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EXHIBIT (a)(5)(ii)
------------------
BYLAWS
OF
WILLAMETTE INDUSTRIES, INC.
AS AMENDED THROUGH
DECEMBER 11, 2000
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BYLAWS
OF
WILLAMETTE INDUSTRIES, INC.
AS AMENDED THROUGH
DECEMBER 11, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
ARTICLE I Offices....................................................... 1
Section 1. Principal Office............................................ 1
Section 2. Registered Office........................................... 1
ARTICLE II Shareholders................................................. 1
Section 1. Annual Meeting.............................................. 1
Section 2. Special Meetings............................................ 1
Section 3. Place of Meeting............................................ 1
Section 4. Notice of Meeting........................................... 1
Section 5. Quorum; Manner of Acting.................................... 2
Section 6. Proxies..................................................... 2
Section 7. Voting of Shares............................................ 2
Section 8. Acceptance of Votes......................................... 2
Section 9. Notice of Business.......................................... 3
ARTICLE III Board of Directors.......................................... 6
Section 1. General Powers.............................................. 6
Section 2. Number, Tenure and Classification........................... 6
Section 3. Regular Meetings............................................ 6
Section 4. Special Meetings............................................ 6
Section 5. Notice; Waiver.............................................. 6
Section 6. Quorum...................................................... 7
Section 7. Manner of Acting............................................ 7
Section 8. Vacancies................................................... 7
Section 9. Presumption of Assent....................................... 7
Section 10. Removal of Directors....................................... 7
Section 11. Compensation............................................... 7
Section 12. Retirement................................................. 7
Section 13. Emeritus Director.......................................... 7
Section 14. Action Without a Meeting................................... 8
Section 15. Telephonic Meetings........................................ 8
ARTICLE IV Executive Committee and Other Committees..................... 8
Section 1. Appointment................................................. 8
Section 2. Authority................................................... 8
Section 3. Tenure and Qualifications................................... 8
</TABLE>
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Section 4. Meetings; Notice; Waiver.................................... 8
Section 5. Quorum; Manner of Acting.................................... 9
Section 6. Action Without a Meeting.................................... 9
Section 7. Vacancies................................................... 9
Section 8. Resignations and Removal.................................... 9
Section 9. Procedure................................................... 9
Section 10. Appointment of Other Committees of the Board of Directors.. 9
Section 11. Appointment of Other Committees............................ 9
ARTICLE V Officers...................................................... 10
Section 1. Number...................................................... 10
Section 2. Appointment and Term of Office.............................. 10
Section 3. Removal..................................................... 10
Section 4. Vacancies................................................... 10
Section 5. Chairman of the Board....................................... 10
Section 6. President................................................... 11
Section 7. Executive Vice-Presidents................................... 11
Section 8. Vice-Presidents............................................. 11
Section 9. Chief Financial Officer..................................... 11
Section 10. Secretary.................................................. 11
Section 11. Treasurer.................................................. 12
Section 12. Salaries................................................... 12
ARTICLE VI Contracts, Loans, Checks and Deposits........................ 12
Section 1. Contracts................................................... 12
Section 2. Loans....................................................... 12
Section 3. Checks, Drafts, etc......................................... 12
Section 4. Deposits.................................................... 12
ARTICLE VII Certificates For Shares and Their Transfer.................. 13
Section 1. Certificates for Shares..................................... 13
Section 2. Transfer of Shares.......................................... 13
Section 3. Replacement of Certificates................................. 13
Section 4. Transfer Agents and Registrars.............................. 13
ARTICLE VIII Seal....................................................... 14
ARTICLE IX Fiscal Year.................................................. 14
ARTICLE X Amendments.................................................... 14
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<PAGE>
BYLAWS
OF
WILLAMETTE INDUSTRIES, INC.
AS AMENDED THROUGH
DECEMBER 11, 2000
ARTICLE I
Offices
-------
Section 1. Principal Office. The principal office of the corporation in
the State of Oregon shall be located in the City of Portland, County of
Multnomah. The corporation may have such other offices, either within or without
the State of Oregon, as the board of directors may designate or as the business
of the corporation may require from time to time.
