Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485APOS Post-Effective Amendment 68± 289K
2: EX-23 Consent of Experts or Counsel 1 7K
3: EX-24 Power of Attorney 9 27K
4: EX-99.B1 Miscellaneous Exhibit 7± 24K
11: EX-99.B13 Miscellaneous Exhibit 1 6K
12: EX-99.B15 Miscellaneous Exhibit 10± 37K
5: EX-99.B2 Miscellaneous Exhibit 9± 33K
6: EX-99.B5 Miscellaneous Exhibit 5± 22K
7: EX-99.B5A Miscellaneous Exhibit 7± 28K
8: EX-99.B5B Miscellaneous Exhibit 7± 27K
9: EX-99.B7 Miscellaneous Exhibit 5± 20K
10: EX-99.B9B Miscellaneous Exhibit 4± 19K
EX-99.B1 — Miscellaneous Exhibit
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ARTICLES OF INCORPORATION
OF
CALVERT NEW WORLD FUND, INC.
ARTICLE I
THE UNDERSIGNED, William M. Tartikoff, Esq., whose business address is 4550
Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814, and who is at least
18 years of age, hereby acts as an incorporator under and by virtue of the
General Corporation Law of the State of Maryland authorizing the formation of
corporations.
ARTICLE II
NAME
----
The name of the Corporation is CALVERT NEW WORLD FUND, INC. (the "Fund" or
"Corporation").
ARTICLE III
PURPOSE AND POWERS
------------------
The purpose for which the Corporation is formed and the business to be
transacted, carried on and promoted by it are as follows:
1. To conduct and carry on the business of an investment company of the
management type.
2. To hold, invest and reinvest its assets in securities or other
investments, and in connection with those investments to hold part or all of its
assets in cash.
3. To issue and sell shares of its own capital stock in such amounts and on
such terms and conditions, for such purposes and for such amount or kind of
consideration permitted by the Maryland General Corporation Law and by these
Articles of Incorporation, as its Board of Directors may determine.
4. To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the shareholders
of the Corporation) shares of its capital stock, in any manner and to the extent
permitted by the Maryland General Corporation Law and by these Articles of
Incorporation.
5. To engage in any or all other lawful business for which corporations may
be incorporated under the Maryland General Corporation Law.
6. To do any and all such further acts or things to exercise any and all
such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of any of the foregoing purposes or objects.
The Corporation is authorized to exercise and enjoy all the powers, rights
and privileges granted to, or conferred on, corporations by the Maryland General
Corporation Law, and the enumeration of the foregoing does not exclude any
powers, rights or privileges so granted or conferred.
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
-----------------------------------
The address of the principal office of the Corporation in the State of
Maryland is 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814. The
resident agent of the Corporation is William M. Tartikoff, Esq., at the same
address.
ARTICLE V
CAPITAL STOCK
-------------
The total number of shares of capital stock that the Corporation has
authority to issue is TWO BILLION shares of the par value of One Cent ($0.01)
per share and of the aggregate par value of TWENTY MILLION DOLLARS
($20,000,000). Two Hundred Fifty Million (250,000,000) of such shares will be
issued as common stock of the series designated Calvert New Africa Fund. The
balance of One Billion Seven Hundred Fifty Million (1,750,000,000) shares may be
issued in any series or class, each comprising such number of shares and having
such preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as will be determined from time to time by resolution of the Board of
Directors, to whom authority to take such action is hereby expressly granted
(all without the vote or consent of the shareholders of the Corporation).
1. The Board of Directors is hereby authorized (subject to applicable law)
to change the designation of any series, and to increase or decrease the number
of shares of any series, except that the number of shares may not be decreased
below the number of shares then outstanding. The Board may classify or
reclassify any series into one or more classes. Authority granted to the Board
by these Articles to act with respect to any series of the Fund shall be equally
applicable to any class of shares of any series.
2. The holders of each share of stock of the Corporation are entitled to one
vote for each full share, and a fractional vote for each fractional share of
stock, irrespective of series, then recorded in the shareholder's name on the
books of the Corporation. On any matter submitted to a vote of the shareholders,
all shares of the Corporation then issued and outstanding and entitled to vote
will be voted in the aggregate and not by series except (i) when otherwise
required by law; and (ii) if the Board of Directors, in its sole discretion,
determines that any matter concerns only one or more particular series or class,
it may direct that only holders of that or those series or classes may vote on
the matter.
