<PAGE> 128
EXHIBIT 3.2
BYLAWS
OF
EXHAUST TECHNOLOGIES, INC
I. SHAREHOLDER'S MEETING.
.01 Annual Meetings.
The annual meeting of the shareholders of this Corporation,
for the purpose of election of Directors and for such other
business as may come before it, shall be held at the
registered office of the Corporation, or such other places,
either within or without the State of Washington, as may be
designated by the notice of the meeting, on the third week in
July of each and every year, at 1:00 p.m., commencing in 1999,
but in case such day shall be a legal holiday, the meeting
shall be held at the same hour and place on the next
succeeding day not a holiday.
.02 Special Meeting.
Special meetings of the shareholders of this Corporation may
be called at any time by the holders of ten percent (10%) of
the voting shares of the Corporation, or by the president, or
by the Board of Directors or a majority thereof. No business
shall be transacted at any special meeting of shareholders
except as is specified in the notice calling for said meeting.
The Board of Directors may designate any place, either within
or without the State of Washington, as the place of any
special meeting called by the president or the Board of
Directors, and special meetings called at the request of
shareholders shall be held at such place in the State of
Washington, as may be determined by the Board of Directors and
placed in the notice of such meeting.
.03 Notice of Meeting.
Written notice of annual or special meetings of shareholders
stating the place, day, and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which
the meeting is called shall be given by the secretary or
persons authorized to call the meeting to each shareholder of
record entitled to vote at the meeting. Such notice shall be
given not less than ten (10) nor more than fifty (50) days
prior to the date of the meeting, and such notice shall be
<PAGE> 129
deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his/her address as it
appears on the stock transfer books of the Corporation.
.04 Waiver of Notice.
Notice of the time, place, and purpose of any meeting may be
waived in writing and will be waived by any shareholder by
his/her attendance thereat in person or by proxy. Any
shareholder so waiving shall be bound by the proceedings of
any such meeting in all respects as if due notice thereof had
been given.
.05 Quorum and Adjourned Meetings.
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. A majority
of the shares represented at a meeting, even if less than a
quorum, 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. 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.
.06 Proxies.
At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his/her
duly authorized attorney in fact. Such proxy shall be filed
with the secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise
provided in the proxy.
.07 Voting of Shares.
Except as otherwise provided in the Articles of Incorporation
or in these Bylaws, every shareholder of record shall have the
right at every shareholder's meeting to one (1) vote for every
share standing in his/her name on the books of the
Corporation, and the affirmative vote of a majority of the
shares represented at a meeting and entitled to vote thereat
shall be necessary for the adoption of a motion or for the
determination of all questions and business which shall come
before the meeting.
<PAGE> 130
II. DIRECTORS.
.01 General Powers.
The business and affairs of the Corporation shall be managed
by its Board of Directors.
.02 Number, Tenure and Qualifications.
The number of Directors of the Corporation shall be not less
than one nor more than five. Each Director shall hold office
until the next annual meeting of shareholders and until
his/her successor shall have been elected and qualified.
Directors need not be residents of the State of Washington or
shareholders of the Corporation.
.03 Election.
The Directors shall be elected by the shareholders at their
annual meeting each year; and if, for any cause the Directors
shall not have been elected at an annual meeting, they may be
elected at a special meeting of shareholders called for that
purpose in the manner provided by these Bylaws.
.04 Vacancies.
In case of any vacancy in the Board of Directors, the
remaining Director, whether constituting a quorum or not, may
elect a successor to hold office for the unexpired portion of
the terms of the Director whose place shall be vacant, and
until his/her successor shall have been duly elected and
qualified.
.05 Resignation.
Any Director may resign at any time by delivering written
notice to the secretary of the Corporation.
.06 Meetings.
At any annual, special or regular meeting of the Board of
Directors, any business may be transacted, and the Board may
exercise all of its powers. Any such annual, special or
regular meeting of the Board of Directors of the Corporation
may be held outside of the State of Washington, and any member
or members of the Board of Directors of the Corporation may
participate in any such meeting by means of a conference
<PAGE> 131
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other at the same time; the participation by such means shall
constitute presence in person at such meeting.
A. Annual Meeting of Directors.
Annual meetings of the Board of Directors shall be held
immediately after the annual shareholders' meeting or at such
time and place as may be determined by the Directors. No
notice of the annual meeting of the Board of Directors shall
be necessary.
B. Special Meetings.
Special meetings of the Directors shall be called at any time
and place upon the call of the president or any Director.
