Amended 10/9/92 - Sec. 11
Amended 2/16/96 - Section 3.1, paragraph 2
BY-LAWS
OF
COLONIAL TRUST II
Section 1. Agreement and Declaration of Trust and Principal
Office
1.1 Agreement and Declaration of Trust. These By-Laws
shall be subject to the Agreement and Declaration of
Trust, as from time to time in effect (the "Declaration
of Trust"), of Colonial Trust II, a Massachusetts
business trust established by the Declaration of Trust
(the "Trust").
1.2 Principal Office of the Trust. The principal office of
the Trust shall be located in Boston, Massachusetts.
Section 2. Shareholders
2.1 Shareholder Meetings. A meeting of the shareholders of
the Trust or of any one or more series or classes of
shares may be called at any time by the Trustees, by
the president or, if the Trustees and the president
shall fail to call any meeting of shareholders for a
period of 30 days after written application of one or
more shareholders who hold at least 10% of all
outstanding shares of the Trust, if shareholders of all
series are required under the Declaration of Trust to
vote in the aggregate and not by individual series at
such meeting, or of any series or class, if
shareholders of such series or class are entitled under
the Declaration of Trust to vote by individual series
or class at such meeting, then such shareholders may
call such meeting. If the meeting is a meeting of the
shareholders of one or more series or classes of
shares, but not a meeting of all shareholders of the
Trust, then only the shareholders of such one or more
series or classes shall be entitled to notice of and to
vote at the meeting. Each call of a meeting shall
state the place, date, hour and purpose of the meeting.
2.2 Place of Meetings. All meetings of the shareholders
shall be held at the principal office of the Trust, or,
to the extent permitted by the Declaration of Trust, at
such other place within the United States as shall be
designated by the Trustees or the president of the
Trust.
2.3 Notice of Meetings. A written notice of each meeting
of shareholders, stating the place, date and hour and
the purposes of the meeting, shall be given at least
seven days before the meeting to each shareholder
entitled to vote thereat by leaving such notice with
him or her or at his or her residence or usual place of
business or by mailing it, postage prepaid, and
addressed to such shareholder at his or her address as
it appears in the records of the Trust. Such notice
shall be given by the secretary or an assistant
secretary or by an officer designated by the Trustees.
No notice of any meeting of shareholders need be given
to a shareholder if a written waiver of notice,
executed before or after the meeting by such
shareholder or his or her attorney thereunto duly
authorized, is filed with the records of the meeting.
2.4 Ballots. No ballot shall be required for any election
unless requested by a shareholder present or
represented at the meeting and entitled to vote in the
election.
2.5 Proxies. Shareholders entitled to vote may vote either
in person or by proxy in writing dated not more than
six months before the meeting named therein, which
proxies shall be filed with the secretary or other
person responsible to record the proceedings of the
meeting before being voted. Unless otherwise
specifically limited by their terms, such proxies shall
entitle the holders thereof to vote at any adjournment
of such meeting but shall not be valid after the final
adjournment of such meeting. The placing of a
shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained
pursuant to procedures reasonably designed to verify
that such instructions have been authorized by such
shareholder shall constitute execution of such proxy by
or on behalf of such shareholder.
Section 3. Trustees
3.1 Committees and Advisory Board. The Trustees may
appoint from their number an executive committee and
other committees. Except as the Trustees may otherwise
determine, any such committee may make rules for
conduct of its business. The Trustees may appoint an
advisory board to consist of not less than two nor more
than five members. The members of the advisory board
shall be compensated in such manner as the Trustees may
determine and shall confer with and advise the Trustees
regarding the investments and other affairs of the
Trust. Each member of the advisory board shall hold
office until the first meeting of the Trustees
following the next meeting of the shareholders and
until his or her successor is elected and qualified, or
until he or she sooner dies, resigns, is removed or
becomes disqualified, or until the advisory board is
sooner abolished by the Trustees.
In addition, the Trustees may appoint a Dividend
Committee of not less than three persons, who may (but
need not) be Trustees.