Section 2. Registered Office. The registered office of the corporation
required by the Oregon Business Corporation Act ("Act") to be maintained in the
State of Oregon may be, but need not be, the same as any of its places of
business in the State of Oregon, and the location of the registered office may
be changed from time to time by the board of directors or the registered agent
of the corporation.
ARTICLE II
Shareholders
------------
Section 1. Annual Meeting. The annual meeting of the shareholders of the
corporation for the purpose of electing directors and for the transaction of
such other business as may properly be brought before the meeting shall be held
on such date and at such time as may be designated from time to time by the
board of directors.
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, may be called by the chairman of the board, by the
president and chief executive officer, or by the board of directors, and shall
be called by the chairman of the board if one or more written demands for a
meeting describing the purpose or purposes for which it is to be held are
signed, dated and delivered to the secretary of the corporation by the holders
of at least 10 percent of all votes entitled to be cast on any issue proposed to
be considered at the meeting.
Section 3. Place of Meeting. The board of directors shall determine the
place of meeting for all annual and special meetings of the shareholders. In the
absence of any such determination, all meetings of shareholders shall be held at
the principal office of the corporation in the State of Oregon.
Section 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not earlier
than 60 nor less than ten days before the date of the
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meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president and chief executive officer, or the secretary, or the
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be effective when deposited in the
United States mail, addressed to the shareholder at his address as shown in the
corporation's current record of shareholders, with postage thereon prepaid. If a
meeting is adjourned to a different date, time or place announced at the meeting
before adjournment, notice need not be given of the new date, time or place
unless a new record date is or must be fixed for the adjourned meeting.
Section 5. Quorum; Manner of Acting. Shares entitled to vote as a
separate voting group may take action on a matter only if a quorum of those
shares exists with respect to the matter. A majority of the votes entitled to be
cast on the matter by voting group, represented in person or by proxy, shall
constitute a quorum of that voting group for action on that matter. If a quorum
exists, action on a matter, other than the election of directors, shall be
approved by a voting group if the votes cast within the voting group favoring
the action exceed the votes cast opposing the action unless the Act requires a
greater number of affirmative votes. Directors shall be elected by a plurality
of the votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present. Once a share is represented for any purpose at a
meeting, it shall be deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of the meeting unless a new record date is or
must be set for the adjourned meeting.
Section 6. 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. 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 months from the date of its execution, unless otherwise provided in the
proxy.
Section 7. Voting of Shares. Each outstanding share of the corporation's
common stock shall be entitled to one vote upon each matter submitted to a vote
at a meeting of the shareholders except that shares owned, directly or
indirectly, by another corporation in which the corporation owns, directly or
indirectly, a majority of the shares entitled to vote for the election of
directors of such other corporation shall not be voted at any meeting or counted
in determining the total number of outstanding shares at any given time.
Section 8. Acceptance of Votes. If the name signed on a vote, consent,
waiver or proxy appointment corresponds to the name of a shareholder, the
corporation shall be entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver or proxy appointment does
not correspond to the name of its shareholder, the corporation shall
nevertheless be entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder if:
(a) The shareholder is an entity and the name signed purports to be that
of an officer or agent of the entity.
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(b) The name signed purports to be that of an administrator, executor,
guardian or conservator representing the shareholder.
(c) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder.
(d) The name signed purports to be that of a pledgee, beneficial owner
or attorney-in-fact of the shareholder.
(e) Two or more persons are the shareholder as cotenants or fiduciaries,
the name signed purports to be the name of at least one of the co-owners, and
the person signing appears to be acting on behalf of all co-owners.
The corporation shall be entitled to reject a vote, consent, waiver or
proxy if the secretary or other officer of agent authorized to tabulate votes,
acting in good faith, has reasonable basis for doubt about the validity of the
signature on it or about the signatory's authority to sign for the shareholder.
Section 9. Notice of Business.
