U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-22435
FIRSTBANK NW CORP.
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(Exact name of registrant as specified in its charter)
Washington 84-1389562
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) I.D. Number)
920 Main Street, Lewiston, Idaho 83501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (208) 746-9610
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Securities registered pursuant to Section 12(b)
of the Act: None
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Securities registered pursuant to Section 12(g)
of the Act: Common Stock, par value $.01 per share
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(Title of Class)
Check whether the Registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. YES X NO
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Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained herein, and no disclosure will be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB. X
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The Registrant's revenues for the year ended March 31, 2000 were $19.4
million.
The aggregate market value of voting stock held by nonaffiliates of the
Registrant was $18,689,488 based on the last reported sale price of the common
stock of the Registrant on the Nasdaq National Market on June 15, 2000. For
purposes of this disclosure, shares of common stock held by persons who hold
more than 5% of the outstanding common stock and by officers and directors of
the Registrant have been excluded in that such persons may be deemed to be
affiliates of the Registrant.
As of June 15, 2000, there were 1,495,159 shares outstanding of the
Registrant's common stock.
Transitional Small Business Disclosure format (check one):
Yes X NO
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DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Registrant's definitive proxy statement for its
annual meeting of stockholders to be held on July 19, 2000 are incorporated by
reference into Part II of the Form 10-KSB.
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The Registrant hereby amends Part II, Item 13 of its Annual Report for
the fiscal year ended March 31, 2000 as follows:
Item 13. Exhibits List and Reports on Form 8-K
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(a) Exhibits
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
10.1 Employment Agreement between FirstBank Northwest, FirstBank
Corp. and Clyde E. Conklin*
10.2 Employment Agreement between FirstBank Northwest, FirstBank
Corp. and Larry K. Moxley**
10.3 Salary Continuation Agreement between First Federal Bank of
Idaho F.S.B. and Clyde E. Conklin**
10.4 Salary Continuation Agreement between First Federal Bank of
Idaho, F.S.B. and Larry K. Moxley**
21 Subsidiaries of the Registrant*
27 Financial Data Schedule*
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* Incorporated by reference to the Registrant's Annual Report on Form
10-KSB for the year ended March 31, 2000 (File No. 0-22435).
** Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (File No. 333-23395).
(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the quarter ended March 31,
2000.
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SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FIRSTBANK NW CORP.
Date: June 28, 2000 By: /s/ Larry K. Moxley
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Larry K. Moxley
Chief Financial Officer
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Exhibit 3.1
Articles of Incorporation of the Registrant
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ARTICLES OF INCORPORATION
OF
FIRSTBANK NW CORP.
Pursuant to the provisions of Title 23B of the Revised Code of Washington
("RCW") (the Washington Business Corporation Act), the following shall
constitute the Articles of Incorporation of FirstBank NW Corp., a Washington
corporation:
ARTICLE I. Name. The name of the corporation is FirstBank NW Corp.
(the "corporation").
ARTICLE II. Duration. The duration of the corporation is perpetual.
ARTICLE III. Purpose and Powers. The nature of the business and the
objects and purposes to be transacted, promoted or carried on by the
corporation are to engage in the activities of a bank holding company and in
any other lawful act or business for which corporations may be organized under
the Washington Business Corporation Act (as now in existence or as may
hereafter be amended, the "WBCA").
ARTICLE IV. Capital Stock. A. The total number of shares of all
classes of stock which the Corporation shall have authority to issue is
5,500,000 consisting of:
1. 500,000 shares of Preferred Stock, par value one cent
($.01) per share (the "Preferred Stock"); and
2. 5,000,000 shares of Common Stock, par value one cent
($.01) per share (the "Common Stock").
B. The board of directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred
Stock in series, and by filing a certificate pursuant to the applicable law of
the State of Washington (such certificate being hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of any such
holders is required pursuant to the terms of any Preferred Stock Designation.
C. 1. Notwithstanding any other provision of these Articles, in no
event shall any record owner of any outstanding common stock which is
beneficially owned, directly or indirectly, by a person who, as of any record
date for the determination of stockholders entitled to vote on any matter,
beneficially owns in excess of 10% of the then-outstanding shares of common
stock (the "Limit"), be entitled, or permitted to any vote in respect of the
shares held in excess of the Limit, unless a majority of the Whole Board (as
hereinafter defined) shall have by resolution granted in advance such
entitlement or permission. The number of votes which may be cast by any
record owner by virtue of the provisions hereof in respect of common stock
beneficially owned by such person owning shares in excess of the Limit shall
be a number equal to the total number of votes which a single record owner of
all common stock owned by such person would be entitled to cast, multiplied by
a fraction, the numerator of which is the number of shares of such class or
series which are both beneficially owned by such person and owned of record by
such record owner and the denominator of which is the total number of shares
of common stock beneficially owned by such person owning shares in excess of
the Limit. There shall be no cumulative voting by the stockholders of any
class or series in the election of directors of the corporation.
2. The following definitions shall apply to this Section C of this
Article VII.
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(a) "Affiliate" shall have the meaning ascribed to it in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act
of 1934, as in effect on the date of filing of this Certificate.
