BYLAWS
OF
THE EQUITABLE FUNDS
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These Bylaws shall
be subject to the Agreement and Declaration of Trust, as from
time to time in effect (the "Declaration of Trust"), of The
Equitable Funds, the Massachusetts business trust established by
the Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust. A principal office of
the Trust shall be located in Boston, Massachusetts. The Trust
may have such other offices within or without Massachusetts as
the Trustees may determine or as they may authorize.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees may
be held without call or notice at such places and at such times
as the Trustees may from time to time determine, provided that
notice of the first regular meeting following any such
determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may
be held at any time and at any place designated in the call of
the meeting when called by the Chairman of the Trustees, the
President or the Treasurer or by two or more Trustees, sufficient
notice thereof being given to each Trustee by the Clerk or an
Assistant Clerk or by the officer or the Trustees calling the
meeting.
2.3 Notice. It shall be sufficient notice to a Trustee of
a special meeting to send notice by mail at least forty-eight
hours or by telegram, telex or telecopy or other electronic
fascimile transmission method 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 the meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him or her.
Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.
2.4 Quorum. At any meeting of the Trustees a majority of
the Trustees then in office shall constitute a quorum. Any
meeting may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is present,
and the meeting may be held as adjourned without further notice.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the Trust
shall be a President, a Treasurer, a Clerk, and such other
officers, including a Chairman of the Trustees and a Controller,
if any, as the Trustees from time to time may in their discretion
elect. The Trust may also have such agents as the Trustees from
time to time may in their discretion appoint. The Chairman of
the Trustees, if one is elected, shall be a Trustee and may but
need not be a shareholder; and any other officer may but not need
be a Trustee or a shareholder. Any two or more offices may be
held by the same person.
3.2 Election. The President, the Treasurer, and the Clerk
shall be elected annually by the Trustees. Other officers, if
any, may be elected or appointed by the Trustees at such or any
other time. Vacancies in any office may be filled at any time.
3.3 Tenure. The Chairman of the Trustees, if one is
elected, the President, the Treasurer and the Clerk 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 and each agent shall retain authority at the pleasure
of the Trustees.
3.4 Powers. Subject to the other provisions of these
Bylaws, each officer shall have, in addition to the duties and
powers herein and in the Declaration of Trust set forth, such
duties and powers as are commonly incident to the office occupied
by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the
Trustees may from time to time designate.
3.5 Chairman; President. Unless the Trustees otherwise
provide, the Chairman of the Trustees, or, if there is none or in
the absence of the Chairman, the President shall preside at all
meetings of the shareholders and of the Trustees. The President
shall be the chief executive officer.
3.6 Treasurer and Controller. The Treasurer shall be the
chief financial officer and, if no Controller is elected, chief
accounting officer of the Trust, and shall, subject to the
provisions of the Declaration of Trust and to any arrangement
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made by the Trustees with a custodian, investment adviser or
manager, or transfer, shareholder servicing or similar agent, be
in charge of the valuable papers and, if no Controller is
elected, the books of account and accounting records of the
Trust, and shall have such other duties and powers as may be
designated from time to time by the Trustees or by the President.
The Controller, if any, 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.
3.7 Clerk. the Clerk shall record all proceedings of the
shareholders and the Trustees in the books to be kept therefor,
which books or a copy thereof shall be kept at the principal
office of the Trust. In the absence of the Clerk from any
meeting of the shareholders or Trustees, an assistant clerk, or
if there be none or if he or she is absent, a temporary clerk
chosen at such meeting shall record the proceedings thereof in
the aforesaid books.
3.8 Resignations. Any officer may resign at any time by
written instrument signed by him or her and delivered to the
Chairman, the President or the Clerk or to a meeting of the
Trustees. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. Except to
the extent expressly provided in a written agreement with the
Trust, no officer resigning and no officer removed shall have any
right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of
such removal.
ARTICLE 4
Committees
4.1 Quorum; Voting. A majority of the members of any
Committee of the Trustees shall constitute a quorum for the
transaction of business, and any action of such a Committee may
be taken at a meeting by a vote of a majority of the members
present (a quorum being present) or evidenced by one or more
writings signed by such a majority. Members of a Committee may
participate in a meeting of such Committee by means of a
conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall
constitute presence in person at a meeting.