Notice of the time and place of each special meeting shall be
given by the secretary, or the persons calling the meeting, by
mail, radio, telegram, or by personal communication by
telephone or otherwise at least one (1) day in advance of the
time of the meeting. The purpose of the meeting need not be
given in the notice. Notice of any special meeting may be
waived in writing or by telegram (either before or after such
meeting) and will be waived by any Director in attendance at
such meeting.
C. Regular Meetings of Directors.
Regular meetings of the Board of Directors shall be held at
such place and on such day and hour as shall from time to time
be fixed by resolution of the Board of Directors. No notice
of regular meetings of the Board of Directors shall be
necessary.
.07 Quorum and Voting.
A majority of the Directors presently in office shall
constitute a quorum for all purposes, but a lesser number may
adjourn any meeting, and the meeting may be held as adjourned
without further notice. At each meeting of the Board at which
a quorum is present, the act of a majority of the Directors
present at the meeting shall be the act of the Board of
Directors. The Directors present at a duly organized meeting
may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Directors to leave
less than a quorum.
<PAGE> 132
.08 Compensation.
By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a
stated salary as Director. No such payment shall preclude any
Director from serving the Corporation in any other capacity
and receiving compensation therefor.
.09 Presumption of Assent.
A Director of the Corporation who is present at a meeting of
the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action
taken unless his/her dissent shall be entered in the minutes
of the meeting or unless he/she shall file his/her 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 immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted
in favor of such action.
.10 Executive and Other Committees.
The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its
members an executive committee and one of more other
committees, each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of
the Board of Directors, but no such committee shall have the
authority of the Board of Directors, in reference to amending
the Articles of Incorporation, adoption a plan of merger or
consolidation, recommending to the shareholders the sale,
lease, exchange, or other disposition of all of substantially
all the property and assets of the dissolution of the
Corporation or a revocation thereof, designation of any such
committee and the delegation thereto of authority shall not
operate to relieve any member of the Board of Directors of any
responsibility imposed by law.
<PAGE> 133
.11 Chairman of Board of Directors.
The Board of Directors may, in its discretion, elect a
chairman of the Board of Directors from its members; and, if
a chairman has been elected, he/she shall, when present,
preside at all meetings of the Board of Directors and the
shareholders and shall have such other powers as the Board may
prescribe.
.12 Removal.
Directors may be removed from office with or without cause by
a vote of shareholders holding a majority of the shares
entitled to vote at an election of Directors.
III. ACTIONS BY WRITTEN CONSENT.
Any corporate action required by the Articles of Incorporation,
Bylaws, or the laws under which this Corporation is formed, to be
voted upon or approved at a duly called meeting of the Directors or
shareholders may be accomplished without a meeting if a written
memorandum of the respective Directors or shareholders, setting
forth the action so taken, shall be signed by all the Directors or
shareholders, as the case may be.
IV. OFFICERS.
.01 Officers Designated.
The Officers of the Corporation shall be a president, one or
more vice presidents (the number thereof to be determined by
the Board of Directors), a secretary and a treasurer, each of
whom shall be elected by the Board of Directors. Such other
Officers and assistant officers as may be deemed necessary may
be elected or appointed by the Board of Directors. Any
Officer may be held by the same person, except that in the
event that the Corporation shall have more than one director,
the offices of president and secretary shall be held by
different persons.
.02 Election, Qualification and Term of Office.
Each of the Officers shall be elected by the Board of
Directors. None of said Officers except the president need be
a Director, but a vice president who is not a Director cannot
succeed to or fill the office of president. The Officers
shall be elected by the Board of Directors. Except as
hereinafter provide, each of said Officer shall hold office
<PAGE> 134
from the date of his/her election until the next annual
meeting of the Board of Directors and until his/her successor
shall have been duly elected and qualified.
.03 Powers and Duties.
The powers and duties of the respective corporate Officers
shall be as follows:
A. President.
The president shall be the chief executive Officer of the
Corporation and, subject to the direction and control of the
Board of Directors, shall have general charge and supervision
over its property, business, and affairs. He/she shall,
unless a Chairman of the Board of Directors has been elected
and is present, preside at meetings of the shareholders and
the Board of Directors.
B. Vice President.
In the absence of the president or his/her inability to act,
the senior vice president shall act in his place and stead and
shall have all the powers and authority of the president,
except as limited by resolution of the Board of Directors.
