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BYLAWS
OF
NORDSTROM, INC.
(Amended and Restated as of May 16, 2000)
ARTICLE I
Offices
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The principal office of the corporation in the state of Washington
shall be located in the city of Seattle. The corporation may have such
other offices, either within or without the state of Washington, as the
Board of Directors may designate or as the business of the corporation may
require from time to time.
The registered office of the corporation required by the Washington
Business Corporation Act to be maintained in the state of Washington may
be, but need not be, identical with the principal office in the state of
Washington and the address of the registered office may be changed from
time to time by the Board of Directors or by officers designated by the
Board of Directors.
ARTICLE II
Shareholders
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Section 1. Annual Meetings. The annual meeting of the shareholders
shall be held on the third Tuesday in the month of May each year, at the
hour of 11:00 a.m., unless the Board of Directors shall have designated a
different hour and day in the month of May to hold said meeting. The
meeting shall be for the purpose of electing directors and the transaction
of such other business as may come before the meeting. If the day fixed
for the annual meeting shall be a legal holiday in the state of Washington
and if the Board of Directors has not designated some other day in the
month of May for such meeting, such meeting shall be held at the same hour
and place on the next succeeding business day not a holiday. The failure
to hold an annual meeting at the time stated in these Bylaws does not
affect the validity of any corporate action. If the election of directors
shall not be held on the day designated herein or by the Board of Directors
for any annual meeting of the shareholders, or at any adjournment thereof,
the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the shareholders
may be called for any purpose or purposes, unless otherwise prescribed by
statute, at any time by the Chairman (or any Co-Chairman) of the Board of
Directors, by the President (or any Co-President) if there is not then a
Chairman (or Co-Chairman) of the Board of Directors or by the Board of
Directors and shall be called by the Chairman (or any Co-Chairman) of the
Board of Directors or the President (or any Co-President) at the request of
holders of not less than 15% of all outstanding shares of the corporation
entitled to vote on any issue proposed to be considered at the meeting.
Only business within the purpose or purposes described in the meeting
notice may be conducted at a special shareholder's meeting.
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Section 3. Place of Meeting. The Board of Directors may designate
any place, either within or without the state of Washington, as the place
of meeting for any annual meeting or for any special meeting of the
corporation. If no such designation is made, the place of meeting shall be
the principal offices of the corporation in the state of Washington.
Section 4. 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, not less than ten (10) nor more than sixty (60) days
prior to the date of the meeting, unless otherwise prescribed by statute.
Section 5. Waiver of Notice. Notice of the time, place and purpose
of any meeting may be waived in writing (either before or after such
meeting) and will be waived by any shareholder by attendance of the
shareholder 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. Any shareholder waiving notice of a meeting shall be bound by
the proceedings of the meeting in all respects as if due notice thereof had
been given.
Section 6. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or any
adjournment thereof, or shareholders entitled to receive payment of any
dividend, or to make a determination of shareholders for any other proper
purpose, the Board of Directors may fix in advance a record date for any
such determination of shareholders, such date to be not 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 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
dividend, the day before the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, 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, the determination shall apply to any adjournment thereof,
unless the Board of Directors fixes a new record date, which it must do if
the meeting is adjourned more than one hundred twenty (120) days after the
date fixed for the original meeting.
Section 7. Voting Lists. 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 show the address of
and number of shares held by each shareholder. A shareholder,
shareholder's agent, or a shareholder's attorney may inspect the
shareholder list, at the shareholder's expense, beginning ten 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. The shareholder list shall be kept open for inspection at the time
and place of such meeting or any adjournment.
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Section 8. Quorum and Adjourned Meetings. Unless the Articles of
Incorporation or applicable law provide otherwise, a majority of the
outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders.
Once a share is represented at a meeting, other than to object to holding
the meeting or transacting business, it is deemed to be present for the
remainder of the meeting and any adjournment thereof unless a new record
date is set or is required to be set for the adjourned meeting. A majority
of the shares represented at a meeting, even if less than a quorum, may
adjourn the meeting from time to time without further notice. At a
reconvened meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the original
meeting. Business may continue to be conducted at a duly organized meeting
and at any adjournment of such meeting (unless a new record date is or must
be set for the adjourned meeting), notwithstanding the withdrawal of enough
shares from either meeting to leave less than a quorum.
