BYLAWS
OF
FIRST AMERICAN INSURANCE PORTFOLIOS, INC.
ARTICLE I.
SERIES NAMES, OFFICES, CORPORATE SEAL
SECTION 1.1. NAMES OF SERIES. The names of the series represented by the series
of shares designated in the corporation's articles of incorporation shall be as
follows:
Series A, Class One: Growth Equity Fund.
Series B, Class One: Value Equity Fund.
Series C, Class One: Bond Fund.
Series D, Class One: Technology Fund
SECTION 1.2. REGISTERED OFFICE. The registered office of the corporation in
Minnesota shall be that set forth in the Articles of Incorporation or in the
most recent amendment of the Articles of Incorporation or resolution of the
directors filed with the Secretary of State of Minnesota changing the registered
office.
SECTION 1.3. OTHER OFFICES. The corporation may have such other offices, within
or without the State of Minnesota, as the directors shall, from time to time,
determine.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 2.1. PLACE AND TIME OF MEETING. Except as provided otherwise by
Minnesota Statutes Chapter 302A, meetings of the shareholders may be held at any
place, within or without the State of Minnesota, designated by the directors
and, in the absence of such designation, shall be held at the registered office
of the corporation in the State of Minnesota. The directors shall designate the
time of day for each meeting and, in the absence of such designation, every
meeting of shareholders shall be held at ten o'clock a.m.
SECTION 2.2. REGULAR MEETINGS. Annual meetings of shareholders are not required
by these Bylaws. Regular meetings shall be held only with such frequency and at
such times and places as provided in and required by Minnesota Statutes Section
302A.431 and the Investment Company Act of 1940.
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SECTION 2.3. SPECIAL MEETINGS. Special meetings of the shareholders may be held
at any time and for any purpose and may be called by the Chairman of the Board,
the President, any two directors, or by one or more shareholders holding ten
percent (10%) or more of the shares entitled to vote on the matters to be
presented to the meeting.
Section 2.4. Quorum, Adjourned Meetings. The holders of ten percent (10%) of the
shares outstanding and entitled to vote shall constitute a quorum for the
transaction of business at any regular or special meeting. In case a quorum
shall not be present at a meeting, those present in person or by proxy shall
adjourn the meeting to such day as they shall, by majority vote, agree upon
without further notice other than by announcement at the meeting at which such
adjournment is taken. If a quorum is present, a meeting may be adjourned from
time to time without notice other than announcement at the meeting. At adjourned
meetings at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally noticed. If a quorum is
present, the shareholders may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 2.5. Voting. At each meeting of the shareholders, every shareholder
having the right to vote shall be entitled to vote either in person or by proxy.
Each shareholder, unless the Articles of Incorporation provide otherwise, shall
have one vote for each share having voting power registered in his name on the
books of the corporation. Except as otherwise specifically provided by these
Bylaws or as required by provisions of the Investment Company Act of 1940 or
other applicable laws, all questions shall be decided by a majority vote of the
number of shares entitled to vote and represented at the meeting at the time of
the vote. If the matter(s) to be presented at a regular or special meeting
relates only to particular series or classes of the corporation, then only the
shareholders of such series or classes are entitled to vote on such matter(s).
Section 2.6. Voting - Proxies. The right to vote by proxy shall exist only if
the instrument authorizing such proxy to act shall have been executed in writing
by the shareholder himself or by his attorney thereunto duly authorized in
writing. No proxy shall be voted after eleven months from its date unless it
provides for a longer period. Proxies may be signed and transmitted by any means
permitted by Minnesota Statutes Section 302A.449, Subd.
1, or any successor provision.
Section 2.7. Closing of Books. The Board of Directors may fix a time, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of,
and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the corporation after any record date so fixed. The Board of Directors
may close the books of the corporation against the transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date for determination of the shareholders entitled to notice of, and to
vote at, any meeting of shareholders, the record date shall be the thirtieth
(30th) day preceding the date of such meeting.
Section 2.8. Notice of Meetings. There shall be mailed to each shareholder
entitled to vote at a meeting, shown by the books of the corporation to be a
holder of record of voting shares, at his address as shown by the books of the
corporation, a notice setting out the date, time and place of
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each regular meeting and each special meeting, except where the meeting is an
adjourned meeting and the date, time and place of the meeting were announced at
the time of adjournment, which notice shall be mailed within the period required
by law. Every notice of any special meeting shall state the purpose or purposes
for which the meeting has been called, pursuant to Section 2.03, and the
business transacted at all special meetings shall be confined to the purpose
stated in such notice.