C. Secretary.
The secretary shall:
1. Keep the minutes of the shareholder's and of the
Board of Directors meetings in one or more books
provided for that purpose;
2. See that all notices are duly given in accordance
with the provisions of these Bylaws or as required
by law;
3. Be custodian of the corporate records and of the
seal of the Corporation and affix the seal of the
Corporation to all documents as may be required;
4. Keep a register of the post office address of each
shareholder which shall be furnished to the
secretary by such shareholder;
<PAGE> 135
5. Sign with the president, or a vice president,
certificates for shares of the Corporation, the
issuance of which shall have been authorized by
resolution of the Board of Directors;
6. Have general charge of the stock transfer books of
the corporation; and,
7. In general perform all duties incident to the
office of secretary and such other duties as from
time to time may be assigned to him/her by the
president or by the Board of Directors.
D. Treasurer.
Subject to the direction and control of the Board of
Directors, the treasurer shall have the custody, control and
disposition of the funds and securities of the Corporation and
shall account for the same; and, at the expiration of his/her
term of office, he/she shall turn over to his/her successor
all property of the Corporation in his/her possession.
E. Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the Board of
Directors, may sign with the president or a vice president
certificates for shares of the Corporation the issuance of
which shall have been authorized by a resolution of the Board
of Directors. The assistant treasurers shall, respectively,
if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The
assistant secretaries and assistant treasurers, in general,
shall perform such duties as shall be assigned to them by the
secretary or the treasurer, respectively, or by the president
or the Board of Directors.
.04 Removal.
The Board of Directors shall have the right to remove any
Officer whenever in its judgment the best interest of the
Corporation will be served thereby.
<PAGE> 136
.05 Vacancies.
The Board of Directors shall fill any office which becomes
vacant with a successor who shall hold office for the
unexpired term and until his/her successor shall have been
duly elected and qualified.
.06 Salaries.
The salaries of all Officers of the Corporation shall be fixed
by the Board of Directors.
V. SHARE CERTIFICATES
.01 Form and Execution of Certificates.
Certificates for shares of the Corporation shall be in such
form as is consistent with the provisions of the Corporation
laws of the State of Washington. They shall be signed by the
president and by the secretary, and the seal of the
Corporation shall be affixed thereto. Certificates may be
issued for fractional shares.
.02 Transfers.
Shares may be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on
the back of the certificates or by a written power of attorney
to assign and transfer the same signed by the record holder of
the certificate. Except as otherwise specifically provided in
these Bylaws, no shares shall be transferred on the books of
the Corporation until the outstanding certificate therefor has
been surrendered to the Corporation.
.03 Loss or Destruction of Certificates.
In case of loss or destruction of any certificate of shares,
another may be issued in its place upon proof of such loss or
destruction and upon the giving of a satisfactory bond of
indemnity to the Corporation. A new certificate may be issued
without requiring any bond, when in the judgment of the Board
of Directors it is proper to do so.
<PAGE> 137
VI. BOOKS AND RECORDS.
.01 Books of Accounts, Minutes and Share Register.
The Corporation shall keep complete books and records of
accounts and minutes of the proceedings of the Board of
Directors and shareholders and shall keep at its registered
office, principal place of business, or at the office of its
transfer agent or registrar a share register giving the names
of the shareholders in alphabetical order and showing their
respective addresses and the number of shares held by each.
.02 Copies of Resolutions.
Any person dealing with the Corporation may rely upon a copy
of any of the records of the proceedings, resolutions, or
votes of the Board of Directors or shareholders, when
certified by the president or secretary.
VII. CORPORATE SEAL.
The following is an impression of the corporate seal of this
Corporation:
VIII. LOANS.
Generally, no loans shall be made by the Corporation to its
Officers or Directors, unless first approved by the holder of
two-third of the voting shares, and no loans shall be made by the
Corporation secured by its shares. Loans shall be permitted to be
made to Officers, Directors and employees of the Company for moving
expenses, including the cost of procuring housing. Such loans
shall be limited to $25,000.00 per individual upon unanimous
consent of the Board of Directors.
IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
.01 Indemnification.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation)
by reason of the fact that such person is or was a Director,
<PAGE> 138
Trustee, 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 expenses (including attorneys' fees),
judgment, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in
or not opposed to the best interests of the Corporation, and
with respect to any criminal action proceeding, had reasonable
cause to believe that such person's conduct was unlawful.
.02 Derivative Action
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in the Corporation's favor
by reason of the fact that such person is or was a Director,
Trustee, 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 expenses (including attorney's fees) and
amount paid in settlement actually and reasonably incurred by
such person in connection with the defense or settlement of
such action or suit if such person acted in good faith and in
a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with
respect to amounts paid in settlement, the settlement of the
suit or action was in the best interests of the Corporation;
provided, however, that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for gross negligence or
willful misconduct in the performance of such person's duty to
the Corporation unless and only to the extent that, the court
in which such action or suit was brought shall determine upon
application that, despite circumstances of the case, such
<PAGE> 139
person is fairly and reasonably entitled to indemnity for such
expenses as such court shall deem proper. The termination of
any action or suit by judgment or settlement shall not, of
itself, create a presumption that the person did not act in
good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the
Corporation.
