EXHIBIT 3.2
BYLAWS
OF
DATAMARINE -WASH., INC.
ARTICLE I
REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the corporation shall be located in the
State of Washington at such place as may be fixed from time to time by the
board of directors upon filing of such notices as may be required by law,
and the registered agent shall have a business office identical with such
registered office. Any change in the registered agent or registered office
shall be effective upon filing such change with the office of the Secretary
of State of the State of Washington.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Annual Meetings. The annual meeting of the shareholders
of this corporation, for the purpose of election of directors and for such
other business as may come before it, shall be held either (a) at the
principal office of the corporation, on the first Tuesday of March of each
and every year, at 10:00 o'clock A.M., but if such day shall be a legal
holiday, the meeting shall be held at the same hour and place on the next
succeeding day not a holiday, or (b) at such other place and time which may
be within or without the State of Washington, as may be determined by the
board of directors and specified in the notice of the meeting.
Section 2. Special Meetings. Special meetings of the shareholders
of this corporation may be called at any time by the holders of ten percent
(10%) of the voting shares of the corporation, or by the president, or by
the board of directors. No business shall be transacted at any special
meeting of shareholders except as is specified in the notice calling for
said meeting. The place of any special meeting shall be the principal
office of the corporation or as otherwise determined, within or without the
State of Washington, by the board of directors and specified in the notice
of the meeting.
Section 3. Notice of Meetings. Written notice of annual or special
meetings of shareholders stating the place, day, and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be given by the secretary or persons
authorized to call the meeting to each shareholder of record entitled to
vote at the meeting. Such notice shall be given no fewer than ten (10) nor
more than sixty (60) days before the meeting date, except that notice of a
meeting to act on an amendment to the Articles of Incorporation, a plan of
merger or share exchange, a proposed sale, lease, exchange or other
disposition of all or substantially all of the assets of the corporation
other than in the usual or regular course of business, or the dissolution
of the corporation shall be given no fewer than twenty (20) nor more than
sixty (60) days before the meeting date. Notice may be transmitted by
mail, private carrier or personal delivery, telegraph or teletype, or
telephone, wire or wireless equipment which transmits a facsimile of the
notice. If mailed, such notice shall be effective when deposited in the
United States mail, first-class postage prepaid, and addressed to the
shareholder at his or her address as it appears on the stock transfer books
of the corporation. Otherwise, such notice shall be effective when
received.
Section 4. Waiver of Notice. Notice of the time, place, and purpose
of any meeting may be waived in writing (either before or after such
meeting). Notice of time or place of a meeting will be waived by any
shareholder by that shareholder's attendance in person or by proxy, unless
the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting. Objection to consideration
of a particular matter that is not within the purposes described in a
special meeting notice will be waived unless the shareholder objects to
considering the matter when it is presented. Any shareholder so waiving
shall be bound by the proceedings of any such meeting in all respects as if
due notice thereof had been given.
Section 5. Record Date. The board of directors may fix in advance a
record date in order to determine the shareholders entitled to notice of a
shareholders' meeting, to demand a special meeting, to vote, or to take any
other action, such date to be not more than sixty (60) days prior to the
date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a share
dividend or a distribution (other than one involving the purchase,
redemption, or other acquisition of the corporation's shares), the day
before the date on which notice of the meeting is effective or the date on
which the board of directors authorizes such share dividend or
distribution, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided
in this section, such determination is effective for any adjournment
thereof, unless the board of directors fixes a new record date, which it
must do if the meeting is adjourned to a date more than one hundred twenty
(120) days after the date fixed for the original meeting.
Section 6. Shareholders' List for Meeting. After fixing a record
date for a shareholders' meeting, the corporation shall prepare an
alphabetical list of the names of all shareholders on the record date who
are entitled to notice of the shareholders' meeting. The list shall be
arranged by voting group, and within each voting group by class or series
of shares, and show the address of and number of shares held by each
shareholder. A shareholder, shareholder's agent, or shareholder's attorney
may inspect the shareholder list, beginning ten (10) days prior to the
shareholders' meeting and continuing through the meeting, at the
corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held, during regular business
hours and at the shareholder's expense. The shareholders' list shall be
kept open for inspection during such meeting or any adjournment.
Section 7. Quorum and Adjourned Meetings. A majority of the votes
entitled to be cast on a matter by a voting group shall constitute a quorum
of that voting group at a meeting of shareholders. Once a share is
represented for any purpose at a meeting, in person or by proxy, other than
solely to object to holding the meeting or transacting business at the
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting, unless a new record date
is or must be set for that adjourned meeting.