(b) "Beneficial ownership" shall be determined pursuant to
Rule 13d-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934 (or any successor rule or statutory provision), or, if said Rule
13d-3 shall be rescinded and there shall be no successor rule or provision
thereto, pursuant to said Rule 13d-3 as in effect on the date of filing of
this Certificate; provided, however, that a person shall, in any event, also
be deemed the "beneficial owner" of any common stock:
(i) which such person or any of its affiliates
beneficially owns, directly or indirectly; or
(ii) which such person or any of its affiliates has (A)
the right to acquire (whether such right is exercisable immediately or only
after the passage of time), pursuant to any agreement, arrangement or
understanding (but shall not be deemed to be the beneficial owner of any
voting shares solely by reason of an agreement, contract, or other arrangement
with this Corporation to effect any transaction which is described in any one
or more of subparagraphs A(1)(a) through (h) of Article XIV or upon the
exercise of conversion rights, exchange rights, warrants, or options or
otherwise, or (B) sole or shared voting or investment power with respect
thereto pursuant to any agreement, arrangement, understanding, relationship or
otherwise (but shall not be deemed to be the beneficial owner of any voting
shares solely by reason of a revocable proxy granted for a particular meeting
of stockholders, pursuant to a public solicitation of proxies for such
meeting, with respect to shares of which neither such person nor any such
affiliate is otherwise deemed the beneficial owner); or
(iii) which are beneficially owned, directly or
indirectly, by any other person with which such first mentioned person or any
of its affiliates acts as a partnership, limited partnership, syndicate or
other group pursuant to any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of capital
stock of this Corporation; and provided further, however, that (i) no director
or officer of this Corporation (or any Affiliate of any such director or
officer) shall, solely by reason of any or all of such directors of officers
acting in their capacities as such, be deemed, for any purposes hereof, to
beneficially own any common stock beneficially owned by any other such
director or officer (or any Affiliate thereof), and (ii) neither any employee
stock ownership or similar plan of this Corporation or any subsidiary of this
Corporation, nor any trustee with respect thereto or any Affiliate of such
trustee (solely by reason of such capacity of such trustee), shall be deemed,
for any purposes hereof, to beneficially own any common stock held under any
such plan. For purposes of computing the percentage beneficial ownership of
common stock of a person, the outstanding common stock shall include shares
deemed owned by such person through application of this subsection but shall
not include any other common stock which may be issuable by this Corporation
pursuant to any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise. For all other purposes, the outstanding common stock
shall include only common stock then outstanding and shall not include any
common stock which may be issuable by this Corporation pursuant to any
agreement, or upon the exercise of conversion rights, warrants or options, or
otherwise.
(c) A "person" shall mean any individual, firm, corporation,
or other entity.
(d) "Whole Board" shall mean the total number of directors
which the Corporation would have if there were no vacancies on the board of
directors.
3. The board of directors shall have the power to construe and
apply the provisions of this Section and to make all determinations necessary
or desirable to implement such provisions, including but not limited to
matters with respect to (i) the number of shares of common stock beneficially
owned by any person, (ii) whether a person is an affiliate of another, (iii)
whether a person has an agreement, arrangement, or understanding with another
as to the matters referred to in the definition of beneficial ownership, (iv)
the application of any other definition or operative provision of this Section
to the given facts, or (v) any other matter relating to the applicability or
effect of this Section.
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4. The board of directors shall have the right to demand that any
person who is reasonably believed to beneficially own common stock in excess
of the Limit (or holds of record common stock beneficially owned by any person
in excess of the Limit) supply the Corporation with complete information as to
(i) the record owner(s) of all shares beneficially owned by such person who is
reasonably believed to own shares in excess of the Limit, and (ii) any other
factual matter relating to the applicability or effect of this section as may
reasonably be required of such person.
5. Except as otherwise provided by law or expressly provided in
this Section C, the presence, in person or by proxy, of the holders of record
of shares of capital stock of the Corporation entitling the holders thereof to
cast a majority of the votes (after giving effect, if required, to the
provisions of this Section C) entitled to be cast by the holders of shares of
capital stock of the Corporation entitled to vote shall constitute a quorum at
all meetings of the stockholders, and every reference in this Certificate to a
majority or other proportion of capital stock (or the holders thereof) for
purposes of determining any quorum requirement or any requirement for
stockholder consent or approval shall be deemed to refer to such majority or
other proportion of the votes (or the holders thereof) then entitled to be
cast in respect of such capital stock.
6. Any constructions, applications, or determinations made by the
board of directors pursuant to this Section in good faith and on the basis of
such information and assistance as was then reasonably available for such
purpose shall be conclusive and binding upon the Corporation and its
stockholders.
7. In the event any provision (or portion thereof) of this Section
C shall be found to be invalid, prohibited or unenforceable for any reason,
the remaining provisions (or portions thereof) of this Section shall remain in
full force and effect, and shall be construed as if such invalid, prohibited
or unenforceable provision had been stricken herefrom or otherwise rendered
inapplicable, it being the intent of this Corporation and its stockholders
that each such remaining provision (or portion thereof) of this Section C
remain, to the fullest extent permitted by law, applicable and enforceable as
to all stockholders, including stockholders owning an amount of stock over the
Limit, notwithstanding any such finding.
ARTICLE V. Preemptive Rights. Holders of the capital stock of the
corporation shall not be entitled to preemptive rights with respect to any
shares of the corporation which may be issued.
ARTICLE VI. Merger, Share Exchange, Sale of Assets and Dissolution. A
merger, share exchange, sale of all or substantially all of the corporation's
assets, or dissolution must be approved by the affirmative vote of holders of
a majority of the outstanding shares entitled to vote thereon, or, if separate
voting by voting groups is required, then by not less than the affirmative
vote of the holders of a majority of the outstanding shares entitled to be
cast by that voting group.
ARTICLE VII. Directors.
A. Number. The number of directors of the corporation shall be such
number, not less than 5 nor more than 15 (exclusive of directors, if any, to
be elected by holders of preferred stock of the corporation, voting separately
as a class), as shall be provided from time to time in or in accordance with
the Bylaws; provided, however, that no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director, and
provided further, that no action shall be taken to decrease or increase the
number of directors from time to time unless at least two-thirds of the
directors then in office shall concur in said action.
