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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PACIFIC FINANCIAL CORPORATION
-----------------------------
(Exact Name of Registrant as Specified in its Charter)
WASHINGTON
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(State of Incorporation or Organization)
91-1815009
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(I.R.S. Identification No.)
300 EAST MARKET STREET, ABERDEEN, WASHINGTON 98520-5244
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A,(c), check the following box. / /
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A,(d), check the following box. /X/
Securities Act registration statement file number to which this form relates:
333-86687
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $1.00 PAR VALUE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by this Item 1 is incorporated by reference to
the S-4 Registration Statement filed by Harbor Bancorp, Inc. ("Harbor")
(Registration No. 333-86687), and the prospectus subsequently filed by Bancorp
pursuant to Rule 424(b) ("Prospectus"). Such Prospectus shall be deemed to be
incorporated by reference into this Registration Statement on Form 8-A.
The S-4 Registration Statement referenced above (Registration No.
333-86687) was filed pursuant to the merger of Pacific Financial Corporation and
Harbor, which Merger became effective on December 15, 1999. Under the terms of
the merger agreement governing the transaction, Pacific Financial Corporation
was merged with and into Harbor, with Harbor as the merged corporation,
operating under the name "Pacific Financial Corporation."
ITEM 2. EXHIBITS
1. Specimen Common Stock Certificate of Registrant
2a. The Restated Articles of Incorporation of Registrant
2b. The Bylaws of Registrant
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
PACIFIC FINANCIAL CORPORATION
By: /s/ Robert J. Worrell
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Robert J. Worrell, Chief Executive
Officer
Dated: February 28, 2000
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Exhibit 1
FACSIMILE STOCK CERTIFICATE
Number Shares
PACIFIC FINANCIAL CORPORATION
This Certificates that ______________________________________ is the owner of
_______________________ shares of the Capital Stock of PACIFIC FINANCIAL
CORPORATION PAR VALUE $1.00
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed
this ____________ day of ____________A.D.____________
(SEAL)
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Secretary/Treasurer President
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CERTIFICATE FOR ___________ SHARES of the CAPITAL STOCK
PACIFIC FINANCIAL CORPORATION
Aberdeen, Washington
ISSUED TO
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Dated
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For Value Received, _________ hereby sell, assign and transfer unto
_______________________________________________________________________________
_____________________________________________________Shares of the Capital
Stock represented by the within Certificate and do hereby irrevocably constitute
and appoint ______________________________to transfer the said Stock on the
books of the within named Corporation with full power of substitution in the
premises.
Dated____________________________________
In the presence of
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EXHIBIT 2A
RESTATED
ARTICLES OF INCORPORATION
OF
PACIFIC FINANCIAL CORPORATION
* * * * * * * * * * *
ARTICLE I
NAME
The name of the corporation is PACIFIC FINANCIAL CORPORATION.
ARTICLE II
MAIN OFFICE
The head office and principal place of business of this corporation is
located in the City of Aberdeen, County of Grays Harbor, State of Washington.
ARTICLE III
CAPITALIZATION
3.1 The total number of shares of stock which the corporation is
authorized to issue I is Five Million (5,000,000), of which all shares will be
Common Stock with One Dollar ($1.00) par value per share.
3.2 The Board of Directors of the corporation will determine the
preferences, limitations and relative rights of any class of shares before
issuance of any shares of that class and may designate one or more series within
a class as well as the number of shares within that series, before the issuance
of any shares within that series.
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ARTICLE IV
BOARD OF DIRECTORS
4.1 The Board of Directors will consist of not fewer than five (5) or more
than twenty (20) persons. The exact number within such minimum and maximum
limits will be fixed and determined by resolution of the Board of Directors.
4.2 The Board of Directors will be divided into three classes: Class 1,
Class 2, and Class 3. Each such Class will consist, as nearly as possible, of
one-third of the total number of directors constituting the entire Board of
Directors. Each director will serve for a term ending on the date of the third
annual meeting of shareholders following the annual meeting at which such
director was elected; PROVIDED, HOWEVER, that each initial director in Class 1
will hold office until the annual meeting of shareholders in 2000; each initial
director in Class 2 will hold office until the annual meeting of shareholders in
2001; and each initial director in Class 3 will hold office until the annual
meeting of shareholders in the year 2002.
4.3 If the number of directors is increased or decreased, (i) each
director then serving as such will nevertheless continue as a director of the
Class in which he or she is a member until the expiration of his or her current
term, or his or her earlier resignation, removal from office or death, and (ii)
the newly created or eliminated directorships resulting from such increase or
decrease will be apportioned by the Board of Directors among the three Classes
of directors so as to maintain such Classes as nearly equal as possible.
4.4 Nominations for election to the Board of Directors may be made by the
Board of Directors or by any stockholder of any outstanding class of stock of
the corporation entitled to vote for the election of directors. Nominations,
other than those made by the Board of Directors must be made in writing and
delivered or mailed to the Chairman of the corporation not less than fourteen
(14) days nor more than sixty (60) days prior to any meeting of shareholders
called for the election of directors; provided, however, if less than twenty-one
(21) days' notice of the meeting is given to shareholders, such nominations will
be mailed or delivered not later than the close of business on the seventh day
following the day on which the notice of meeting was mailed. Such notification
will contain the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total number of shares of
stock of the corporation that will be voted for each proposed nominee; (d) the
name and address of the notifying shareholder; and (e) the number of shares of
common stock of the corporation owned by the notifying shareholder. Any
nomination not made in accordance with these provisions may, at the discretion
of the Chairperson of the meeting, be disregarded.
