BYLAWS OF MUTUAL FUND DIRECTORS FORUM (a District of Columbia Non-Profit Corporation) As adopted by the Board of Directors on March 22, 2011
BYLAWS OF MUTUAL FUND DIRECTORS FORUM (a District of Columbia Non-Profit Corporation) ARTICLE I NAME This corporation shall be known as Mutual Fund Directors Forum, hereinafter referred to as the Corporation. ARTICLE II OFFICES The principal office of the Corporation shall be located within or without the District of Columbia, at such place as the Board of Directors shall from time to time designate. The Corporation may maintain additional offices at such other places as the Board of Directors may designate. The Corporation shall continuously maintain within the District of Columbia a registered office at such place as may be designated by the Board of Directors. ARTICLE III PURPOSES The Corporation is organized exclusively for educational and other charitable purposes as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), as more fully set forth in the Corporation s Articles of Incorporation. ARTICLE IV MEMBERS AND STEERING COMMITTEE Section 1. Members. The Corporation shall have no statutory members within the meaning of the District of Columbia Nonprofit Corporation Act, as amended (the Act ). The Corporation may, however, have non-statutory members, and each such person may be referred to as a Member, but no such reference shall cause any such person or entity to be deemed a member within the meaning of the Act. The Members shall have no right to vote or otherwise participate in the governance of the Corporation. Membership shall be open to all directors and trustees of investment companies ( Funds ) as defined in the Investment Company Act of 1940, as amended (the 1940 Act ), who are not affiliated persons of their Fund s investment adviser, as defined in Section 2(a)(3) of the 1940 Act (collectively referred to herein as Fund Directors ). The Board of Directors may adopt policies for the Members, 9903810.2.BUSINESS 8/9/2011 12:01 PM
including, but not limited to, qualifications, categories, terms, removal, and the assessment of fees (which may differ depending upon membership category). Section 2. Steering Committee. The Steering Committee shall consist of a designated liaison Member from each group of investment companies whose board members are Members of the Corporation. (a) The Steering Committee shall provide advice to the Board with respect to the Corporation s agenda, proposed activities and such other matters as the Board may designate. (b) Members of the Steering Committee shall not receive any compensation for their services but, by resolution of the Board, expenses of attendance, if any, may be allowed for attendance at any meeting of the Steering Committee. Nothing herein contained shall be construed to preclude any member of the Steering Committee from serving the Corporation in any other capacity and receiving compensation therefor. (c) The Board may establish such subcommittees of the Steering Committee as it may determine from time to time, and the Board or the President may appoint its members, provided that each such subcommittee shall have at least one member who is a member of the Steering Committee and all other members of the subcommittee must be Members of the Forum, members of the Board or officers of the Corporation. ARTICLE V BOARD OF DIRECTORS Section 1. Authority. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors (the Board ). Section 2. Eligibility. At least seventy-five percent of the directors, excluding Members of the Corporation staff who serve as directors, must be Members of the Corporation. No person who is an employee, officer, or partner of an investment adviser to a fund shall be qualified to serve as a director. No person who is a shareholder in his or her fund s investment adviser shall be qualified to serve as a director. Section 3. Number. The number of directors shall be no fewer than three and no more than sixteen. The number of directors may be increased or decreased from time to time by amendment to the Bylaws. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. 2
Section 4. Nomination, Election and Terms. (a) The directors shall submit all nominations for election as directors in a notice to directors at least four days prior to the meeting of the Board at which the directors are to be elected. (b) Directors shall be elected by a majority vote of the directors present at a meeting at which a quorum is present. (c) The first Board of Directors of the Corporation shall consist of those persons named in the Articles of Incorporation, who shall hold office until the first annual election of directors. Thereafter, at the first meeting of the Board of Directors in each calendar year, the Board shall elect directors, each director to hold office for a term of one year and until such director s successor has been elected and qualified. Section 5. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the directors then in office though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of the director s predecessor in office and until a successor is elected and qualified. Section 6. Removal. A director may be removed from office with or without cause by vote of a majority of directors then in office taken at a regular meeting or any special meeting called for that purpose. Section 7. Resignation. Any director may resign at any time by giving written notice of resignation to the Chair of the Board, the Executive Director, the President, or the Secretary, of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective. Section 8. Compensation. Directors shall not receive any stated salaries for their services, but by resolution of the Board a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board; but nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 9. Meetings. Regular or special meetings of the Board may be called at any time by the Chair of the Board, Executive Director, President, or upon request of a majority of the directors. The Board shall meet at a time or place within or without the District of Columbia as determined in advance by the Executive Director or President unless specified by the persons calling the meeting. Meetings of the Board may be held by means of a telephone conference or other communications equipment, provided that all directors participating in the 3
