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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
REGISTRATION OF CLASS OF SECURITIES UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
CITIZENS BANCORP
(Name of registrant in its charter)
91-1841688
Oregon (I.R.S. Employer
(State of incorporation) Identification No.)
275 Southwest Third Street
P.O. Box 30
Corvallis, Oregon 97339
(Address of principal executive offices)
Issuer's telephone number: (541) 752-5161
Agent for service: Lark E. Wysham, CFO
275 Southwest Third Street
Telephone number: (541) 752-5161
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common
Stock, no par value
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(1), please check the following box. [ ]
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ITEM 1.
DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
1. BACKGROUND INFORMATION.
Citizens Bancorp Information
Citizens Bancorp (hereinafter, the "Company") is an Oregon corporation,
and is the parent corporation and holding company of Citizens Bank (the "Bank"),
which is its sole subsidiary.
The Company was incorporated on September 18, 1996 and became the
holding company of the Bank through the merger with the Bank of an interim or
"phantom bank" subsidiary established by the Company for that purpose. As a
result of the merger, the Company acquired 100% of the common stock of the Bank,
and the shareholders of the Bank became shareholders of the Company under a
one-for-one exchange of shares.
The merger was approved by a statutory majority of the shareholders of
the Bank at the annual meeting of shareholders on April 15, 1997, and all
regulatory approvals were received prior to July 1, 1997. The formal effective
date of the merger was July 1, 1997, and the transaction was consummated on that
date.
The merger and the exchange of shares thereunder was exempt from
registration with the Securities and Exchange Commission under Section 3(a)(12)
of the Securities Act of 1993.
Successor Entity Reporting
For reporting purposes, the Company is the successor entity to the Bank,
and the purpose of this registration statement is to register the Company's
common stock as a precondition to the Company's continued reporting under the
Securities Exchange Act of 1934 in lieu of the Bank and as the Bank's successor.
Through the second quarter of 1997, the Bank filed quarterly and annual
statements under Section 13 of the Securities Exchange Act of 1934 with the
offices of the Federal Deposit Insurance Corporation. The Company intends to
file its 10-Q for the third quarter of the 1997 fiscal year, which ended
September 30, as the successor to the Bank within the time required under the
Securities Exchange Act of 1934. All of the Company's quarterly and annual
statements will be filed with the Securities and Exchange Commission.
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2. DESCRIPTION OF SECURITIES (ITEM 202, REGULATION S-K).
Common Stock
This Registration Statement covers the Company's 5,000,000 shares of
authorized common stock (the "Common Stock"), of which 1,922,321 shares are
issued and outstanding as of the date of this Registration Statement.
Holders of Common Stock have one vote for each share held of record on
all matters submitted to a shareholder vote, and are entitled to receive ratably
such dividends, if any, declared by the Board of Directors of the Company out of
funds legally available for the payment of dividends. All shares of Common Stock
are fully paid and non-assessable. In the event of liquidation, holders of
Common Stock are entitled to receive pro-rata any assets distributable after
payment of liabilities and the liquidation preference on shares of Preferred
Stock, if any, then outstanding. There are no conversion, preemptive or
redemption rights of Common Stock.
Preferred Stock
The Board of Directors has the authority to issue Preferred Stock in one
or more series and to fix the dividend rights, dividend rate, conversion rights,
voting rights, rights and terms of redemption, liquidation preferences, and the
number of shares constituting any such series without any further action by the
shareholders unless such action is required by applicable rules or regulations
or by the terms of other outstanding series of Preferred Stock. As of the date
of this Registration Statement there were no shares of Company Preferred Stock
issued or outstanding.
Provisions in Articles of Incorporation
The Articles of Incorporation (the "Articles") of the Company provide
that directors may be removed by shareholders during their terms only "for
cause." What constitutes "cause" is very limited and is defined in the Articles.
The Articles also provide that only remaining Board members may fill vacancies
on the Board and not the shareholders, and that the Board itself may remove
directors without cause by a two-thirds vote of the directors in office at the
time of the vote.