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ARTICLE 5
Reports
5.1 General. The Trustees and officers shall render
reports at the time and in the manner required by the Declaration
of Trust or any applicable law. Officers and Committees shall
render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 General. Except as from time to time otherwise
provided by the Trustees, the initial fiscal year of the Trust
shall end on such date as is determined in advance or in arrears
by the Treasurer, and subsequent fiscal years shall end on such
date in subsequent years.
ARTICLE 7
Seal
7.1 General. The seal of the Trust shall consist of a
flat-faced 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 replaced on, and its
absence shall not impair the validity of, any document,
instrument or other paper executed and delivered by or on behalf
of the Trust.
ARTICLE 8
Execution of Paper
8.1 General. Except as the Trustees may generally or in
particular cases authorize the execution thereof in some other
manner, all deeds, leases, contracts, notes and other obligations
made by the Trustees shall be signed by the President or by the
Treasurer and need not bear the seal of the Trust.
ARTICLE 9
Share Certificates
9.1 Share Certificates. No certificates certifying the
ownership of shares shall be issued except as the Trustee may
otherwise authorize. In the event that the Trustees authorize
the issuance of share certificates, subject to the provisions of
Section 9.3, each shareholder shall be entitled to a certificate
stating the number of shares and the series or class owned by him
or her, in such form as shall be prescribed from time to time by
the Trustees. Such certificates shall be signed by the President
or any Vice-President and by the Treasurer or any Assistant
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Treasurer. Such signatures may be facsimiles if the certificate
is signed by a transfer agent, or by a registrar, other than a
Trustee, officer or employee of the Trust. In case any officer
who has signed or whose facsimile signature has been placed on
such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the
same effect as if he or she were such officer at the time of its
issue.
In lieu of issuing certificates for shares, the Trustees or
the transfer agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of
such shares, who shall in either case be deemed, for all purposes
hereunder, to be the holders of certificates for such shares as
if they had accepted such certificates and shall be held to have
expressly assented and agreed to the terms hereof.
9.2 Loss of Certificates. In case of the alleged loss or
destruction or the mutilation of a share certificate, a duplicate
certificate may be issued in place thereof, upon such terms as
the Trustees may prescribe.
9.3 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 effect
the ownership of shares in the Trust.
ARTICLE 10
Provisions Relating to the Conduct of the Trust's Business
10.1 Certain Definitions. When used herein the following
words shall have the following meanings: "Distributor" shall
mean any one or more corporations, firms or associations which
have distributor's or principal underwriter's contracts in effect
with the Trust providing that redeemable shares issued by the
Trust shall be offered and sold by such Distributor. "Manager"
shall mean any corporation, firm or association which may at the
time have an advisory or management contract with the Trust and
any corporation, firm or association which may at any time have a
sub-advisory contract relating to the Trust with any such
Manager.
10.2 Limitation on Holdings by the Trust of Certain
Securities and on Dealings with Officers or Trustees. The Trust
may not purchase or retain shares or securities issued by an
issuer if one or more of the holders of the shares or securities
issued by an issuer or one or more of the officers or directors
of such issuer is an officer or Trustee of the Trust or officer
or director of the Manager and if one or more of such officers,
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Trustees or directors owns beneficially more than 1/2 of 1% of
the shares or securities, or both, of such issuer and such
officers, Trustees and directors owning more than 1/2 or 1% of
such shares or securities together own beneficially more 5% of
such shares or securities. Each officer and Trustee of the Trust
shall keep the Treasurer of the Trust informed of the names of
all issuers shares or securities of which are held in the
portfolio of the Trust and in which such officer or Trustee owns
as much as 1/2 of 1% of the outstanding shares or securities.
The Trust will not lend any of its assets to the Distributor
or Manager or to any officer or director of the Distributor or
Manager or any officer or Trustee of the Trust, and shall not
permit any officer or Trustee or any officer or director of the
Distributor or Manager to deal for or on behalf of the Trust with
himself or herself as principal or agent, or with any
partnership, association or corporation in which he or she has a
financial interest; provided that the foregoing provisions shall
not prevent (a) officers and Trustees of the Trust or officers
and directors of the Distributor or Manager from buying, holding
or selling shares in the Trust or from being partners, officers
or directors of or otherwise financially interested in the
Distributor or the Manager; (b) purchases or sales of securities
or other property if such transaction is permitted by or is
exempt or exempted from the provisions of the Investment Company
Act of 1940 or any Rule or Regulation thereunder (together, the
"1940 Act"); (c) employment of legal counsel, registrar, transfer
agent, shareholder servicing agent, dividend disbursing agent or
custodian who is, or has a partner, shareholder, officer or
director who is, an officer or Trustee of the Trust or an officer
or director of the Distributor or Manager; (d) sharing
statistical, research, legal and management expenses and officer
hire and expenses with any other investment company in which an
officer or Trustee of the Trust or an officer or director of the
Distributor or Manager is an officer or director or otherwise
financially interested.