B. Classified Board. The board of directors shall be divided into
three groups, with each group containing one-third of the total number of
directors, or as near as may be. The terms of the directors in the first
group shall expire at the first annual shareholders' meeting following their
election, the terms of the second group shall expire at the second
shareholders' meeting following their election, and the terms of the third
group shall expire at the third annual shareholders' meeting following their
election. At each annual shareholders' meeting held thereafter, directors
shall be chosen for a term of three years to succeed those whose terms expire.
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C. Vacancies. Vacancies in the board of directors of the corporation,
however caused, and newly created directorships shall be filled by a vote of
two-thirds of the directors then in office, whether or not a quorum, and any
director so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of the class to which the director has been
chosen expires and when the director's successor is elected and qualified.
ARTICLE VIII. Removal of Directors. Notwithstanding any other
provisions of these Articles of Incorporation or the corporation's Bylaws (and
notwithstanding the fact that some lesser percentage may be specified by law,
these Articles of Incorporation or the corporation's Bylaws), any director or
the entire Board of directors may be removed only for cause and only by the
affirmative vote of the holders of at least 80% of the total votes eligible to
be cast at a legal meeting called expressly for such purpose. Notwithstanding
the foregoing, whenever the holders of any one or more series of preferred
stock of the corporation shall have the right, voting separately as a class,
to elect one or more directors of the corporation, the preceding provisions of
this Article VIII shall not apply with respect to the director or directors
elected by such holders of preferred stock.
ARTICLE IX. Registered Office and Agent. The registered office of the
corporation shall be located at 733 Fifth Street, Clarkston, Washington 99403.
The initial registered agent of the corporation at such address shall be Clyde
E. Conklin.
ARTICLE X. Notice for Shareholder Nominations and Proposals.
A. Nominations for the election of directors and proposals for any new
business to be taken up at any annual or special meeting of shareholders may
be made by the board of directors of the corporation or by any shareholder of
the corporation entitled to vote generally in the election of directors. In
order for a shareholder of the corporation to make any such nominations and/or
proposals, he or she shall give notice thereof in writing, delivered or mailed
by first class United States mail, postage prepaid, to the Secretary of the
corporation not less than thirty days nor more than sixty days prior to any
such meeting; provided, however, that if less than thirty-one days' notice of
the meeting is given to shareholders, such written notice shall be delivered
or mailed, as prescribed, to the Secretary of the corporation not later than
the close of the tenth day following the day on which notice of the meeting
was mailed to shareholders. Each such notice given by a shareholder with
respect to nominations for election of directors shall set forth (i) the name,
age, business address and, if known, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment of each
such nominees, (iii) the number of shares of stock of the corporation which
are beneficially owned by each such nominee, (iv) such other information as
would be required to be included in a proxy statement soliciting proxies for
the election of the proposed nominee pursuant to Regulation 14A of the General
Rules and Regulations of the Securities Exchange Act of 1934, including,
without limitation, such person's written consent to being named in the proxy
statement as a nominee and to serving as a director, if elected, and (v) as to
the shareholder giving such notice (a) his name and address as they appear on
the corporation's books and (b) the class and number of shares of the
corporation which are beneficially owned by such shareholder. In addition,
the shareholder making such nomination shall promptly provide any other
information reasonably requested by the corporation.
B. Each such notice given by a shareholder to the Secretary with
respect to business proposals to bring before a meeting shall set forth in
writing as to each matter: (i) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business at
the meeting, (ii) the name and address, as they appear on the corporation's
books, of the shareholder proposing such business; (iii) the class and number
of shares of the corporation which are beneficially owned by the shareholder;
and (iv) any material interest of the shareholder in such business.
Notwithstanding anything in this Certificate to the contrary, no business
shall be conducted at the meeting except in accordance with the procedures set
forth in this Article.
C. The Chairman of the annual or special meeting of shareholders may,
if the facts warrant, determine and declare to the meeting that a nomination
or proposal was not made in accordance with the foregoing procedure, and, if
the Chairman should so determine, the Chairman shall so declare to the meeting
and the defective nomination or proposal shall be disregarded and laid over
for action at the next succeeding adjourned, special or annual meeting of
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the shareholders taking place thirty days or more thereafter. This provision
shall not require the holding of any adjourned or special meeting of
shareholders for the purpose of considering such defective nomination or
proposal.
ARTICLE XI. Approval of Certain Business Combinations. The shareholder
vote required to approve Business Combinations (as hereinafter defined) shall
be as set forth in this section.
A. (1) Except as otherwise expressly provided in this Article XI,
the affirmative vote of the holders of (i) at least 80% of the outstanding
shares entitled to vote thereon (and, if any class or series of shares is
entitled to vote thereon separately, the affirmative vote of the holders of at
least 80% of the outstanding shares of each such class or series), and (ii) at
least a majority of the outstanding shares entitled to vote thereon, not
including shares deemed beneficially owned by a Related Person (as hereinafter
defined), shall be required to authorize any of the following:
(a) any merger or consolidation of the corporation with or
into a Related Person;
(b) any sale, lease, exchange, transfer or other
disposition, including without limitation, a mortgage, or any other security
device, of all or any Substantial Part (as hereinafter defined) of the assets
of the corporation (including without limitation any voting securities of a
subsidiary) or of a subsidiary, to a Related Person;
(c) any merger or consolidation of a Related Person with
or into the corporation or a subsidiary of the corporation;
(d) any sale, lease, exchange, transfer or other
disposition of all or any Substantial Part of the assets of a Related Person
to the corporation or a subsidiary of the corporation;
(e) the issuance of any securities of the corporation or a
subsidiary of the corporation to a Related Person;
(f) the acquisition by the corporation or a subsidiary of
the corporation of any securities of a Related Person;
(g) any reclassification of the common stock of the
corporation, or any recapitalization involving the common stock of the
corporation; and
(h) any agreement, contract or other arrangement providing
for any of the transactions described in this Article XI.