Section 8. Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by the
shareholder's attorney-in-fact or agent. An appointment of a proxy is
effective when received by the secretary or other officer or agent
authorized to tabulate votes. An appointment is valid for eleven (11)
months unless a longer period is expressly provided in the appointment of
the proxy.
Section 9. Voting of Shares. Except as otherwise provided in the
Articles of Incorporation or in these Bylaws, every shareholder of record
shall have the right at every shareholders' meeting to one vote for every
share standing in his or her name on the books of the corporation. If a
quorum exists, action on a matter, other than election of directors, is
approved by a voting group of shareholders if the votes cast within the
voting group favoring the action exceed the votes cast within the voting
group opposing the action, unless a greater number of affirmative votes is
required by the Washington Business Corporation Act or by the Articles of
Incorporation.
ARTICLE III
DIRECTORS
Section 1. General Powers. All corporate powers shall be exercised
by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the board of directors
except as otherwise provided by the laws under which this corporation
exists or in the Articles of Incorporation.
Section 2. Number. The board of directors shall consist of not
fewer than two and not more than twelve directors, but the initial number
shall be two. The number of directors can be increased or decreased by
resolution of the board of directors or the shareholders; provided, that no
decrease in the number of directors shall shorten the term of any incumbent
director.
Section 3. Tenure and Qualifications. The Directors of the
corporation shall be divided into three classes: Class I, Class II and
Class III. Each class shall consist, as nearly as may be possible, of one-
third of the whole number of the Board of Directors. In the first annual
meeting of stockholders, the Class I Director shall be elected to hold
office for a term to expire at the first annual meeting of the stockholders
thereafter; the Class II Director shall be elected to hold office for a
term to expire with the second annual meeting of the stockholders
thereafter; and the Class III Director shall be elected to hold office for
a term to expire at the third annual meeting of the stockholders
thereafter, and in the case of each class, until his respective successor
is duly elected and qualified. At each annual election held after the next
annual meeting of the stockholders, the Director elected to succeed the one
whose term expires shall be identified as being of the same class as the
Director he succeeds and shall be elected to hold office for a term to
expire at the third annual meeting of the stockholders after his election,
and until his successor is duly elected and qualified. If the number of
Directors changes, any increase or decrease in Directors shall be
apportioned among the classes so as to maintain all classes as equal in
number as possible, and any additional Director elected to any class shall
hold office for a term which shall coincide with the terms of the other
Directors in such class and until his successor is duly elected and
qualified.
Section 4. Election. The directors shall be elected at the
shareholders' annual meeting each year; and if, for any cause, the
directors shall not have been elected at an annual meeting, they may be
elected at a special meeting of shareholders called for that purpose in the
manner provided by these Bylaws. Whenever used in these Bylaws, the phrase
"entire Board of Directors" shall mean that number of directors fixed by
the most recent resolution adopted pursuant to the preceding sentence prior
to the date as of which a determination of the number of directors then
constituting the entire Board of Directors shall be relevant for any
purpose under these Bylaws. Nominations for the election of directors may
be made by the Board of Directors or a committee appointed by the Board of
Directors or by any stockholder entitled to vote generally in the election
of directors. However, any stockholder entitled to vote generally in the
election of directors may nominate one or more persons for election as
directors at a meeting only if written notice of such stockholder's intent
to make such nomination or nominations has been given, either personal
delivery or by United States mail, postage prepaid, to the Secretary of the
corporation not later than (1) with respect to an election to be held at an
annual meeting of stockholders or special meeting in lieu of an annual
meeting, sixty (60) days prior to the anniversary date of the immediately
preceding annual meeting and (2) with respect to an election to be held at
a special meeting of stockholders not in lieu of an annual meeting, the
close of business on the tenth (10th) day following the date on which
notice of such meeting is first given to stockholders. Each such notice to
the Secretary shall set forth (i) the name and addresses of the stockholder
and his or her nominees; (ii) a representation that the stockholder is
entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the
notice; (iii) a description of all arrangements or understandings between
the stockholder and each such nominee; (iv) such other information as would
be required to be included in a proxy statement soliciting proxies or the
election of the nominees of such stockholder; and (v) the consent of each
nominee to serve as a director of the corporation if so elected. The
corporation may require any proposed nominee to furnish such other
information as may be reasonably required by the corporation to determine
the eligibility of such proposed nominee to serve as a director of the
corporation. The presiding officer of the meeting may, if the facts
warrant, determine that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.