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ARTICLE V
SHAREHOLDER RIGHTS
5.1 Shareholders will not have a preemptive right to acquire unissued
shares of capital stock of the corporation, whether now or hereafter authorized,
or to acquire any obligations issued or sold which are convertible into stock of
the corporation, other than such rights, if any, as the Board of Directors, in
its discretion, may from time to time determine, and at such price as the Board
of Directors may from time to time fix.
5.2 Each share of the capital stock of this corporation will be entitled
to one vote at all meetings of shareholders. Each shareholder entitled to vote
at any election for directors will have the right to vote, in person or by
proxy, the number of shares owned by him for as many persons as there are
directors to be elected and for whose election he has a right to vote, and no
shareholder will be entitled to cumulate his votes.
5.3 At any time, upon the request of any shareholder or shareholders
holding in the aggregate more than 25 percent of the voting power of all
shareholders, it will be the duty of the Secretary to call a special meeting of
the shareholders.
ARTICLE VI
FAIR PRICE PROVISION
6.1 For purposes of this Article:
(a) An interested shareholder transaction means any transaction
between a corporation, or any subsidiary thereof, and an interested shareholder
of such corporation or an affiliated person to an interested shareholder, that
must be authorized pursuant to applicable law by a vote of the shareholders.
(b) An interested shareholder:
(1) Includes any person or group of affiliated persons who
beneficially own twenty percent or more of the outstanding voting shares of a
corporation. An affiliated person is any person who either acts jointly or in
concert with, or directly or indirectly controls, is controlled by, or is under
common control with another person; and
(2) Excludes any person who, in good faith and not for the
purpose of circumventing this Article, is an agent, custodial bank, broker,
nominee, or trustee for another person, if such other person is not an
interested shareholder under Section 6.1(b)(1) of this Article.
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6.2 Except as provided in Section 6.1 of this Article, an interested
shareholder transaction must be approved by the affirmative vote of the holders
of two-thirds of the shares entitled to be counted under this Section 6.2, or if
any class of shares is entitled to vote thereon as a class, then by the
affirmative vote of two-thirds of the shares of each class entitled to be
counted under this Section 6.2 and of the total shares entitled to be counted
under this Section 6.2. All outstanding shares entitled to vote under applicable
law or the Articles of Incorporation will be entitled to be counted under this
Section 6.2, except shares owned by or voted under the control of an interested
shareholder may not be counted to determine whether shareholders have approved a
transaction for purposes of this Section 6.2. The vote of the shares owned by or
voted under the control of an interested shareholder, however, will be counted
in determining whether a transaction is approved under other provisions of
applicable law and for purposes of determining a quorum.
6.3 This Article will not apply to a transaction:
(a) Approved by a majority vote of the board of directors. For such
purpose, the vote of directors whose votes are otherwise entitled to be counted
under the Articles of Incorporation and applicable law who are directors or
officers of, or have a material financial interest in, an interested
shareholder, or who were nominated for election as a director as a result of an
arrangement with an interested shareholder and first elected as a director
within twenty-four months of the proposed transaction, will not be counted in
determining whether the transaction is approved by such directors; or
(b) In which a majority of directors whose votes are entitled to be
counted under Section 6.3(a) determines that the fair market value of the
consideration to be received by noninterested shareholders for shares of any
class of which shares are owned by any interested shareholder is not less than
the highest fair market value of the consideration paid by any interested
shareholder in acquiring shares of the same class within twenty-four months of
the proposed transaction.
6.4 This Article may be amended or repealed only by the affirmative vote
of the holders of two-thirds of the shares entitled to be counted under this
Section 6.4. All outstanding shares entitled to vote under applicable law or the
Articles of Incorporation will be entitled to be counted under this Section 6.4,
except shares owned by or voted under the control of an interested shareholder
may not be counted to determine whether shareholders have voted to approve the
amendment or repeal. The vote of the shares owned by or voted under the control
of an interested shareholder, however, will be counted in determining whether
the amendment or repeal is approved under other provisions of applicable law and
for purposes of determining a quorum.
6.5 The requirements imposed by this Article are to be in addition to, and
not in lieu of, requirements imposed on any transaction by any provision of
applicable law, or any other provision of the Articles of Incorporation, or the
Bylaws or otherwise.
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ARTICLE VII
CONSIDERATION OF NON-MONETARY FACTORS
The Board of Directors of the corporation, when evaluating any offer of
another party to (a) make a tender or exchange offer for any equity security of
the corporation, (b) merge or consolidate the corporation with another
corporation, or (c) purchase or otherwise acquire all or substantially all of
the properties and assets of the corporation, will, in connection with the
exercise of its judgment in determining what is in the best interests of the
corporation and its stockholders, give due consideration to all relevant
factors, including without limitation the social and economic effects on the
employees, customers, suppliers, and other constituents of the corporation and
its subsidiaries and on the communities in which the corporation and its
subsidiaries operate or are located.
ARTICLE VIII
DIRECTOR LIABILITY AND INDEMNIFICATION
8.1 DEFINITIONS. As used in this Article:
(a) The term "Egregious Conduct" by a person will mean acts or
omissions that involve intentional misconduct or a knowing violation of law,
conduct violating Section 23B.08.310 of the Revised Code of Washington, as
amended, or participation in any transaction from which the person will
personally receive a benefit in money, property, or services to which the person
is not legally entitled.
(b) The term "Finally Adjudged" will mean stated in a judgment based
upon clear and convincing evidence by a court having jurisdiction, from which
there is no further right to appeal.