(2) Such affirmative vote shall be required notwithstanding
any other provision of these Articles of Incorporation, any provision of law,
or any agreement with any regulatory agency or national securities exchange
which might otherwise permit a lesser vote or no vote.
(3) The term "Business Combination" as used in this Article XI
shall mean any transaction which is referred to in any one or more of
subparagraphs (a) through (i) above.
B. The provisions of Part A of this Article XI shall not be
applicable to any particular Business Combination, which shall require only
such affirmative vote as is required by any other provision of these Articles
of Incorporation, any provision of law, or any agreement with any regulatory
agency or national securities exchange, if such particular Business
Combination shall have been approved by two-thirds of the Continuing Directors
(as hereinafter defined); provided, however, that such approval shall only be
effective if obtained at a meeting at which a Continuing Director Quorum (as
hereinafter defined) is present.
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C. For the purposes of this Article XI the following definitions
apply:
(1) The term "Related Person" shall mean and include (a) any
individual, corporation, partnership or other person or entity which together
with its "affiliates" (as that term is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934),
"beneficially owns" (as that term is defined in Rule 13d-3 of the General
Rules and Regulations under the Securities Act of 1934) in the aggregate 10%
or more of the outstanding shares of the common stock of the corporation
(excluding tax-qualified benefit plans of the corporation); and (b) any
"affiliate" (as that term is defined in Rule 12b-2 under the Securities
Exchange Act of 1934) of any such individual, corporation, partnership or
other person or entity. Without limitation, any shares of the common stock of
the corporation which any Related Person has the right to acquire pursuant to
any agreement, or upon exercise or conversion rights, warrants or options, or
otherwise, shall be deemed "beneficially owned" by such Related Person.
(2) The term "Substantial Part" shall mean more than 25% of
the total assets of the corporation as of the end of its most recent fiscal
year prior to when the determination is made.
(3) The term "Continuing Director" shall mean any member of
the board of directors of the corporation who is unaffiliated with the Related
Person and was a member of the board of directors prior to the time the
Related Person became a Related Person, and any successor of a Continuing
Director who is unaffiliated with the Related Person and is recommended to
succeed a Continuing Director by a majority of Continuing Directors then on
the board of directors.
(4) The term "Continuing Director Quorum" shall mean
two-thirds of the Continuing Directors capable of exercising the powers
conferred on them.
ARTICLE XII. Evaluation of Business Combinations. In connection with
the exercise of its judgment in determining what is in the best interests of
the corporation and of the shareholders, when evaluating a Business
Combination (as defined in Article XI) or a tender or exchange offer, the
board of directors of the corporation, in addition to considering the adequacy
of the amount to be paid in connection with any such transaction, shall
consider all of the following factors and any other factors which it deems
relevant: (i) the social and economic effects of the transaction on the
corporation and its subsidiaries, employees, depositors, loan and other
customers, creditors and other elements of the communities in which the
corporation and its subsidiaries operate or are located; (ii) the business and
financial condition and earnings prospects of the acquiring person or entity,
including, but not limited to, debt service and other existing financial
obligations, financial obligations to be incurred in connection with the
acquisition and other likely financial obligations of the acquiring person or
entity and the possible effect of such conditions upon the corporation and its
subsidiaries and the other elements of the communities in which the
corporation and its subsidiaries operate or are located; and (iii) the
competence, experience, and integrity of the acquiring person or entity and
its or their management.
ARTICLE XIII. Limitation of Directors' Liability. To the fullest extent
permitted by the WBCA, a director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for conduct
as a director, except for liability of the director for acts or omissions that
involve: (i) intentional misconduct by the director; (ii) a knowing violation
of law by the director; (iii) conduct violating RCW Section 23B.08.310
(relating to unlawful distributions by the corporation); or (iv) any
transaction from which the director will personally receive a benefit in
money, property or services to which the director is not legally entitled. If
the WBCA is amended in the future to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to
the full extent permitted by the WBCA, as so amended, without any requirement
or further action by shareholders. An amendment or repeal of this Article
XIII shall not adversely affect any right or protection of a director of the
corporation existing at the time of such amendment or repeal.
ARTICLE XIV. Indemnification. The corporation shall indemnify and
advance expenses to its directors, officers, agents and employees as follows:
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A. Directors and Officers. In all circumstances and to the full
extent permitted by the WBCA, the corporation shall indemnify any person who
is or was a director, officer or agent of the corporation and who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal (including an action by or in
the right of the corporation), by reason of the fact that he is or was an
agent of the corporation, against expenses, judgments, fines, and amounts paid
in settlement and incurred by him in connection with such action, suit or
proceeding. However, such indemnity shall not apply to: (a) acts or omissions
of the director or officer finally adjudged to violate law; (b) conduct of the
director or officer finally adjudged to violate RCW Section 23B.08.310
(relating to unlawful distributions by the corporation), or (c) any
transaction with respect to which it was finally adjudged that such director
and officer personally received a benefit in money, property, or services to
which the director was not legally entitled. The corporation shall advance
expenses incurred in a proceeding for such persons pursuant to the terms set
forth in a separate directors' resolution or contract.
B. Implementation. The board of directors may take such action as
is necessary to carry out these indemnification and expense advancement
provisions. It is expressly empowered to adopt, approve and amend from time
to time such Bylaws, resolutions, contracts or further indemnification and
expense advancement arrangements as may be permitted by law, implementing
these provisions. Such Bylaws, resolutions, contracts, or further
arrangements shall include, but not be limited to, implementing the manner in
which determinations as to any indemnity or advancement of expenses shall be
made.
