bylaws

EX-3 6 bylaws.htm BY-LAWS bylaws

EXHIBIT 23(b)
OPPENHEIMER GLOBAL FUND

BY-LAWS
(as amended through December 14, 2000)

ARTICLE I

SHAREHOLDERS

Section 1. Place of Meeting. All meetings of the Shareholders (which terms as
used herein shall, together with all other terms defined in
the Declaration of Trust, have the same meaning as in the Declaration of Trust)
shall be held at the principal office of the Trust or at such other place as may
from time to time be designated by the Board of Trustees and stated in the
notice of meeting.

Section 2. Shareholder Meetings. Meetings of the Shareholders for any purpose or
purposes may be called by the Chairman of the Board of
Trustees, if any, or by the President or by the Board of Trustees and shall be
called by the Secretary upon receipt of the request in writing signed by
Shareholders holding not less than one third in amount of the entire number of
Shares issued and outstanding and entitled to vote thereat. Such request shall
state the purpose or purposes of the proposed meeting. In addition, meetings of
the Shareholders shall be called by the Board of Trustees upon receipt of the
request in writing signed by Shareholders that hold in the aggregate not less
than ten percent in amount of the entire number of Shares issued and outstanding
and entitled to vote thereat, stating that the purpose of the proposed meeting
is the removal of a Trustee.

Section 3. Notice of Meetings of Shareholders. Written or printed notice of
every meeting of Shareholders, stating
the time and place thereof (and the general nature of the business proposed to
be transacted at any special or extraordinary meeting), shall be given to each
Shareholder entitled to vote at such meeting by leaving the same with each
Shareholder at the Shareholder's residence or usual place of business or by
mailing it, postage prepaid and addressed to the Shareholder's address as it
appears upon the books of the Fund. In lieu thereof, such notice also may be
delivered by such other means, for example electronic delivery, to the extent
consistent with applicable laws.

No notice of the time, place or purpose of any meeting of Shareholders need be
given to any Shareholder who attends in person or by proxy or to any Shareholder
who, in writing executed and filed with the records of the meeting, either
before or after the holding thereof, waives such notice.

Section 4. Record Dates. The Board of Trustees may fix, in advance, a record
date for the determination of the Shareholders entitled to notice
of and to vote at any meeting of Shareholders and Shareholders entitled to
receive any dividend payment or allotment of rights, as the case may be. Only
Shareholders of record on such date and entitled to receive such dividends or
rights shall be entitled to notice of and to vote at such meeting or to receive
such dividends or rights, as the case may be.

Section 5. Access to Shareholder List. The Board of Trustees shall make
available a list of the names and addresses of all
shareholders as recorded on the books of the Trust, upon receipt of the request
in writing signed by not less than ten Shareholders of the Trust (who have been
such for at least six months) holding in the aggregate the lesser of (i) Shares
valued at $25,000 or more at current offering price (as defined in the Trust's
Prospectus), or (ii) one percent in amount of the entire number of shares of the
Trust issued and outstanding; such request must state that such Shareholders
wish to communicate with other Shareholders with a view to obtaining signatures
to a request for a meeting pursuant to Section 2 of Article II of these By-Laws
and accompanied by a form of communication to the Shareholders. The Board of
Trustees may, in its discretion, satisfy its obligation under this Section 5 by
either making available the Shareholder List to such Shareholders at the
principal offices of the Trust, or at the offices of the Trust's transfer
agents, during regular business hours, or by mailing a copy of such
Shareholders' proposed communication and form of request, at their expense, to
all other Shareholders.

Section 6. Quorum, Adjournment of Meetings. The presence in person or by proxy
of the holders of record of more than 50% of the Shares of the stock of the
Trust issued and outstanding and entitled to vote thereat, shall constitute a
quorum at all meetings of the Shareholders. If at any meeting of the
Shareholders there shall be less than a quorum present, the Shareholders present
at such meeting may, without further notice, adjourn the same from time to time
until a quorum shall attend, but no business shall be transacted at any such
adjourned meeting except such as might have been lawfully transacted had the
meeting not been adjourned.

