BY-LAWS
OF
DREYFUS TREASURY CASH MANAGEMENT
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 established 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 other 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 a 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 following 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 thereof 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 Trustee 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
notice, 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 of 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 in their discretion appoint.
Officers 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 cash until he or she
sooner dies, resigns, is removed or becomes
disqualified. Each other officer shall hold office and
each agent shall retain authority 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 adviser 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 effective 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 resigning 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 a
they may deem desirable or as may from time to time be
required by the Trustees.
ARTICLE 6
Fiscal Year
Except as from time to time otherwise provided
by the Trustees, the fiscal year of the Trust shall end
on the last day of July in each year.
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 seal 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 Vice 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 case
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 authorized 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 the 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 for 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 interest 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 counsel 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 Person 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 interests 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
reckless 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 penalties), 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 ultimately 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 Covered 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 Trustees 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
ultimately 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 wilful 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
involves 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 Shareholders by reason of wilful 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 wilful
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 Shareholders by reason of
wilful 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
similar 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 under 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 Securities 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 has 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 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
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 advances
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 ultimately 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 meeting. If the meeting is a
meeting of the shareholders of one or more series of
shares, but not a meeting of all shareholders of the
Trust, then only the shareholders of such one or more
series 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 notice 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 Trustee. 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, whichever 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, at the applicants'
expense, 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 purposes of
determining the shareholders of any series 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 other 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 determining the shareholders of such series
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 period.
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 thereat 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 at it appears in the records
of the Trust. Such notice shall be given by the
Secretary 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 attorney 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 responsible to record the proceedings of
the meetings 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
adjournment of such meeting.
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: July 29, 1986