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EXHIBIT 2.03
BY-LAWS
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BY-LAWS
OF
WESTAQ NETWORK, INC.
ARTICLE I
SHAREHOLDERS
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Section 1. At least one meeting of the shareholders shall be
held in each calendar year. Meetings of the shareholders may be held
within or without the State of Washington as the Board of Directors may
determine; except as otherwise determined, meetings of the shareholders
shall be held at the registered office of the corporation.
Section 2. The regular annual meeting of the shareholders shall
be held at the registered office of the corporation in the City of Portland
on the 15th day in the month of September in each year, at the hour of
10:00 a.m. Should said date in any year fall on a holiday, the regular
annual meeting of shareholders in such year shall be held at said hour on
the next business day thereafter.
Section 3. If more than eighteen (18) months are allowed to
elapse without the annual shareholders' meeting being held, any shareholder
may call such meeting to be held at the registered office of the
corporation.
Section 4. Special meetings of the shareholders may be called at
any time by the Board of Directors. At any time upon written request of
any director or of any shareholder or shareholders holding in the aggregate
one-fifth (1/5) of the voting power of all shareholders, it shall be the
duty of the Secretary to call a special meeting of shareholders to be held
at such time as the Secretary may fix, not less than ten (10) nor more than
thirty five (35) days after the receipt of said request, except that in the
event shareholders holding in the aggregate 51% of the voting power of all
shareholders request such a meeting it may be held on twenty-four (24)
hours' notice, and if the Secretary shall neglect or refuse to issue such
call, the dirctor or shareholder or shareholders making the request may do
so.
Section 5. Except in the event of a meeting called by
shareholders holding in the aggregate 51% of the voting power of all
shareholders, a written notice of all meetings of the shareholders stating
the place, day and hour of the meeting and, shareholders stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than fifty (50) days before the day of the meeting,
either personally or aby mail by the Secretary or person calling such
meeting. If such written notice is placed in the United States mail,
postage prepaid, addressed to the shareholder at his address as it appears
on the stock transfer books of the corporation, notice shall be deemed to
have been given to him. Notice of any share-holders' meeting may be waived
in writing by any shareholder at any time.
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Section 6. An entry of the service of notice of any meeting or
sharholders, given in the manner above provided, shall be made in the
Minutes of the proceedings of the shareholders, and such entry, if read and
approved at a subsequent meeting of the shareholders, shall be conclusive
on the question of such service.
Section 7. When all of the shareholders or proxyholders are
present at any meeting, however called or notified, and sign a written
consent thereto, and such written consent is made a part of the records of
such meeting, the proceedings had at such meeting are valid, irrespective
of the manner in which the meeting is called.
Section 8. A shareholders' meeting duly called can be organized
for the transaction of business whenever a quorum is present. The
presence, in person or by proxy, of the holders of a majority of the voting
power of all shareholders shall constitute a quorum for any and all
purposes, including the election of directors. Notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, the
shareholders remaining at the duly organized meeting can continue to do
business until adjournment, provided that in order to constitute the valid
transaction of business at least a majority of the original quorum must
vote in favor of each matter.
Section 9. An adjournments of any annual or special meeting may
be taken without new notice being given, but any meeting may be taken
without new notice being given, but any meeting at which directors are to
be elected shall he adjourned only from day to day until such directors
have been elected. If a meeting cannot be organized because a quorum has
not attended, those present may adjourn the meeting to such time and place
as they may determine until a quorum shall attend, such adjournment and the
reasons therefore being recorded in the journal of the proceedings of the
shareholders; and when a quorum shall attend, any business may be
transacted which might have been transacted at any meeting had the same
been called; but in the case of any meeting called for the election of
directors, those who attend the second of such adjourned meetings, although
less than a quorum, shall nevertheless constitute a quorum for the purpose
of electing directors.
Section 10. The President, or in his absence, the Vice-
President, or in the absence of the President and Vice-President, a
Chairman elected by the shareholders present, shall call the meeting of the
shareholders to order, and shall act as the presiding officer therof.
Section 11. The Secretary of the corporation shall act as a
secretary to all meetings of the shareholders, and in his absence, the
presiding officer may appoint any person to act as Secretary.