Section 2.9. Waiver of Notice. Notice of any regular or special meeting may be
waived either before, at or after such meeting orally or in a writing signed by
each shareholder or representative thereof entitled to vote the shares so
represented. A shareholder, by his attendance at any meeting of shareholders,
shall be deemed to have waived notice of such meeting, except where the
shareholder objects at the beginning of the meeting to the transaction of
business because the item may not lawfully be considered at that meeting and
does not participate at that meeting in the consideration of the item at that
meeting.
Section 2.10. Written Action. Any action which might be taken at a meeting of
the shareholders may be taken without a meeting if done in writing and signed by
all of the shareholders entitled to vote on that action. If the action to be
taken relates to particular series or classes of the corporation, then only
shareholders of such series or classes are entitled to vote on such action.
ARTICLE III.
DIRECTORS
Section 3.1. Number, Qualification and Term of Office. Until the first meeting
of shareholders, the number of directors shall be the number named in the
Articles of Incorporation. Thereafter, the number of directors shall be
established by resolution of the shareholders (subject to the authority of the
Board of Directors to increase or decrease the number of directors as permitted
by law). In the absence of such shareholder resolution, the number of directors
shall be the number last fixed by the shareholders, the Board of Directors or
the Articles of Incorporation. Directors need not be shareholders. Each of the
directors shall hold office until the regular meeting of shareholders next held
after his election and until his successor shall have been elected and shall
qualify, or until the earlier death, resignation, removal or disqualification of
such director.
Section 3.2. Election of Directors. Except as otherwise provided in Sections
3.11 and 3.12 hereof, the directors shall be elected at the regular
shareholders' meeting. In the event that directors are not elected at a regular
shareholders' meeting, then directors may be elected at a special shareholders'
meeting, provided that the notice of such meeting shall contain mention of such
purpose. At each shareholders' meeting for the election of directors, the
directors shall be elected by a plurality of the votes validly cast at such
election. Each holder of shares of each series or class of stock of the
corporation shall be entitled to vote for directors and shall have equal voting
power for each share of each series or class of the corporation.
Section 3.3. General Powers.
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(a) Except as otherwise permitted by statute, the property, affairs and business
of the corporation shall be managed by the Board of Directors, which may
exercise all the powers of the corporation except those powers vested solely in
the shareholders of the corporation by statute, the Articles of Incorporation or
these Bylaws, as amended.
(b) All acts done by any meeting of the directors or by any person acting as a
director, so long as his successor shall not have been duly elected or
appointed, shall, notwithstanding that it be afterwards discovered that there
was some defect in the election of the directors or such person acting as
aforesaid or that they or any of them were disqualified, be as valid as if the
directors or such other person, as the case may be, had been duly elected and
were or was qualified to be directors or a director of the corporation.
Section 3.4. Power to Declare Dividends.
(a) The Board of Directors, from time to time as they may deem advisable, may
declare and pay or ratify dividends in cash or other property of the
corporation, out of any source available for dividends, to the shareholders of
each series or class of stock of the corporation according to their respective
rights and interests in the investment portfolio of the corporation issuing such
series or class of stock.
(b) The Board of Directors shall cause to be accompanied by a written statement
any dividend payment wholly or partly from any source other than
(i) the accumulated and accrued undistributed net income of each series or class
(determined in accordance with generally accepted accounting practice and the
rules and regulations of the Securities and Exchange Commission then in effect)
and not including profits or losses realized upon the sale of securities or
other properties; or
(ii) the net income of each series or class so determined for the current or
preceding fiscal year.
Such statement shall adequately disclose the source or sources of such payment
and the basis of calculation and shall be in such form as the Securities and
Exchange Commission may prescribe.
(c) Notwithstanding the above provisions of this Section 3.4, the Board of
Directors may at any time declare and distribute pro rata among the shareholders
of each series or class of stock a "stock dividend" out of the authorized but
unissued shares of stock of each series or class, including any shares
previously purchased by a series or class of the corporation.