C. Survival of Indemnification Rights. No amendment or repeal of
this Article XIV shall apply to or have any effect on any right to
indemnification provided hereunder with respect to acts or omissions occurring
prior to such amendment or repeal.
D. Service for Other Entities. The indemnification and
advancement of expenses provided under this Article XIV shall apply to
directors, officers, employees, or agents of the corporation for both (a)
service in such capacities for the corporation, and (b) service at the
corporations's request as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise. A person is considered to
be serving an employee benefit plan at the corporation's request if such
person's duties to the corporation also impose duties on, or otherwise involve
services by, the director to the plan or to participants in or beneficiaries
of the plan.
E. Insurance. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against liability
asserted against him and incurred by him in such capacity or arising out of
his status as such, whether or not the corporation would have had the power to
indemnify him against such liability under the provisions of this bylaw and
the WBCA.
F. Other Rights. The indemnification provided by this section
shall not be deemed exclusive of any other right to which those indemnified
may be entitled under any other bylaw, agreement, vote of shareholders, or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such an office,
and shall continue as to a person who has ceased to be a director, trustee,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.
ARTICLE XV. Special Meeting of Shareholders. Special meetings of the
stockholders of the corporation for any purpose or purposes may be called at
any time by the board of directors of the corporation, or by a committee of
the board of directors which has been duly designated by the board of
directors and whose powers and authorities, as provided in a resolution of the
board of directors or in the Bylaws of the corporation, include the power and
authority to call such meetings, but such special meetings may not be called
by any other person or persons.
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ARTICLE XVI. Repurchase of Shares. The corporation may from time to
time, pursuant to authorization by the board of directors of the corporation
and without action by the shareholders, purchase or otherwise acquire shares
of any class, bonds, debentures, notes, scrip, warrants, obligations,
evidences of indebtedness, or other securities of the corporation in such
manner, upon such terms, and in such amounts as the board of directors shall
determine; subject, however, to such limitations or restrictions, if any, as
are contained in the express terms of any class of shares of the corporation
outstanding at the time of the purchase or acquisition in question or as are
imposed by law.
ARTICLE XVII. Amendment of Bylaws. In furtherance and not in limitation
of the powers conferred by statute, the board of directors of the corporation
is expressly authorized to make, repeal, alter, amend and rescind the Bylaws
of the corporation by a majority vote of the board of directors.
Notwithstanding any other provision of these Articles of Incorporation or the
Bylaws of the corporation (and notwithstanding the fact that some lesser
percentage may be specified by law), the Bylaws shall not be adopted,
repealed, altered, amended or rescinded by the shareholders of the corporation
except by the vote of the holders of not less than 80% of the outstanding
shares of capital stock of the corporation entitled to vote generally in the
election of directors (considered for this purpose as one class) cast at a
meeting of the shareholders called for that purpose (provided that notice of
such proposed adoption, repeal, alteration, amendment or rescission is
included in the notice of such meeting), or, as set forth above, by the board
of directors.
ARTICLE XVIII. Amendment of Articles of Incorporation. The corporation
reserves the right to repeal, alter, amend or rescind any provision contained
in the Articles of Incorporation in the manner now or hereafter prescribed by
law, and all rights conferred on shareholders herein are granted subject to
this reservation. Notwithstanding the foregoing, the provisions set forth in
Articles VIII, X, XI, XII, XIII, XIV, XV, XVII and this Article XVIII of these
Articles of Incorporation may not be repealed, altered, amended or rescinded
in any respect unless the same is approved by the affirmative vote of the
holders of not less than 80% of the votes entitled to be cast by each separate
voting group entitled to vote thereon, cast at a meeting of the shareholders
called for that purpose (provided that notice of such proposed adoption,
repeal, alteration, amendment or rescission is included in the notice of such
meeting).
ARTICLE XIX. Incorporator. The name and mailing address of the
incorporator are Clyde E. Conklin, 733 Fifth Street, Clarkston, Washington
99403.
* * *
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Exhibit 3.2
Bylaws of the Registrant
<PAGE>
BYLAWS
OF
FIRSTBANK NW CORP.
ARTICLE I
Principal Office
SECTION 1. Principal Office. The principal office and place of
business of the corporation in the state of Washington shall be located in the
City of Clarkston, Asotin County.
SECTION 2. Other Offices. The corporation may have such other
offices as the board of directors may designate or the business of the
corporation may require from time to time.
ARTICLE II
Shareholders
SECTION 1. Place of Meetings. All annual and special meetings of the
shareholders shall be held at the principal office of the corporation or at
such other place within or without the State of Washington as the board of
directors may determine.
SECTION 2. Annual Meeting. A meeting of the shareholders of the
corporation for the election of directors and for the transaction of any other
business of the corporation shall be held annually at such date and time as
the board of directors may determine.
SECTION 3. Special Meetings. Special meetings of the shareholders
for any purpose or purposes may be called in accordance with the procedures
set forth in the Articles of Incorporation.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with rules prescribed by the presiding officer of the
meeting, unless otherwise prescribed by these Bylaws. The board of directors
shall designate, when present, either the chairman of the board or the
president to preside at such meetings.
SECTION 5. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in the case of a special meeting of shareholders,
the purpose or purposes for which the meeting is called, shall be delivered
not less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of the board,
the president, the secretary, or the directors calling the meeting, to each
shareholder of record entitled to vote at such meeting; provided, however,
that notice of a shareholders' meeting to act on an amendment to the Articles
of Incorporation, a plan of merger or share exchange, a proposed sale of
assets pursuant to Section 23B.12.020 of the Revised Code of Washington or its
successor, or the dissolution of the corporation shall be given no fewer than
20 nor more than 60 days before the meeting date. If mailed, such notice
shall be deemed to be delivered when deposited in the mail, addressed to the
shareholder at the address as it appears on the stock transfer books or
records of the corporation as of the record date prescribed in Section 6 of
this Article II, with postage thereon prepaid. When any shareholders'
meeting, either annual or special, is adjourned for 120 days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting.
