustees,such event shall not terminate the Trust or affect these Bylaws or the powers ofthe remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees shall occur regardless of the reason for such vacancyTrustees, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described including vacancies resulting from increases in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction or otherwise, shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No , whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in among the number of Trustees shall occur, until such vacancy is filled as provided herein, elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in officethe Board of Trustees, regardless whether occurring due to an increase in size of their numberthe Board of Trustees or by the death, resignation or removal of any Trustee, shall have all serve until the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration next annual meeting of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Shareholders at which such Trustee's Class shall be deemed a Trustee hereunder. The elected and qualifies, subject, however, to prior death, declination to serve, resignation, retirement, removal, disqualification or incapacity of one or more Trustees, or all of them, shall not operate removal from office. Any Trustee elected by Shareholders at an annual meeting to annul fill any vacancy occurring in the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number Board of Trustees, until additional Trustees are whether occurring due to an increase in size of the Board of trustees or by the death, resignation or removal of any Trustee, that has arisen since the preceding annual meeting of Shareholders (which vacancy has not been filled by election of a new Trustee by the Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned. Any person elected or appointed as provided herein a Trustee shall meet the criteria for office set forth from time to bring time in the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such TrusteesBylaws. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.2.13

Appears in 1 contract

Samples: Bylaws of RMR (RMR Asia Pacific Real Estate Fund)

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Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction . Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there a vacancy in the Board of Trustees shall be fewer than the designated number of Trusteesoccur, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated numbersuch vacancy is filled, or the number of Trustees as fixed while any Trustee is reducedabsent from his domicile (unless that Trustee has made arrangements to be informed about, an d to participate in, the affairs of the Trust during such absence), or is physically or mentally incapacitated, the remaining Trustees in office, regardless of their number, shall have all the powers granted hereunder and their certificate as to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removalabsence, or incapacity shall be conclusive. Any Trustee may, by power of all the then Trustees within attorney, delegate his powers as Trustee for a short period of not exceeding six (6) months at any one time and without the opportunity for at least one to any other Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actor Trustees.

Appears in 1 contract

Samples: Federated Core Trust III

Vacancies. Subject to the applicable requirements of the 1940 Act and except as may be provided by the Board of Trustees in setting the terms of any class or series of shares of beneficial interests, the Board of Trustees shall have the exclusive power to fill vacancies on the Board of Trustees in the manner provided in this Article. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing electing an individual having the qualifications described in this Article IV, consistent with applicable limitations under and the 1940 Act, by a written instrument signed Bylaws by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. If the Shareholders of any class or series are entitled separately to elect one or more Trustees and no Trustee of such class or series remains, a majority of the remaining Trustees (regardless of the class or series of Shareholders entitled to vote for such Trustees) may fill any vacancy. Any vacancy created by an increase in Trustees may be filled by the appointment election of an individual having the qualifications described in this Article IV, consistent with applicable limitations under and the 1940 Act, made by a written instrument signed Bylaws by a majority of the Trustees then in officeTrustees. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Appears in 1 contract

Samples: BlackRock Capital Allocation Trust

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an any individual having the qualifications described as they may determine in this Article IVtheir sole discretion, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in the number of Trustees, provided that such appointment shall become effective only at or after the expected vacancy occurs. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a TrusteeDeclaration. In the event of the death, declination, resignation, retirement, removal, removal or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer servingfill vacancies, the Trust’s Investment Manager(s) 's officers are empowered to appoint new Trustees subject to applicable the provisions of Section 16(a) of the 1940 Act.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Weiss Strategic Interval Fund)

