Exhibit No. 24(b)(2)
BY-LAWS
OF
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1. Agreement and Declaration of Trust. These By-Laws
shall be subject to the Agreement and Declaration of Trust, as from time to
time in effect (the "Declaration of Trust"), of the above-captioned
Massachusetts business trust es tablished by the Declaration of Trust (the
"Trust").
1.2. Principal Office of the Trust. The principal office of
the Trust shall be located in New York, New York. Its resident agent in
Massachusetts shall be CT Corporation System, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, or such oth er person as the Trustees from time to time may
select.
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
from time to time may determine, provided that notice of the first regular
meeting followi ng 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 President or the Treasurer or by two or more Trustees, sufficient
notice the reof being given to each Trustee by the Secretary or an Assistant
Secretary or by the officer or the Trustees calling the meeting.
2.3. Notice of Special Meetings. 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 at least twenty-four hours before the meeting
addressed to the Trust ee 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 n otice, executed by him or her
before or after 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 o f a meeting
nor a waiver of a notice need specify the purposes of the meeting.
2.4. Notice of Certain Actions by Consent. If in accordance
with the provisions of the Declaration of Trust any action is taken by the
Trustees by a written consent of less than all of the Trustees, then prompt
notice of any such action shall be furnished to each Trustee who did not
execute such written consent, provided that the effectiveness of such action
shall not be impaired by any delay or failure to furnish such notice.
ARTICLE 3
Officers
3.1. Enumeration; Qualification. The officers of the Trust
shall be a President, a Treasurer, a Secretary, and such other officers, if
any, as the Trustees from time to time may in their discretion elect. The
Trust also may have such agents as the Trustees from time to time may in their
discretion appoint. An officer may be but need not be a Trustee or
shareholder. Any two or more offices may be held by the same person.
3.2. Election. The President, the Treasurer and the
Secretary shall be elected by the Trustees upon the occurrence of any vacancy
in any such office. Other officers, if any, may be elected or appointed by the
Trustees at any time . Vacancies in any such other office may be filled at any
time.
3.3. Tenure. The President, Treasurer and Secretary shall
hold office 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 authori ty at the pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of these By-
Laws, 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 commonly are
incident to the office occupied by him or her as if the Trust were organized as
a Massachusetts business corporation or such other duties and powers as the
Trustees may from time to time designate.
3.5. President. Unless the Trustees otherwise provide, the
President shall preside at all meetings of the shareholders and of the
Trustees. Unless the Trustees otherwise provide, the President shall be the
chief executive officer .
3.6. Treasurer. The Treasurer shall be the chief financial
and accounting officer of the Trust, and, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment ad viser or manager, or transfer, shareholder servicing
or similar agent, shall be in charge of the valuable papers, 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.
3.7. Secretary. The Secretary shall record all proceedings
of the shareholders and the Trustees in 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 Secretary from any meeting of the shareholders or Trustees, an
Assistant Secretary, or if there be none or if he or she is absent, a
temporary Secretary chosen at such meeting shall record the proceedings
thereof in the aforesaid books.
3.8. Resignations and Removals. Any Trustee or officer may
resign at any time by written instrument signed by him or her and delivered to
the President or Secretary or to a meeting of the Trustees. Such resignation
shall be effec tive upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by them with or without
cause. Except to the extent expressly provided in a written agreement with the
Trust, no Trustee or officer r esigning 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. Appointment. The Trustees may appoint from their
number an executive committee and other committees. Except as the Trustees
otherwise may determine, any such committee may make rules for conduct of its
business.
4.2. 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).
ARTICLE 5
Reports
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 ma y from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
The fiscal year of the Trust shall be fixed, and shall be
subject to change, by the Board of Trustees.
ARTICLE 7
Seal
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 se al shall not be necessary to be placed on, and in 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 Papers
Except as the Trustees generally or in particular cases may
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, any Vic e President, or by the Treasurer and need not bear the
seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1. Sale of Shares. Except as otherwise determined by the
Trustees, the Trust will issue and sell for cash or securities from time to
time, full and fractional shares of its shares of beneficial interest, such
shares to be issued and sold at a price of not less than net asset value per
share as from time to time determined in accordance with the Declaration of
Trust and these By-Laws and, in the case of fractional shares, at a
proportionate reduction in such price. In the c ase of shares sold for
securities, such securities shall be valued in accordance with the provisions
for determining value of assets of the Trust as stated in the Declaration of
Trust and these By-Laws. The officers of the Trust are severally author ized
to take all such actions as may be necessary or desirable to carry out this
Section 9.1.
9.2. Share Certificates. In lieu of issuing certificates
for shares, the Trustees or the transfer agent either may 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, for all purposes hereunder,
be deemed 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.