It shall not be necessary to give any notice of the time and place of any
meeting adjourned for less than 120 days or of the business to be transacted
at the meeting, other than an announcement at the meeting at which such
adjournment is taken.
SECTION 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date in any case
shall be not more than 70 days, and in case of a meeting of shareholders, not
less than 10 days prior to the date on which the
<PAGE>
particular action, requiring such determination of shareholders, is to be
taken. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the day before the date on which
notice of the meeting is mailed or the date on which the resolution of the
board of directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment.
SECTION 7. Voting Lists. At least 10 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books
for shares of the corporation shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
This list of shareholders shall be kept on file at the home office of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours, for a period of 10 days prior to such meeting.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to inspection by any shareholder during the
entire time of the meeting. The original stock transfer book shall be prima
facie evidence of the shareholders entitled to examine such list or transfer
books or to vote at any meeting of shareholders. Failure to comply with the
requirements of this bylaw shall not affect the validity of any action taken
at the meeting.
SECTION 8. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. The shareholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If a quorum is present or represented at a meeting, a majority of
those present or represented may transact any business which comes before the
meeting, unless a greater percentage is required by law. If less than a
quorum of the outstanding shares is represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been
transacted at the meeting as originally notified, and in the case of any
adjourned meeting called for the election of directors, those who attend the
second of the adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors.
SECTION 9. Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact. Proxies solicited on behalf of management shall
be voted as directed by the shareholder or, in the absence of such direction,
as determined by a majority of the board of directors. All proxies shall be
filed with the secretary of the corporation before or at the commencement of
meetings. No proxy may be effectively revoked until notice in writing of such
revocation has been given to the secretary of the corporation by the
shareholder (or his duly authorized attorney in fact, as the case may be)
granting the proxy. No proxy shall be valid after eleven months from the date
of its execution unless it is coupled with an interest.
SECTION 10. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by any officer, agent or proxy as
the Bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine. A
certified copy of a resolution adopted by such directors shall be conclusive
as to their action.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.
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If shares are held jointly by three or more fiduciaries, the will of the
majority of the fiduciaries shall control the manner of voting or giving of a
proxy, unless the instrument or order appointing such fiduciaries otherwise
directs.
A shareholder, whose shares are pledged, shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter, the pledgee shall be entitled to vote the shares so
transferred.
Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
SECTION 11. Voting of Shares in the Name of Two or More Persons. When
ownership of stock stands in the name of two or more persons, in the absence
of written directions to the corporation to the contrary, at any meeting of
the shareholders of the corporation any one or more of such shareholders may
cast, in person or by proxy, all votes to which such ownership is entitled.
In the event an attempt is made to cast conflicting votes, in person or by
proxy, by the several persons in whose name shares of stock stand, the vote or
votes to which these persons are entitled shall be cast as directed by a
majority of those holding such stock and present in person or by proxy at such
meeting, but no votes shall be cast for such stock if a majority cannot agree.
SECTION 12. Voting. Every holder of outstanding shares of capital
stock of the corporation entitled to vote at any meeting shall be entitled to
the number of votes (if any) as set forth in the Articles of Incorporation.
Unless otherwise provided in the Articles of Incorporation, by statute, or by
these Bylaws, a majority of those votes cast by shareholders at a lawful
meeting shall be sufficient to pass on a transaction or matter.
SECTION 13. Informal Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting if
consent in writing, setting forth the action so taken, shall be given by all
of the shareholders entitled to vote with respect to the subject matter.
SECTION 14. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons, other than
nominees for office, as inspectors of election to act at such meeting or any
adjournment thereof. The number of inspectors shall be either one or three.
If the board of directors so appoints either one or three inspectors, that
appointment shall not be altered at the meeting. If inspectors of election
are not so appointed, the chairman of the board or the president may make such
appointment at the meeting. In case any person appointed as inspector fails
to appear or fails or refuses to act, the vacancy may be filled by appointment
by the board of directors in advance of the meeting or at the meeting by the
chairman of the board or the president.
Unless otherwise prescribed by applicable law, the duties of such
inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,
the existence of a quorum, the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges
and questions in any way arising in connection with the right to vote;
counting and tabulating all votes or consents; determining the result; and
such acts as may be proper to conduct the election or vote with fairness to
all shareholders.
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ARTICLE III
Board of Directors
SECTION 1. General Powers. All corporate powers shall be exercised
by, or under authority of, and the business and affairs of the corporation
shall be managed under the direction of, the board of directors. The board of
directors shall annually elect a chairman of the board and a president from
among its members and shall designate, when present, either the chairman of
the board or the president to preside at its meetings.
SECTION 2. Number, Term and Election. The number of directors of the
corporation shall be fixed from time to time exclusively by resolution adopted
by a majority of the total number of the corporation's directors. The members
of each class shall be elected for a term of three years and until their
successors are elected or qualified. One class shall be elected by ballot
annually. The board of directors shall be classified in accordance with the
provisions of the corporation's Articles of Incorporation.
SECTION 3. Regular and Special Meetings. An annual meeting of the
board of directors shall be held without other notice than this bylaw
immediately after the annual meeting of shareholders, and at the same place as
the annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place, for the holding of additional regular meetings
without other notice than such resolution.
Special meetings of the board of directors may be called by or at the
request of the chairman of the board or the president, or by one-third of the
directors. The persons authorized to call special meetings of the board of
directors may fix any place within or without the State of Washington as the
place for holding any special meeting of the board of directors called by such
persons.