Section 12. At the annual meeting of the share-holders, held in
each year, the shareholders entitled to vote shall elect by ballot a Board
of Directors as constituted by these By-Laws and the Articles of
Incorporation of this corporation.
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Section 13. At-each meeting of the shareholders, each
shareholder shall have the right to vote, in person or by proxy, the number
of shares entitled to vote standing in his own name on the books of the
corporation, at least ten (10) days prior thereto.
Section 14. All proxies must be in writing, executed by the
shareholders themselves, or by their duly authorized attorneys in fact, and
must be filed with the Secretary of the corporation at or before the
meeting of the shareholders.
ARTICLE II
DIRECTORS
Section 1. Number: The corporate powers, business and property
of the corporation shall be exercised, conducted and controlled by a Board
of Directors, unless otherwise changed by an amendment to the By-Laws. The
shareholders may by such an amendment increase or decrease the number of
the members of the Board of Directors of this corporation to any number of
not less than three (1) director, nor more than seven (9) directors.
Section 2. Qualification of Directors: Any person of lawful
age, whether or not owning any share of stock of this corporation, may be
elected a director of this corporation.
Section 3. Term: Each director shall hold office for one year,
or for such period as he may have been appointed and until his successor
shall have been elected and shall qualify. The entire Board of Directors or
any individual director, at a special meeting of the shareholders called
for that purpose, may be removed from office by a vote of shareholders
holding a majority of the outstanding shares entitled to a vote at an
election of directors. If the Board or any one or more directors is so
removed, new directors may be elected at the same meeting. Unless the
entire Board is removed, no individual director shall be removed in case
the votes of a sufficient number of shares are cast against the Resolution
for his removal, which, if cumulatively voted at an election of the full
Board, would be sufficient to elect one or more directors.
Section 4. Vacancies: Whenever any vacancy shall happen among
the directors by death, resignation or otherwise, except by removal and the
election of his successor as above provided, it shall be filled by
appointment of the Board of Directors. Such director so appointed shall
hold office until his successor is elected at the next annual meeting of
shareholders, or at any special meeting duly called for that purpose prior
thereto.
Section 5. Purpose of Meetings: Immediately after the annual
meeting of the shareholders and the election of directors, the directors
shall meet for the purpose of organization, the election of officers and
the transaction of other business.
Section 6. Meetings: Meetings of the Board of Directors may be
held at such time and place within or without the State of Oregon as the
Board may from time to time appoint.
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Section 7. Special Meetings: Special meetings of the Board of
Directors shall he called at any time on the order of the President or on
the order of one (1) director.
Section 8. Notices: Notices of special meetings of the Board
of Directors stating the time and in general terms the purpose or purposes
thereof, shall be mailed or telegraphed or personally delivered to each
director not later than the day before the day appointed for the meeting.
An entry of the service of notice, given in the manner above provided,
shall be made in the Minutes of the proceedings of the Board of Directors,
and such entry, if read and approved at a subsequent meeting of the Board
of Directors, shall be conclusive on the question of service. If all the
directors shall be present at any directors' meeting, however called or
noticed, and sign a written consent thereto, which is entered on the record
of such meeting, or if the majority of the directors are present, and those
not present sign a written waiver or notice of such meeting, which said
waiver shall be filed with the Secretary of the corporation and entered on
the record of such meeting, any business may be transacted at such meeting
and the transactions of such meeting shall be as valid as if they had been
made at a meeting regularly called or noticed.
Section 9. Addresses: Each director shall register his address
with the Secretary of the corporation and notices of meetings mailed or
telegraphed to such address shall be valid notices thereof.
Section 10. Quorum: A majority of the whole number of directors
shall constitute a quorum for the transaction of business, and every act or
decision of a majority of the directors present at a meeting at which a
quorum is present, made or done when duly assembled, shall be valid as the
act of the Board of Directors; but a majority of those present at the time
and place of any stated or special meeting, although less than a quorum,
may adjourn from day to day, or from time to time, without further notice,
until a quorum shall attend; and when a quorum shall attend, any business
may be transacted which might have been transacted at the meeting had the
same been held on the day on which the same was originally appointed or
called.