Section 5. Vacancies. In case of any vacancy in the board of
directors, including a vacancy resulting from an increase in the number of
directors, the board of directors, a majority of the remaining directors if
they do not constitute a quorum, or the shareholders may fill the vacancy.
Section 6. Resignation. Any director may resign at any time by
delivering written notice to the board of directors, its chairperson, or
the president or secretary of the corporation. A resignation shall be
effective when the notice is delivered, unless the notice specifies a later
effective date.
Section 7. Removal of Directors. At a meeting of shareholders
called expressly for that purpose, the entire board of directors, or any
member thereof, may be removed, with or without cause, by a vote of the
holders of the shares entitled to vote at an election of such directors.
Section 8. Meetings.
(a) The board of directors may hold an annual meeting immediately
after the annual shareholders' meeting, at the same place as the annual
shareholders' meeting or at such other place and at such time as may be
determined by the directors. No notice of the annual meeting of the board
of directors shall be necessary.
(b) Special meetings may be called at any time and place by the
president, Chairman of the Board, secretary, or any two or more directors,
or if there shall be less than three directors by any one director. Notice
of the time and place of each special meeting shall be given by the
secretary, or the persons calling the meeting. The notice may be written
or oral and shall be given at least two (2) days in advance of the meeting.
Written notice may be given by mail, private carrier or personal delivery,
telegraph or teletype, or telephone, wire or wireless equipment which
transmits a facsimile of the notice. Oral notice may be communicated in
person or by telephone, wire or wireless equipment which does not transmit
a facsimile of the notice. Such notice shall be effective at the earlier
of (i) when it is received, or (ii) five (5) days after it is deposited in
the United States mail, first-class postage prepaid, and correctly
addressed. The purpose of the meeting need not be given in the notice.
Notice of any special meeting may be waived in writing (either before or
after such meeting) and will be waived by any director by attendance at or
participation in the meeting, unless the director at the beginning of the
meeting, or promptly upon the director's arrival, objects and does not
thereafter vote for or assent to action taken at the meeting.
(c) Regular meetings of the board of directors may be held at such
place and on such day and hour as shall from time to time be fixed by
resolution of the board of directors. No notice of regular meetings of the
board of directors shall be necessary.
(d) At any meeting of the board of directors, any business may be
transacted, and the board may exercise all of its powers.
Section 9. Quorum and Voting.
(a) A majority of the number of directors specified in or fixed in
accordance with the Articles of Incorporation or these Bylaws shall
constitute a quorum, but a lesser number may adjourn any meeting from time
to time until a quorum is obtained, and no further notice thereof need be
given.
(b) If a quorum is present when a vote is taken, the affirmative
vote of a majority of the directors present at the meeting is the act of
the board of directors. If enough directors withdraw from a meeting to
leave less than a quorum, the remaining directors may not continue to
transact business at such meeting.
Section 10. Compensation. By resolution of the board of directors,
the directors may be paid their expenses, if any, of attendance at each
meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 11. Presumption of Assent. A director of the corporation
who is present at a meeting of the board of directors at which action on
any corporate matter is taken shall be deemed to have assented to the
action taken unless:
(i) the director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding it or transacting
business at the meeting;
(ii) the director's dissent or abstention from the action
taken is entered in the minutes of the meeting; or
(iii) the director delivers written notice of the director's
dissent or abstention to the presiding officer of the meeting before
its adjournment or to the corporation within a reasonable time after
adjournment of the meeting.
The right of dissent or abstention is not available to a director who
votes in favor of the action taken.
Section 12. Committees. The board of directors, by resolution
approved by a majority of the full board of directors, may designate from
among its members one or more committees, each of which must have two (2)
or more members and, to the extent provided in such resolution, such
committees shall have and may exercise all the authority of the board of
directors, except that no such committee shall have the authority to:
authorize or approve a distribution except according to a general formula
or method prescribed by the board of directors; approve or propose to
shareholders action that the Washington Business Corporation Act requires
to be approved by shareholders; fill vacancies on the board of directors or
on any of its committees; adopt amendments to the Articles of Incorporation
not requiring shareholder approval; adopt, amend or repeal the Bylaws;
approve a plan of merger not requiring shareholder approval; or 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.