(a) Annual Meetings of Shareholders.
(1) Nominations of persons for election to the board of directors of
the corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders only (A)
pursuant to the corporation's notice of meeting delivered pursuant to
Section 4 of this Article II, (B) by the board of directors or a proxy
committee appointed by the board of directors or (C) by any shareholder of
the corporation who is entitled to vote at the meeting, who complied with
the notice procedures set forth in subparagraph (2) of this paragraph (a)
of this bylaw and who was a shareholder of record at the time such notice
is delivered to the secretary of the corporation.
(2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (C) of paragraph (a)(1)
of this bylaw, the shareholder must have given timely notice thereof in
writing to the secretary of the corporation, and, in the case of business
other than nominations, such other business must be a proper matter for
shareholder action. To be timely, a shareholder's notice shall be
delivered to the secretary at the principal executive offices of the
corporation not less than ninety days nor more than one hundred twenty days
prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
advanced by more than twenty days, or delayed by more than seventy days,
from such anniversary date, notice by the shareholder to be timely must be
so delivered not earlier than the one hundred twentieth day prior to such
annual meeting and not later than the close of business on the later of the
ninetieth day prior to such annual meeting or the tenth day following the
day on which public announcement of the date of such meeting is first made.
Such shareholder's notice shall set forth (A) as to each person whom the
shareholder proposes to nominate for election or re-election as a
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director (i) all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected and (ii) a description of
all arrangements or understandings between the shareholder and such person
and any other person or persons (naming such person or persons) pursuant to
which the nomination is to be made by the shareholder; (B) as to any other
business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
text of the proposal or business (including the text of any resolutions
proposed for consideration and in the event that such business includes a
proposal to amend the bylaws of the corporation, the language of the
proposed amendment), the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (C)
as to the shareholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made (i) the name and address
of such shareholder, as they appear on the corporation's books, and of such
beneficial owner, (ii) the class and number of shares of the corporation
which are owned beneficially and of record by such shareholder and such
beneficial owner, (iii) a representation that the shareholder is a holder
of record of stock of the corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to propose such
business or nomination, and (iv) a representation whether the shareholder
or the beneficial owner, if any, intends or is part of a group which
intends (x) to deliver a proxy statement and/or form of proxy to holders of
at least the percentage of the corporation's outstanding capital stock
required to approve or adopt the proposal or elect the nominee and/or (y)
otherwise to solicit proxies from shareholders in support of such proposal
or nomination. The foregoing notice requirements shall be deemed satisfied
by a shareholder if the shareholder has notified the corporation of his or
her intention to present a proposal at an annual meeting in compliance with
Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act
and such shareholder's proposal has been included in a proxy statement that
has been prepared by the corporation to solicit proxies for such annual
meeting. The corporation may require any proposed nominee to furnish such
other information as it may reasonably require to determine the eligibility
of such proposed nominee to serve as a director of the corporation.
(b) Special Meetings of Shareholders.
Only such business shall be conducted at a special meeting of
shareholders as shall have been brought before the meeting pursuant to the
corporation's notice of meeting pursuant to Section 4 of this Article II.
Any shareholder or shareholders seeking to request the corporation to call
a special meeting of shareholders pursuant to Section 2 of this Article II
shall deliver or mail written notice of such request to the secretary of
the corporation at its principal executive offices (the "Notice"). The
Notice shall contain all the information that would be required in a notice
to the secretary given pursuant to clauses (B) and (C) of paragraph (a)(2)
of this bylaw.
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(c) General.