10.3 Limitation on Dealing in Securities of the Trust by
Certain Officers, Trustees, Distributor or Manager. Neither the
Distributor nor Manager, nor any officer or Trustee of the Trust
or officer or director of the Distributor or Manager shall take
long or short positions in securities issued by the Trust;
provided, however, that:
(a) the Distributor may purchase from the Trust and
otherwise deal in shares issued by the Trust pursuant to
the terms of its contract with the Trust;
(b) any officer or Trustee of the Trust or officer or
director of the Distributor or Manager or any trustee or
fiduciary for the benefit of any of them may at any
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time, or from time to time, purchase from the Trust or
from the Distributor shares issued by the Trust at the
price available to the public or to such officer,
Trustee, director, trustee or fiduciary, no such
purchase to be in contravention of any applicable state
or federal requirement; and
(c) the Distributor or the Manager may at any time, or from
time to time, purchase for investment shares issued by
the Trust.
10.4 Securities and Cash of the Trust to be held by Custodian
subject to certain Terms and Conditions.
(a) All securities and cash owned by this Trust shall be
held by or deposited with one or more banks or trust
companies having (according to its last published
report) not less than $5,000,000 aggregate capital,
surplus and undivided profits (any such bank or trust
company being hereby designated as "Custodian"),
provided such a Custodian can be found ready and willing
to act; subject to such rules, regulations and orders,
if any, as the Securities and Exchange Commission may
adopt, this Trust may, or may permit any Custodian to,
deposit all or any part of the securities owned by this
Trust in a system for the central handling of securities
pursuant to which all securities of any particular class
or series of any issue deposited within the system may
be transferred or pledged by bookkeeping entry, without
physical delivery. The Custodian may appoint, subject
to the approval of the Trustees, one or more
subcustodians.
(b) The Trust shall enter into a written contract with each
custodian regarding the powers, duties and compensation
of such Custodian with respect to the cash and
securities of the Trust held by such Custodian. Said
contract and all amendments thereto shall be approved by
the Trustees.
(c) The Trust shall upon the resignation or inability to
serve of any Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve,
use its best efforts to obtain a successor
Custodian;
(ii) require that the cash and securities owned by the
Trust be delivered directly to the successor
Custodian; and
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(iii) in the event that no successor Custodian can be
found, submit to the shareholders, before
permitting delivery of the cash and securities
owned by the Trust otherwise than to a successor
Custodian, the question whether the Trust shall be
liquidated or shall function without a Custodian.
10.5 Requirements and Restrictions Regarding the Management
Contract. Every advisory or management contract entered into by
the Trust shall provide that in the event that the total expenses
of any series of shares of the Trust for any fiscal year should
exceed the limits imposed on investment company expenses imposed
by any statute or regulatory authority of any jurisdiction in
which shares of the Trust are offered for sale, the compensation
due the Manager for such fiscal year shall be reduced by the
amount of such excess by a reduction or refund thereof.
10.6 Reports to Shareholders; Distributions from Realized
Gains. The Trust shall send to each shareholder of record at
least semi-annually a statement of the condition of the Trust and
of the results of its operations, containing all information
required by applicable laws or regulations.
10.7 Determination of Net Asset Value Per Share. Net asset
value per share of each series or class of shares of the Trust
shall mean: (i) the value of all the assets of such series or
class of shares; (ii) less total liabilities of such series or
class of shares; (iii) divided by the number of shares of such
series or class of shares outstanding, in each case at the time
of each determination. The net asset value per share of each
series or class of shares shall be determined as of the normal
close of trading on the New York Stock Exchange on each day on
which such Exchange is open. As of any time other than the
normal close of trading on such Exchange, the Trustees may cause
the net asset value per share last determined to be determined
again in a similar manner or adjusted to reflect changes in
market values of securities in the portfolio, such adjustment to
be made on the basis of changes in selected security prices
determined by the Trustees to be relevant to the portfolio of
such series or class of shares or in averages or in other
standard and readily ascertainable market data, and the Trustees
may fix the time when such redetermined or adjusted net asset
value per share of each series or class of shares shall become
effective.