Under the Articles, directors of the Company serve staggered terms. The
members of the Board of Directors are divided into three groups, and the terms
of only one group of directors expire in any given year. The individuals elected
to fill the vacant positions at each annual meeting serve three year terms.
Any proposal for the merger, acquisition, consolidation or sale of the
Company or its assets, which is not supported by a majority of the Board,
requires a vote of two-thirds of all of the votes entitled to be cast on the
matter. In addition, under the Articles
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shareholders must provide advance notice in order to nominate directors at the
annual meeting or to bring up other business which requires shareholder action.
With respect to the foregoing provisions, a two-thirds vote of all of
the votes entitled to be cast on the matter is required to amend or repeal the
provisions.
Indemnification
Under the Articles and the Bylaws of the Company, the Company has broad
powers to indemnify its directors and officers against liabilities they may
incur in such capacities, including liabilities under the securities laws. The
Company's Articles and Bylaws require the Company to indemnify its directors,
officers and employees to the full extent permitted by Oregon law. Such
indemnification extends to liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as such, including
proceedings under the Securities Act of 1933 or the Securities Exchange Act of
1934. These documents further provide that the rights conferred under them shall
not be deemed to be exclusive of any other right such persons may have or
acquire under any statute, bylaw, agreement, general or specific action of the
Board of Directors of the Company, vote of shareholders or other document or
arrangement.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Form 8-A to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Corvallis,
State of Oregon, on October 27, 1997.
CITIZENS BANCORP, Registrant
By: /s/ WILLIAM V. HUMPHREYS
---------------------------------------
William V. Humphreys, President and CEO
By: /s/ LARK E. WYSHAM
---------------------------------------
Lark E. Wysham, Vice President and CFO
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Exhibit 3.(i) - Articles of Incorporation of the Company 6
Exhibit 3.(ii) - Bylaws of the Company 12
</TABLE>
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Exhibit 3.(i)
ARTICLES OF INCORPORATION
CITIZENS BANCORP
ARTICLE I
The name of the Corporation is Citizens Bancorp.
ARTICLE II
(1) The Corporation is authorized to issue 5,000,000 shares of Common
Stock.
(2) Holders of Common Stock are entitled to one vote per share on any
matter submitted to the shareholders. On dissolution of the Corporation, after
any preferential amount with respect to Preferred Stock or other share classes
has been paid or set aside, the holders of Common Stock and the holders of any
series of other share classes entitled to participate in the distribution of
assets are entitled to receive the net assets of the Corporation.
(3) The Board of Directors (the "Board") is authorized, subject to
limitations prescribed by the Oregon Business Corporation Act, as amended from
time to time (the "Act"), and by the provisions of this Article, to provide for
the issuance of other classes of shares in series, including without limitation
Preferred Stock, to establish from time to time the number of shares to be
included in each series, and to determine the designations, relative rights,
preferences and limitations of the shares of each series. The authority of the
Board with respect to each series includes, without limitation, determination of
the following:
(a) The number of shares in and the distinguishing designation of
that series;
(b) Whether shares of that series shall have full, special,
conditional, limited or no voting rights, except to the extent otherwise
provided by the Act;
(c) Whether shares of that series shall be convertible and
the terms and conditions of the conversion, including provision for the
adjustment of the conversion rate in circumstances determined by the Board;
(d) Whether shares of that series shall be redeemable and the
terms and conditions of the redemption, including the date or dates upon or
after which they shall be redeemable and the amount per share payable in case of
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redemption, which amount may vary under different conditions or at different
redemption dates;
(e) The dividend rate, if any, on shares of that series, the
manner of calculating any dividends, and the preferences of any dividends;
(f) The rights of shares of that series in the event of voluntary
or involuntary dissolution of the Corporation, and the rights of priority of
that series relative to the Common Stock and any other series of Preferred Stock
on the distribution of assets on dissolution; and
(g) Any other rights, preferences and limitations of that series
that are permitted by law to vary.