Section 3.5. Board Meetings. Meetings of the Board of Directors may be held from
time to time at such time and place within or without the State of Minnesota as
may be designated in the notice of such meeting.
Section 3.6. Calling Meetings, Notice. A director may call a board meeting by
giving two (2) days notice to all directors of the date, time and place of the
meeting; provided that if the day or date, time and place of a board meeting
have been announced at a previous meeting of the board, no notice is required.
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Section 3.7. Waiver of Notice. Notice of any meeting of the Board of Directors
may be waived by any director either before, at or after such meeting orally or
in a writing signed by such director. A director, by his attendance and
participation in the action taken at any meeting of the Board of Directors,
shall be deemed to have waived notice of such meeting, except where the director
objects at the beginning of the meeting to the transaction of business because
the item may not lawfully be considered at that meeting and does not participate
at that meeting in the consideration of the item at that meeting.
Section 3.8. Quorum. A majority of the directors holding office immediately
prior to a meeting of the Board of Directors shall constitute a quorum for the
transaction of business at such meeting; provided however, notwithstanding the
above, if the Board of Directors is taking action pursuant to the Investment
Company Act of 1940, as now enacted or hereafter amended, a majority of
directors who are not "interested persons" (as defined by the Investment Company
Act of 1940, as now enacted or hereafter amended) of the corporation shall
constitute a quorum for taking such action.
Section 3.9. Advance Consent or Opposition. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the Board of
Directors. If such director is not present at the meeting, consent or opposition
to a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in
favor of or against the proposal and shall be entered in the minutes or other
record of action at the meeting, if the proposal acted on at the meeting is
substantially the same or has substantially the same effect as the proposal to
which the director has consented or objected. This procedure shall not be used
to act on any investment advisory agreement or on any plan of distribution
adopted under Rule 12b-1 of the Investment Company Act of 1940, as amended.
Section 3.10. Conference Communications. Any or all directors may participate in
any meeting of the Board of Directors, or of any duly constituted committee
thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting. For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.10 shall be deemed present in person at
the meeting, and the place of the meeting shall be the place of origination of
the conference communication. This procedure shall not be used to act on any
investment advisory agreement or on any plan of distribution adopted under Rule
12b-1 of the Investment Company Act of 1940, as amended.
Section 3.11. Vacancies; Newly Created Directorships. Vacancies in the Board of
Directors of this corporation occurring by reason of death, resignation, removal
or disqualification shall be filled for the unexpired term by a majority of the
remaining directors of the Board although less than a quorum; newly created
directorships resulting from an increase in the authorized number of directors
by action of the Board of Directors as permitted by Section 3.01 may be filled
by a two-thirds (2/3) vote of the directors serving at the time of such
increase; and each person so elected shall be a director until his successor is
elected by the shareholders at their next regular or special meeting; provided,
however, that no vacancy can be filled as provided above if prohibited by the
provisions of the Investment Company Act of 1940.
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Section 3.12. Removal. The entire Board of Directors or an individual director
may be removed from office, with or without cause, by a vote of the shareholders
holding a majority of the shares entitled to vote at an election of directors.
In the event that the entire Board or any one or more directors be so removed,
new directors shall be elected at the same meeting, or the remaining directors
may, to the extent vacancies are not filled at such meeting, fill any vacancy or
vacancies created by such removal. A director named by the Board of Directors to
fill a vacancy may be removed from office at any time, with or without cause, by
the affirmative vote of the remaining directors if the shareholders have not
elected directors in the interim between the time of the appointment to fill
such vacancy and the time of the removal.
Section 3.13. Committees. A resolution approved by the affirmative vote of a
majority of the Board of Directors may establish committees having the authority
of the Board in the management of the business of the corporation to the extent
provided in the resolution. A committee shall consist of one or more persons,
who need not be directors, appointed by affirmative vote of a majority of the
directors present. Committees are subject to the direction and control of, and
vacancies in the membership thereof shall be filled by, the Board of Directors.
A majority of the members of the committee present at a meeting is a quorum for
the transaction of business, unless a larger or smaller proportion or number is
provided in a resolution approved by the affirmative vote of a majority of the
directors present.