(c) The term "Director" will mean any person who is a director of the
corporation and any person who, while a director of the corporation, is serving
at the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, limited liability
company, partnership, joint venture, trust, or other enterprise, or is a
fiduciary or party in interest in relation to any employee benefit plan covering
any employee of the corporation or of any employer in which it has an ownership
interest; and "conduct as a Director" will include conduct while a Director is
acting in any of such capacities.
(d) The term "Officer-Director" will mean any person who is
simultaneously both an officer and director of the corporation and any person
who, while simultaneously both an officer and director of the corporation, is
serving at the request of the corporation as a director, officer, manager,
partner, trustee, employee, or agent of another foreign or domestic corporation,
limited liability company, partnership, joint venture, trust, or other
enterprise, or is a fiduciary or party in interest in relation to any employee
benefit plan covering any employee of the corporation or of any employer in
which it has an ownership interest; and "conduct as an Officer-Director" will
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include conduct while such a person is acting as an officer of the corporation
or in any of such other capacities.
(e) The term "Subsidiary Corporation" will mean any corporation or
limited liability company at least eighty percent of the voting interests of
which is held beneficially by this corporation.
(f) The term "Subsidiary Outside Director" will mean any person who,
while not principally employed by this corporation or any Subsidiary
Corporation, is a director or manager of a Subsidiary Corporation and any such
person who, while a director or manager of a Subsidiary Corporation, is serving
at the request of such corporation as a director, officer, manager, partner,
trustee, employee, or agent of another foreign or domestic corporation, limited
liability company, partnership, joint venture, trust, or other enterprise, or is
a fiduciary or party in interest in relation to any employee benefit plan
covering any employee of such corporation or of any employer in which it has an
ownership interest; and "conduct as a Subsidiary Outside Director" will include
conduct while such a person is acting in any of such capacities.
8.2 LIABILITY OF DIRECTORS. No Director, Officer-Director, former Director
or former Officer-Director will be personally liable to the corporation or its
shareholders for monetary damages for conduct as a Director or Officer-Director
occurring after the effective date of this Article unless the conduct is Finally
Adjudged to have been Egregious Conduct.
8.3 LIABILITY OF SUBSIDIARY OUTSIDE DIRECTORS. No Subsidiary Outside
Director or former Subsidiary Outside Director will be personally liable in any
action brought directly by this corporation as a shareholder of the Subsidiary
Corporation or derivatively on behalf of the Subsidiary Corporation (or by any
shareholder of this corporation double-derivatively on behalf of this
corporation and the Subsidiary Corporation) for monetary damages for conduct as
a Subsidiary Outside Director occurring after the effective date of this Article
unless the conduct is Finally Adjudged to have been Egregious Conduct.
8.4 MANDATORY INDEMNIFICATION OF DIRECTORS. Subject to Sections 8.7 and
8.8 of this Article, the corporation will indemnify any person who is, or is
threatened to be made, a party to any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, and whether formal or
informal, and whether by or in the right of the corporation or its shareholders
or by any other party, by reason of the fact that the person is or was a
Director, Officer-Director, or Subsidiary Outside Director against judgments,
penalties or penalty taxes, fines, settlements (even if paid or payable to the
corporation or its shareholders or to a Subsidiary Corporation) and reasonable
expenses, including attorneys' fees, actually incurred in connection with such
action, suit or proceeding unless the liability and expenses were on account of
conduct Finally Adjudged to be Egregious Conduct.
8.5 ADVANCING EXPENSES. Except as prohibited by Sections 8.7 and 8.8 of
this Article, the reasonable expenses, including attorneys' fees, of a Director,
Officer-Director, Subsidiary Outside Director, or person formerly serving in any
such capacities, incurred in connection with an action, suit or proceeding in
which the individual is entitled to indemnification under Section 8.4
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will be paid or reimbursed by the corporation, upon request of such person, in
advance of the final disposition of such action, suit or proceeding upon receipt
by the corporation of a written, unsecured promise by the person to repay such
amount if it will be Finally Adjudged that the person is not eligible for
indemnification. All expenses incurred by such person in connection with such
action, suit or proceeding will be considered reasonable unless Finally Adjudged
to be unreasonable.
8.6 PROCEDURE. Except as required by Sections 8.7 and 8.8 of this Article,
no action by the Board of Directors, the shareholders, independent counsel, or
any other person or persons will be necessary or appropriate to the
determination of the corporation's indemnification obligation under this Article
in any specific case, to the determination of the reasonableness of any expenses
incurred by a person entitled to indemnification under this Article, nor to the
authorization of indemnification in any specific case.
8.7 EXCEPTION FOR INTERNAL CLAIMS. Notwithstanding anything else in these
Articles, the corporation will not be obligated to indemnify any person for any
expenses, including attorneys' fees, incurred to assert any claim against the
corporation (except a claim to enforce rights to indemnification) or any person
related to or associated with it, including any person who would be entitled
hereby to indemnification in connection with the claim.
8.8 EXCEPTION FOR REGULATORY CLAIMS.
(a) REGULATORY PROCEEDINGS GENERALLY. Notwithstanding anything else
in these Articles, indemnification of any Director, Officer-Director or
Subsidiary Outside Director, or any person formerly serving in any such
capacities, and advancement of expenses in connection with either an
administrative proceeding or a civil action instituted by a federal banking
agency ("Regulatory Proceedings") will be governed by this Section.
(b) BANKING REGULATIONS DEFINED. The term "Banking Regulations" will
mean any state or federal laws or regulations applicable to the corporation, or
any formal policies adopted by a regulatory agency having jurisdiction over the
corporation.