Vacancies. Whenever a Any vacancy in on the Board of Trustees shall occur regardless Directors resulting from death, retirement, resignation, disqualification or removal from office or other cause, as well as any vacancy resulting from an increase in the number of directors which occurs between annual meetings of the reason for such vacancystockholders at which directors are elected, shall be filled only by a majority vote of the remaining Trustees may directors then in office, though less than a quorum, or by the sole remaining director (and not by stockholders, unless there shall be no remaining directors). If a vacancy results from the death, retirement, resignation, disqualification or removal from office of a U.S. Person or European Person as of the most recent election of directors, then the director chosen to fill such vacancy shall be a U.S. Person or European Person, respectively, as of the most recent election of directors. If a vacancy results from an increase in the number of directors which occurs between annual meetings of the stockholders at which directors are elected, then a European Person as of the most recent election of directors shall fill such vacancy if required in order for European Persons as of the most recent election of directors to represent the Minimum Threshold of the Board of Directors; otherwise, a U.S. Person as of the most recent election of directors shall fill such vacancy. The directors chosen to fill any vacancies shall hold office for a term expiring at the end of the next annual meeting of stockholders, but shall continue to serve despite the expiration of the director’s term until his or her successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten or eliminate the term of any incumbent director. Whenever the holders of any class or classes of stock or series thereof are entitled by appointing an individual having the qualifications described in this Article IVCertificate of Incorporation to elect one or more directors, consistent with applicable limitations under the 1940 Actvacancies and newly created directorships of such class or classes or series may be filled by, by a written instrument signed by and only by, a majority of the Trustees directors elected by such class or classes or series then in office office, or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment sole remaining director so elected. If the office of an individual having any director becomes vacant and there are no remaining directors, the qualifications described in this Article IVstockholders, consistent with applicable limitations under by the 1940 Act, made by a written instrument signed by affirmative vote of the holders of shares constituting a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes voting power of the existence of Corporation, at a quorum or special meeting called for such purpose, may appoint any action qualified person to be taken by such Trustees. As evidence of fill such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 1 contract

Samples: Combination Agreement (NYSE Group, Inc.)

Vacancies. Whenever a vacancy If for any reason any or all the Trustees cease to be Trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees shall occur regardless of the reason for such vacancyTrustees, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described including vacancies resulting from increases in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction or otherwise, shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No , whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in among the number of Trustees shall occur, until such vacancy is filled as provided herein, elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in officethe Board of Trustees, regardless whether occurring due to an increase in size of their numberthe Board of trustees or by the death, resignation or removal of any Trustee, shall have all serve until the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration next annual meeting of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Shareholders at which such Trustee's Class shall be deemed a Trustee hereunder. The elected and qualifies, subject, however, to prior death, declination to serve, resignation, retirement, removal, disqualification or incapacity of one or more Trustees, or all of them, shall not operate removal from office. Any Trustee elected by Shareholders at an annual meeting to annul fill any vacancy occurring in the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number Board of Trustees, until additional Trustees are whether occurring due to an increase in size of the Board of trustees or by the death, resignation or removal of any Trustee, that has arisen since the preceding annual meeting of Shareholders (which vacancy has not been filled by election of a new Trustee by the Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned. Any person elected or appointed as provided herein a Trustee shall meet the criteria for office set forth from time to bring time in the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such TrusteesBylaws. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.2.13

Appears in 1 contract

Samples: RMR Real Estate Income Fund

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyEach Division, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IVshift or unit, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their numberapplicable, shall have all the powers granted establish a seniority list of full-time officers assigned to the Trustees and shall discharge all duties imposed upon the Trustees that Division, shift or unit by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trusteerank. In the event of a job vacancy due to vacation, sickness, holiday, compensatory time use or other reason, then a full-time officer, if filled, shall fill the deathvacancy, declinationonly. The method for filling the vacancy shall be that said vacancy shall be offered to the highest officer on the seniority list, resignation, retirement, removal, or incapacity of all and then consecutively offered to the then Trustees within a short period of time and without next senior officers until the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer servingassignment is accepted. At the next vacancy, the Trustmost senior officer after the one who accepted the previous assignment shall first be offered the vacancy, ad infinitum. In the event that no full-time officer accepts the assignment or in the event of an emergency, then the Sheriff shall have the option of either assigning a reserve deputy to fill the vacancy; or appointing the least senior full-time officer on a mandatory basis, and thereafter, the next least senior full-time officer, ad infinitum. When a vacancy occurs in either the sergeant or lieutenant’s Investment Manager(s) are empowered position, the overtime vacancy, if filled, shall be filled by offering the vacancy to appoint new Trustees subject to applicable provisions of Section 16(a) the most senior, full time officer of the 1940 Actsame rank as the person whose vacancy is being filled. Should the officer of the same rank decline or not be available to work the overtime position, the vacancy shall be offered to the most senior officer in the other rank, either lieutenant or sergeant, as the case may be, proceeding down the seniority list in the rank until the overtime position is filled. In the event no Sergeant or Lieutenant fills the vacancy. A Captain or Major of that Division can fill the overtime. No Deputy will be assigned to supervise other Deputies on any shift. There shall be a rebuttal presumption that any supervisor responsible for filling vacancies pursuant to this subsection made a good faith effort to contact officers on the applicable seniority list.