meeting can hear each other. Participation by such means shall constitute presence in person at the meeting for all purposes of these Bylaws. Section 10. Notices. (a) Notice of regular or special meetings of the Board shall be transmitted to directors in writing by mail, delivery service, facsimile, telephone, e-mail, or other means of electronic transmission. Notice shall be transmitted at least 24 hours prior to the time set for the meeting. Notice thereof shall state the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for holding such meeting and shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Presence without objection or a waiver of notice in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the time stated therein, shall be equivalent to the giving of such notice. (b) Notice of the organizational meeting of the Board of Directors shall be given by mail at least five days prior to the set meeting date; provided, however, that if all the directors shall waive notice in writing and fix a time and place for the organizational meeting, no notice shall be required of such meeting. Section 11. Quorum. At all meetings of the Board, a majority of the directors then in office shall constitute a quorum, provided that in no event shall a quorum consist of less than one-third of the number of directors fixed in the Bylaws. Section 12. Voting. Each member of the Board shall be entitled to one vote at meetings of the Board and action shall be taken by a majority of the directors present and voting, except as otherwise provided herein. Section 13. Action without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof, may be taken without a meeting if all of the members of the Board or the committee consent in writing to the adoption of a resolution authorizing such action. The resolution and written consents thereto shall be filed with the minutes of the proceedings of the Board, or the committee. ARTICLE VI ADVISORY BOARD The Board may, by resolution, authorize the Executive Director or the President to establish an Advisory Board and appoint its members. The Advisory Board shall have the duties and responsibilities set forth in such resolution. The members of the Advisory Board shall serve at the pleasure of the Board and shall not have the right to vote on any matter affecting the Corporation. The members of the Advisory Board shall be individuals having expertise in areas related to the activities and purposes of the Corporation who are willing to assist and advise the Corporation from time to time when called upon. The members of the Advisory Board need not 4
be Members of the Corporation. The Advisory Board shall serve without compensation, but may be reimbursed for expenses incurred in the performance of duties for the Corporation. Nothing herein contained shall be construed to preclude any Advisory Board member from serving the Corporation in any other capacity and receiving compensation therefore. The Advisory Board shall not be required to hold any meetings or to attend meetings of the Corporation s Board or the Steering Committee. In the event the Advisory Board holds meetings, all members of the Corporation s Board shall be invited to attend such meetings. The Executive Director or the President may establish such subcommittees of the Advisory Board as the Executive Director or the President may determine from time to time, and may appoint its members. ARTICLE VII COMMITTEES AND SUBCOMMITTEES Section 1. Organization. (a) By resolution adopted by a majority of the directors then in office, the Board may designate, and appoint members to one or more committees of the Board, including an Executive Committee. Each committee, other than the Executive Committee, shall consist of at least one director and such other Member or Members and/or officer or officers of the Corporation as the Board shall specify. Except as restricted by the Articles of Incorporation or by Act, each committee shall have and may exercise such power and authority as the Board or these Bylaws specify. Only the Executive Committee may exercise the power of the Board. (b) Each committee shall serve at the pleasure of the Board, and shall have such name as may be determined from time to time by resolution adopted by the Board. Each committee shall report their activities to the Board as appropriate. Section 2. Executive Committee. The Executive Committee shall consist of the Chair and President of the Corporation, and such other director or directors as the Board may designate. The Executive Committee shall have and may exercise all power and authority of the Board, except: (i) as may be limited by resolution of the Board, (ii) the Executive Committee shall have no authority to elect or remove from office directors or officers of the Corporation, and (iii) the Executive Committee shall have the power to alter, amend or repeal these Bylaws, or adopt Bylaws, only by unanimous vote of all members of the Executive Committee. Section 3. Subcommittees. (a) By resolution adopted by a majority of the directors then in office, the Board may establish one or more subcommittees of a Board committee, and appoint its members. Unless otherwise provided by the resolution, each subcommittee shall consist of at least one director and such other Member or Members as the Board shall specify. 5
(b) Each subcommittee shall serve at the pleasure of the Board, and shall have such name as may be determined from time to time by resolution adopted by the Board. Each subcommittee shall report its activities to the Board as appropriate. ARTICLE VIII OFFICERS Section 1. Officers. The Board shall have the power to appoint as officers a Chair of the Board, a President, a Secretary, a Treasurer, and such other officers as may be determined from time to time by the Board and prescribe the powers and duties of such of each and fill any vacancy which may incur in any such office. The Chair of the Board must be a director of the Corporation. Officers need not be Members of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary. Officers shall serve for a period of three years, unless a shorter time is specified by the Board, and shall be eligible for re-appointment. Appointed officers or agents shall have no vote on actions taken by the Board unless such individuals have been elected to the Board. No person who is an employee, officer, shareholder or partner of an investment adviser to a Fund shall be qualified to serve as an officer of the Corporation. Section 2. Chair of the Board of Directors. The Chair of the Board shall preside over all meetings of the Board. In the absence of the Chair, the President shall preside. Section 3. President. The President shall: (a) Serve as the chief executive officer of the Corporation, conduct the affairs of the Corporation and execute the policies established by the Board; (b) Present a report of the condition of the Corporation at the request of the Board; (c) Communicate to the Board such matters as deemed appropriate and make suggestions as may tend to promote the welfare of the Corporation; (d) Appoint such other officers or agents as the President may deem necessary or desirable, and may prescribe the powers and duties of each and may fill any vacancy which may occur in any such office; (e) Designate in writing, if necessary, that other officers have power to make and execute contracts and leases for/and in the name of the Corporation; (f) Be chair of and preside over meetings of the Executive Committee; 6