In valuing the portfolio investments of any series or class
of shares for determination of net asset value per share of such
series, securities for which market quotations are readily
available shall be valued at prices which, in the opinion of the
Trustees or the person designated by the Trustees to make the
determination, most nearly represent the market value of such
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securities, and other securities and assets shall be valued at
their fair value as determined by or pursuant to the direction of
the Trustees, which in the case of short-term debt obligations,
commercial paper and repurchase agreements may, but need not, be
on the basis of quoted yields for securities of comparable
maturity, quality and type, or on the basis of amortized cost.
Expenses and liabilities of the Trust shall be accrued each day.
Liabilities may include such reserves for taxes, estimated
accrued expenses and contingencies as the Trustees or their
designates may in their sole discretion deem fair and reasonable
under the circumstances. No accruals shall be made in respect of
taxes on unrealized appreciation of securities owned unless the
Trustees shall otherwise determine. Dividends payable by the
Trust shall be deducted as at the time of but immediately prior
to the determination of net asset value per share on the record
date therefor.
ARTICLE 11
Shareholders' Voting Powers and Meetings
11.1 Voting Powers. The Shareholders shall have power to
vote only (i) for the election of Trustees as provided in Article
IV, Section 1 of the Declaration of Trust, provided, however,
that no meeting of Shareholders is required to be called for the
purpose of electing Trustees unless and until such time as less
than a majority of the Trustees have been elected by the
Shareholders, (ii) with respect to any Manager or Sub-Adviser as
provided in Article IV, Section 6 of the Declaration of Trust to
the extent required by the 1940 Act, (iii) with respect to any
termination of this Trust to the extent and as provided in
Article IX, Section 4 of the Declaration of Trust, (iv) with
respect to any amendment of the Declaration of Trust to the
extent and as provided in Article IX, Section 7 of the
Declaration of Trust, (v) to the same extent as the stockholders
of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought
or maintained derivatively or as a class action on behalf of the
Trust or the Shareholders, and (vi) with respect to such
additional matters relating to the Trust as may be required by
law, the Declaration of Trust, these Bylaws or any registration
of the Trust with the Commission (or any successor agency) or any
state, or as the Trustees may consider necessary or desirable.
Each whole Share shall be entitled to one vote as to any matter
on which it is entitled to vote and each fractional Share shall
be entitled to a proportionate fractional vote. The Shareholders
of any particular series or class shall not be entitled to vote
on any matters as to which such series or class is not affected.
Except with respect to matters as to which the Trustees have
determined that only the interests of one or more particular
series or classes are affected or as required by law, all of the
Shares of each series or class shall, on matters as to which such
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series or class is entitled to vote, vote with other series or
classes so entitled as a single class. Notwithstanding the
foregoing, with respect to matters which would otherwise be voted
on by two or more series or classes as single class, the Trustees
may, in their sole discretion, submit such matters to the
Shareholders of any or all such series or classes, separately.
There shall be no cumulative voting in the election of Trustees.
Shares may be voted in person or by proxy. A proxy with respect
to shares held in the name of two or more persons shall be valid
if executed by anyone of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed
by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and
may take any action required by law, the Declaration of Trust or
these Bylaws to be taken by shareholders.
11.2 Voting Power and Meetings. Meetings of the
Shareholders of the Trust or of one or more series or classes of
shares may be called by the Trustees for the purpose of electing
Trustees as provided in Article IV, Section 1 of the Declaration
of Trust and for other purposes as may be prescribed by law, by
the Declaration of Trust or by these Bylaws. Meetings of the
Shareholders of the Trust or of one or more series or classes of
shares may also be called by the Trustees from time to time for
the purpose of taking action upon any other matter deemed by the
Trustees to be necessary or desirable. A meeting of Shareholders
may be held at any place designated by the Trustees. Written
notice of any meeting of Shareholders shall be given or caused to
be given by the Trustees by mailing such notice at least seven
days before such meeting, postage prepaid, stating the time and
place of the meeting, to each Shareholder at the Shareholder's
address as it appears on the records of the Trust. Whenever
notice of a meeting is required to be given to a Shareholder
under the Declaration of Trust or these Bylaws, a written waiver
thereof, executed before or after the meeting by such Shareholder
or his attorney thereunto authorized and filed with the records
of the meeting, shall be deemed equivalent to such notice.