(c) INDEMNIFICATION IN REGULATORY PROCEEDINGS. The corporation will
provide indemnification and advancement of expenses in connection with
Regulatory Proceedings to the extent permitted, and in the manner prescribed by
Banking Regulations. Insurance and other means to ensure payment of costs and
expenses in Regulatory Proceedings may be obtained or provided to the extent
permitted and in the manner prescribed by Banking Regulations.
(d) FEDERAL DEPOSIT INSURANCE CORPORATION. Notwithstanding anything
else in these Articles, the Articles are subject to the requirements and
limitations set forth in state and federal laws, rules, regulations, and orders
regarding indemnification and prepayment of legal expenses and liabilities,
including Section 18(k) of the Federal Deposit Insurance Act, as amended, and
Part 359 of the Federal Deposit Insurance Corporation's Rules and Regulations or
any successor regulations. To the extent of any conflict between state and
federal law regarding the interpretation and scope of the Articles, federal law
will supercede and control.
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8.9 ENFORCEMENT OF RIGHTS. The corporation will indemnify any person
granted indemnification rights under this Article against any reasonable
expenses incurred by the person to enforce such rights.
8.10 SET-OFF OF CLAIMS. Any person granted indemnification rights
herein may directly assert such rights in set-off of any claim raised against
the person by or in the right of the corporation and will be entitled to have
the same tribunal which adjudicates the corporation's claim adjudicate the
person's entitlement to indemnification by the corporation.
8.11 CONTINUATION OF RIGHTS. The indemnification rights provided in
this Article will continue as to a person who has ceased to be a Director,
Officer-Director, or Subsidiary Outside Director and will inure to the benefit
of the heirs, executors, and administrators of such person.
8.12 EFFECT OF AMENDMENT OR REPEAL. Any amendment or repeal of this
Article will not adversely affect any right or protection of a Director,
Officer-Director, or Subsidiary Outside Director or person formerly serving in
any of such capacities existing at the time of such amendment or repeal with
respect to acts or omissions occurring prior to such amendment or repeal.
8.13 SEVERABILITY OF PROVISIONS. Each of the substantive provisions of
this Article is separate and independent of the others, so that if any provision
hereof will be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability will not affect the validity or enforceability of
the other provisions.
ARTICLE IX
REPURCHASE OF SHARES
To the extent authorized by the Washington Director of Financial
Institutions and the Federal Deposit Insurance Corporation, as applicable, the
corporation may use its unreserved and unrestricted surplus to purchase its own
shares which will be held as authorized but unissued shares.
ARTICLE X
AMENDMENT TO BYLAWS
The Board of Directors will have full power to adopt, alter, amend, or
repeal the Bylaws or adopt new Bylaws; provided nothing herein will deny the
concurrent power of the shareholders to adopt, alter, amend, or repeal the
Bylaws so long as any Bylaw is not inconsistent with law or these Articles.
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ARTICLE XI
AMENDMENT TO ARTICLES
This corporation reserves the right to amend all or change or repeal any
provision contained in its Articles of Incorporation in any manner now or
hereafter prescribed or permitted by law. All rights of shareholders of this
corporation are granted subject to this reservation.
[Date and Signature Appear on the Following Page]
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Dated as of: December 10, 1999.
/s/ Robert J. Worrell
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Robert J. Worrell, Chief Executive Officer
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Exhibit 2b
BYLAWS
OF
PACIFIC FINANCIAL CORPORATION
DATED AS OF DECEMBER 15, 1999
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TABLE OF CONTENTS
PAGE NO.
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Section 1 SHAREHOLDERS' MEETINGS.............................................1
1.1 Place.......................................................1
1.2 Annual Meeting..............................................1
1.3 Special Meetings............................................1
1.4 Notices of Meetings.........................................1
1.5 Waiver of Notice............................................2
1.6 Adjourned Meetings..........................................2
1.7 Quorum of Shareholders......................................2
1.8 Voting of Shares............................................2
1.9 Action Without Meeting......................................2
Section 2 BOARD OF DIRECTORS.................................................3
2.1 Number and Qualifications...................................3
2.2 Election - Term of Office...................................3
2.3 Vacancies...................................................3
2.5 Annual Meeting..............................................3
2.6 Regular Meetings............................................3
2.7 Special Meetings............................................4
2.8 Notice of Meetings..........................................4
2.9 Waiver of Notice............................................4
2.10 Quorum of Directors; Attendance.............................4
2.11 Dissent by Directors........................................4
2.12 Action Without Meeting......................................4
2.13 Removal of Directors........................................5
2.14 Executive Committee.........................................5
2.15 Audit Committee.............................................5
2.16 Other Committees............................................5
2.17 Rules of Procedure..........................................6
Section 3 OFFICERS...........................................................6
3.1 Officers Enumerated - Election..............................6
3.2 Qualifications..............................................6
3.3 Chairperson of the Board....................................6
3.4 Vice Chairperson of the Board...............................7
3.5 Chief Executive Officer.....................................7
3.6 President...................................................7
3.7 Vice President..............................................7
3.8 Secretary...................................................7
3.9 Treasurer...................................................7
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3.10 Other Officers and Agents...................................7
3.11 Removal of Officers.........................................8
3.12 Vacancies...................................................8
3.13 Salaries....................................................8
Section 4 BUSINESS OF THE CORPORATION........................................8
4.1 Obligations.................................................8
4.2 Contracts...................................................8
4.3 Loans to Corporation........................................8
4.4 Checks and Drafts...........................................8
Section 5 INDEMNIFICATION....................................................8
Section 6 STOCK..............................................................9
6.1 Certificate of Stock........................................9
6.2 Transfer....................................................9
6.3 Shareholders of Record......................................9
6.4 Loss or Destruction of Certificates.........................9
6.5 Record Date and Transfer Books..............................9
6.6 Regulations................................................10
6.7 Preemptive Rights..........................................10
Section 7 BOOKS AND RECORDS.................................................10
7.1 Records of Corporate Meetings and Share Register...........10
7.2 Reliance on Records........................................10
Section 8 CORPORATE SEAL....................................................10
Section 9 AMENDMENTS........................................................10
8.1 By the Shareholders........................................11
8.2 By the Board of Directors..................................11
Section 10 FISCAL YEAR......................................................11
Section 11 CERTIFICATE OF ADOPTION..........................................12
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BYLAWS
OF
PACIFIC FINANCIAL CORPORATION
(INCORPORATED UNDER THE LAWS OF WASHINGTON)
----------------------------------------------------
SECTION 1
SHAREHOLDERS' MEETINGS
1.1 PLACE. Shareholders' meetings will be held at the principal
office of the corporation, or at any other location within any county in which
the corporation has a branch or office, as will be determined by the Board of
Directors and stated in the notice of meeting.