The Trustees at any time may authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a
certificate stating the number of shares owned by him, in such form as shall
be prescribed from time to time by the Trustees. Such certificate shall be
signed by the President or Vice President and by the Treasurer or Assistant
Treasurer. Such signatures may be facsimile 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 th e same effect as
if he or she were such officer at the time of its issue.
9.3. Loss of Certificates. The Trust, or if any transfer
agent is appointed for the Trust, the transfer agent with the approval of any
two officers of the Trust, is authorized to issue and countersign replacement
certificates for the shares of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity in such form and
with such security, if any, as the Trustees may require.
9.4. Discontinuance of Issuance of Certificates. The
Trustees at any time may discontinue the issuance of share certificates and by
written notice to each shareholder, may require the surrender of share
certificates to the Trust f or cancellation. Such surrender and cancellation
shall not affect the ownership of shares in the Trust.
ARTICLE 10
Indemnification
10.1. Trustees, Officers, etc. The Trust shall indemnify each
of its Trustees and officers (including persons who serve at the Trust's
request as directors, officers or trustees of another organization in which the
Trust has any inte rest as a shareholder, creditor or otherwise) (hereinafter
referred to as a "Covered Person") against all liabilities and expenses,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and c ounsel fees reasonably incurred by
any Covered Person in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Pers on may be or may
have been involved as a party or otherwise or with which such person may be or
may have been threatened, while in office or thereafter, by reason of being or
having been such a Trustee or officer, except with respect to any matter as to
which such Covered Person shall have been finally adjudicated in a decision on
the merits in any such action, suit or other proceeding not to have acted in
good faith in the reasonable belief that such Covered Person's action was in
the best inte rests of the Trust and except that no Covered Person shall be
indemnified against any liability to the Trust or its Shareholders to which
such Covered Person would otherwise be subject by reason of wilful misfeasance,
bad faith, gross negligence or r eckless disregard of the duties involved in
the conduct of such Covered Person's office. Expenses, including counsel fees
so incurred by any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or p enalties), may be
paid from time to time by the Trust in advance of the final disposition or any
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such Covered Person to repay amounts so paid to the Trust if it is ulti
mately determined that indemnification of such expenses is not authorized under
this Article, provided that (a) such Covered Person shall provide security for
his undertaking, (b) the Trust shall be insured against losses arising by
reason of such Co vered Person's failure to fulfill his undertaking, or (c) a
majority of the Trustees who are disinterested persons and who are not
Interested Persons (as that term is defined in the Investment Company Act of
1940) (provided that a majority of such Tr ustees then in office act on the
matter), or independent legal counsel in a written opinion, shall determine,
based on a review of readily available facts (but not a full trial-type
inquiry), that there is reason to believe such Covered Person ultima tely will
be entitled to indemnification.
10.2. Compromise Payment. As to any matter disposed of
(whether by a compromise payment, pursuant to a consent decree or otherwise)
without an adjudication in a decision on the merits by a court, or by any
other body before which the proceeding was brought, that such Covered Person
either (a) did not act in good faith in the reasonable belief that such
Covered Person's action was in the best interests of the Trust or (b) is
liable to the Trust or its Shareholders by reason of wi llful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office, indemnification shall be provided if
(a) approved as in the best interest of the Trust, after notice that it i
nvolves such indemnification, by at least a majority of the Trustees who are
disinterested persons and are not Interested Persons (provided that a majority
of such Trustees then in office act on the matter), upon a determination, based
upon a review of readily available facts (but not a full trial-type inquiry)
that such Covered Person acted in good faith in the reasonable belief that such
Covered Person's action was in the best interests of the Trust and is not
liable to the Trust or its Shareh olders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a review of readily
available facts (but not a full trial-type inquiry) to the effect that such
Covered Person appears to have acted in good faith in the reasonable belief
that such Covered Person's action was in the best interests of the Trust and
that such indemnification would not protect such Covered Person against any
liability to the Trust to which such Covered Person would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office. Any approval
pursuant to this Section shall not prevent the recovery from any Covered Person
of any amount paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently adjudicated by a court
of competent jurisdiction not to have acted in good faith in the reasonable
belief that such Covered Person's action was in the best interests of the Trust
or to have been liable to the Trust or its share holders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office.
10.3 Indemnification Not Exclusive. The right of
indemnification hereby provided shall not be exclusive of or affect any other
rights to which any such Covered Person may be entitled. As used in this
Article 10, the term "Covered Person" shall include such person's heirs,
executors and administrators, and a "disinterested person" is a person against
whom none of the actions, suits or other proceedings in question or another
action, suit, or other proceeding on the same or si ▇▇▇▇▇ grounds is then or
has been pending. Nothing contained in this article shall affect any rights
to indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise und er
law, nor the power of the Trust to purchase and maintain liability insurance
on behalf of such person.