.03 Successful Defense.
To the extent that a Director, Trustee, Officer, employee or
Agent of the Corporation has been successful on the merits or
otherwise, in whole or in part in defense of any action, suit
or proceeding referred to in Paragraphs .01 and .02 above, or
in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in
connection therewith.
.04 Authorization.
Any indemnification under Paragraphs .01 and .02 above (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the Director, Trustee, Officer, employee or
agent is proper in the circumstances because such person has
met the applicable standard of conduct set forth in Paragraphs
.01 and .02 above. Such determination shall be made (a) by
the Board of Directors of the Corporation by a majority vote
of a quorum consisting of Directors who were not parties to
such action, suit or proceeding, or (b) is such a quorum is
not obtainable, by a majority vote of the Directors who were
not parties to such action, suit or proceeding, or (c) by
independent legal counsel (selected by one or more of the
Directors, whether or not a quorum and whether or not
disinterested) in a written opinion, or (d) by the
Shareholders. Anyone making such a determination under this
Paragraph .04 may determine that a person has met the
standards therein set forth as to some claims, issues or
matters but not as to others, and may reasonably prorate
amounts to be paid as indemnification.
.05 Advances.
Expenses incurred in defending civil or criminal action, suit
or proceeding shall be paid by the Corporation, at any time or
from time to time in advance of the final disposition of such
action, suit or proceeding as authorized in the manner
<PAGE> 140
provided in Paragraph .04 above upon receipt of an undertaking
by or on behalf of the Director, Trustee, Officer, employee or
agent to repay such amount unless it shall ultimately be by
the Corporation is authorized in this Section.
.06 Nonexclusivity.
The indemnification provided in this Section shall not be
deemed exclusive of any other rights to which those
indemnified may be entitled under any law, bylaw, agreement,
vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to
action in another capacity while holding such 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 a
person.
.07 Insurance.
The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director,
Trustee, 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 any liability assessed against such person
in any such capacity or arising out of such person's status
as such, whether or not the corporation would have the power
to indemnify such person against such liability.
.08 "Corporation" Defined.
For purposes of this Section, references to the "Corporation"
shall include, in addition to the Corporation, an constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had the power and
authority to indemnify its Directors, Trustees, Officers,
employees or agents, so that any person who is or was a
Director, Trustee, Officer, employee or agent of such
constituent corporation or of any entity a majority of the
voting stock of which is owned by such constituent corporation
or is or was serving at the request of such constituent
corporation as a Director, Trustee, Officer, employee or agent
of the corporation, partnership, joint venture, trust or
<PAGE> 141
other enterprise, shall stand in the same position under the
provisions of this Section with respect to the resulting or
surviving Corporation as such person would have with respect
to such constituent corporation if its separate existence had
continued.
X. AMENDMENT OF BYLAWS.
.01 By the Shareholders.
These Bylaws may be amended, altered, or repealed at any
regular or special meeting of the shareholders if notice of
the proposed alteration or amendment is contained in the
notice of the meeting.
.02 By the Board of Directors.
These Bylaws may be amended, altered, or repealed by the
affirmative vote of a majority of the entire Board of
Directors at any regular or special meeting of the Board.
XI. FISCAL YEAR.
The fiscal year of the Corporation shall be set by resolution of
the Board of Directors.
XII. RULES OF ORDER.
The rules contained in the most recent edition of Robert's Rules or
Order, Newly Revised, shall govern all meetings of shareholders and
Directors where those rules are not inconsistent with the Articles
of Incorporation, Bylaws, or special rules or order of the
Corporation.
XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.
If any salary, payment, reimbursement, employee fringe benefit,
expense allowance payment, or other expense incurred by the
Corporation for the benefit of an employee is disallowed in whole
or in part as a deductible expense of the Corporation for Federal
Income Tax purposes, the employee shall reimburse the Corporation,
upon notice and demand, to the full extent of the disallowance.
This legally enforceable obligation is in accordance with the
provisions of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the
purpose of entitling such employee to a business expense deduction
for the taxable year in which the repayment is made to the
Corporation. In this manner, the Corporation shall be protected
from having to bear the entire burden of disallowed expense items.