If a quorum is present but sufficient votes in favor of one or more proposals
have not been received, any of the persons named as proxies or attorneys-in-fact
may propose and approve one or more adjournments of the meeting to permit
further solicitation of proxies with respect to any proposal. All such
adjournments will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the meeting to be adjourned.
Prior to any such adjournment, any lawful business may be transacted.

Section 7. Voting and Inspectors. At all meetings of shareholders, every
shareholder of record entitled to vote at such meeting shall be entitled to vote
at such meeting either in person or by proxy. Proxies may be given by or on
behalf of a Shareholder in writing or by electronic means, including by
telephone, facsimile or via the Internet.

All elections of Trustees shall be had by a plurality of the votes cast and all
questions shall be decided by a majority of the votes cast, in each case at a
duly constituted meeting, except as otherwise provided in the Declaration of
Trust or in these By-Laws or by specific statutory provision superseding the
restrictions and limitations contained in the Declaration of Trust or in these
By-Laws.

At any election of Trustees, the Board of Trustees prior thereto may, or, if
they have not so acted, the Chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the Shares entitled to vote at such election
shall, appoint two inspectors of election who shall first subscribe an oath or
affirmation to execute faithfully the duties of inspectors at such election with
strict impartiality and according to the best of their ability, and shall after
the election make a certificate of the result of the vote taken. No candidate
for the office of Trustee shall be appointed such Inspector.

The Chairman of the meeting may cause a vote by ballot to be taken upon any
election or matter, and such vote shall be taken upon the request of the holders
of ten percent (10%) of the Shares entitled to vote on such election or matter.

Section 8. Conduct of Shareholders' Meetings. The meetings of the Shareholders
shall be presided over by the Chairman of the Board of Trustees, if any, or if
he shall not be present, by the President, or if he shall not be present, by a
Vice-President, or if neither the Chairman of the Board of Trustees, the
President nor any Vice-President is present, by a chairman to be elected at the
meeting. The Secretary of the Trust, if present, shall act as Secretary of such
meetings, or if he is not present, an Assistant Secretary shall so act, if
neither the Secretary nor an Assistant Secretary is present, then the meeting
shall elect is secretary.

Section 9. Concerning Validity of Proxies, Ballots, Etc. At every meeting of the
Shareholders, all proxies shall be received and taken in charge of and all
ballots shall be received and canvassed by the secretary of the meeting, who
shall decide all questions touching the qualification of voters, the validity of
the proxies, and the acceptance or rejection of votes, unless inspectors of
election shall have been appointed as provided in Section 7, in which event such
inspectors of election shall decide all such questions.

ARTICLE II

BOARD OF TRUSTEES

Section 1. Number and Tenure of Office. The business and property of the Trust
shall be conducted and managed by a Board of Trustees consisting of the number
of initial Trustees, which number may be increased or decreased as provided in
Section 2 of this Article. Each Trustee shall, except as otherwise provided
herein, hold office until the meeting of Shareholders of the Trust next
succeeding his election or until his successor is duly elected and qualifies.
Trustees need not be Shareholders.

Section 2. Increase or Decrease in Number of Trustees; Removal. The Board of
Trustees, by the vote of a majority of the entire Board, may increase the number
of Trustees to a number not exceeding fifteen, and may elect Trustees to fill
the vacancies occurring for any reason, including vacancies created by any such
increase in the number of Trustees until the next annual meeting or until their
successors are duly elected and qualify; the Board of Trustees, by the vote of a
majority of the entire Board, may likewise decrease the number of Trustees to a
number not less than three but the tenure of office of any Trustee shall not be
affected by any such decrease. In the event that after the proxy material has
been printed for a meeting of Shareholders at which Trustees are to be elected
and any one or more nominees named in such proxy material dies or become
incapacitated, the authorized number of Trustees shall be automatically reduced
by the number of such nominees, unless the Board of Trustees prior to the
meeting shall otherwise determine.