1.2 ANNUAL MEETING. The annual meeting of the shareholders of the
corporation for the election of directors to succeed those whose terms then
expire and for the transaction of any other business as may properly come before
the meeting will be held each year on the date determined by the Board of
Directors. Failure to hold an election of directors at the annual meeting of the
shareholders, through oversight or otherwise, does not affect the validity of
any corporate action, and a meeting of the shareholders may be held at a later
date for the election of directors and for the transaction of any other business
that may properly come before the meeting. Any election held or other business
transacted at a later meeting will be as valid as if done or transacted at the
annual meeting of the shareholders. Any later meeting will be called in the same
manner as a special meeting of the shareholders, and notice of the time, place,
and purpose of the meeting will be given in the same manner as notice of a
special meeting of the shareholders.
1.3 SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes may be called at any time by the President, any member of
the Board of Directors, or by the shareholders as set forth in the Articles of
Incorporation.
1.4 NOTICES OF MEETINGS. Written notice stating the date, time,
and place of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, will be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, unless a
purpose of the meeting is to act on an amendment to the Articles of
Incorporation, a plan of merger or share exchange, a proposed sale of all or
substantially all of the assets of the corporation, or the dissolution of the
corporation, in which case notice will be delivered not less than twenty (20)
nor more than sixty (60) days before the date of the meeting. Notice of any
shareholders' meeting will be delivered either personally or by mail, by or at
the direction of the President, the Secretary, or the person or persons calling
the meeting, to each shareholder of record entitled to vote at the meeting and
to others as required by law. If mailed, the notice will be deemed to be
delivered when deposited in the United States mail with postage prepaid,
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addressed to the shareholder at his or her address as it appears in the current
records of the corporation.
1.5 WAIVER OF NOTICE. Notice of any shareholders' meeting may be
waived at any time, either before or after the meeting, if the waiver is in
writing, signed by the shareholders entitled to notice, and delivered to the
corporation. A shareholder's attendance at a meeting waives objection to lack of
notice or defective notice of the meeting unless the shareholder objects at the
beginning of the meeting to holding the meeting or transacting business at the
meeting. A shareholder waives objection to consideration of a particular matter
at a meeting that is not within the purpose or purposes described in the meeting
notice unless the shareholder objects to considering the matter when it is
presented.
1.6 ADJOURNED MEETINGS. An adjournment or adjournments of any
shareholders' meeting may be taken until the time and place determined by those
present, without new notice being given, whether by reason of the failure of a
quorum to attend or otherwise. However, any meeting at which directors are to be
elected will be adjourned only from day to day until the directors are elected.
1.7 QUORUM OF SHAREHOLDERS. A majority of the votes in a voting
group entitled to vote on a matter represented at a shareholders' meeting in
person or by proxy other than solely to object to the meeting or the business to
be transacted, having once been in attendance at the meeting, will constitute a
quorum for that voting group for action taken during the meeting on that matter.
If a quorum is present, action is approved if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action, unless the vote of a greater number is required by law, the Articles
of Incorporation, or these Bylaws. Shareholders may participate in a meeting of
the shareholders by means of a conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each other
during the meeting. Participation by such means will constitute presence in
person at a meeting.
1.8 VOTING OF SHARES. All voting at shareholders' meetings will be
by voice vote unless any qualified voter demands a vote by ballot. A shareholder
may vote either in person or by proxy executed in writing by the shareholder or
his or her duly authorized attorney-in-fact. No proxy will be valid after eleven
(11) months from the date of its execution, unless otherwise provided in the
proxy. Each outstanding share is entitled to one vote on each matter submitted,
and shareholders do not have the right to cumulate their votes with respect to
the election of directors.
1.9 ACTION WITHOUT MEETING. Any action required or permitted to be
taken at a meeting of the shareholders of the corporation may be taken without a
meeting if a written consent resolution, setting forth the action taken, is
signed by all shareholders entitled to vote on the action and is delivered to
the corporation. Once delivered, the
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consent resolution will have the same force and effect as a unanimous vote of
the shareholders.
SECTION 2
BOARD OF DIRECTORS
2.1 NUMBER AND QUALIFICATIONS. All corporate powers will be
exercised by, or under the authority of, and the business and affairs of the
corporation will be managed by a board of directors, the members of which need
not be shareholders of the corporation or residents of the State of Washington.
The range in the number of directors will be as set by the Articles of
Incorporation with the exact number of directors to be determined by resolution
of the Board of Directors from time to time.