Section 9. Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by the
shareholder's duly authorized attorney in fact. Such proxy shall be filed
with the Secretary of the corporation before or at the time of the meeting.
No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
Section 10. Voting of Shares. Every shareholder of record shall
have the right at every shareholders' meeting to one vote for every share
standing in the shareholder's name on the books of the corporation. If a
quorum exists, action on a matter, other than election of directors, is
approved by the shareholders if the votes cast favoring the action exceed
the votes cast opposing the action, unless the Articles of Incorporation or
applicable law require a greater number of affirmative votes.
Notwithstanding the foregoing, shares of the corporation may not be voted
if they are owned, directly or indirectly, by another corporation and the
corporation owns, directly or indirectly, a majority of shares of the other
corporation entitled to vote for directors of the other corporation.
Section 11. Acceptance of Votes. If the name signed on a vote,
consent, waiver or proxy appointment does not correspond to the name of a
shareholder of the corporation, the corporation may accept the vote,
consent, waiver or proxy appointment and give effect to it as the act of
the shareholder if: (i) the shareholder is an entity and the name signed
purports to be that of an officer, partner or agent of the entity; (ii) the
name signed purports to be that of an administrator, executor, guardian or
conservator representing the shareholder; (iii) the name signed purports to
be that of a receiver or trustee in bankruptcy of the shareholder; (iv) the
name signed purports to be that of a pledgee, beneficial owner or attorney-
in-fact of the shareholder; or (v) two or more persons are the shareholder
as co-tenants or fiduciaries and 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.
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Section 12. Nomination of Directors. Only persons who are nominated
in accordance with the following procedures shall be eligible for election
as directors of the corporation. Nominations of persons for election to
the Board of Directors may be made at any annual meeting of shareholders
(a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any shareholder of the corporation
(i) who is a shareholder of record on the date of the giving of the notice
provided for in this Section 10 and on the record date for the
determination of shareholders entitled to vote at the annual meeting and
(ii) who timely complies with the notice procedures and form of notice set
forth in this Section 12.
To be timely, a shareholder's notice must be given to the Secretary
of this corporation and must be delivered to or mailed and received at the
principal executive offices of the corporation not less than ninety (90)
days nor more than one hundred twenty (120) days prior to the anniversary
of the immediately preceding annual meeting of shareholders; provided,
however, that in the event that the annual meeting is called for a date
that is not within thirty (30) days before or after the anniversary date,
or no annual meeting was held in the immediately preceding year, notice by
the shareholder in order to be timely must be so received no later than the
close of business on the tenth (10th) days following the day on which the
notice of the annual meeting date was mailed to shareholders.
To be in the proper form, a shareholder's notice must be in written
form and must set forth (a) as to each person whom the shareholder proposes
to nominate for election as a director (i) the name, age, business address
and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class or series and number of shares of
capital stock of the corporation which are owned beneficially or of record
by the person and (iv) any other information relating to the person that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations proxies for election
of director pursuant to Section 14 of the Securities Exchange Act of 1934,
as amended (the "Act") and the rules and regulations promulgated
thereunder and (b) as to the shareholder giving the notice (i) the name and
record address of the shareholder, (ii) the class or series and number of
shares of capital stock of the corporation which are owned beneficially or
by record by the shareholder, (iii) a description of all arrangements or
understandings between the shareholder and each proposed nominee and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by the shareholder, (iv) a representation that
the shareholder intends to appear in person or by proxy at the meeting to
nominate the person named in its notice, and (v) any other information
relating to the shareholder that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14
of the Exchange Act and the rules and regulations promulgated thereunder.
The notice must be accompanied by a written consent of each proposed
nominee to be named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in
this Section 12. If the chairman of the annual meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and
the defective nomination shall be disregarded.
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Section 13. Business at Annual Meetings. No business may be
transacted at an annual meeting of shareholders, other than business that
is either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors (or any
duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any
duly authorized committee thereof), or (c) otherwise properly brought
before the annual meeting by any shareholder of the corporation (i) who is
a shareholder of record on the date of the giving of the notice provided
for in this Section 13 and on the record date for the determination of
shareholders of record on the date for the determination of shareholders
entitled to vote at the annual meeting and (ii) who timely complies with
the notice procedures and form of notice set forth in this Section 13.