No special compensation shall be payable to members of
the Dividend Committee. Each member of the Dividend
Committee will hold office until the successors are
elected and qualified or until the member dies,
resigns, is removed, becomes disqualified or until the
Committee is abolished by the Trustees.
3.2 Regular Meetings. Regular meetings of the Trustees may
be held without call or notice at such places and at
such times as the Trustees may from time to time
determine, provided that notice of the first regular
meeting following any such determination shall be given
to absent Trustees.
3.3 Special Meetings. Special meetings of the Trustees may
be held at any time and at any place designated in the
call of the meeting, when called by the president or
the treasurer or by two or more Trustees, sufficient
notice thereof being given to each Trustee by the
secretary or an assistant secretary or by the officer
or one of the Trustees calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to
send notice by mail at least forty-eight hours or by
telegram at least twenty-four hours before the meeting
addressed to the Trustee at his or her usual or last
known business or residence address or to give notice
to him or her in person or by telephone at least twenty-
four hours before the meeting. Notice of a meeting
need not be given to any Trustee if a written waiver of
notice, executed by him or her before or after the
meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without
protesting prior thereto or at its commencement the
lack of notice to him or her. Neither notice of a
meeting nor a waiver of a notice need specify the
purposes of the meeting.
3.5 Quorum. At any meeting of the Trustees one-third of
the Trustees then in office shall constitute a quorum;
provided, however, a quorum shall not be less than two.
Any meeting may be adjourned from time to time by a
majority of the votes cast upon the question, whether
or not a quorum is present, and the meeting may be held
as adjourned without further notice.
Section 4. Officers and Agents
4.1 Enumeration; Qualification. The officers of the Trust
shall be a president, a treasurer, a secretary and such
other officers, if any, as the Trustees from time to
time may in their discretion elect or appoint. The
Trust may also have such agents, if any, as the
Trustees from time to time may in their discretion
appoint. Any officer may be but none need be a Trustee
or shareholder. Any two or more offices may be held by
the same person.
4.2 Powers. Subject to the other provisions of these By-
Laws, each officer shall have, in addition to the
duties and powers herein and in the Declaration of
Trust set forth, such duties and powers as are commonly
incident to his or her office as if the Trust were
organized as a Massachusetts business corporation and
such other duties and powers as the Trustees may from
time to time designate, including without limitation
the power to make purchases and sales of portfolio
securities of the Trust pursuant to recommendations of
the Trust's investment adviser in accordance with the
policies and objectives of that series of shares set
forth in its prospectus and with such general or
specific instructions as the Trustees may from time to
time have issued.
4.3 Election. The president, the treasurer and the
secretary shall be elected annually by the Trustees.
Other elected officers are elected by the Trustees.
Assistant officers are appointed by the elected
officers.
4.4 Tenure. The president, the treasurer and the secretary
shall hold office until their respective successors are
chosen and qualified, or in each case until he or she
sooner dies, resigns, is removed or becomes
disqualified. Each other officer shall hold office at
the pleasure of the Trustees. Each agent shall retain
his or her authority at the pleasure of the Trustees.
4.5 President and Vice Presidents. The president shall be
the chief executive officer of the Trust. The
president shall preside at all meetings of the
shareholders and of the Trustees at which he or she is
present, except as otherwise voted by the Trustees.
Any vice president shall have such duties and powers as
shall be designated from time to time by the Trustees.
4.6 Treasurer and Controller. The treasurer shall be the
chief financial officer of the Trust and subject to any
arrangement made by the Trustees with a bank or trust
company or other organization as custodian or transfer
or shareholder services agent, shall be in charge of
its valuable papers and shall have such other duties
and powers as may be designated from time to time by
the Trustees or by the president. Any assistant
treasurer shall have such duties and powers as shall be
designated from time to time by the Trustees.
The controller shall be the chief accounting officer of
the Trust and shall be in charge of its books of
account and accounting records. The controller shall
be responsible for preparation of financial statements
of the Trust and shall have such other duties and
powers as may be designated from time to time by the
Trustees or the president.