2.2 ELECTION - TERM OF OFFICE. The directors will be elected by
the shareholders as set forth in the Articles of Incorporation.
2.3 VACANCIES.
(a) Except as otherwise provided by law and in Section 2.3(b) of
these Bylaws, vacancies in the Board of Directors, whether caused by
resignation, death, or otherwise, may be filled by the remaining
directors, whether constituting a quorum or not, or by the
shareholders entitled to vote for the positions vacated. Directors
elected to fill vacancies will hold office during the unexpired term
of their predecessors and until their successors are elected and
qualified.
(b) Pursuant to the Agreement and Plan of Merger dated June 9,
1999 (the "Agreement") for any annual or special meeting held prior to
the first annual meeting of the Effective Time of the Merger,
vacancies on the Board will be filled as set forth in the Agreement.
2.4 COMPENSATION. The directors will receive such reasonable
compensation for their attendance at meetings of the Board and for their
services as members of any committee appointed by the Board as may be prescribed
by the Board of Directors, and may be reimbursed by the corporation for ordinary
and reasonable expenses incurred in the performance of their duties.
2.5 ANNUAL MEETING. The first meeting of each newly elected Board
of Directors will be the annual meeting of the Board of Directors and will be
held immediately after and at the same place as the annual shareholders' meeting
or any later shareholders' meeting at which a Board of Directors is elected.
2.6 REGULAR MEETINGS. Regular meetings of the Board of Directors
will be held on the dates and at the times and places decided by resolution of
the Board of Directors.
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2.7 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time and at any place whenever called by the Chairperson, the
Chief Executive Officer, the President or any two (2) directors of the
corporation.
2.8 NOTICE OF MEETINGS. Notice of the annual or regular meetings
of the Board of Directors is not required. Notice of the date, time, and place
of special meetings of the Board of Directors must be given, by or at the
direction of the Chairperson of the Board, the Chief Executive Officer, the
President, the Secretary, or any person or persons calling the meeting, by mail,
facsimile, radio, telegram, or personal communication over the telephone or
otherwise, at least three (3) days prior to the day on which the meeting is to
be held. No notice need be given if the time and place of the meeting has been
fixed by resolution of the Board of Directors and a copy of the resolution has
been mailed to every director at least three (3) days before the meeting.
2.9 WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors may be waived at any time, either before or after a meeting, if the
waiver is in writing, signed by the director entitled to notice, and delivered
to the corporation. Notice is waived by any director attending or participating
in a meeting unless the director, at the beginning of the meeting or promptly on
the director's arrival, objects to holding the meeting or transacting business
at the meeting and does not vote for or assent to any action taken at the
meeting.
2.10 QUORUM OF DIRECTORS; ATTENDANCE. A majority of the number of
directors fixed in accordance with the Articles of Incorporation or Bylaws from
time to time will constitute a quorum for the transaction of business. Except as
provided in Section 3.2 of the Agreement, the act of a majority of the directors
present at a meeting at which a quorum is present will be the act of the Board
of Directors. Members of the Board of Directors or any committee designated by
the Board of Directors may participate in a meeting of the Board or committee by
means of a conference telephone or similar communication equipment by which all
persons participating in the meeting can hear each other at the meeting.
Participation by such means will constitute presence in person at a meeting.
2.11 DISSENT BY DIRECTORS. A director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken will be presumed to have assented to the action unless (a) the
director objects at the beginning of the meeting, or promptly on his or her
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 his or her
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the corporation within a reasonable time after adjournment.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.
2.12 ACTION WITHOUT MEETING. Any action which may be or is required
to be taken at a meeting of the Board of Directors, or any action which may be
taken at a
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meeting of a committee designated by the Board of Directors, may be taken
without a meeting if a written consent resolution, setting forth the action
taken, is signed by all of the directors or all of the members of the committee,
as the case may be, and is delivered to the corporation. The fully signed
consent resolution will have the same force and effect as a unanimous vote.
2.13 REMOVAL OF DIRECTORS. One or more directors may be removed,
with or without cause, at a special meeting of shareholders called expressly for
that purpose by a vote of the holders of a majority of the shares then entitled
to vote at an election of directors. Subject to Section 2.3(b) of these Bylaws,
any vacancy caused by such removal may be filled by the shareholders at such
meeting, and any director elected to fill such vacancy will serve only for the
unexpired term of his predecessor in office.
2.14 EXECUTIVE COMMITTEE. By resolution adopted by a majority of
the full Board of Directors, the Board may designate from among its members an
Executive Committee of not less than two (2) members, and may designate one of
such members as chairperson. Any member of the Board may serve as an alternate
member of the Executive Committee in the absence of a regular member or members.
The Executive Committee will have and exercise all of the authority of the Board
of Directors during intervals between meetings of the Board except that the
Executive Committee will not have the authority to: (1) authorize or approve a
distribution except according to a general formula or method prescribed by the
Board of Directors; (2) approve or propose to shareholders action required to be
approved by shareholders; (3) fill vacancies on the Board of Directors or on any
of its committees; (4) amend the Articles of Incorporation of the corporation;
(5) adopt, amend, or repeal the Bylaws of the corporation; (6) approve a plan of
merger not requiring shareholder approval, or (7) 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 as authorized by the Board of Directors within limits
specifically prescribed by the Board.