Members of the board of directors may participate in regular or special
meetings by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other. Such
participation shall constitute attendance in person, but shall not constitute
attendance for the purpose of compensation pursuant to Section 11 of this
Article III.
SECTION 4. Notice of Special Meeting. Written notice of any special
meeting shall be given to each director at least two days prior thereto
delivered personally or by telegram or at least five days previous thereto
delivered by mail at the address at which the director is most likely to be
reached. If mailed to the address at which the director is most likely to be
reached, such notice shall be deemed to be delivered when deposited in the
mail so addressed, with postage thereon prepaid. Any director may waive
notice of any meeting by a writing filed with the secretary. The attendance
of a director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
SECTION 5. Quorum. A majority of the number of directors fixed in
accordance with Section 2 of this Article III shall constitute a quorum for
the transaction of business at any meeting of the board of directors, but if
less than such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time. Notice of any adjourned
meeting shall be given in the same manner as prescribed by Section 4 of this
Article III.
SECTION 6. Manner of Acting. The act of the majority of the
directors present at a meeting or adjourned meeting at which a quorum is
present shall be the act of the board of directors, unless a greater number is
prescribed by these Bylaws, the Articles of Incorporation or the laws of
Washington.
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SECTION 7. Action Without a Meeting. Any action required or
permitted to be taken by the board of directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors.
SECTION 8. Resignation. Any director may resign at any time by
sending a written notice of such resignation to the principal office of the
corporation addressed to the chairman of the board, the president or the
secretary. Unless otherwise specified therein, such resignation shall take
effect upon receipt thereof by the chairman of the board or the president.
SECTION 9. Removal. A director or the entire board of directors may
be removed only in accordance with the procedures set forth in the Articles of
Incorporation.
SECTION 10. Vacancies. Vacancies of the board of directors may be
filled only in accordance with the procedures set forth in the Articles of
Incorporation.
SECTION 11. Compensation. Directors, as such, may receive a stated
fee for their services. By resolution of the board of directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
actual attendance at each regular or special meeting of the board of
directors. Members of either standing or special committees may be allowed
such compensation for actual attendance at committee meetings as the board of
directors may determine. Nothing herein shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
remuneration therefor.
SECTION 12. Presumption of Assent. A director of the corporation who
is present at a meeting of the board of directors at which action on a
corporation matter is taken shall be presumed to have assented to the action
taken unless his dissent or abstention shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the secretary of the
corporation within five (5) days after the date he receives a copy of the
minutes of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
SECTION 13. Age Limitation. No person 75 years of age or older shall
be eligible for election, re-election, appointment or reappointment to the
board of directors of the corporation. No director shall serve as such beyond
his or her 75th birthday, except that directors serving as such as of the date
of the adoption of these Bylaws may serve the remainder of their terms.
SECTION 14. Qualification. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the
corporation.
SECTION 15. Advisory Directors. The board of directors may by
resolution appoint advisory directors to the board, who shall have such
authority and receive such compensation and reimbursement as the board of
directors shall provide. Advisory director or directors emeriti shall not
have the authority to participate by vote in the transaction of business.
ARTICLE IV
Committees of the Board of Directors
SECTION 1. Appointment. The board of directors may, by resolution
adopted by a majority of the full board, designate one or more committees,
each consisting of two or more directors, to serve at the pleasure of the
board of directors. The board of directors may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of any such committee.
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SECTION 2. Authority. Any such committee shall have all the
authority of the board of directors, except to the extent, if any, that such
authority shall be limited by the resolution appointing the committee; and
except also that no committee shall have the authority of the board of
directors with reference to: the declaration of dividends; the amendment of
the Articles of Incorporation or Bylaws of the corporation, or recommending
to the shareholders a plan of merger, consolidation, or conversion; the sale,
lease, or other disposition of all or substantially all of the property and
assets of the corporation otherwise than in the usual and regular course of
its business; a voluntary dissolution of the corporation; a revocation of any
of the foregoing; the approval of a transaction in which any member of the
committee, directly or indirectly, has any material beneficial interest; the
filling of vacancies on the board of directors or in any committee; or the
appointment of other committees of the board of directors or members thereof.
SECTION 3. Tenure. Subject to the provisions of Section 7 of this
Article IV, each member of a committee shall hold office until the next
regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the committee.
SECTION 4. Meetings. Unless the board of directors shall otherwise
provide, regular meetings of any committee appointed pursuant to this Article
IV shall be at such times and places as are determined by the board of
directors, or by any such committee. Special meetings of any such committee
may be held at the principal executive office of the corporation, or at any
place which has been designated from time to time by resolution of such
committee or by written consent of all members thereof, and may be called by
any member thereof upon not less than one day's notice stating the place,
date, and hour of the meeting, which notice shall be given in the manner
provided for the giving of notice to members of the board of directors of the
time and place of special meetings of the board of directors.
SECTION 5. Quorum. A majority of the members of any committee shall
constitute a quorum for the transaction of business at any meeting thereof.
SECTION 6. Action Without a Meeting. Any action required or
permitted to be taken by any committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of any such committee.
SECTION 7. Resignations and Removal. Any member of any committee may
be removed at any time with or without cause by resolution adopted by a
majority of the full board of directors. Any member of any committee may
resign from any such committee at any time by giving written notice to the
president or secretary of the corporation. Unless otherwise specified, such
resignation shall take effect upon its receipt; the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 8. Procedure. Unless the board of directors otherwise
provides, each committee shall elect a presiding officer from its members and
may fix its own rules of procedure which shall not be inconsistent with these
Bylaws. It shall keep regular minutes of its proceedings and report the same
to the board of directors for its information at the meeting held next after
the proceedings shall have occurred.