Any Trustee may resign or retire as Trustee by written instrument signed by him
and delivered to the other Trustees or to any officer of the Trust, and such
resignation or retirement shall take effect upon such delivery or upon such
later date as is specified in such instrument and shall be effective as to the
Trust and each Series of the Trust hereunder. Notwithstanding the foregoing, any
and all Trustees, other than an Independent Trustee who was a Trustee (whether
or not Independent) on the date of the adoption of the Trust's Retirement Plan
for Non-Interested Trustees or Directors, shall be subject to the provisions
with respect to mandatory retirement set forth in the Retirement Plan, as the
same may be amended from time to time. A Trustee at any time may be removed
either with or without cause by resolution duly adopted by the affirmative votes
of the holders of the majority of the outstanding Shares of the Trust, present
in person or by proxy at any meeting of Shareholders at which such vote may be
taken, provided that a quorum is present. Any Trustee at any time may be removed
for cause by resolution duly adopted at any meeting of the Board of Trustees
provided that notice thereof is contained in the notice of such meeting and that
such resolution is adopted by the vote of at least two thirds of the Trustees
whose removal is not proposed. As used herein, "for cause" shall mean any cause
which under Massachusetts law would permit the removal of a Trustee of a
business trust.

Section 3. Place of Meeting. The Trustees may hold their meetings, have one
or more offices, and keep the books of the Trust outside Massachusetts, at
any office or offices of the Trust or at any other place as they may from
time to time by resolution determine, or, in the case of meetings, as they
may from time to time by resolution determine or as shall be specified or
fixed in the respective notices or waivers of notice thereof.

Section 4. Regular Meetings. Regular meetings of the Board of Trustees
shall be held at such time and on such notice, if any, as the Trustees may
from time to time determine. One such regular meeting during each fiscal
year of the Trust shall be designated an annual meeting of the Board of
Trustees.

Section 5. Special Meetings. Special meetings of the Board of Trustees
may be held from time to time upon call of the Chairman of the Board
of Trustees, if any, the President or two or more of the Trustees, by
oral, telegraphic or written notice duly served on or sent or mailed
to each Trustee not less than one day before such meeting. No notice
need be given to any Trustee who attends in person or to any Trustee
who in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice. Such
notice or waiver of notice need not state the purpose or purposes of
such meeting.

Section 6. Quorum. One-third of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a
quorum shall in no case be less than two Trustees. If at any meeting
of the Board there shall be less than a quorum present (in person or
by open telephone line, to the extent permitted by the Investment
Company Act of 1940 (the "1940 Act")), a majority of those present may
adjourn the meeting from time to time until a quorum shall have been
obtained. The act of the majority of the Trustees present at any
meeting at which there is a quorum shall be the act of the Board,
except as may be otherwise specifically provided by statute, by the
Declaration of Trust or by these By-Laws.

Section 7. Executive Committee. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from
the Trustees an Executive Committee to consist of such number of
Trustees as the Board may from time to time determine. The Board
of Trustees by such affirmative vote shall have power at any time
to change the members of such Committee and may fill vacancies in
the Committee by election from the Trustees. When the Board of
Trustees is not in session, the Executive Committee shall have
and may exercise any or all of the powers of the Board of
Trustees in the management of the business and affairs of the
Trust (including the power to authorize the seal of the Trust to
be affixed to all papers which may require it) except as provided
by law and except the power to increase or decrease the size of,
or fill vacancies on the Board. The Executive Committee may fix
its own rules of procedure, and may meet, when and as provided by
such rules or by resolution of the Board of Trustees, but in
every case the presence of a majority shall be necessary to
constitute a quorum. In the absence of any member of the
Executive Committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a member of
the Board of Trustees to act in the place of such absent member.

Section 8. Other Committees. The Board of Trustees, by the
affirmative vote of a majority of the entire Board, may appoint
other committees which shall in each case consist of such number
of members (not less than two) and shall have and may exercise
such powers as the Board may determine in the resolution
appointing them. A majority of all members of any such committees
may determine its action, and fix the time and place of its
meetings, unless the Board of Trustees shall otherwise provide.
The Board of Trustees shall have power at any time to change the
members and powers of any such committee, to fill vacancies, and
to discharge any such committee.