2.15 AUDIT COMMITTEE. By resolution adopted by a majority of the
full Board of Directors, the Board may appoint from among its members an Audit
Committee of two (2) or more directors, none of whom will be active officers of
the corporation, and may designate one or more of such members as chairperson of
the Committee. The Board may also designate one or more directors as alternates
to serve as a member of members of the Committee in the absence of a regular
member or members. The Committee will establish and maintain continuing
communications between the Board and the corporation's independent auditors,
internal auditors, and members of financial management with respect to the audit
of the corporation's accounts and financial affairs and the audit of the
corporation's controlled subsidiaries. The Committee will have such other powers
and perform such other duties as may from time to time be prescribed by the
Board of Directors.
2.16 OTHER COMMITTEES. By resolution adopted by a majority of the
full Board of Directors, the Board may designate from among its members such
other committees as
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it may deem necessary, each of which will consist of not less than two (2)
directors and have such powers and duties as may from time to time be prescribed
by the Board.
2.17 RULES OF PROCEDURE. The majority of the members of any
committee may fix its rules of procedure. All actions by any committee will be
reported in written minutes available at any reasonable time to any Board
member. Such actions will be subject to revision, alteration and approval by the
Board of Directors; provided, that no rights or acts of third parties who have
relied in good faith on the authority granted herein will be affected by such
revision or alteration.
SECTION 3
OFFICERS
3.1 OFFICERS ENUMERATED - ELECTION. The officers of the
corporation may include a Chief Executive Officer, President, Secretary, and
Cashier and one or more Vice Presidents, as well as any assistants to the
officers as the Board of Directors may determine. The Board of Directors, in its
discretion, may also elect a Chairperson of the Board from among the members of
the Board. All officers will be elected by the Board of Directors at its annual
meeting to hold office until their successors are elected and qualified.
3.2 QUALIFICATIONS. None of the officers of the corporation need
be a director, except the Chairperson of the Board who will serve as a presiding
officer. Any two or more offices may be held by the same person.
3.3 CHAIRPERSON OF THE BOARD. The Chairperson of the Board, if
any, will preside over all shareholder and director meetings at which he or she
is present and will perform such other duties as may from time to time be
assigned by the Board of Directors; PROVIDED, however, that the Chairperson of
the Board will not, by reason of his or her office, be considered an executive
officer of the corporation or be assigned executive responsibilities or
participate in the operational management of the corporation.
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3.4 VICE CHAIRPERSON OF THE BOARD. The Vice Chairperson of the
Board, if any, will perform the duties of the Chairman if the Chairman is unable
to perform such duties.
3.5 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer will
oversee the management of the corporation, subject to the authority of the Board
of Directors. The Chief Executive Officer will submit a report of the operations
of the corporation for the preceding year to the shareholders at their annual
meeting. If no Chairperson of the Board is elected by the Board of Directors or
in the absence of the Chairperson or Vice Chairperson, if any, of the Board, the
Chief Executive Officer will preside at all meetings of the shareholders, and of
the Board of Directors if he or she is a member of the Board. Any shares of
stock of another corporation held by the corporation will be voted by the Chief
Executive Officer, subject to direction from the Board of Directors
3.6 PRESIDENT. The President will have general day-to-day
management of the business of the corporation. Subject to the authority of the
Board of Directors and the Chief Executive Officer, the President will have
general charge, supervision, and control over the business and affairs of the
corporation and will be responsible for its management. The President will
perform any other duties assigned to that office from time to time by the Board
of Directors and the Chief Executive Officer.
3.7 VICE PRESIDENT. If the President is absent or disabled, the
Vice President will have and may exercise and perform the authority and duties
of the President. In addition, the Vice President will perform any other duties
assigned to that office by the Board of Directors or President from time to
time. If more than one Vice President is elected, the Vice Presidents will have
the titles, seniority, and duties established for them by the Board of
Directors.
3.8 SECRETARY. The Secretary will prepare and keep minutes of
meetings of shareholders and directors, will be responsible for authenticating
records of the corporation, and will exercise the usual authority pertaining to
the office of secretary. The Secretary will keep the stock book of the
corporation, a record of certificates representing shares of stock issued by the
corporation, and a record of transfers of certificates. The Secretary will keep
and, when proper, affix the seal of the corporation, if any, and will perform
any other duties assigned to that office by the Board of Directors or President
from time to time.
3.9 TREASURER. The Treasurer will, subject to the direction of the
President, have general custody of all the property, funds and securities of the
corporation and have general supervision of the collection and disbursement of
funds of the corporation. The Treasurer will provide for the keeping of proper
records of all transactions of the corporation and will perform any other duties
assigned to that office by the Board of Directors or President from time to
time.
3.10 OTHER OFFICERS AND AGENTS. The Board of Directors may appoint
other officers and agents as it deems necessary or expedient. Such other
officers will hold their
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offices for terms as provided in Subsection 3.1 above, and such other agents
will hold their positions for the periods determined from time to time by the
Board of Directors. These other officers and agents will exercise the authority
and perform the duties prescribed for them by the Board of Directors, which
authority and duties may include, in the case of the other officers, one or more
of the duties of the named officers of the corporation.
3.11 REMOVAL OF OFFICERS. Any officer or agent may be removed by
the Board of Directors whenever in its judgment the best interests of the
corporation will be served by doing so. Removal will be without prejudice to the
contract rights, if any, of the person removed. Election or appointment of an
officer or agent will not of itself create contract rights.
3.12 VACANCIES. Vacancies in any office arising from any cause may
be filled by the Board of Directors at any regular or special meeting.
3.13 SALARIES. Salaries of all officers and agents of the
corporation appointed by the Board of Directors will be fixed by the Board of
Directors.
