Page:United States Statutes at Large Volume 54 Part 1.djvu/848

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PUBLIC LAWS-CH. 686--AUG. 22 , 1940 company at such an annual or special meeting. In the event that at any time less than a majority of the directors of such company holding office at that time were so elected by the holders of the outstanding voting securities, the board of directors or proper officer of such com- pany shall forthwith cause to be held as promptly as possible and in any event within sixty days a meeting of such holders for the purpose of electing directors to fill any existing vacancies in the board of direc- Excep.tors unless the Commiionon shall by order extend such period. The foregoing provisions of this subsection shall not apply to members of an advisory board. Disvision into Nothing herein shall, however, preclude a registered investment company from dividing its directors into classes if its charter, certifi- cate of incorporation, articles of association, by-laws, trust indenture, or other instrument or the law under which it is organized, so pro- Tenare. vides and prescribes the tenure of office of the several classes: Pro- vided, That no class shall be elected for a shorter period than one year or for a longer period than five years and the term of office of at least one class shall expire each year. Common-law trust, (b) The provisions of subsection (a) of this section shall not apply trustees. to a common-law trust existing on the date of enactment of this title under an indenture of trust which does not provide for the Disqualification. election of trustees by the shareholders. No natural person shall serve as trustee of such a trust, which is registered as an investment company, after the holders of record of not less than two-thirds of the outstanding shares of beneficial interest in such trust have declared that he be removed from that office either by declaration in writing filed with the custodian of the securities of the trust or by votes cast in person or by proxy at a meeting called for the purpose. Solicitation of such a declaration shall be deemed a solici- tation of a proxy within the meaning of section 20 (a). Removal. The trustees of such a trust shall promptly call a meeting of shareholders for the purpose of voting upon the question of removal of any such trustee or trustees when requested in writing so to do by the record holders of not less than 10 per centum of the outstanding shares. Call of meeting. Whenever 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 either shares having a net asset value of at least $25,000 or at least 1 per centurn of the outstanding shares, whichever is less, shall apply to the trustees in writing, stating that they wish to communicate with other shareholders with a view to obtaining signatures to a request for a meeting pursuant to this sub- section (b) and accompanied by a form of communication and request which they wish to transmit, the trustees shall within five business days after receipt of such application either- (1) afford to such applicants access to a list of the names and addresses of all shareholders as recorded on the books of the trust; or (2) inform such applicants as to the approximate number of shareholders of record, and the approximate cost of mailing to them the proposed communication and form of request. toMaig of mae If the trustees elect to follow the course specified in paragraph (2) of this subsection (b) the trustees, upon the written request of such applicants, accompanied by a tender of the material to be mailed and of the reasonable expenses of mailing, shall, with reasonable prompt- ness, mail such material to all shareholders of record at their addresses as recorded on the books, unless within five business days after such tender the trustees shall mail to such applicants and file with the Commission, together with a copy of the material to be [54 STAT.