Section 11. Powers of Directors: The Board of Directors shall
have full power to borrow money on behalf of the corporation, including the
power and authority to borrow money from any of the shareholders, directors
or officers of the corporation, and otherwise to incur indebtedness on
promissory notes or other evidences of indebtedness of the corporation, and
to agree to pay interest thereon; to sell, convey, alienate, transfer,
assign, exchange, lease and otherwise dispose of, mortgage, pledge,
hypothecate and otherwise encumber the property, real and personal, on
behalf of the corporation; and generally to do and perform or cause to be
done and performed, any and every act which the corporation may lawfully do
and perform.
Section 12. Executive Committee: The Board of Directors may, by
Resolution, passed by a majority of the whole Board, designate one (1) or
more of their number to constitute an Executive Committee, who, to the
extent provided in said Resolution, shall have and exercise the authority
of the Board of Directors in the management of the business of the
corporation.
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Section 13. Compensation: The compensation of the directors shall
be fixed by the shareholders.
ARTICLE III
OFFICERS
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Section 1. The Board of Directors shall elect a President, a
Secretary, a Treasurer and may elect one or more Vice Presidents.
Section 2. None of said officers, except the President, need be a
director, but a Vice President who is not a director cannot succeed to or
fill the office of President. Any two or more offices may be held by the
same person. The officers shall be elected at the first meeting of
directors after the annual shareholders' meeting, or other shareholders'
meeting for the election of directors, and the officers shall hold office
for one year and until their successors are elected and qualified; however,
the Secretary and Treasurer may be removed by the Board of Directors at any
time with or without cause.
Section 3. The Board of Directors may also appoint such other
officers, agents and employees of the corporation as they may deem proper.
The Board of Directors may delegate the power of appointment and removal
and the power to fix the compensation or such other officers, agents and
employees to any officer of the corporation. Except as above provided, the
compensation of the executive officers and of other officers, agents and
employees of the corporation shall be fixed by the Board of Directors.
Section 4. Any officer or agent may be removed by the Board of
Directors whenever, in their judgment, the best interests of the
corporation will be served thereby. Such removal, however, shall be without
prejudice to the contract rights of the persons so removed.
Section 5. Officers and directors shall be deemed to stand in a
fiduciary relation to the corporation and shall discharge the duties of
their respective positions in good faith and with that diligence, care and
skill which ordinarily prudent men would exercise under similar
circumstances in like positions
ARTICLE IV
PRESIDENT
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Section 1. The President shall be the chief executive officer of
the corporation. He shall preside at all meetings of the shareholders and
of the Board of Directors. He shall have general charge of the business of
the corporation, shall execute, with the Secretary, in the name of the
corporation, all deeds, bonds, contracts and other obligations and
instruments authorized by the Board or Directors to be executed, and with
the Secretary, shall sign all certificates of the shares of the
corporation.
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Section 2. The President shall also have such other powers and
shall perform such other duties as may be assigned to him by the Board of
Directors.
ARTICLE V
VICE PRESIDENT
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Section 1. The Vice President shall be vested with all the powers
and shall perform all the duties of the President in case of the absence or
disability of the President.
Section 2. The Vice President shall also have such other powers
and shall perform such other duties as may be assigned to him by the Board
of Directors.
ARTICLE VI
SECRETARY
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Section 1. The Secretary shall keep the Minutes of all
proceedings of the shareholders and of the Board of Directors in books
provided for that purpose. He shall attend to the giving and serving of
notices of all meetings of the shareholders and of the Board of Directors
and otherwise. He shall execute, with the President, in the name of the
corporation, all deeds, bonds, contracts and other obligations and
instruments authorized by the Board of Directors to be executed, and, with
the President, shall sign all certificates for shares of the corporation.
He shall be the custodian of the corporation's seal, and when so ordered by
the Board of Directors, shall affix the seal to deeds, bonds, contracts and
other obligations and instruments. He shall keep and have charge of the
Minutes of the meetings of the Board of Directors and of the share-holders,
the share and transfer book, the book of share certificates, the book of
By-Laws, and such other books and papers as the Board of Directors may
direct. He shall, in general, perform all the duties incident to the office
of Secretary, subject to the control of the Board of Directors.
Section 2. In case of the absence or disability of the
Secretary, or his refusal or neglect to act, notices may be given and
served by the President, or by the Vice President or by any person
thereunto authorized by the President, or by the Vice President, or by the
Board of Directors. An assistant secretary may be appointed at the
discretion of the Board of Directors to otherwise exercise he duties and
powers of a Secretary in his absence or disability.