Section 3.14. Written Action. Any action which might be taken at a meeting of
the Board of Directors, or any duly constituted committee thereof, may be taken
without a meeting if done in writing and signed by all of the directors or
committee members. Any action, other than an action requiring shareholder
approval, which might be taken at a meeting of the Board of Directors, or any
duly constituted committee thereof, may be taken without a meeting if done in
writing and signed by a majority of all of the directors or committee members.
Section 3.15. Compensation. Directors shall receive such fixed sum per meeting
attended or such fixed annual sum as shall be determined, from time to time, by
resolution of the Board of Directors. All directors shall receive their
expenses, if any, of attendance at meetings of the Board of Directors or any
committee thereof. Nothing herein contained shall be construed to preclude any
director from serving this corporation in any other capacity and receiving
proper compensation therefor.
ARTICLE IV.
OFFICERS AND CHAIRMAN OF THE BOARD OF DIRECTORS
Section 4.1. Number. The officers of the corporation shall consist of the
President, one or more Vice Presidents (if desired by the Board), a Secretary, a
Treasurer and such other officers and agents as may, from time to time, be
elected by the Board of Directors. Any number of offices may be held by the same
person.
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Section 4.2. Election, Term of Office and Qualifications. The Board of Directors
shall elect, from within or without their number, the officers referred to in
Section 4.01 of these Bylaws, each of whom shall have the powers, rights,
duties, responsibilities and terms in office provided for in these Bylaws or a
resolution of the Board not inconsistent therewith. The resident and all other
officers who may be directors shall continue to hold office until the election
and qualification of their successors, notwithstanding an earlier termination of
their directorship.
Section 4.3. Resignation. Any officer (or the Chairman of the Board of
Directors) may resign his office at any time by delivering a writtenresignation
to the corporation. Unless otherwise specified therein, such resignation shall
take effect upon delivery.
Section 4.4. Removal and Vacancies. Any officer (or the Chairman of the Board of
Directors) may be removed from his office by a majority of the Board of
Directors with or without cause. Such removal, however, shall be without
prejudice to the contract rights of the person so removed. If there be a vacancy
among the officers (or the Chairman of the Board of Directors) of the
corporation by reason of death, resignation or otherwise, such vacancy shall be
filled for the unexpired term by the Board of Directors.
Section 4.5. Chairman of the Board. The Board of Directors may elect one of its
members as Chairman of the Board. The Chairman of the Board, if one is elected,
shall preside at all meetings of the shareholders and directors and shall have
such other duties as may be prescribed, from time to time, by the Board of
Directors. The Chairman of the Board of Directors will under no circumstances be
deemed to be an "officer" of the corporation, and an individual serving as
Chairman of the Board of Directors will not be deemed to be an "affiliated
person" with respect to the corporation (under the Investment Company Act of
1940, as amended) solely by virtue of such person's position as Chairman of the
Board of Directors of the corporation.
Section 4.6. President. The President shall have general active management of
the business of the corporation. In the absence of the Chairman of the Board, he
shall preside at all meetings of the shareholders and directors. He shall be the
chief executive officer of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees. He may execute and deliver, in the
name of the corporation, any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the corporation and, in general, shall
perform all duties usually incident to the office of the President. He shall
have such other duties as may, from time to time, be prescribed by the Board of
Directors.
Section 4.7. Vice President. Each Vice President shall have such powers and
shall perform such duties as may be specified in the Bylaws or prescribed by the
Board of Directors or by the President. In the event of absence or disability of
the President, Vice Presidents shall succeed to his power and duties in the
order designated by the Board of Directors.
Section 4.8. Secretary. The Secretary shall be secretary of, and shall attend,
all meetings of the shareholders and Board of Directors and shall record all
proceedings of such meetings in the minute book of the corporation. He shall
give proper notice of meetings of shareholders and
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directors. He shall perform such other duties as may, from time to time, be
prescribed by the Board of Directors or by the President.
Section 4.9. Treasurer. The Treasurer shall be the chief financial officer and
shall keep accurate accounts of all money of the corporation received or
disbursed. He shall deposit all moneys, drafts and checks in the name of, and to
the credit of, the corporation in such banks and depositories as a majority of
the Board of Directors shall, from time to time, designate. He shall have power
to endorse, for deposit, all notes, checks and drafts received by the
corporation. He shall disburse the funds of the corporation, as ordered by the
Board of Directors, making proper vouchers therefor. He shall render to the
President and the directors, whenever required, an account of all his
transactions as Treasurer and of the financial condition of the corporation, and
shall perform such other duties as may, from time to time, be prescribed by the
Board of Directors or by the President.