(1) Only persons who are nominated in accordance with the procedures
set forth in this bylaw shall be eligible to be elected at an annual
meeting of shareholders of the corporation to serve as directors and only
such business shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth
in this bylaw. Except as otherwise provided by law, the Restated Articles
of Incorporation of the corporation or these bylaws, the chairman of the
meeting shall have the power and duty to determine (A) whether a nomination
or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in this bylaw (including whether
the shareholder or beneficial owner, if any, on whose behalf the nomination
or proposal is made solicited (or is part of a group which solicited) or
did not so solicit, as the case may be, proxies in support of such
shareholder's nominee or proposal in compliance with such shareholder's
representation as required by clause (a)(2)(C)(iv) of this bylaw) and (B)
if any proposed nomination or business is not in compliance with this
bylaw, to declare that such defective nomination shall be disregarded or
that such proposed business shall not be transacted. Notwithstanding the
foregoing provisions of this bylaw, if the shareholder (or a qualified
representative of the shareholder) does not appear at the annual or special
meeting of shareholders of the corporation to present a nomination or
business, such nomination shall be disregarded and such proposed business
shall not be transacted, notwithstanding that proxies in respect of such
vote may have been received by the corporation.
(2) For purposes of this bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) For purposes of this bylaw, no adjournment nor notice of
adjournment of any meeting shall be deemed to constitute a new notice of
such meeting for purposes of this Section 9, and in order for any
notification required to be delivered by a shareholder pursuant to this
Section 9 to be timely, such notification must be delivered within the
periods set forth above with respect to the originally scheduled meeting.
(4) Notwithstanding the foregoing provisions of this bylaw, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this bylaw. Nothing in this bylaw shall be deemed to
affect any rights of shareholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.
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ARTICLE III
Board of Directors
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Section 1. General Powers. The business and affairs of the corporation
shall be managed by its board of directors.
Section 2. Number, Tenure and Classification. The number of directors
shall be ten, divided into three classes, three directors to be designated as
Class A directors, three directors to be designated as Class B directors, and
four directors to be designated as Class C directors. At each annual meeting,
directors to replace those whose terms expire at such annual meeting shall be
elected, each such director to hold office until the third annual meeting next
succeeding his election and until his successor is elected or until his death,
resignation, retirement or removal.
Section 3. Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The board of directors may
provide by resolution the time and place, either within or without the State of
Oregon, for the holding of additional regular meetings without other notice than
such resolution.
Section 4. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman of the board or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the State of
Oregon, as the place for holding any special meeting of the board of directors
called by them.
Section 5. Notice; Waiver. Notice of the time, date and place of any
special meeting shall be given at least ten days previously thereto, orally or
by written notice delivered personally or given by telegraph, teletype or other
form of wire communication, or by mail or private carrier, to each director at
his business address. Oral notice shall be effective when communicated if
communicated in a comprehensible manner and written notice shall be effective at
the earliest of the following: (a) when received, (b) five days after its
deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, and (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the director. A director's attendance
at, or participation in, a meeting shall constitute a waiver of notice of such
meeting, except where a director at the beginning of the meeting, or promptly
upon the director's arrival, objects to holding of the meeting or the
transacting of business at the meeting and does not thereafter vote for or
assent to action taken at the meeting. A written waiver of notice of a meeting
signed by the director or directors entitled to such notice, whether before or
after the time stated therein, which specifies the meeting for which notice is
waived and which is filed with the minutes or corporate records shall be
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting.
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Section 6. Quorum. A majority of the number of directors fixed by
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 without further notice.
Section 7. Manner of Acting. The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.
Section 8. Vacancies. Any vacancy occurring in the board of directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the board of directors or, if the remaining directors constitute
fewer than a quorum, by the affirmative vote of a majority of all the remaining
directors. The term of a director elected to fill a vacancy shall expire at the
next shareholders' meeting at which directors are elected.
Section 9. Presumption of Assent. A director who is present at a meeting
of the board of directors at which corporate action is taken shall be deemed to
have assented to the action taken, unless (a) the director objects at the
beginning of the meeting, or promptly upon the director's arrival, to holding
the meeting or transacting business at the meeting; (b) the director's dissent
or abstention from the action taken is entered in the minutes of the meeting; or
(c) the director delivers written notice of dissent or abstention to the
presiding officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting. Such right to dissent or abstain
shall not apply to a director who voted in favor of such action.
Section 10. Removal of Directors. All or any number of the directors of
the corporation may be removed, with or without cause, at a meeting called
expressly for that purpose, by the affirmative vote of the holders of not less
than 80 percent of the outstanding shares of capital stock of the corporation.