To be timely, a shareholder's notice must be given to the Secretary
of the corporation and must be delivered to or mailed and received at the
principal executive offices of the corporation not less than ninety (90)
days nor more than one hundred twenty (120) days prior to the anniversary
date of the immediately preceding annual meeting of shareholders; provided,
however, that in the event that the annual meeting is called for a date
that is not within thirty (30) days before or after the anniversary date,
notice by the shareholder in order to be timely must be so received no
later than the close of business on the tenth (10th) day following the day
on which the notice of the annual meeting date was mailed to shareholders.
To be in proper form, a shareholder's notice must be in written form
and must set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for documenting the
business at the annual meeting, (ii) the name and record address of the
shareholder, (iii) the number of shares of capital stock of the corporation
which are owned beneficially or of record by each shareholder, (iv) a
description of all arrangements or understandings between the shareholder
and any other person or persons (including their names) in connection with
the proposal of the business and (v) a representation that the shareholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.
No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 13; provided, however, that, once the
business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 13 shall be deemed to
preclude discussion by any shareholder of any such business. If the
chairman of the annual meeting determines that business was not properly
brought before the annual meeting in accordance with the foregoing
procedures, the chairman shall declare to the meeting that the business was
not properly brought before the meeting and the business shall not be
transacted.
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ARTICLE III
Board of Directors
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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, its Board of
Directors, except as may be otherwise provided in these Bylaws, the Amended
and Restated Articles of Incorporation or the Washington Business
Corporation Act.
Section 2. Number, Tenure and Qualifications. The number of
directors of the corporation shall be ten (10). Each director shall hold
office until the next annual meeting of shareholders and until his
successors shall have been elected and qualified. Directors need not be
residents of the state of Washington or shareholders of the corporation.
Section 3. Regular Meeting. 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.
Regular meetings of the Board of Directors shall be held at such place and
on such day and hour as shall from time to time be fixed by the Chairman
(or any Co-Chairman) of the Board of Directors, the President (or any Co-
President) or the Board of Directors. No other notice of regular meeting
of the Board of Directors shall be necessary.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman (or any Co-
Chairman) of the Board of Directors, the President (or any Co-President) 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 Washington, as the place for holding any special
meeting of the Board of Directors called by them.
Section 5. Notice. Notice of any special meeting shall be given at
least two days previously thereto by either oral or written notice. Any
director may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. 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.
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 act of the 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 may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term
of his predecessor in office. A vacancy on the Board of Directors created
by reason of an increase in the number of directors may be filled by
election by the Board of Directors for a term of the office continuing only
until the next election of directors by the shareholders.
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Section 9. Compensation. By resolution of the Board of Directors,
each director may be paid his expenses, if any, of attendance at each
meeting of the Board of Directors and at each meeting of a committee of the
Board of Directors and may be paid a stated salary as director, a fixed sum
for attendance at each such meeting, or both. No such payment shall
preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
Section 10. Presumption of Assent. A director of the corporation
who is present at a meeting of the Board of Directors at which action on
any corporate matter is taken shall be presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the
meeting, or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment
thereof, or shall forward such dissent by registered mail to the Secretary
of the corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor of such
action.
Section 11. Committees. The Board of Directors, by resolution
adopted by the greater of a majority of the Board of Directors then in
office and the number of directors required to take action in accordance
these Bylaws, may create standing or temporary committees, including an
Executive Committee, and appoint members form its own number and invest
such committees with such powers as it may see fit, subject to such
conditions as may be prescribed by the Board of Directors, the Articles of
Incorporation, these Bylaws and applicable law. Each committee must have
two or more members, who shall serve at the pleasure of the Board of
Directors.
Section 11.1. Authority of Committees. Except for the
executive committee which, when the Board of Directors is not in session,
shall have and may exercise all of the authority of the Board of Directors
except to the extent, if any, that such authority shall be limited by the
resolutions appointing the executive committee, each committee shall have
and may exercise all of the authority of the Board of Directors to the
extent provided in the resolution of the Board of Directors creating the
committee and any subsequent resolutions adopted in like manner, except
that no such committee shall 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 sections or proposal required by the Washington Business
Corporation Act to be approved by shareholders, (3) fill vacancies on the
Board or any committee thereof, (4) amend the Articles of Incorporation
pursuant to RCW 23B.10.020, (5) adopt, amend or repeal Bylaws, (6) approve
a plan of merger not requiring shareholder approval, or (7) authorize or
approve the issuance or sale or contact 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 may authorize a committee or a
senior executive officer of the corporation to do so within limits
specifically prescribed by the Board.