Section 4.10. Assistant Secretaries. At the request of the Secretary, or in his
absence or disability, any Assistant Secretary shall have power to perform all
the duties of the Secretary, and, when so acting, shall have all the powers of,
and be subject to all restrictions upon, the Secretary. The Assistant
Secretaries shall perform such other duties as from time to time may be assigned
to them by the Board of Directors or the President.
Section 4.11. Assistant Treasurers. At the request of the Treasurer, or in his
absence or disability, any Assistant Treasurer shall have power to perform all
the duties of the Treasurer, and when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the Treasurer. The Assistant
Treasurers shall perform such other duties as from time to time may be assigned
to them by the Board of Directors or the President.
Section 4.12. Compensation. The officers (and the Chairman of the Board of
Directors) of this corporation shall receive such compensation for their
services as may be determined, from time to time, by resolution of the Board of
Directors.
Section 4.13. Surety Bonds. The Board of Directors may require any officer or
agent of the corporation to execute a bond (including, without limitation, any
bond required by the Investment Company Act of 1940 and the rules and
regulations of the Securities and Exchange Commission) to the corporation in
such sum and with such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance of his duties to the
corporation, including responsibility for negligence and for the accounting of
any of the corporation's property, funds or securities that may come into his
hands. In any such case, a new bond of like character shall be given at least
every six years, so that the dates of the new bond shall not be more than six
years subsequent to the date of the bond immediately preceding.
ARTICLE V.
SHARES AND THEIR TRANSFER AND REDEMPTION
Section 5.1. Certificate for Shares.
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(a) The corporation may have certificated or uncertificated shares, or both, as
designated by resolution of the Board of Directors. Every owner of certificated
shares of the corporation shall be entitled to a certificate, to be in such form
as shall be prescribed by the Board of Directors, certifying the number of
shares of the corporation owned by him. Within a reasonable time after the
issuance or transfer of uncertificated shares, the corporation shall send to the
new shareholder the information required to be stated on certificates.
Certificated shares shall be numbered in the order in which they shall be issued
and shall be signed, in the name of the corporation, by the President or a Vice
President and by the Secretary or an Assistant Secretary or by such officers as
the Board of Directors may designate. Such signatures may be by facsimile if
authorized by the Board of Directors. Every certificate surrendered to the
corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 5.8.
(b) In case any officer, transfer agent or registrar who shall have signed any
such certificate, or whose facsimile signature has been placed thereon, shall
cease to be such an officer (because of death, resignation or otherwise) before
such certificate is issued, such certificate may be issued and delivered by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.
Section 5.2. Issuance of Shares. The Board of Directors is authorized to cause
to be issued shares of the corporation up to the full amount authorized by the
Articles of Incorporation in such series or classes and in such amounts as may
be determined by the Board of Directors and as may be permitted by law. No
shares shall be allotted except in consideration of cash or other property,
tangible or intangible, received or to be received by the corporation under a
written agreement, of services rendered or to be rendered to the corporation
under a written agreement, or upon a share dividend. At the time of such
allotment of shares, the Board of Directors making such allotments shall state,
by resolution, their determination of the fair value to the corporation in
monetary terms of any consideration other than cash for which shares are
allotted. No shares of stock issued by the corporation shall be issued, sold or
exchanged by or on behalf of the corporation for any amount less than the net
asset value per share of the shares outstanding as determined pursuant to
Article X hereunder.
Section 5.3. Redemption of Shares. Upon the demand of any shareholder, this
corporation shall redeem any share of stock issued by it held and owned by such
shareholder at the net asset value thereof as determined pursuant to Article X
hereunder. The Board of Directors may suspend the right of redemption or
postpone the date of payment during any period when: (a) trading on the New York
Stock Exchange is restricted or such Exchange is closed for other than weekends
or holidays; (b) the Securities and Exchange Commission has by order permitted
such suspension; or (c) an emergency as defined by rules of the Securities and
Exchange Commission exists, making disposal of portfolio securities or valuation
of net assets of the corporation not reasonably practicable.