4.7 Secretary and Assistant Secretaries. The secretary
shall record all proceedings of the shareholders and
the Trustees in books to be kept therefor, which books
shall be kept at the principal office of the Trust. In
the absence of the secretary from any meeting of
shareholders or Trustees, an assistant secretary, or if
there be none or he or she is absent, a temporary clerk
chosen at the meeting shall record the proceedings
thereof in the aforesaid books.
Section 5. Resignations and Removals
Any Trustee, officer or advisory board member may resign at
any time by delivering his or her resignation in writing to
the president, the treasurer or the secretary or to a
meeting of the Trustees. The Trustees may remove any
officer elected by them with or without cause by the vote of
a majority of the Trustees then in office. Except to the
extent expressly provided in a written agreement with the
Trust, no Trustee, officer, or advisory board member
resigning, and no officer or advisory board member removed
shall have any right to any compensation for any period
following his or her resignation or removal, or any right to
damages on account of such removal.
Section 6. Vacancies
A vacancy in any office may be filled at any time. Each
successor shall hold office for the unexpired term, and in
the case of the presidents, the treasurer and the secretary,
until his or her successor is chosen and qualified, or in
each case until he or she sooner dies, resigns, is removed
or becomes disqualified.
Section 7. Shares of Beneficial Interest
7.1 Share Certificates. No certificates certifying the
ownership of shares shall be issued except as the
Trustees may otherwise authorize. In the event that
the Trustees authorize the issuance of share
certificates, subject to the provisions of Section 7.3,
each shareholder shall be entitled to a certificate
stating the number of shares owned by him or her, in
such form as shall be prescribed from time to time by
the Trustees. Such certificate shall be signed by the
president or a vice president and by the treasurer or
an assistant treasurer. Such signatures may be
facsimiles if the certificate is signed by a transfer
agent or by a registrar, other than a Trustee, officer
or employee of the Trust. In case any officer who has
signed or whose facsimile signature has been placed on
such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by
the Trust with the same effect as if he or she were
such officer at the time of its issue.
In lieu of issuing certificates for shares, the
Trustees or the transfer agent may either issue
receipts therefor or keep accounts upon the books of
the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes
hereunder, to be the holders of certificates for such
shares as if they had accepted such certificates and
shall be held to have expressly assented and agreed to
the terms hereof.
7.2 Loss of Certificates. In the case of the alleged loss
or destruction or the mutilation of a share
certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may
prescribe.
7.3 Discontinuance of Issuance of Certificates. The
Trustees may at any time discontinue the issuance of
share certificates and may, by written notice to each
shareholder, require the surrender of share
certificates to the Trust for cancellation. Such
surrender and cancellation shall not affect the
ownership of shares in the Trust.
Section 8. Record Date and Closing Transfer Books
The Trustees may fix in advance a time, which shall not be
more than 90 days before the date of any meeting of
shareholders or the date for the payment of any dividend or
making of any other distribution to shareholders, as the
record date for determining the shareholders having the
right to notice and to vote at such meeting and any
adjournment thereof or the right to receive such dividend or
distribution, and in such case only shareholders of record
on such record date shall have such right, notwithstanding
any transfer of shares on the books of the Trust after the
record date; or without fixing such record date the Trustees
may for any of such purposes close the transfer books for
all or any part of such period.
Section 9. Seal
The seal of the Trust shall, subject to alteration by the
Trustees, consist of a flat-faced circular die with the word
"Massachusetts" together with the name of the Trust and the
year of its organization, cut or engraved thereon; but,
unless otherwise required by the Trustees, the seal shall
not be necessary to be placed on, and its absence shall not
impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.
Section 10. Execution of Papers
Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks,
drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and all transfers of securities
standing in the name of the Trust shall be executed, by the
president or by one of the vice presidents or by the
treasurer or by whomsoever else shall be designated for that
purpose by the vote of the Trustees and need not bear the
seal of the Trust.
Section 11. Fiscal Year
Except as from time to time otherwise provided by the
Trustees, President, Secretary, Controller or Treasurer, the
fiscal year of the Trust shall end on August 31.
Section 12. Amendments
These By-Laws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any
meeting of the Trustees, or by one or more writings signed
by such a majority.