Appears in 1 contract

Samples: Articles of Agreement

Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the removal, declination to serve, resignation, retirement, incompetence or other incapacity to perform the duties of the office, or death. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an any individual having the qualifications described as they may determine in this Article IV, consistent with applicable limitations under the 1940 Act, their sole discretion by a written instrument signed by vote of a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by vote of a majority of the Trustees then in office. The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in the number of Trustees, provided that such appointment shall become effective only at or after the expected vacancy occurs. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Appears in 1 contract

Samples: Investment Advisory Agreement (Vertical Capital Income Fund)

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by provided, that if the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees then in office or the sole remaining Trustee elected by that Class or Series may leave such fill any vacancy unfilled or may reduce among the number of Trustees; provided the aggregate number of Trustees after such reduction elected by that Class or Series. Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority Majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the Trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees' power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 1 contract

Samples: John Hancock Diversified Income Fund

Vacancies. Whenever The term of office of a Trustee shall terminate and a vacancy shall occur in the Board of Trustees shall occur regardless event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. No such vacancy shall operate to annul this Amended Declaration or to revoke any existing agency created pursuant to the terms of the Amended Declaration. In the case of an existing vacancy, including a vacancy existing by reason for such vacancyof an increase in the number of Trustees, subject to the provisions of Section 16(a) of the 1940 Act, the remaining Trustees may shall fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described such other person as they in this Article IV, consistent with applicable limitations under the 1940 Acttheir discretion shall see fit, made by a written instrument signed by a majority of the Trustees then Trustees. Any such appointment shall not become effective, however, until the person named in office. No vacancy the written instrument of appointment shall operate have accepted in writing such appointment and agreed in writing to annul this Declaration of Trust or to revoke any existing agency created pursuant to be bound by the terms of this Declaration the Amended Declaration. An appointment of Trusta Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement, resignation or increase in the number of Trustees, provided that such appointment shall not become effective prior to such retirement, resignation or increase in the number of Trustees. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reducedSection 2.4, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such TrusteesAmended Declaration. As evidence of such vacancy, an A written instrument certifying the existence of such vacancy may be executed signed by an officer a majority of the Trust or by a Trustee. In the event Trustees shall be conclusive evidence of the death, declination, resignation, retirement, removal, or incapacity existence of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actsuch vacancy.

Appears in 1 contract

Samples: Gartmore Variable Insurance Trust

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.14.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust Declaration, to terminate the Fund, or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust Fund or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As conclusive evidence of such vacancy, an a written instrument certifying the existence of such vacancy may be executed by an officer of the Trust Fund or by a Trusteemajority of the Trustees. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the TrustFund’s Investment Manager(s) are Manager is empowered to appoint new Trustees subject to applicable the provisions of Section 16(a) of the 1940 Act.