If the value of such shareholder's interest in the corporation falls below the
required minimum investment, as may be set from time to time by the Board of
Directors, the corporation's officers are authorized, in their discretion and on
behalf of the corporation, to redeem such shareholder's
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entire interest and remit such amount, provided that such a redemption will only
be effected by the corporation following: (a) a redemption by a shareholder,
which causes the value of such shareholder's interest in the corporation to fall
below the required minimum investment; (b) the mailing by the corporation to
such shareholder of a "notice of intention to redeem"; and (c) the passage of at
least sixty (60) days from the date of such mailing, during which time the
shareholder will have the opportunity to make an additional investment in the
corporation to increase the value of such shareholder's account to at least the
required minimum investment.
Section 5.4. Transfer of Shares. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate,
or the shareholder's legal representative, or the shareholder's duly authorized
attorney-in-fact, and upon surrender of the certificate or the certificates for
such shares or a duly executed assignment covering shares held in unissued form.
The corporation may treat as the absolute owner of shares of the corporation the
person or persons in whose name shares are registered on the books of the
corporation.
Section 5.5. Registered Shareholders. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by the laws of Minnesota.
Section 5.6. Transfer of Agents and Registrars. The Board of Directors may from
time to time appoint or remove transfer agents and/or registrars of transfers of
shares of stock of the corporation, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment being made all
certificates representing shares of capital stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars of
transfers or by both and shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only one countersignature by
such person shall be required.
Section 5.7. Transfer Regulations. The shares of stock of the corporation may be
freely transferred, and the Board of Directors may from time to time adopt rules
and regulations with reference to the method of transfer of shares of stock of
the corporation.
Section 5.8. Lost, Stolen, Destroyed and Mutilated Certificates. The holder of
any stock of the corporation shall immediately notify the corporation of any
loss, theft, destruction or mutilation of any certificate therefor, and the
Board of Directors may, in its discretion, cause to be issued to him a new
certificate or certificates of stock, upon the surrender of the mutilated
certificate or in case of loss, theft or destruction of the certificate upon
satisfactory proof of such loss, theft or destruction. A new certificate or
certificates of stock will be issued to the owner of the lost, stolen or
destroyed certificate only after such owner, or his legal representatives, gives
to the corporation and to such registrar or transfer agent as may be authorized
or required to countersign such new certificate or certificates a bond, in such
sum as they may direct, and with such surety or sureties, as they may direct, as
indemnity against any claim that may be made against them or any of them on
account of or in connection with the alleged loss, theft or destruction of any
such certificate.
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ARTICLE VI.
DIVIDENDS
The net investment income of each series or class of the corporation will be
determined, and its dividends shall be declared and made payable at such
time(s), as the Board of Directors shall determine; dividends shall be payable
to shareholders of record as of the date specified or ratified by the Board of
Directors. It shall be the policy of each series or class of the corporation to
qualify for and elect the tax treatment applicable to regulated investment
companies under the Internal Revenue Code, so that such series or class will not
be subjected to federal income tax on such part of its income or capital gains
as it distributes to shareholders.
ARTICLE VII.
BOOKS AND RECORDS, AUDIT, FISCAL YEAR
Section 7.1. Share Register. The Board of Directors of the corporation shall
cause to be kept at its principal executive office, or at another place or
places within the United States determined by the Board:
(a) a share register not more than one year old, containing the names and
addresses of the shareholders and the number and series or class of shares held
by each shareholder; and
(b) a record of the dates on which certificates or transaction statements
representing shares were issued.
Section 7.2. Other Books and Records. The Board of Directors shall cause to be
kept at its principal executive office, or, if its principal executive office is
not in Minnesota, shall make available at its registered office within ten days
after receipt by an officer of the corporation of a written demand for them made
by a shareholder or other person authorized by Minnesota Statutes Section
302A.461, originals or copies of the documents required by Minnesota Statutes
Section 302A.461, Subd. 2, as the same may be amended from time to time, or any
successor provision.
Section 7.3. Audit; Accountant.
(a) The Board of Directors shall cause the records and books of account of the
corporation to be audited at least once in each fiscal year and at such other
times as it may deem necessary or appropriate.
(b) The corporation shall employ an independent public accountant or firm of
independent public accountants as its Accountant to examine the accounts of the
corporation and to sign and certify financial statements filed by the
corporation. The Accountant's certificates and reports shall be addressed both
to the Board of Directors and to the shareholders.
