Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Articles Supplementary
On
As a result of the Trust's election to be subject to Section 3-803 of the MGCL,
the Board will be classified into three separate classes of trustees, with
trustees in each class generally serving three-year terms. The term of the Class
I trustee shall continue until the first annual meeting of shareholders after
the date on which the Trust becomes subject to Section 3-803 of the MGCL and
until his successor is elected and qualifies. The Class I trustee is
This summary is subject to and qualified in its entirety by reference to the text of the Articles Supplementary, which is included as Exhibit 3.1.1 to this filing and is incorporated in this Item 5.03 by reference.
Bylaws
On
Nominations by Qualified Shareholders
Shareholders may only propose trustee nominees if the shareholder is a "Qualified Shareholder."
A shareholder is a "Qualified Shareholder" if neither such shareholder nor (i) anyone acting in concert with such shareholder, (ii) any beneficial owner of the Trust shares owned by such shareholder or (iii) anyone that directly, or indirectly controls, is controlled by or is under common control with such shareholder: (a) is a party adverse to the Trust or its subsidiaries in material legal proceedings, (b) has, or within the last five years has had, a Short Interest (as defined in the Second Amended and Restated Bylaws) or (c) is, or within the last five years has been, an employee, officer, director, manager, general partner or trustee of a person that is, or within the last 5 years has been, involved in a bankruptcy or insolvency proceeding as a debtor or had a receiver appointed by a court for its business or property.
A "Short Interest" is any direct or indirect participation in a hedging, derivative or other transaction, or any other agreement, arrangement, understanding or relationship, the effect or intent of which is to provide, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any Trust shares.
Shareholder Nominations of Independent Trustees
Shareholders may only propose trustee nominees if the nominee is an Independent Trustee (as defined in the Second Amended and Restated Bylaws).
An Independent Trustee: (i) is not an employee of
Minimum Number of Trustees
The Board must always have at least four trustees or, if greater, the minimum
number required by
Managing Trustees
If the Trust's Advisory Agreement with UMTH is in effect, the Board must include at least one individual designated for nomination by UMTH as a "Managing Trustee."
A Managing Trustee will not be an Independent Trustee. A Managing Trustee must
have been an employee of UMTH or involved in the day to day activities of the
Trust for at least one year. If the number of Trustees is increased, at least
20% of the Board must include Managing Trustees designated by UMTH.
Independent Trustees
If the Trust's Advisory Agreement with UMTH is in effect, the Board must include at least three Independent Trustees.
If the number of Trustees is increased, the number of Independent Trustees must
represent not less than a majority of the Board. Only an Independent Trustee is
eligible for election as a successor to an Independent Trustee. The current
Independent Trustees are
Release of Claims
A settlement, waiver or release by the Trust of material claims or rights in any legal proceeding must be approved by a majority of the disinterested trustees. A trustee is disinterested if neither he nor the shareholder that nominated him, if applicable, has any direct or indirect material interest in such legal proceeding (other than as a Trust shareholder).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
3.1.1 Articles Supplementary of
3.1.2 Second Amended and Restated Bylaws of
© Edgar Online, source