ARTICLE III
(1) The Board shall supervise the business of the Corporation.
(2) The Board shall consist of not more than twelve (12) and not less
than eight (8) members. The exact number of directors at any given time shall be
fixed within these limits by approval of the directors.
(3) The Board shall be divided into three classes, none of which shall
have less than two (2) members, identified as class (A), class (B), and class
(C). The term of office of directors in class (A) shall expire at the first
annual meeting of shareholders after their election or when their successors are
qualified and elected. The term of office of directors in class (B) shall expire
at the second annual meeting of shareholders after their election or when their
successors are qualified and elected. The term of office of directors in class
(C) shall expire at the third annual meeting of shareholders after their
election or when their successors are qualified and elected. At each meeting
thereafter, the number of directors equal to the number in the class whose term
expires at the time of such meeting shall be elected to hold office until the
third succeeding annual meeting or until their successors are qualified and
elected.
(4) The shareholders of the Corporation may remove one or more directors
only for cause, and only by a vote of two-thirds of the shareholders entitled to
vote on the matter. If the director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove the director. A director may be removed by the shareholders only
at a meeting called for the purpose of removing the director. The notice of such
meeting must state that the purpose, or one of the purposes, of the meeting is
the removal of the director. For the purposes of this Article, "cause" shall
mean (i) any breach of a director's duty of loyalty to the Corporation or its
shareholders, (ii) acts or omissions of a director which are not in good faith
or which involve intentional misconduct or a knowing violation of the law, (iii)
any distribution to
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a director which is unlawful under the provisions of ORS 60.367, or (iv) any
transaction with the Corporation from which the director derived an improper or
illegal personal benefit.
(5) Any directorship to be filled by reason of a vacancy in the Board or
a vacancy resulting from an increase in the number of directors shall be filled
by the affirmative vote of a majority of all the directors remaining in office.
Such vacancy shall be filled by the Board for the unexpired term of such vacancy
at the first regular meeting of the Board after the vacancy occurs. Shareholders
may not fill vacancies.
(6) The directors of the Corporation may remove one or more directors
with or without cause by a two-thirds vote of the directors in office at the
time of the vote.
(7) Notwithstanding any other provisions of these Articles of
Incorporation or the bylaws of the Corporation, the provisions of this Article
III may not be amended or repealed, and no provisions inconsistent herewith may
be adopted by the Corporation, without the affirmative vote of two-thirds of all
of the votes entitled to be cast on the matter.
ARTICLE IV
(1) Any offer, proposal or plan to (a) merge, consolidate or combine the
Corporation and/or any of its subsidiaries in any way with any other
corporation, entity or affiliate thereof, or to (b) sell all or substantially
all of the Corporation and/or any of its subsidiaries or assets to any other
corporation, entity or affiliate thereof, which offer, proposal or plan is not
approved by a majority of the Board, must be approved by the affirmative vote of
two-thirds of the shares of each class of stock of the Corporation entitled to
vote on the proposal.
(2) Notwithstanding any other provisions of these Articles of
Incorporation or the bylaws of the Corporation, the provisions of this Article
IV may not be amended or repealed, and no provisions inconsistent herewith may
be adopted by the Corporation, without the affirmative vote of two-thirds of all
of the votes entitled to be cast on the matter.
ARTICLE V
(1) No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a director,
provided that this Article shall not eliminate the liability of a director for
(i) any breach of a director's duty of loyalty to the Corporation or its
shareholders, (ii) acts or omissions of a director which are not in good faith
or which involve
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intentional misconduct or a knowing violation of the law, (iii) any distribution
to a director which is unlawful under the provisions of ORS 60.367, (iv) any
transaction with the Corporation from which the director derived an improper or
illegal personal benefit, or (v) any act or omission for which such elimination
of liability is not permitted under the Act.
(2) No amendment to the Act that further limits the acts or omissions
for which elimination of liability is permitted shall affect the liability of a
director for any act or omission occurring prior to the effective date of the
amendment.