ARTICLE IV
SPECIAL MEASURES FOR CORPORATE ACTION
Section 1. Actions by Written Consent. Any corporate action
required or permitted by the Articles of Incorporation, Bylaws, or the
Washington Business Corporation Act, to be voted upon or approved at a duly
called meeting of the directors, committee of directors, or shareholders
may be accomplished without a meeting if one or more unanimous written
consents of the respective directors, committee members, or shareholders
entitled to vote on the actions, setting forth the actions so taken, shall
be signed by all the directors, committee members, or shareholders entitled
to vote thereon, as the case may be. Such consents may be signed in
counterpart. In the case of action by the directors or a committee of the
directors, the consents may be signed before or after the action is taken.
Action taken by unanimous written consent of the directors or a committee
of the directors is effective when the last director or committee member
signs the consent, unless the consent specifies a later effective date.
Action taken by unanimous written consent of the shareholders is effective
when all consents are in possession of the corporation, unless the consent
specifies a later effective date.
Section 2. Meetings by Conference Telephone. Members of the board
of directors, members of a committee of directors, or shareholders may
participate in or conduct their respective meetings by means of a
conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other at the same time,
and participation in a meeting by such means shall constitute presence in
person at such meeting.
ARTICLE V
OFFICERS
Section 1. Officers Designated. The officers of the corporation
shall be a president, a secretary, and a treasurer, each of whom shall be
elected by the board of directors. Such other officers, including one or
more vice presidents (the number thereof to be determined by the board of
directors), and any assistant officers as may be deemed necessary may be
elected or appointed by the board of directors. Any two or more offices
may be held by the same person.
The board of directors may, in its discretion, elect a chairperson of
the board of directors and, if a chairperson has been elected, the
chairperson shall, when present, preside at all meetings of the board of
directors and the shareholders and shall have such other powers as the
board may prescribe.
Section 2. Election, Qualification and Term of Office. Each of the
officers shall be elected by the board of directors. The officers shall be
elected by the board of directors at each annual meeting of the board of
directors. Except as hereinafter provided, each of said officers shall
hold office from the date of his or her election until the next annual
meeting of the board of directors and until a successor shall have been
duly elected and qualified.
Section 3. Powers and Duties.
(a) President. Unless otherwise determined by the board of
directors, the president shall be the chief executive officer of the
corporation and, subject to the direction and control of the board of
directors, shall have general charge and supervision over its property,
business, and affairs. If the president is a director, the president
shall, unless a chairperson of the board of directors has been elected and
is present, preside at meetings of the shareholders and the board of
directors.
(b) Vice President. In the absence of the president or the
president's inability to act, the senior vice president shall act in the
president's place and stead and shall have all the powers and authority of
the president, except as limited by resolution of the board of directors.
(c) Secretary. The secretary shall: (1) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (2) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (3)
be custodian of the corporate records and of the seal of the corporation
and affix the seal of the corporation to all documents as may be required;
(4) keep, or cause to be kept, a register of the post office address of
each shareholder which shall be furnished to the secretary by such
shareholder; (5) have general charge of the stock transfer books of the
corporation; and (6) in general perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to
the secretary by the president or by the board of directors.
(d) Treasurer. Subject to the direction and control of the board of
directors, the treasurer shall have the custody, control, and disposition
of the funds and securities of the corporation and shall account for the
same, and at the expiration of term of office, the treasurer shall turn
over to his or her successor all property of the corporation in his or her
possession.
Section 4. Assistant Secretaries and Assistant Treasurers. The
assistant secretaries and assistant treasurers shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively,
or by the president or the board of directors.
Section 5. Removal. The board of directors shall have the right to
remove any officer whenever in its judgment the best interests of the
corporation will be served thereby.
Section 6. Vacancies. The board of directors shall fill any office
which becomes vacant with a successor who shall hold office for the
unexpired term and until a successor shall have been duly elected and
qualified.
Section 7. Compensation. The compensation of all officers of the
corporation shall be fixed by the board of directors.
ARTICLE VI
SHARE CERTIFICATES
Section 1. Issuance, Form and Execution of Certificates. No shares
of the corporation shall be issued unless authorized by the board. Such
authorization shall include the maximum number of shares to be issued, the
consideration to be received for each share, and a statement that the board
has determined that such consideration is adequate. Certificates for
shares of the corporation shall be in such form as is consistent with the
provisions of the Washington Business Corporation Act and shall state:
(i) the name of the corporation and that the corporation is
organized under the laws of this state;
(ii) the name of the person to whom issued; and
(iii) the number and class of shares and the designation of the
series, if any, which such certificate represents.
Certificates shall be signed by two (2) officers of the corporation, and
the seal of the corporation may be affixed thereto. If any officer who has
signed or whose facsimile signature has been placed upon any certificate
shall have ceased to be such officer before such certificate is issued, it
may be issued by the corporation with the same effect as if the person were
such officer at the date of its issue. Certificates may be issued for
fractional shares. No certificate shall be issued for any share until the
consideration established for its issuance has been paid.