(c) A majority of the members of the Board of Directors shall select the
Accountant annually within a reasonable period before or after the beginning of
the corporation's fiscal year. Such
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selection shall be submitted for ratification or rejection at the next
succeeding regular shareholders' meeting. If such meeting shall reject such
selection, the Accountant shall be selected by majority vote, either at the
meeting at which the rejection occurred or at a subsequent meeting of
shareholders called for the purpose.
(d) Any vacancy occurring between annual meetings, due to the death, resignation
or otherwise of the Accountant, may be filled by the Board of Directors.
Section 7.4. Fiscal Year. The fiscal year of the corporation shall be determined
by the Board of Directors.
ARTICLE VIII.
INDEMNIFICATION OF CERTAIN PERSONS
The corporation shall indemnify such persons, for such expenses and liabilities,
in such manner, under such circumstances, and to such extent as permitted by
Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended,
provided, however, that no such indemnification may be made if it would be in
violation of Section 17(h) of the Investment Company Act of 1940, as now enacted
or hereinafter amended.
ARTICLE IX.
VOTING OF STOCK HELD
Unless otherwise provided by resolution of the Board of Directors, the
President, any Vice President, the Secretary or the Treasurer, may from time to
time appoint an attorney or attorneys or agent or agents of the corporation, in
the name and on behalf of the corporation, to cast the votes which the
corporation may be entitled to cast as a stockholder or otherwise in any other
corporation or association, any of whose stock or securities may be held by the
corporation, at meetings of the holders of the stock or other securities of any
such other corporation or association, or to consent in writing to any action by
any such other corporation or association, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed on behalf of the corporation,
such written proxies, consents, waivers or other instruments as it may deem
necessary or proper; or any of such officers may themselves attend any meeting
of the holders of stock or other securities of any such corporation or
association and thereat vote or exercise any or all other rights of the
corporation as the holder of such stock or other securities of such other
corporation or association, or consent in writing to any action by any such
other corporation or association.
ARTICLE X.
VALUATION OF NET ASSET VALUE
The net asset value per share of each series or class of stock of the
corporation shall be determined in good faith by or under supervision of the
officers of the corporation as authorized
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by the Board of Directors as often and on such days and at such time(s) as the
Board of Directors shall determine, or as otherwise may be required by law,
rule, regulation or order of the Securities and Exchange Commission.
ARTICLE XI.
CUSTODY OF ASSETS
All securities and cash owned by this corporation shall, as hereinafter
provided, be held by or deposited with a bank or trust company having (according
to its last published report) not less than Two Million Dollars ($2,000,000)
aggregate capital, surplus and undivided profits (the "Custodian"). This
corporation shall enter into a written contract with the Custodian regarding the
powers, duties and compensation of the Custodian with respect to the cash and
securities of this corporation held by the Custodian. Said contract and all
amendments thereto shall be approved by the Board of Directors of this
corporation. In the event of the Custodian's resignation or termination, the
corporation shall use its best efforts promptly to obtain a successor Custodian
and shall require that the cash and securities owned by this corporation held by
the Custodian be delivered directly to such successor Custodian.
ARTICLE XII.
AMENDMENTS
These Bylaws may be amended or altered by a vote of the majority of the Board of
Directors at any meeting provided that notice of such proposed amendment shall
have been given in the notice given to the directors of such meeting. Such
authority in the Board of Directors is subject to the power of the shareholders
to change or repeal such bylaws by a majority vote of the shareholders present
or represented at any regular or special meeting of shareholders called for such
purpose, and the Board of Directors shall not make or alter any Bylaws fixing a
quorum for meetings of shareholders, prescribing procedures for removing
directors or filling vacancies in the Board of Directors, or fixing the number
of directors or their classifications, qualifications or terms of office, except
that the Board of Directors may adopt or amend any Bylaw to increase or decrease
their number.
ARTICLE XIII.
MISCELLANEOUS
Section 13.1. Interpretation. When the context in which words are used in these
Bylaws indicates that such is the intent, singular words will include the plural
and vice versa, and masculine words will include the feminine and neuter genders
and vice versa.
Section 13.2. Article and Section Titles. The titles of Articles and Sections in
these Bylaws are for descriptive purposes only and will not control or alter the
meaning of any of these Bylaws as set forth in the text.