Section 11. Compensation. By resolution of the board of directors, each
director may be paid an annual fee as director and, in addition thereto, a fixed
sum for attendance at each meeting of the board of directors and executive
committee or other committees and his expenses, if any, of attendance at any
such meeting. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 12. Retirement. Each director shall retire from the board of
directors on the date of the regular quarterly meeting of directors next
following the date on which he attains the age of 72 and shall not be eligible
thereafter for reelection.
Section 13. Emeritus Director. The board of directors may elect one or
more emeritus directors to serve at the pleasure of the board of directors.
Persons eligible to serve as emeritus directors shall be former directors of
this corporation or of a predecessor corporation; an emeritus director shall be
entitled to attend meetings of the board of directors but shall not be entitled
to vote on any matter submitted to the board of directors. The board of
directors shall fix the compensation to be paid each emeritus director. Notice
of any meeting of the board of directors need not be given to an emeritus
director, and he shall not be counted for a quorum of the board of directors.
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Section 14. Action Without a Meeting. Any action that may be taken by
the board of directors at a meeting may be taken without a meeting if one or
more consents in writing describing the action so taken shall be signed by all
the directors and included in the minutes or filed with the corporate records
reflecting the action taken.
Section 15. Telephonic Meetings. Meetings of the board of directors, or
of any committee designated by the board of directors, may be held by means of
conference telephone or any other means of communication by which all directors
participating in the meeting can hear each other simultaneously during the
meeting, and such participation shall constitute presence in person at the
meeting.
ARTICLE IV
Executive Committee
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and Other Committees
--------------------
Section 1. Appointment. The board of directors by resolution adopted by
a majority of the full board may appoint an executive committee to consist of a
chairman and two or more other directors. The chairman of the committee shall be
a director and shall be selected by the board of directors from the members of
the executive committee. The designation of such committee and the delegation
thereto of authority shall not operate to relieve the board of directors, or any
member thereof, of any responsibility imposed by law.
Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise 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 executive committee and except also
that neither the executive committee nor any other committee of the board of
directors appointed pursuant to Section 10 of this Article IV shall have the
authority to (a) authorize distributions; (b) approve or propose to shareholders
actions required by the Act to be approved by shareholders; (c) fill vacancies
on the board of directors or any of its committees; (d) amend articles of
incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of merger
not requiring shareholder approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the board of
directors; or (h) authorize or approve the issuance or sale or contract for sale
of shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the board of directors
may authorize a committee or a senior executive officer of the corporation to do
so within limits specifically prescribed by the board of directors.
Section 3. Tenure and Qualifications. Each member of the executive
committee shall hold office until the next regular annual meeting of the board
of directors following his appointment and until his successor is appointed as a
member of the executive committee.
Section 4. Meetings; Notice; Waiver. Regular meetings of the executive
committee or any other committee of the board of directors appointed pursuant to
Section 10 of this Article IV may be held without notice at such times and
places as the committee may fix from time to time by resolution. Special
meetings of the executive committee or any such other committee may be called by
any member thereof upon not less than two days' notice stating the
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place, date and hour of the meeting. The provisions of Section 5 of Article III
shall apply to the method for giving of notice of special meetings of the
executive committee or any such other committee and to the waiver of notice of
any such meetings. The notice of a meeting of the executive committee or any
such other committee need not state the business proposed to be transacted at
the meeting.
Section 5. Quorum; Manner of Acting. A majority of the members of the
executive committee or any such other committee shall constitute a quorum for
the transaction of business at any meeting thereof, and the act of a majority of
the members present at a meeting at which a quorum is present shall be the act
of the committee.
Section 6. Action Without a Meeting. Any action that may be taken by the
executive committee or any such other committee at a meeting may be taken
without a meeting if one or more consents in writing describing the action so
taken shall be signed by all the members of the committee and included in the
minutes of the committee or filed with the corporate records reflecting the
action so taken.