11.3 Quorum and Required Vote. Thirty percent (30%) of
Shares entitled to vote shall be a quorum for the transaction of
business at a Shareholders' meeting, except that where any
provision of law or of the Declaration of Trust or these Bylaws
permits or requires that holders of any series or class of shares
shall vote as a series or class, as the case may be, then thirty
percent (30%) of the aggregate number of Shares of that series or
that class entitled to vote shall be necessary to constitute a
quorum for the transaction of business by that series or class.
Any lesser number shall be sufficient for adjournments. Any
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adjourned session or sessions may be held, within a reasonable
time after the date set for the original meeting, without the
necessity of further notice. Except when a larger vote is
required by any provision of law or the Declaration of Trust or
these Bylaws, a majority of the Shares voted shall decide any
questions and a plurality shall elect a Trustee, provided that
where any provision of law or Declaration of Trust or these
Bylaws permits or requires that the holders of any series or
class shall vote as a series or class, as the case may be, then a
majority of the Shares of that series or that class voted on the
matter (or a plurality with respect to the election of a Trustee)
shall decide that matter insofar as that series or class is
concerned.
11.4 Action by Written Consent. Any action taken by
shareholders may be taken without a meeting if a majority of
Shareholders entitled to vote on the matter (or such larger
proportion thereof as shall be required by any express provision
of law or the Declaration of Trust or these Bylaws) consent to
the action in writing and such written consents are filed with
the records of the meetings of Shareholders. Such consent shall
be treated for all purposes as a vote taken at a meeting of
Shareholders.
11.5 Record Dates. For the purpose of determining the
shareholders who are entitled to vote or act at any meeting or
any adjournment thereof, or who are entitled to receive payment
of any dividend or of any other distribution, the Trustees may
from time to time fix a time, which shall be not more than 60
days before the date of any meeting of shareholders or the date
for the payment of any dividend or of any other distribution, as
the record date for determining the shareholders having the right
to notice of and to vote at such meeting and any adjournment
thereof or the right to receive such dividend or distribution,
and in such case only shareholders of record on such record date
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 register or transfer books for all or any part of such
period.
11.6 Removal of Trustees. No natural person shall serve as
Trustee after the holders of record of not less than two-thirds
of the outstanding Shares (as defined in the Declaration of Trust
Declaration of Trust) have declared that such trustee be removed
from that office either by declaration in writing filed with the
Trust's custodian or by votes cast in person or by proxy at a
meeting called for the purpose. The Trustees shall promptly call
a meeting of shareholders for the purpose of voting upon the
question of removal of any Trustee when requested in writing so
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to do by the record holders of not less than 10 per centum of the
outstanding Shares.
Whenever 10 or more shareholders of record who have been such
for at least six months preceding the date of application, and
who hold in the aggregate Shares having a net asset value of at
least 21 per centum of the outstanding shares shall apply to the
Trustees in writing, stating that they wish to communicate with
other shareholders with a view to obtaining signatures a request
for a meeting pursuant to this Section and accompanied by a form
of the communication and request which they wish to transmit, the
Trustees shall within five business days after receipt of such
application either (a) afford to such applicants access to a list
of the names and addresses of all shareholders as recorded on the
books of the Trust; or (b) inform such applicants as to the
approximate number of shareholders of record, and the approximate
cost of mailing them the proposed communication and form of
request. If the trustees elect to follow the course specified in
clause (b), the Trustees, upon the written request of such
applicants, of the reasonable expenses of mailing, shall, with
reasonable promptness, mail such material to all shareholders of
record at their addresses as recorded on the books of the Trust,
unless within five business days after such tender the Trustees
shall mail to such applicants and file with the Securities and
Exchange Commission, together with a copy of the material
proposed to be mailed, a written statement signed by at least a
majority of the Trustees to the effect that in their opinion
either such material contains untrue statements of fact or omits
to state facts necessary to make the statements contained therein
not misleading, or would be in violation of applicable law, and
specifying the basis of such opinion. If the Securities and
Exchange Commission shall enter an order refusing to sustain any
of the objections specified in the written statement so filed, or
if, after the entry of an order sustaining one or more of such
objections so sustained have been met, and shall enter an order
so declaring, the trustees shall mail copies of such material to
all shareholders with reasonable promptness after the entry of
such order and the renewal of such tender.
ARTICLE 12
Amendments to the Bylaws
12.1 General. These Bylaws may be amended or repealed, in
whole or in part, by a majority of the Trustees then in office at
any meeting of the Trustees, or by one or more writings signed by
such a majority.
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