ARTICLE V
Officers
SECTION 1. Positions. The officers of the corporation shall be a
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be elected by the board of directors. The board of directors may
also designate the chairman of the board as an officer. The president shall
be the chief executive officer unless the board of directors designates the
chairman of the board as chief executive officer. The president shall be a
director of the corporation. The offices of the secretary and treasurer may
be held by the same person and a vice president may also be either the
secretary or the treasurer. The board of directors may designate one or more
vice presidents as executive vice president or senior vice president. The
board of directors may also elect or authorize the appointment of such other
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officers as the business of the corporation may require. The officers shall
have such authority and perform such duties as the board of directors may from
time to time authorize or determine. In the absence of action by the board of
directors, the officers shall have such powers and duties as generally pertain
to their respective offices.
SECTION 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of the
shareholders. If the election of officers is not held at such meeting, such
election shall be held as soon thereafter as possible. Each officer shall
hold office until his successor shall have been duly elected and qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided. Election or appointment of an officer, employee
or agent shall not of itself create contract rights. The board of directors
may authorize the corporation to enter into an employment contract with any
officer in accordance with applicable law.
SECTION 3. Removal. Any officer may be removed by vote of two-thirds
of the board of directors whenever, in its judgment, the best interests of the
corporation will be served thereby, but such removal, other than for cause,
shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.
SECTION 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.
ARTICLE VI
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. Except as otherwise prescribed by these Bylaws
with respect to certificates for shares, the board of directors may authorize
any officer, employee, or agent of the bank to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name,
unless authorized by the board of directors. Such authority may be general or
confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness in the
name of the corporation shall be signed by one or more officer, employee, or
agent of the corporation in such manner as shall from time to time be
determined by the board of directors.
SECTION 4. Deposits. All funds of the corporation not otherwise
employed shall be deposits from time to time to the credit of the corporation
in any of its duly authorized depositories as the board of directors may
select.
SECTION 5. Shares of Another Corporation. Shares of another
corporation held by this corporation may be voted by the president or any vice
president, or by proxy appointment form by either of them, unless the
directors by resolution shall designate some other person to vote the shares.
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ARTICLE VII
Certificates for Shares and Their Transfer
SECTION 1. Certificates for Shares. The shares of the corporation
shall be represented by certificates signed by the chairman of the board of
directors or by the president or a vice president and by the treasurer or by
the secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. Any or all of the signatures upon a
certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation
itself or an employee of the corporation. If any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before the certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer at the date
of its issue.
SECTION 2. Form of Share Certificates. All certificates representing
shares issued by the corporation shall set forth upon the face or back that
the corporation will furnish to any shareholder upon request and without
charge a full statement of the designations, preferences, limitations, and
relative rights of the shares of each class authorized to be issued, the
variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined, and the
authority of the board of directors to fix and determine the relative rights
and preferences of subsequent series.
Each certificate representing shares shall state upon the face thereof:
that the corporation is organized under the laws of the State of Washington;
the name of the person to whom issued; the number and class of shares; the
date of issue; the designation of the series, if any, which such certificate
represents; the par value of each share represented by such certificate, or a
statement that the shares are without par value. Other matters in regard to
the form of the certificates shall be determined by the board of directors.
SECTION 3. Payment for Shares. No certificate shall be issued for
any shares until such share is fully paid.
SECTION 4. Transfer of Shares. Transfer of shares of capital stock
of the corporation shall be made only on its stock transfer books. Authority
for such transfer shall be given only by the holder of record thereof or by
his legal representative, who shall furnish proper evidence of such authority,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the corporation. Such transfer shall be made only on surrender for
cancellation of the certificate for such shares. The person in whose name
shares of capital stock stand on the books of the corporation shall be deemed
by the corporation to be the owner thereof for all purposes.
SECTION 5. Stock Ledger. The stock ledger of the corporation shall
be the only evidence as to who are the shareholders entitled to examine the
stock ledger, the list required by Section 7 of Article II or the books of the
corporation, or to vote in person or by proxy at any meeting of shareholders.
SECTION 6. Lost Certificates. The board of directors may direct a
new certificate to be issued in place of any certificate theretofore issued by
the corporation alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen, or destroyed. When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate, or his legal representative, to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed.
SECTION 7. Beneficial Owners. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such shares
on the part of any other person, whether or not the corporation shall have
express or other notice thereof, except as otherwise provided by law.
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ARTICLE VIII
Fiscal Year; Annual Audit
The fiscal year of the corporation shall end on the 31st day of March of
each year. The corporation shall be subject to an annual audit as of the end
of its fiscal year by the independent public accountants appointed by and
responsible to the board of directors.
ARTICLE IX
Dividends
Subject to the terms of the corporation's Articles of Incorporation and
the laws of the State of Washington, the board of directors may, from time to
time, declare, and the corporation may pay, dividends upon its outstanding
shares of capital stock.
ARTICLE X
Corporate Seal
The corporation need not have a corporate seal. If the directors adopt a
corporate seal, the seal of the corporation shall be circular in form and
consist of the name of the corporation, the state and year of incorporation.
ARTICLE XI
Amendments
In accordance with the corporation's Articles of Incorporation, these
Bylaws may be repealed, altered, amended or rescinded by the shareholders of
the corporation only by vote of not less than 80% of the outstanding shares of
capital stock of the corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
shareholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or rescission is included in the notice of such
meeting). In addition, the board of directors may repeal, alter, amend or
rescind these Bylaws by vote of two-thirds of the board of directors at a
legal meeting held in accordance with the provisions of these Bylaws.
* * *
Adopted this 19th day of August, 1999.
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