Section 7. Vacancies. Any vacancy in the executive committee or any such
other committee may be filled by a resolution adopted by a majority of the full
board of directors.
Section 8. Resignations and Removal. Any member of the executive
committee or any such other 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 the executive committee or any such other committee may resign as a
member of the committee at any time by giving written notice to the chairman of
the board or secretary of the corporation, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 9. Procedure. The chairman of the executive committee shall be
the presiding officer of the executive committee. The executive committee and
any such other committee shall fix its own rules of procedure which shall not be
inconsistent with these bylaws. The committee shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting thereof held next after the proceedings shall have been taken.
Section 10. Appointment of Other Committees of the Board of Directors.
The board of directors may from time to time by resolution adopted by a majority
of the full board, create any other committee or committees of the board of
directors and appoint members of the board to serve thereon. Each such committee
shall have two or more members and, to the extent specified by the board of
directors, may exercise the powers of the board subject to the limitations set
forth in Section 2 of this Article IV.
Section 11. Appointment of Other Committees. The board of directors or
the executive committee or, pursuant to the authority of the board of directors
or the executive committee, the chairman of the board may from time to time
create and appoint any other committee or committees, or subcommittee or
subcommittees, whether composed of directors, officers or employees, with such
duties, responsibilities and authority as may be prescribed by
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the board of directors or the executive committee, or by the chairman of the
board pursuant to the authority of the board of directors or of the executive
committee.
Each such committee or subcommittee shall fix its own rules of
procedure. The board of directors, the executive committee or the chairman of
the board with respect to any such committee or subcommittee created and
appointed by him shall have power to change the members of any such committee or
subcommittee at any time, to fill vacancies and to dissolve any such committee
or subcommittee at any time. Any committee may appoint one or more
subcommittees, of its own members, to advise with such committee, or to
apportion the work of such committee.
ARTICLE V
Officers
--------
Section 1. Number. The officers of the corporation shall be a chairman
of the board, a president and chief executive officer, one or more executive
vice-presidents and vice-presidents (the number of executive vice-presidents and
vice-presidents to be determined by the board of directors), a chief financial
officer, a secretary and a treasurer, each of whom shall be appointed by the
board of directors. The board of directors may from time to time appoint such
assistant officers as may be deemed necessary or desirable for the business of
the corporation. Such assistant officers shall have such duties as may be
prescribed by the board of directors and shall serve at the pleasure of the
board of directors. Any two or more offices may be held by the same person,
except the offices of chairman of the board or president and chief executive
officer and secretary.
Section 2. Appointment and Term of Office. The officers of the
corporation shall be appointed annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of the
shareholders. If such appointments shall not be made at such meeting, such
appointments shall be made as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly appointed or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
Section 3. Removal. The board of directors may remove any officer at any
time with or without cause. The election or appointment of an officer shall not
of itself create contract rights; and the resignation or removal of an officer
shall not affect the contract rights, if any, of the corporation or the officer.
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. Chairman of the Board. The chairman of the board shall be a
member of the board of directors and shall preside at meetings of the board of
directors and meetings of shareholders. He shall have general power to execute
deeds, mortgages, bonds, contracts and other instruments for and on behalf of
the corporation, except in cases where the execution thereof shall be expressly
delegated by the board of directors or by these bylaws to some other
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officer or agent of the corporation or shall be required by law to be otherwise
executed. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the board of directors, certificates for
shares of the corporation. He shall perform such additional duties and exercise
such authority as from time to time may be assigned or delegated to him by the
board of directors.
Section 6. President. The president shall be the chief executive officer
of the corporation and, subject to the control of the board of directors, shall
in general supervise and control all the business and affairs of the
corporation. In the absence of the chairman of the board he shall preside at
meetings of the shareholders. He shall have general power to execute deeds,
mortgages, bonds, contracts and other instruments for and on behalf of the
corporation, except in cases where the execution thereof shall be expressly
delegated by the board of directors or by these bylaws to some other officer or
agent of the corporation or shall be required by law to be otherwise executed.