Section 2. Transfers. Shares may be transferred by delivery of the
certificate therefor, accompanied either by an assignment in writing on the
back of the certificate or by a written power of attorney to assign and
transfer the same, signed by the record holder of the certificate. The
board of directors may, by resolution, provide that beneficial owners of
shares shall be deemed holders of record for certain specified purposes.
Except as otherwise specifically provided in these Bylaws, no shares shall
be transferred on the books of the corporation until the outstanding
certificate therefor has been surrendered to the corporation.
Section 3. Loss or Destruction of Certificates. In case of loss or
destruction of any certificate of shares, another may be issued in its
place upon proof of such loss or destruction and upon the giving of a
satisfactory indemnity bond to the corporation. A new certificate may be
issued without requiring any bond when, in the judgment of the board of
directors, it is proper to do so.
ARTICLE VII
BOOKS AND RECORDS
Section 1. Books of Accounts, Minutes and Share Register. The
corporation shall keep as permanent records minutes of all meetings of its
shareholders and board of directors, a record of all actions taken by the
shareholders and board of directors without a meeting, and a record of all
actions taken by a committee of the board of directors exercising the
authority of the board of directors on behalf of the corporation. The
corporation shall maintain appropriate accounting records. The corporation
or its agent shall maintain a record of its shareholders, in a form that
permits preparation of a list of the names and addresses of all
shareholders, in alphabetical order by class of shares showing the number
and class of shares held by each. The corporation shall keep a copy of the
following records at its principal office: the Articles or Restated
Articles of Incorporation and all amendments to them currently in effect;
the Bylaws or Restated Bylaws and all amendments to them currently in
effect; the minutes of all shareholders' meetings and records of all
actions taken by shareholders without a meeting, for the past three (3)
years; its financial statements for the past three (3) years, including
balance sheets showing in reasonable detail the financial condition of the
corporation as of the close of each fiscal year, and an income statement
showing the results of its operations during each fiscal year; all written
communications to shareholders generally within the past three (3) years; a
list of the names and business addresses of its current directors and
officers; and its most recent annual report delivered to the Secretary of
State of Washington.
Section 2. Financial Statements. The annual financial statements
for shareholders shall be prepared not later than four (4) months after the
close of each fiscal year and in any event prior to the annual meeting of
shareholders. If financial statements are prepared by the corporation for
any purpose on a particular basis (i.e., on the basis of generally accepted
accounting principles or on some other basis), the annual financial
statements must be prepared, and disclose that they are prepared, on that
same basis. If the annual financial statements are reported upon by a
public accountant, the accountant's report must accompany them. If not,
the statements must be accompanied by a statement of the president or the
person responsible for the corporation's accounting records, stating the
person's reasonable belief whether the statements were prepared on the
basis of generally accepted accounting principles and, if not, describing
the basis of preparation, and describing any respects in which the
statements were not prepared on a basis of accounting consistent with the
basis used for statements prepared for the preceding year.
Section 3. Copies of Resolutions. Any person dealing with the
corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the board of directors or shareholders, when
certified by the president or secretary.
ARTICLE VIII
CORPORATE SEAL
The board of directors may provide for a corporate seal which shall
have inscribed thereon the name of the corporation, the year and state of
incorporation and the words "corporate seal".
ARTICLE IX
AMENDMENT OF BYLAWS
Section 1. By the Shareholders. These Bylaws may be amended,
altered, or repealed at any annual or special meeting of the shareholders;
provided that, in the case of a special meeting, notice of the proposed
alteration or amendment is contained in the notice of the meeting.
Section 2. By the Board of Directors. These Bylaws may be amended,
altered, or repealed by the board of directors at any annual, regular or
special meeting of the board.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall end on the Saturday nearest
to September 30, provided that the board of directors has the authority to
change the fiscal year on a vote of the majority of directors then in
office.
ARTICLE XI
RULES OF ORDER
The rules contained in the most recent edition of Robert's Rules of
Order, Newly Revised, shall govern all meetings of shareholders and
directors where those rules are not inconsistent with the Articles of
Incorporation, these Bylaws, or special rules of order of the corporation.
CERTIFICATE OF ADOPTION
The undersigned Secretary of Datamarine-Wash., Inc. does hereby
certify that the foregoing were duly adopted as the Bylaws of the
corporation by the Board of Directors on March __, 2000.
David C. Thompson