10.4. Limitation. Notwithstanding any provisions in the
Declaration of Trust and these By-Laws pertaining to indemnification, all such
provisions are limited by the following undertaking set forth in the rules
promulgated by the Secu rities and Exchange Commission:
In the event that a claim for indemnification is asserted by a Trustee,
officer or controlling person of the Trust in connection with the registered
securities of the Trust, the Trust will not make such indemnification unless
(i) the Trust ha s submitted, before a court or other body, the question of
whether the person to be indemnified was liable by reason of wilful
misfeasance, bad faith, gross negligence, or reckless disregard of duties, and
has obtained a final decision on the merits that such person was not liable by
reason of such conduct or (ii) in the absence of such decision, the Trust shall
have obtained a reasonable determination, based upon a review of the facts,
that such person was not liable by virtue of such conduct, by (a) the vote of a
majority of Trustees who are neither interested persons as such term is defined
in the Investment Company Act of 1940, nor parties to the proceeding or (b) an
independent legal counsel in a written opinion.
The Trust will not advance attorneys' fees or other expenses incurred
by the person to be indemnified unless the Trust shall have (i) received an
undertaking by or on behalf of such person to repay the advance unless it is
ultimately determin ed that such person is entitled to indemnification and one
of the following conditions shall have occurred: (x) such person shall provide
security for his undertaking, (y) the Trust shall be insured against losses
arising by reason of any lawful adv ances or (z) a majority of the
disinterested, non-party Trustees of the Trust, or an independent legal counsel
in a written opinion, shall have determined that based on a review of readily
available facts there is reason to believe that such person u ltimately will be
found entitled to indemnification.
ARTICLE 11
Shareholders
11.1. Meetings. A meeting of the shareholders shall be called
by the Secretary whenever ordered by the Trustees, or requested in writing by
the holder or holders of at least 10% of the outstanding shares entitled to
vote at such meet ing. If the meeting is a meeting of the shareholders of one
or more series or class of shares, but not a meeting of all shareholders of the
Trust, then only the shareholders of such one or more series or classes shall
be entitled to notice of and to vote at the meeting. If the Secretary, when so
ordered or requested, refuses or neglects for more than five days to call such
meeting, the Trustees, or the shareholders so requesting may, in the name of
the Secretary, call the meeting by giving not ice thereof in the manner
required when notice is given by the Secretary.
11.2. Access to Shareholder List. Shareholders of record may
apply to the Trustees for assistance in communicating with other shareholders
for the purpose of calling a meeting in order to vote upon the question of
removal of a Truste e. When ten 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 $25,000 or at least
1% of the outstanding shares, which ever is less, so apply, the Trustees shall
within five business days either:
(i) afford to such applicants access to a list of
names and addresses of all shareholders as recorded on the books of the Trust;
or
(ii) inform such applicants of the approximate
number of shareholders of record and the approximate cost of mailing material
to them and, within a reasonable time thereafter, mail, materials submitted by
the applicants, to all such shareholders of record. The Trustees shall not be
obligated to mail materials which they believe to be misleading or in violation
of applicable law.
11.3. Record Dates. For the purpose of determining the
shareholders of any series or class 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 ot her distribution, the Trustees from time to time may
fix a time, which shall be not more than 90 days before the date of any meeting
of shareholders or the date of payment of any dividend or of any other
distribution, as the record date for determini ng the shareholders of such
series or class 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 such purposes close the register or transfer books for all or part of such
perio d.
11.4. Place of Meetings. All meetings of the shareholders
shall be held at the principal office of the Trust or at such other place
within the United States as shall be designated by the Trustees or the
President of the Trust.
11.5. Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of the meeting,
shall be given at least ten days before the meeting to each shareholder
entitled to vote th ereat by leaving such notice with him or at his residence
or usual place of business or by mailing it, postage prepaid, and addressed to
such shareholder at his address as it appears in the records of the Trust.
Such notice shall be given by the Sec retary or an Assistant Secretary or by an
officer designated by the Trustees. No notice of any meeting of shareholders
need be given to a shareholder if a written waiver of notice, executed before
or after the meeting by such shareholder or his atto rney thereunto duly
authorized, is filed with the records of the meeting.
11.6. Ballots. No ballot shall be required for any election
unless requested by a shareholder present or represented at the meeting and
entitled to vote in the election.
11.7. Proxies. Shareholders entitled to vote may vote either
in person or by proxy in writing dated not more than six months before the
meeting named therein, which proxies shall be filed with the Secretary or other
person responsibl e to record the proceedings of the meeting before being
voted. Unless otherwise specifically limited by their terms, such proxies
shall entitle the holders thereof to vote at any adjournment of such meeting
but shall not be valid after the final adj ournment of such meeting. The
placing of a shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by s
uch shareholder shall constitute execution of such proxy by or on behalf of
such shareholder.
ARTICLE 12
Amendments to the By-Laws
These By-Laws 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.
Dated: May 2, 1997