(g) Recommend to the Board the appointment of the Chair and members of standing and ad hoc committees; and (h) Have the general duties and powers of supervision and management usually vested in the office of a president of a scholarly organization, or as may be authorized by the Board. Section 4. Executive Director. The Executive Director shall: (a) Provide overall management and administration of the day-to-day affairs of the corporation and execute the policies established by the Board; (b) Present a report of the condition of the Corporation at the request of the Board; (c) Communicate to the Board such matters as deemed appropriate and make suggestions as may tend to promote the welfare of the corporation; (d) Appoint such other officers or agents as the Executive Director may deem necessary or desirable, and may prescribe the powers and duties of each and may fill any vacancy which may occur in any such office; (e) Designate in writing, if necessary, that other officers have power to make and execute contract and leases for/and in the name of the Corporation; (f) Recommend to the Board the appointment of the Chair and members of standing and ad hoc committees; and (g) Have the duties and powers as may be authorized by the Board from time to time. Section 5. Secretary. The Secretary shall: (a) Be responsible for recording the activities of the Corporation and maintain appropriate files, mailing lists and necessary records; (b) Maintain a list of all directors, committee and Advisory Board members; (c) Keep the minutes of the meetings of the Board, the Executive Committee and the Advisory Board, and cause them to be recorded in a book kept for that purpose; and (d) Perform such other duties as are customarily incident to the office of Secretary or as may be assigned by the President or the Board. Section 6. Treasurer. The Treasurer shall: (a) the Board; Receive all monies and securities, and deposit same in a depository approved by 7
(b) Keep records for the receipt and disbursement of all monies of the Corporation, approve all payments from allotted funds and draw checks therefor in accordance with policies established by the Board; (c) To the extent requested by the Board, prepare an annual budget under the direction of the President, for submission to the Board; (d) Prepare or cause to be prepared any and all tax returns required to be filed by the Corporation; and (e) Perform such other duties as are customarily incident to the office of Treasurer or may be assigned by the President or the Board; Section 7. Compensation. Compensation of the Executive Director shall be determined by the President of the Corporation and the compensation of the President shall be determined by the Executive Director. The Executive Director shall fix the salaries of the remaining officers and staff of the Corporation. Notwithstanding approval by the Executive Director or President, any amounts paid to an officer shall be reasonable and not inconsistent with the provisions of Section 501(c)(3) of the Code, or any other related sections. Section 8. Removal. An officer may be removed from office with or without cause by vote of a majority of directors then in office given at a regular meeting or any special meeting called for that purpose. Section 9. Resignation. Any officer may resign at any time by giving written notice of resignation to the Executive Director, President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective. ARTICLE IX FINANCES; AGENTS Section 1. the Corporation. Finances. The Board shall decide all matters pertaining to the finances of Section 2. Restriction of Fund Disbursements. The Board shall not permit the disbursement of Corporation funds for other than the conduct of the Corporation s activities in accordance with Section 501(c)(3) of the Code and related provisions. Section 3. Employment of Agents. The Board may employ or retain such persons including, but in no way limited to, accountants, attorneys, auditors or registrars as the Board deems necessary or advisable to carry out the functions of the Corporation. 8
ARTICLE X INSURANCE AND INDEMNIFICATION Section 1. No Personal Liability. The directors and officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation. Section 2. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another organization in which it has an interest, against any liability incurred by him or her in any such capacity, or arising out of the person s status as such, whether or not the Corporation would have the power to indemnify the insured against such liability. Section 3. Indemnification. The Corporation shall indemnify any current or former director or officer of the Corporation, and may, by resolution of the Board, indemnify any employee, for attorneys fees and such other costs and expenses, including judgments, incurred in connection with the defense of any action, suit, or proceeding in which the person is made a party by reason of having been a director, officer or employee of the Corporation, except in relation to matters as to which the person shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of the person s duty. Expenses incurred in defending an action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of agreement by the director, officer or employee to repay such amount if it shall be ultimately determined that the person is not entitled to be indemnified under the provisions of this Article. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a director, officer or employee may be entitled under any statute, Bylaw, agreement, vote of the Board or Directors or otherwise, and shall not restrict the power or the Corporation to make any indemnification permitted by law. The Board of Directors may take action necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time resolutions or contracts implementing such provisions or further indemnification arrangements as may be permitted by law. ARTICLE XI AMENDMENTS 9
These Bylaws may be altered, amended or repealed in whole or in part, and new Bylaws may be adopted, by a majority vote of the directors present at any regular or special meeting of the Board, provided notice of the proposed change is included in the notice of the meeting, or by the unanimous vote of all members of the Executive Committee. 10