SECTION 4
BUSINESS OF THE CORPORATION
4.1 OBLIGATIONS. The President, CEO and Chairperson of the Board,
if any (or the Vice President in their absence or disability), will have
responsibility for and authority to carry out the normal and regular business
affairs of the corporation. Any agreements or other documents requiring Board
approval will be valid if approved by the Board and signed by the Chairperson of
the Board, the President, or Vice President and attested by the Secretary or an
Assistant Secretary.
4.2 CONTRACTS. The Board of Directors may authorize any officer or
agent to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation. This authority may be general or
confined to specific instances.
4.3 LOANS TO CORPORATION. No loans will be contracted on behalf of
the corporation, and no evidence of indebtedness will be issued in its name,
unless authorized by the Board of Directors. This authority may be general or
confined to specific instances.
4.4 CHECKS AND DRAFTS. All checks, drafts, or other orders for the
payment of money, notes, or other evidence of indebtedness issued in the name of
the corporation will be signed by the officer(s) or agent(s) of the corporation
and in the manner prescribed from time to time by the Board of Directors.
SECTION 5
INDEMNIFICATION
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The corporation may provide indemnification consistent with its
Articles of Incorporation and applicable state and federal laws.
SECTION 6
STOCK
6.1 CERTIFICATE OF STOCK. Certificates of stock will be issued in
numerical order. Each shareholder will be entitled to a certificate signed,
either manually or in facsimile, by the President or Vice President and the
Secretary, or by the Board of Directors. The certificate may be sealed with the
corporate seal. Every certificate of stock will state:
(a) The name of the corporation and the fact that the
corporation is incorporated under the laws of the State of Washington;
(b) The name of the registered holder of the shares
represented by the certificate; and
(c) The number and class of the shares and the designation of
the series, if any, represented by the certificate.
6.2 TRANSFER. Shares of stock may be transferred by delivery of
the certificate, accompanied by either an assignment in writing on the back of
the certificate or a separate written assignment and power of attorney to
transfer the same, which in either event is signed by the record holder of the
certificate. No transfer will be valid, except as between the parties to the
transfer, until the transfer is made on the books of the corporation. Except as
otherwise specifically provided in these Bylaws, no shares of stock will be
transferred on the books of the corporation until the outstanding certificate or
certificates representing the transferred stock have been surrendered to the
corporation.
6.3 SHAREHOLDERS OF RECORD. The corporation will be entitled to
treat the holder of record on the books of the corporation of any share or
shares of stock as the holder in fact of those shares for all purposes,
including the payment of dividends on and the right to vote the stock, unless
provided otherwise by the Board of Directors.
6.4 LOSS OR DESTRUCTION OF CERTIFICATES. If any certificate of
stock is lost or destroyed, another may be issued in its place on proof of loss
or destruction and on 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 any two officers of the corporation, it is proper to do so.
6.5 RECORD DATE AND TRANSFER BOOKS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors will
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make in advance a record date for any such determination of shareholders. The
record date in any case will not be more than seventy (70) 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 the determination of shareholders is to be
taken. If no record date is fixed for these purposes, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring the dividend is adopted, as the case may be, will be the
record date for the determination of shareholders.
6.6 REGULATIONS. The Board of Directors will have the power and
authority to make all rules and regulations it deems expedient concerning the
issue, transfer, conversion, and registration of certificates for shares of
stock of the corporation not inconsistent with these Bylaws, the Articles of
Incorporation, or the laws of the United States or the State of Washington.
6.7 PREEMPTIVE RIGHTS. Shareholders do not have a preemptive right
to acquire unissued shares of stock of the corporation.
SECTION 7
BOOKS AND RECORDS
7.1 RECORDS OF CORPORATE MEETINGS AND SHARE REGISTER. The
corporation will keep at either its principal place of business, its registered
office, or another place permitted by law, as the Board of Directors may
designate, (a) complete books and records of account and complete minutes or
records of all of the proceedings of the Board of Directors, director
committees, and shareholders, and (b) a record of shareholders, giving the names
of the shareholders in alphabetical order by class of shares and showing their
respective addresses and the number and class of shares held by each.
7.2 RELIANCE ON RECORDS. Any person dealing with the corporation
may rely on a copy of any of the records of the proceedings, resolutions, or
votes of the Board of Directors, director committees, or shareholders when
certified by the President, Vice President, or Secretary.
SECTION 8
CORPORATE SEAL
The corporation may adopt, but will not be required to adopt, a
corporate seal. If a seal is adopted, it will state the name of the corporation,
the year of its incorporation, and the words "corporate seal."
SECTION 9
AMENDMENTS
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8.1 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.
8.2 BY THE BOARD OF DIRECTORS. Except as provided in Article II of
the Agreement, the Bylaws may be amended, altered, or repealed by the
affirmative vote of a majority of the whole Board of Directors at any regular or
special meeting of the Board, if notice of the proposed alteration or amendment
is contained in the notice of the meeting; provided, however, the Board of
Directors will not amend, alter, or repeal any Bylaw in such manner as to affect
the qualifications, classifications, term of office or compensation of the
directors in any way. Any action of the Board of Directors with respect to the
amendment, alteration or repeal of these Bylaws is hereby made expressly subject
to change or repeal by the shareholders.
SECTION 10
FISCAL YEAR
The fiscal year of the corporation will be the calendar year.
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CERTIFICATE OF ADOPTION
The undersigned, being the Chief Executive Officer of Pacific Financial
Corporation, certifies that these are the Bylaws of the corporation, duly
adopted by the Board of Directors.
DATED as of this 15th day of December, 1999.
/s/ Robert J. Worrell
-----------------------------------
Robert J. Worrell,
Chief Executive Officer
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