He may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the board of directors, certificates for shares of the
corporation. He shall perform such additional duties and exercise such authority
as from time to time may be assigned or delegated to him by the chairman of the
board or the board of directors.
Section 7. Executive Vice-Presidents. The executive vice-presidents
shall perform such duties and exercise such authority as from time to time may
be assigned or delegated to them by the president and chief executive officer,
or the board of directors. An executive vice-president may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation.
Section 8. Vice-Presidents. The vice-presidents shall perform such
duties and exercise such authority as from time to time may be assigned or
delegated to them by the president and chief executive officer, an executive
vice-president or the board of directors. One or more of the vice-presidents may
be designated senior vice-president. Any vice-president may sign, with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation.
Section 9. Chief Financial Officer. The chief financial officer shall be
the principal financial officer of the corporation. He shall in general perform
all duties incident to the office of the chief financial officer and such other
duties as from time to time may be assigned or delegated to him by the president
and chief executive officer, or the board of directors.
Section 10. Secretary. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign with the chairman of the board, the
president and chief executive officer, an executive vice-president or a vice-
president certificates for shares of the corporation the issuance of which shall
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have been authorized by resolution of the board of directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general
perform all the duties incident to the office of secretary and such other duties
as from time to time may be assigned to him by the president and chief executive
officer, or the board of directors.
Section 11. Treasurer. The treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Article VI of these bylaws; and (b) in general perform
all the duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him by the president and chief executive
officer, the chief financial officer or the board of directors. If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
board of directors shall determine.
Section 12. Salaries. The salaries 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
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Section 1. Contracts. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and 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 evidences of indebtedness shall be issued in its name unless
authorized by a resolution of 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 issued in the
name of the corporation shall be signed in such manner as shall from time to
time be determined by resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the president and chief
executive officer or the chief financial officer of the corporation may select.
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ARTICLE VII
Certificates For Shares and Their Transfer
------------------------------------------
Section 1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the board of
directors. Such certificates shall be signed by the chairman of the board, the
president and chief executive officer, an executive vice-president or a vice-
president and by the secretary or any other proper officer of the corporation
thereunto authorized by the board of directors and sealed with the corporate
seal or a facsimile thereof. The signatures of such officers 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 one of its
employees. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except as provided in
Section 3 of this Article VII.
Section 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
Section 3. Replacement of Certificates. In the event of the loss, theft,
mutilation or destruction of any certificate for shares, a duplicate thereof may
be issued and delivered to the owner thereof, provided he makes a sufficient
affidavit setting forth the material facts surrounding the loss, theft,
mutilation or destruction of the original certificate and gives a bond with
corporate surety to the corporation, its officers and agents, in an open penalty
amount indemnifying the corporation, its officers and agents, against any
losses, costs and damages suffered or incurred by reason of such loss, theft,
mutilation or destruction of the original certificate and replacement thereof.
Section 4. Transfer Agents and Registrars. The board of directors or
executive committee may provide for transfer and registration of the stock of
the corporation in Portland, Oregon, and in such other place or places as may be
deemed advisable, and for such purpose may appoint and change from time to time
the necessary transfer agents and registrars. In case there shall be more than
one transfer agent and more than one registrar, the board of directors or
executive committee may provide for the interchange of certificates
countersigned by the several transfer agents and registrars. A transfer agent of
the corporation may also be designated as the dividend disbursing agent of the
corporation. Resolutions of the board of directors or executive committee
appointing transfer agents and registrars shall provide for such terms and
conditions as may be deemed advisable, including without limitation provisions
for indemnification of the transfer agents and registrars and instructions to
them by designated officers of the corporation.
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ARTICLE VIII
Seal
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The board of directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal."
ARTICLE IX
Fiscal Year
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The fiscal year of the corporation shall begin on the first day of
January and end on the thirty-first day of December in each year.
ARTICLE X
Amendments
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These bylaws or any portion hereof may be amended by a vote of a
majority of the full board of directors at any meeting of the directors.