(3) If the Act or other Oregon law is amended to authorize the
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation shall be so eliminated or limited to the fullest
extent permitted by the Act or by Oregon law as so amended.
ARTICLE VI
(1) The Corporation shall indemnify to the fullest extent not prohibited
by the Act or other law any current or former director of the Corporation who is
made, or threatened to be made, a party to an action, suit or proceeding,
whether civil, criminal, administrative, investigative or other, including an
action, suit or proceeding by or in the right of the Corporation, by reason of
the fact that such person was or is a director, employee or agent of the
Corporation or any of its subsidiaries, or was or is a fiduciary within the
meaning of the Employee Retirement Income Security Act of 1974 with respect to
any employee benefit plan of the Corporation or any of its subsidiaries, or
serves or served at the request of the Corporation as a director, officer,
employee or agent, or as a fiduciary of an employee benefit plan, of another
corporation, partnership, joint venture, trust or other enterprise.
(2) The Corporation shall reimburse or pay for the reasonable expenses
incurred by any such current or former director in any such action, suit or
proceeding in advance of the final disposition of the same if the director sets
forth in writing (i) the director's good faith belief of entitlement to
indemnification under this Article, and (ii) the director's agreement to repay
all advances if it is ultimately determined that the director is not entitled to
indemnification.
(3) No amendment to this Article that limits the Corporation's
obligation to indemnify any person shall have any effect on such obligation for
any act or omission that occurs prior to the later of the effective date of the
amendment or the date on which notice of the amendment is given to the person.
This Article shall not be deemed exclusive of any other provisions for
indemnification or advancement of expenses of directors, officers, employees,
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agents and fiduciaries that may be part of or included in any statute, bylaw,
agreement, general or specific action of the Board, vote of shareholders or
other document or arrangement. The Corporation may enter into written agreements
of indemnification.
ARTICLE VII
(1) Unless otherwise permitted by the Board, any business, including
without limitation nominations of directors, may be properly brought before an
annual shareholders meeting, or before any special meeting of shareholders, by a
shareholder only upon the shareholder's timely notice in writing to the
secretary of the Corporation. To be timely, a shareholder's written notice must
be physically received at the principal executive offices of the Corporation not
later than the close of business on the thirtieth (30th) calendar day before the
date of the meeting.
(2) A shareholder's notice under this Article VII shall set forth (i) a
brief description of each matter desired to be brought before the meeting and
the reason for conducting such business at the meeting, (ii) the name and
address of the proposing shareholder, (iii) the class and number of shares of
stock of the Corporation which are beneficially owned by the proposing
shareholder, (iv) any material interest of the shareholder in the business
proposed, and (v) as for each person whom the shareholder proposes to nominate
for election as a director (a) the name, age, business address, and residence
address of such person, (b) the principal occupation or employment of such
person, (c) the class and number or shares of stock, if any, of the Corporation
which are beneficially owned by such person, (d) the proposed nominee's written
consent, and (e) any other information relating to such person that is required
to be disclosed or is otherwise required by any applicable law.
(3) Notwithstanding any other provisions of these Articles of
Incorporation or the bylaws of the Corporation, the provisions of this Article
VII may not be amended or repealed, and no provisions inconsistent herewith may
be adopted by the Corporation, without the affirmative vote of two-thirds of all
of the votes entitled to be cast on the matter.
ARTICLE VIII
The street address and the mailing address of the initial registered
office of the Corporation is 275 South Third Street, Corvallis, Oregon 97333 and
the name of its initial registered agent is William V. Humphreys.
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ARTICLE IX
The name and address of the incorporator is Bennett H. Goldstein,
Attorney at Law, 2548 SW St. Helens Court, Portland, Oregon 97201.
ARTICLE X
The mailing address for notices to the Corporation is c/o Bennett H.
Goldstein, Attorney at Law, 2548 SW St. Helens Court, Portland, Oregon 97201.
Date: September 18, 1996.