3. The Corporation may issue shares of stock in fractional denominations to
the same extent as its whole shares. Fractional shares have proportionate rights
including, without limitation, the right to vote, receive dividends and
distributions and the right to participate upon liquidation of the Corporation.
No stock certificates will be issued to represent fractional shares.
4. Each series has the following powers, preferences or other special
rights, with the qualifications, restrictions, and limitations thereof as noted:
(a) Except as may be otherwise provided in these Articles, all consideration
the Corporation receives for the issue or sale of shares of a particular series
belongs to that series alone, subject only to the rights of creditors.
Consideration includes all assets in which the consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of the assets, and any
funds or payments derived from any reinvestment of the proceeds in whatever
form.
(b) The Board of Directors in its discretion may periodically declare and
pay dividends or distributions, in stock or in cash, on any or all series or
classes of shares. The Board will determine whether to make a distribution and,
if so, the amount of the distribution, giving due consideration to the interests
of each series and the Corporation as a whole.
(i) Dividends or distributions on shares of any series of stock will be paid
only out of surplus or other lawfully available assets determined by the Board
of Directors as belonging to that series.
(ii) The Board of Directors has the power in its discretion to distribute
dividends, including dividends in amounts sufficient in the Board's opinion to
enable the Corporation to qualify as a "regulated investment company" under the
federal tax laws, and accordingly to avoid liability for the Corporation for
federal income tax in that year. The distribution of dividends includes
dividends designated in whole or in part as capital gains distributions.
(c) The allocation of assets and liabilities to a given series is determined
by the Board of Directors, and may be delegated to the advisor of the Fund or
its affiliates. Any decision of the Board as to the allocation of assets and
liabilities is final. The assets belonging to any series of stock will generally
be charged with the liabilities of that series and with its allocable portion of
the overall liabilities of the Corporation.
(d) In the event of the liquidation of the Corporation, the shareholders of
each series will be entitled to receive, as a series, the net excess of assets
over liabilities as allocable to that series. Such assets will be distributed to
shareholders in proportion to the number of shares held and recorded on the
books of the Corporation. Assets not readily identifiable as belonging to any
particular series will be allocated by or under the supervision of the Board of
Directors, and the decision with regard to the allocation will be conclusive and
binding for all purposes.
(e) The Corporation's shares of stock are issued and sold subject to the
provisions of these Articles of Incorporation and the Fund's Bylaws.
ARTICLE VI
PROVISIONS FOR DEFINING, LIMITING, AND REGULATING
CERTAIN POWERS OF THE CORPORATION AND OF
THE DIRECTORS AND SHAREHOLDERS
---------------------------------
1. Initially, the Corporation will have one director. This number may be
increased pursuant to the Bylaws of the Corporation but will never be less than
the minimum number required by the Maryland General Corporation Law. Clifton S.
Sorrell, Jr. will act as director until the first meeting or until his
successors are duly elected and qualify.
2. The Board of Directors of the Corporation is hereby empowered to
authorize the periodic issuance of shares of capital stock for consideration it
deems advisable (without the vote or consent of the shareholders of the
Corporation).
3. No holder of shares of the Corporation has any right to purchase or
subscribe for shares of the capital stock of the Corporation or any other
security of the Corporation which it may issue or sell other than what the Board
of Directors in its discretion determines to offer.
4. The Board of Directors will manage the business and affairs of the
Corporation, and may exercise all powers of the Corporation except those powers
which are by law, by these Articles of Incorporation or by the Bylaws conferred
on or reserved to the shareholders. In furtherance and not in limitation of the
powers conferred by law, the Board of Directors has the power:
(a) to make, alter and repeal Bylaws of the Corporation.
(b) to set apart, out of assets of the Corporation available for dividends,
reserves for working capital or for any other proper purpose, and to reduce,
abolish or add to any reserve as the Board of Directors deems in the best
interest of the Corporation. The Board will determine in its discretion what
part of the assets of the Corporation, available for dividends in excess of any
reserve, will be declared in dividends and paid to the shareholders of the
Corporation.
5. Notwithstanding any provision of the Maryland General Corporation Law
requiring a greater proportion than a majority of the votes of all series or
class of any series of the Corporation's stock entitled to be cast in order to
take or authorize any action, any action may be taken or authorized upon the
concurrence of a majority of the aggregate number of votes entitled to be cast
subject to applicable laws and regulations, or rules or orders of the Securities
and Exchange Commission or any successor regulator.