Section 9. Informal Action by and Telephone Meetings of
Trustees and Committees. Any action required or permitted to
be taken at any meeting of the Board of Trustees or any
committee thereof may be taken without a meeting, if a
written consent to such action is signed by all members of
the Board, or of such committee, as the case may be.
Trustees or members of a committee of the Board of Trustees
may participate in a meeting by means of a conference
telephone or similar communications equipment; such
participation shall, except as otherwise required by the
1940 Act, have the same effect as presence in person.

Section 10. Compensation of Trustees. Trustees shall be
entitled to receive such compensation from the Trust for
their services as may from time to time be voted by the
Board of Trustees.

Section 11. Dividends. Dividends or distributions payable on
the Shares of any Series of the Trust may, but need not be,
declared by specific resolution of the Board as to each
dividend or distribution; in lieu of such specific
resolutions, the Board may, by general resolution, determine
the method of computation thereof, the method of determining
the Shareholders of the Series to which they are payable and
the methods of determining whether and to which Shareholders
they are to be paid in cash or in additional Shares.

ARTICLE III

OFFICERS

Section 1. Executive Officers. The executive officers of the Trust may include a
Chairman of the Board of Trustees, and shall include a President, one or more
Vice-Presidents (the number thereof to be determined by the Board of Trustees),
a Secretary and a Treasurer. The Chairman of the Board of Trustees, if any, and
the President shall be selected from among the Trustees. The Board of Trustees
may also in its discretion appoint Assistant Secretaries, Assistant Treasurers,
and other officers, agents and employees, who shall have authority and perform
such duties as the Board or the Executive Committee may determine. The Board of
Trustees may fill any vacancy which may occur in any office. Any two offices,
except those of the President and Vice-President, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law or these By-Laws
to be executed, acknowledged or verified by two or more officers.

Section 2. Term of Office. The term of office of all officers shall be until
their respective successors are chosen and qualify; however, any officer may
be removed from office at any time with or without
cause by the vote of a majority of the entire Board of Trustees.

Section 3. Powers and Duties. The officers of the Trust shall
have such powers and duties as generally pertain to their
respective offices, as well as such powers and duties as may from
time to time be conferred by the Board of Trustees or the
Executive Committee.

ARTICLE IV

Section 1. Share Certificates. Each Shareholder of any Series of
the Trust may be issued a certificate or certificates for his
Shares of that Series, in such form as the Board of Trustees may
from time to time prescribe, but only if and to the extent and on
the conditions described by the Board.

Section 2. Transfer of Shares. Shares of any Series shall be
transferable on the books of the Trust by the holder thereof in
person or by his duly authorized attorney or legal
representative, upon surrender and cancellation of certificates,
if any, for the same number of Shares of that Series, duly
endorsed or accompanied by proper instruments of assignment and
transfer, with such proof of the authenticity of the signature as
the Trust or its agents may reasonably require; in the case of
shares not represented by certificates, the same or similar
requirements may be imposed by the Board of Trustees.

Section 3. Share Ledgers. The share ledgers of the Trust,
containing the name and address of the Shareholders of each
Series of the Trust and the number of shares of that Series, held
by them respectively, shall be kept at the principal offices of
the Trust or, if the Trust employs a transfer agent, at the
offices of the transfer agent of the Trust.

Section 4. Lost, Stolen or Destroyed Certificates. The Board of
Trustees may determine the conditions upon which a new
certificate may be issued in place of a certificate which is
alleged to have been lost, stolen or destroyed; and may, in their
discretion, require the owner of such certificate or his legal
representative to give bond, with sufficient surety to the Trust
and the transfer agent, if any, to indemnify it and such transfer
agent against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of the ones
so lost, stolen or destroyed.

ARTICLE V

SEAL

The Board of Trustees shall provide a suitable seal of the Trust,
in such form and bearing such inscriptions as it may determine.

ARTICLE VI

FISCAL YEAR

The fiscal year of the Trust shall be fixed by the Board of Trustees.

ARTICLE VII

AMENDMENT OF BY-LAWS

The By-Laws of the Trust may be altered, amended, added to or
repealed by the Shareholders or by a majority vote of the entire
Board of Trustees, but any such alteration, amendment, addition
or repeal of the By-Laws by action of the Board of Trustees may
be altered or repealed by the Shareholders.