/s/ BENNETT H. GOLDSTEIN
------------------------------
Bennett H. Goldstein, Incorporator
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Exhibit 3.(ii)
BYLAWS OF CITIZENS BANCORP
ARTICLE I - SHAREHOLDER MEETINGS
1.1 Annual Meeting. The annual meeting of shareholders shall be held
within 120 days after the close of the fiscal year of the Corporation, for the
election of directors and the transaction of any other business, in Benton
County, Oregon, or at such other time and place permissible under the laws of
Oregon as may be determined by the Board of Directors. If for any cause an
election of directors is not held on the day fixed by this Section, such meeting
shall be adjourned to some future date within thirty (30) days of the annual
meeting date. Business may be brought before the annual meeting by shareholders
as provided in Article VII of the Articles of Incorporation of the Corporation.
1.2 Special Meeting. Special meetings of shareholders may be called by
the Chief Executive Officer, a majority of the Board of Directors, or upon
request of not less than three shareholders who represent in the aggregate not
less than one-third of the capital stock of the Corporation. Notice of all
special meetings shall state specifically the purposes thereof. No business
other than that specified in said notice shall be transacted at any special
meeting unless all shareholders of the Corporation are present either in person
or by proxy, and the holders of not less than two-thirds of all stock shall
consent thereto.
1.3 Notice of Meetings. Written or printed notice stating the place,
day, and hour of the meeting, and the purpose or purposes for which the meeting
is called shall be delivered by the Secretary not less than ten (10) days, but
not more than fifty (50) days, before the date of the meeting, either personally
or by mail, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his or her address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.
1.4 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
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 to be not more than fifty
(50) days and, in the case of a meeting of shareholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken.
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1.5 Proxies. Shareholders may vote at any meeting by proxy. Every proxy
shall be in writing, dated, and signed by the shareholder granting the same,
shall be valid for only one meeting to be specified therein, or any adjournment
thereof, shall specify one or more proxyholders by name, and shall be revocable
by the shareholder granting it at any time prior to its exercise.
1.6 Quorum. At all meetings of shareholders, the holders of a majority
of the capital stock of the Corporation issued and outstanding, present either
in person or by proxy, shall constitute a quorum and shall be necessary for the
transaction of business, but less representation may adjourn such meetings to a
time certain. At any legally constituted meeting of shareholders action by the
holders of a majority of the shares of stock represented shall control unless
otherwise provided for in these bylaws or by law.
1.7 Vote. At all meetings of shareholders, each shareholder shall be
entitled to one vote for each share of stock held by such shareholder on the
record date for such meeting.
ARTICLE II - DIRECTORS
2.1 Responsibilities. The business of the Corporation shall be run under
the supervision of the Board of Directors.
2.2 Number and Term. The number and terms of service of the members of
the Board of Directors shall be as provided in Article III of the Articles of
Incorporation of the Corporation.
2.3 Organization. Within one month from the date of its election, the
Board of Directors shall meet for the purpose of organization and election of
executive officers and a chairman of the Board hereinafter specified. No
director shall take office prior to qualifying and taking an oath of office as
required by law.
2.4 Regular Meetings. The Board of Directors shall hold a regular
meeting at least once a month on such dates as may be fixed by the Chairman of
the Board and the Chief Executive Officer, on not less than five (5) days
notice. At every such meeting, the Chief Executive Officer or President shall
submit a report, in such detail as the Board may specify, concerning business
activities during the preceding month or since the last report, including loans
or other extensions of credit to officers, directors, and employees thereof. The
Board of Directors shall examine and pass upon such report and make the same a
part of the record of such meeting, by recording the same in full in the
minutes, and such record shall show their approval or disapproval of same and be
subscribed to by each director present at such meeting.
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2.5 Special Meetings. Special meetings of the Board of Directors may be
held from time to time upon the call of the Chairman of the Board, the Chief
Executive Officer, or not less than one-half of the duly elected, qualified and
acting directors. Notice of such meeting shall be given by the person or persons
calling the same, by mail not less than five (5) days before the time fixed for
such meeting. The presence of any director shall constitute a waiver of the
notice of such meeting. Notice of all special meetings shall state specifically
the purposes thereof.