ARTICLE VII
TREASURER
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Section 1. The Treasurer shall keep, or cause to be kept, full
and accurate accounts of receipts and disbursements in books to be kept for
that purpose. He shall receive and deposit or cause to be received and
deposited, all monies and other valuables of the corporation, in the name
and to the credit of the corporation, in such depositories as may be
designated by the Board of Directors. He shall disburse, or cause to be
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disbursed, the funds of the corporation as may be directed by the Board of
Directors, taking proper voucher for such disbursements. He shall render to
the President and to the Board of Directors, whenever they may require,
accounts of all his transactions as Treasurer and of the financial
condition of the corporation. He shall, in general, perform all the duties
incident to the office of the Treasurer, subject to the control of the
Board of Directors. He may be placed under bond in such amount as the Board
of Directors shall deem proper and the premium on said bond shall be paid
by the corporation. If it is not filled, the duties of this officer shall
be performed by a person designated by the Board of Directors.
ARTICLE VIII
VACANCIES
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Section 1. If the office of the President, Vice President,
Secretary or Treasurer becomes vacant by reason of death, resignation,
removal or otherwise, the Board of Directors shall elect a successor who
shall hold office for the unexpired term and until his successor is
elected.
ARTICLE IX
SHARES AND CERTIFICATES FOR SHARES
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Section 1. Certificates for shares of the corporation shall be
issued only when fully paid for.
Section 2. The certificates shall be in such form and device as
shall be provided by the Board of Directors, and shall be signed by the
President, or the Vice-President, and by the Secretary, and the seal of the
corporation shall be affixed thereto, except when the Board of Directors
shall provide that certificates may be signed by the transfer agent or
registrar, the signatures of the corporate officers and corporate seal may
be facsimiles engraved or printed.
Section 3. No new certificate shall be issued until the former
certificate for the shares represented thereby shall have been surrendered
and cancelled, except in the case of lost or destroyed certificates and in
that case only after the receipt of a bond or other security or undertaking
of a responsible party satisfactory to the Board of Directors indemnifying
the corporation and all persons against loss in consequence of the issuance
of such new certificate.
Section 4. Shares of the corporation may be transferred by
endorsement by the signature of the owner, his agent, attorney or legal
representative, and the delivery of the certificate; but no transfer shall
be valid except between the parties thereto until the same shall have been
entered upon the books of the corporation, so as to show the names of the
parties, by and to whom transferred, the numbers and designations of the
shares, and the date of the transfer.
Section 5. A subscriber becomes a shareholder upon the allotment
of shares to him. The person registered on the books of the company as the
owner of the shares shall be recognized by the company as the person
exclusively entitled to have and to exercise the rights and privileges
incident to the ownership of such shares, or to hold liable for costs and
assessments.
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Section 6. Subscriptions for shares of this corporation shall be
in writing and in such form and upon such conditions as the Board of
Directors may determine.
Section 7. No allotment of shares shall be made except pursuant
to subscription, stock dividend, or other purpose authorized by the Board
of Directors.
ARTICLE X
REIMBURSEMENT FOR DISALLOWED EXPENSES
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Section 1. Any payments made to an officer or
shareholder/employee of the corporation (such as salary, bonus, interest or
reimbursement for expenses incurred by him) which the Internal Revenue
Service disallows in whole or in part as a deductible expense shall be
reimbursed by such officer or shareholder/employee to the corporation to
the full extent of such disallowance. It shall be the duty of the
directors, as a Board to enforce payment of such.
ARTICLE XI
SEAL
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Section 1. The Board of Directors may provide a suitable seal for
the corporation, which shall be circular in form and which shall contain
the following inscription:
WESTAQ NETWORK, INC.
CORPORATE SEAL
1987 OREGON
ARTICLE XII
AMENDMENTS
Section 1. These By-Laws or any part thereof may be repealed or
amended, or new By-Laws may be adopted, at any annual directors' meeting or
at any other meeting of the directors called for that purpose, subject to
Article II, Section 1 hereof.
BOARD OF DIRECTORS:
/s/ Phyllis L. Haaland
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