6. Regarding the following items, any determination made by or pursuant to
the direction of the Board of Directors will be final and conclusive as long as
it is made in good faith and, so far as accounting matters are involved, in
accordance with generally accepted accounting principles. Such determinations
include:
- the amount and value of the assets, debts, obligations, or liabilities of
the Corporation;
- the amount of any reserves or charges set up and the propriety thereof;
- the time of or purpose for creating such reserves or charges;
- the use, alteration or cancellation of any reserves or charges (whether or
not any debt, obligation or liability for which such reserves or charges will
have been created have been paid or discharged or will be then or thereafter
required to be paid or discharged);
- the establishment or designation of procedures or methods to be employed
for valuing any asset of the Corporation;
- the allocation of any asset of the Corporation to a particular series or
class of the Corporation's stock;
- the funds available for the declaration of dividends and the declaration
of dividends;
- the charging of any liability of the Corporation to a particular series or
class of the Corporation's stock;
- the number of shares of any series or class of the Corporation's
outstanding stock;
- the estimated expense to the Corporation in connection with purchases or
redemptions of its shares;
- the ability to liquidate investments in an orderly fashion; or any other
matters relating to the issue, sale, purchase or redemption or other acquisition
or disposition of investments or shares of the Corporation, or the determination
of net asset value per share of shares of any series or class of the
Corporation's stock.
ARTICLE VII
REDEMPTION OF SHARES
--------------------
1. Each holder of shares of capital stock of the Corporation will be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, at the redemption price of such shares as in effect,
subject to the right of the Board of Directors of the Corporation to suspend the
right of redemption of shares of capital stock of the Corporation or postpone
the time of payment of the redemption price in accordance with provisions of
applicable law. The redemption price of shares of capital stock of the
Corporation will be its net asset value as determined by, or pursuant to the
direction of, the Board of Directors of the Corporation in accordance with the
provisions of applicable law, less any redemption fee or other charge, if any,
as detailed in disclosure documents of the Fund as filed with the Securities and
Exchange Commission. Redemption is conditioned on the Corporation having funds
legally available for that purpose. Payment of the redemption price will be made
by the Corporation in cash or by check on current funds, or in assets other than
cash, at such time and in such manner as determined by the Board of Directors of
the Corporation.
2. If the Board of Directors determines that the net asset value per share
of any series or class of the Corporation's stock should remain constant, the
Corporation may declare, pay and credit as dividends periodically the net income
(which may include or give effect to realized and unrealized gains and losses,
as determined in accordance with the Corporation's accounting and portfolio
valuation policies) of the Corporation allocated to that series or class. If the
amount so determined for any day is negative, the Corporation may, without the
payment of monetary compensation but in consideration of the interest of the
Corporation and its shareholders in maintaining a constant net asset value per
share of the series, redeem pro rata from all the shareholders of record of
shares of the series or class at the time of the redemption (in proportion to
their respective holdings) the number of outstanding shares of the series or
class, or fractions thereof, as is required to permit the net asset value per
share of the series to remain constant.
3. If, in the sole determination of the Board of Directors, the continuation
of the offering of shares of any one or more series or classes is no longer in
the best interest of the Corporation, e.g., because market conditions have
changed, regulatory problems have developed, or participation in the series or
class is low, the Corporation may cease the offering of shares of the series or
class and may, by majority vote of the Board of Directors, require the
redemption of all outstanding shares of the series or class with forty-five (45)
days prior written notice to the shareholders, all subject to the requirements
of applicable securities laws and regulations and the Maryland General
Corporation Law.
ARTICLE VIII
AMENDMENT
---------
The Corporation reserves the right at any time to alter, amend or repeal
any provisions contained in these Articles of Incorporation, including any
amendment that alters the contract rights of any outstanding stock, at any time
in the manner now or hereafter prescribed by the laws of the State of Maryland,
and all rights conferred on the Corporation's shareholders, directors and
officers by these Articles are granted subject to this reservation.
IN WITNESS WHEREOF, CALVERT NEW WORLD FUND, INC. has caused these Articles
of Incorporation to be signed in its name and on its behalf by its Incorporator
on this 20th day of December, 1994.
CALVERT NEW WORLD FUND, INC.
I acknowledge the Articles of Incorporation to be my act.
Acknowledgment:
William M. Tartikoff
Incorporator
ATTEST:
Clifton S. Sorrell, Jr.
Director
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