Appears in 1 contract

Samples: Pomona Investment Fund

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless If any or all of the Trustees cease to be Trustees hereunder, whether by reason for of resignation, removal, incapacity, death or otherwise, such vacancyevent shall not terminate the Trust or affect its continuity. Until vacancies are filled, the remaining Trustee or Trustees (even though fewer than five (5)) may fill such vacancy exercise the powers of the Trustees hereunder. Vacancies (including vacancies created by appointing an individual having increases in number) may be filled by the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed remaining Trustee or by a majority of the remaining Trustees then in office (or may leave such vacancy unfilled or may reduce the number of Trustees; provided Controlling Shareholder, if the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created vacant position was formerly held by an increase in Trustees may be filled Affiliated Trustee) or by the appointment vote and consent of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by holders of a majority of the Trustees then in officeoutstanding Shares entitled to vote thereon. No vacancy If at any time there shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the be no Trustees in office, regardless of their number, shall have all the powers granted to the successor Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed elected by the Shareholders as provided in Section 6.7. There shall be at least four (4) Unaffiliated Trustees at all times until ART owns at least 80% of the outstanding Shares of the Trust; provided, however, that if, as a Trustee hereunder. The death, declination to serve, result of vacancies created by the resignation, retirementremoval or death of an Unaffiliated Trustee, removalthere are less than four (4) Unaffiliated Trustees, or incapacity of the remaining Unaffiliated Trustees, if any, must fill such vacancy with one or more substitute Unaffiliated Trustees (in such capacity, the "Substitute Unaffiliated Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, ") until additional Trustees are elected or appointed as provided herein to bring the total number of Unaffiliated Trustees is equal to four (4) or more; and provided further that, if there are no Unaffiliated Trustees, the designated numberremaining Trustees, if any, must fill such vacancies with four or more Substitute Unaffiliated Trustees; and, provided further that, if there are no Trustees, the number of Shareholders shall elect at least four or more Unaffiliated Trustees as fixed is reduced, the Trustees provided in office, regardless of their number, shall have all the powers granted Section 6.7. Notwithstanding anything herein to the Trustees contrary, at and shall discharge all after such time as ART owns at least 80% of the duties imposed upon outstanding Shares of the Trustees by this Declaration of Trust, and during there shall only be two Unaffiliated Trustees required hereunder. Any Trustee elected to fill a vacancy created by the period during which any resignation, removal or death of a former Trustee shall hold office for the unexpired term of such vacancy shall occur, only former Trustee. Successors of the Unaffiliated Trustees then in office shall be counted for nominated by the purposes of the existence of a quorum or remaining Unaffiliated Trustees, if there are any action to be taken by such remaining Unaffiliated Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Appears in 1 contract

Samples: Standstill Agreement (American Realty Trust Inc)

Vacancies. Whenever a vacancy Vacancies and newly-created directorships resulting from --------- any increase in the Board authorized number of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees directors may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed be filled by a majority of the Trustees directors then in office, though less than a quorum, or by the sole remaining director, provided, however, that if pursuant to a provision of the certificate of incorporation a class of capital stock of the Corporation shall have the right to vote as a class to elect a director, then the vacancy as to a director so elected shall be filled by a vote of the holders of such class. Each director so chosen shall hold office until the first annual meeting of stockholders held after his election and until his successor is elected and qualified or, if earlier, until his death, resignation, or removal from office. If there are no directors in office, an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly-created directorship, the directors then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be constitute less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly-created directorships or to replace the directors chosen by the directors then in office. No vacancy Except as otherwise provided in these bylaws, when one or more directors shall operate to annul this Declaration resign from the board of Trust or to revoke any existing agency created pursuant to directors, effective at a future date, a majority of the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees directors then in office, regardless of their numberincluding those who have so resigned, shall have all the powers granted power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in these bylaws with respect to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration filling of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actother vacancies.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Evergreen Media Corp)

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust Fund or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust Fund or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Fund's Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.. Section 4.4