2.6 Quorum. A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business.
2.7 Employment of Officers. The Board of Directors shall authorize the
employment and compensation of all officers of the Corporation.
2.8 Director Attendance. All directors shall attend each meeting of the
Board of Directors. If unable to attend, the director will be given an excused
or unexcused absence by a majority of the directors. If any director has a total
of three (3) unexcused absences within the operating year (between annual
meetings) such director shall cease to be a member of the Board of Directors,
which shall thereafter declare a vacancy which may be filled in the usual
manner.
2.9 Retirement. No person shall be eligible for nomination, election or
re-election as a director or as a director emeritus of the Corporation who has
attained the age of seventy (70) years, or who will attain such age prior to the
first day of July in the calendar year in which such nomination, election or
re-election would otherwise occur.
2.10 Non-Voting Emeritus Directors. The Board of Directors may in its
sole discretion, and at any time, elect one or more non-voting emeritus
directors to serve as provided below.
2.10.1 An emeritus director shall be at least sixty (60) years of
age and no more than seventy (70) years of age.
2.10.2 An emeritus director shall have been for five (5) years or
more, and on the date of such director's 60th birthday shall have been, a member
of the Board of Directors of the Corporation or of a subsidiary or other
affiliate of the Corporation, and on the date of election as an emeritus
director shall no longer be a member of the Board of Directors, either through
resignation from the Board or otherwise. An individual who has resigned from the
Board as a regular director may be elected as an emeritus director by a simply
majority of the Board. An individual who failed to be re-elected to the Board as
a regular
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director may be elected as an emeritus director by a two-thirds majority of the
Board.
2.10.3 No emeritus director may serve in such capacity for more
than (5) five years, and the term of office of an emeritus director shall
terminate automatically on the date of such director's seventieth (70th)
birthday.
2.10.4 An emeritus director may attend meetings of the Board of
Directors by invitation of the Board only, may participate in discussions in
such meetings, but shall have no voting rights as a director.
2.10.5 An emeritus director shall receive the regular monthly fee
payable to members of the Board whether or not such emeritus director attends
meetings of the Board; provided, that any emeritus director receiving or
eligible to receive benefits from any pension or profit sharing plan of the
Corporation or any subsidiary or other affiliate of the Corporation shall not
receive a monthly director's fee.
2.10.6 An emeritus director may be removed from office by a simple
majority vote of the Board of Directors at any time and for any reason.
2.10.7 The shareholders of the Corporation shall have no right to
elect emeritus directors.
ARTICLE III - COMMITTEES
3.1 Committees. The Board of Directors may establish one or more
committees in its sole discretion, which shall have such duties as may be
delegated by the Board.
3.2 Term and Purposes. All committees established by the Board of
Directors shall exist for such time and for such purposes as it determines.
ARTICLE IV - OFFICERS
4.1 Officers. The officers of the Corporation shall be a President,
who shall be a member of the Board of Directors, a Chief Executive Officer, and
one or more Vice Presidents. One of the above officers shall be designated
Secretary. Other officers may be appointed by the Board of Directors from time
to time. One individual may serve as both President and Chief Executive Officer.
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4.2 Terms of Office. The Chief Executive Officer, the President,
any Vice Presidents, and the Secretary shall hold office for the current year
for which they shall be appointed, or as provided under any written employment
agreements, unless and until they shall resign, become disqualified or be
removed. Any vacancies occurring in any of the said offices shall be filled by
the Board of Directors.
4.3 Duties of the Chief Executive Officer and President. The Chief
Executive Officer and President shall perform all such duties as the Board of
Directors may from time to time prescribe or as may be required by law.
4.4 Duties of Secretary. The Secretary shall keep a complete record
of the proceedings of all meetings of shareholders and directors, shall have the
custody of the corporate seal, if any, shall attest the signature of the
Corporation and affix the seal when required to do so in the usual course of
business and pursuant to law, and shall perform all such other duties as the
Board of Directors may from time to time prescribe or as may be required by law.