Appears in 1 contract

Samples: Federated Project & Trade Finance Tender Fund

Vacancies. Whenever If a notice of resignation provides that the effective date of resignation will occur on a future date within an unexpired term, the Industry Sector or Industry Sectors, as applicable, may elect a successor director to fill the impending vacancy in prior to the Board of Trustees shall occur regardless effective date of the reason resignation, in accordance with the procedures and requirements set forth above. The successor director elected by the Industry Sector or Industry Sectors, as applicable, shall commence on the effective date of the resigning director’s resignation and hold office for such vacancythe unexpired term of the vacated directorship replaced. If a successor Industry Sector or at-large director is not elected prior to the resignation effective date, or if an Industry Sector or at-large director resigns, dies or otherwise becomes incapacitated or is removed during the term of office for which elected, the remaining Trustees may fill such vacancy directorship shall thereupon be vacant and shall be filled by appointing an individual having the qualifications described in this Article IVIndustry Sector or Industry Sectors, consistent with applicable limitations under the 1940 Actas applicable, by a written instrument signed or electronic ballot in accordance with the procedures and requirements set forth above. The successor director elected by a majority the Industry Sector or Industry Sectors, as applicable, shall hold office for the unexpired term of the Trustees then in vacated directorship replaced. If a successor independent director is not elected prior to the resignation effective date, or if an independent director resigns, dies or otherwise becomes incapacitated or is removed during the term of office for which elected or may leave such vacancy unfilled ceases to be independent, as determined by the Board, his or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction her directorship shall not thereupon be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees vacant and may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority resolution of the Trustees then in officeBoard and any independent director so chosen shall hold office until the next annual meeting of Members, at which time a permanent successor shall be elected by the Industry Sectors for the remainder of the unexpired term. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy Upon an increase in the number of Trustees shall occur, until such vacancy is filled as provided hereindirectors on the Board in accordance with Section 7.4(a) of these Bylaws, the Trustees in officeindependent directorship created thereby may be filled by resolution of the Board and any independent director so chosen shall hold office until the next annual meeting of Members, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of at which time a permanent successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.by

Appears in 1 contract

Samples: Delegation Agreement

Vacancies. Whenever a vacancy If for any reason any or all the Trustees cease to be Trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees shall occur regardless of the reason for such vacancyTrustees, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described including vacancies resulting from increases in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction or otherwise, shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No , whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in among the number of Trustees shall occur, until such vacancy is filled as provided herein, elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in officethe Board of Trustees, regardless whether occurring due to an increase in size of their numberthe Board of Trustees or by the death, resignation or removal of any Trustee, shall have all serve until the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration next annual meeting of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Shareholders at which such Trustee’s Class shall be deemed a Trustee hereunder. The elected and qualifies; subject, however, to prior death, declination to serve, resignation, retirement, removal, disqualification or incapacity of one or more Trustees, or all of them, shall not operate removal from office. Any Trustee elected by Shareholders at an annual meeting to annul fill any vacancy occurring in the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number Board of Trustees, until additional Trustees are elected or appointed as provided herein whether occurring due to bring an increase in size of the total number Board of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declinationresignation or removal of any Trustee, resignation, retirement, removal, or incapacity that has arisen since the preceding annual meeting of all Shareholders (which vacancy has not been filled by election of a new Trustee by the then Trustees within Trustees) shall hold office for a short period of time and without term which coincides with the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) remaining term of the 1940 ActClass of Trustee to which such office was previously assigned. Any person nominated or elected by the Shareholders or the Trustees as a Trustee shall meet the qualifications for office set forth from time to time in these Bylaws.

Appears in 1 contract

Samples: RMR Preferred Income Fund (RMR Preferred Income Fund)

Vacancies. Whenever a vacancy in shall exist amongst the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction . Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there a vacancy in amongst the Trustees shall be fewer than the designated number of Trusteesoccur, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated numbersuch vacancy is filled, or the number of Trustees as fixed while any Trustee is reducedabsent from his domicile (unless that Trustee has made arrangements to be informed about, and to participate in, the affairs of the Trust during such absence), or is physically or mentally incapacitated, the remaining Trustees in office, regardless of their number, shall have all the powers granted hereunder and their certificate as to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removalabsence, or incapacity shall be conclusive. Any Trustee may, by power of all the then Trustees within attorney, delegate his powers as Trustee for a short period of not exceeding six (6) months at any one time and without the opportunity for at least one to any other Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actor Trustees.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Cook & Bynum Funds Trust)

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