ARTICLE V - CORPORATE STOCK
5.1 Shares of Stock. The shares of stock of the Corporation may be
represented by stock certificates, signed by both the Chief Executive Officer
and the Secretary of the Corporation, with the corporate seal, if any, affixed.
In the absence of the signature of the Secretary, any Vice President may provide
the second signature. Each stock certificate shall state upon the face thereof
that it is transferable only on the books of the Corporation.
5.2 Stock Certificates. Certificates of stock shall be numbered and
registered in the order in which they are issued. All certificates shall be
issued in consecutive order therefrom and upon the stub of each certificate
shall be entered the name of the person owning all shares therein represented,
the number of shares represented thereby, and the date of the issuance thereof.
All certificates exchanged or returned to the Corporation shall be marked
"cancelled," the date of cancellation shall be noted thereon, and the
certificate shall be retained.
5.3 Stock Transfer. The shares of stock of the Corporation shall be
transferable and assignable only upon the books of the Corporation. No new stock
certificate shall be issued until the old certificate has been properly
assigned, transferred, and surrendered for cancellation.
5.4 Lost Certificate. If any certificate is accidentally destroyed
or lost, upon satisfactory proof of such destruction or loss and the receipt of
satisfactory indemnity from the shareholder, the Board of Directors may
authorize issuance of a new certificate.
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5.5 Shares Without Certificates. The Corporation may issue shares
of stock without certificates as provided under ORS 60.164.
ARTICLE VI - INDEMNIFICATION
6.1 Indemnification. The Corporation shall indemnify officers and
directors of the Corporation to the fullest extent permitted under law.
ARTICLE VII - GENERAL PROVISIONS
7.1 Real Estate. All instruments for the purpose of transferring
and conveying real estate or any agreement involving real estate shall be
executed in the name of the Corporation under authority of a resolution by the
Board of Directors, signed by the Chief Executive Officer or President, with the
corporate seal affixed when required.
7.2 Satisfaction of Mortgages. Mortgages, trust deeds and security
agreements, upon payment thereof, may be released by the Chief Executive Officer
or to the extent directed by the Chief Executive Officer. Such releases may be
made in any manner as now or may hereafter be provided by law.
7.3 Signing Authorization. All checks, drafts, vouchers or other
obligations representing the current expenses and current business transactions
of the Corporation shall be signed by the Chief Executive Officer, or by such
officer or employee of the Corporation as may be designated by the Chief
Executive Officer. The Corporation shall not be liable upon any obligation that
does not arise in the ordinary course of business as a current transaction,
unless the same is authorized by a resolution of the Board of Directors.
7.4 Records. The organization papers of the Corporation, records of
proceedings at all regular and special meetings of the Board of Directors, the
Bylaws and all changes and all amendments thereof, the reports of committees,
and all other proceedings shall be recorded in detail in the minutes book. Every
official communication from any State of Oregon regulatory authority shall be
noted in the minutes as required by law. The minutes of each meeting of the
Board of Directors shall be signed by all directors who were in attendance and
in addition thereto attested by the Secretary.
7.5 Inspection of Bylaws. A copy of the Bylaws of the Corporation
and all amendments thereto shall be kept in a convenient place at the head
office of the Corporation and made accessible to any stockholder during the
regular hours of business.
17
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7.6 Amendments of Bylaws. The Bylaws may be amended, altered or
repealed at any regular or special meeting of the shareholders, or at any
regular or special meeting of the Board of Directors by a vote of a majority of
the number of directors on the Board of Directors at the time of such vote.
7.7 Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.
7.8 Articles of Incorporation. The provisions of the Bylaws are
subject to the Articles of Incorporation of the Corporation. In the event of any
conflict between the Bylaws and the Articles of Incorporation, the Articles of
Incorporation shall control.
Date of Adoption: October 15, 1996.