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Section 11.2. Removal. The Board of Directors may remove any
member of any committee elected or appointed by it but only by the
affirmative vote of the greater of a majority of the directors then in
office and the number of directors required to take action in accordance
with these Bylaws.
Section 11.3. Minutes of Meetings. All committees shall keep
regular minutes of their meetings and shall cause them to be recorded in
books kept for that purpose.
ARTICLE IV
Special Measures Applying to Both
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Shareholder and Director Meetings
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Section 1. Actions by Written Consent. Any corporate action
required or permitted by the Articles of Incorporation, Bylaws, or the laws
under which the corporation is formed, 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 or shareholders, setting forth
the actions so taken, shall be signed, either before or after the action
taken, by all the directors, committee members or shareholders, as the case
may be. Action taken by unanimous written consent of the directors or a
committee of the Board of 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 have been delivered to 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 their respective meetings by means of a conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time;
participation in a meeting by such means shall constitute presence in
person at such meeting.
Section 3. Written or Oral Notice. Oral notice may be communicated
in person, or by telephone, wire or wireless equipment, which does not
transmit a facsimile of the notice. Oral notice is effective when
communicated. Written 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. Written notice to a
shareholder is effective when mailed, if mailed with first class postage
prepaid and correctly addressed to the shareholder's address shown in the
corporation's current record of shareholders. In all other instances,
written notice is effective on the earliest of the following: (a) when
dispatched to the person's address, telephone number, or other number
appearing on the records of the corporation by telegraph, teletype or
facsimile equipment; (b) when received; (c) five days after deposit in the
United States mail, as evidenced by the postmark, if mailed with first
class postage, prepaid and correctly addressed; or (d) 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 addressee. In
addition, notice may be given in any manner not inconsistent with the
foregoing provisions and applicable law.
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ARTICLE V
Officers
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Section 1. Number. The offices and officers of the corporation
shall be as designated from time to time by the Board of Directors. Such
offices may include a Chairman or two or more Co-Chairmen of the Board of
Directors, a President or two or more Co-Presidents, one or more Vice
Presidents, a Secretary and a Treasurer. Such other officers and 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
persons.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until a successor shall have been duly
elected and qualified, or until the officer's death or resignation, or the
officer has been removed in the manner hereinafter provided.
Section 3. Removal. 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 thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
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 of Directors. The Chairman or
Co-Chairmen of the Board of Directors, subject to the authority of the
Board of Directors, shall preside at meetings of shareholders and directors
and, together with the President and Co-Presidents, shall have general
supervision and control over the business and affairs of the corporation.
The Chairman or a Co-Chairman of the Board of Directors may sign any and
all documents, deeds, mortgages, bonds, contracts, leases, or other
instruments in the ordinary course of business with or without the
signature of a second corporate officer, may sign certificates for shares
of the corporation with the Secretary or Assistant Secretary of the
corporation and may sign any documents which the Board of Directors has
authorized to be executed, except in cases where the signing and 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 signed or executed; and in general may
perform all duties which are normally incident to the office of Chairman of
the Board of Directors or President and such other duties, authority and
responsibilities as may be prescribed by the Board of Directors from time
to time.
Section 6. President. The President or Co-Presidents, together with
the Chairman or Co-Chairmen of the Board of Directors, shall have general
supervision and control over the business and affairs of the corporation
subject to the authority of the Chairman or Co-Chairmen of the Board of
Directors and the Board of Directors. The President or a Co-President may
sign any and all documents, mortgages, bonds, contracts, leases, or other
instruments in the ordinary course of business with or without the
signature of a second corporate officer, may sign certificates for shares
of the corporation with the Secretary or Assistant Secretary of the
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corporation and may sign any documents which the Board of Directors has
authorized to be executed, except in cases where the signing and 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 signed or executed; and in general shall
perform all duties incident to the office of President and such other
duties, authority and responsibilities as may be prescribed by the Chairman
or Co-Chairmen of the Board of Directors or the Board of Directors from
time to time.
Section 7. The Vice President. In the absence of the President and
all Co-Presidents, or in the event of their death, inability or refusal to
act, the Executive Vice President, if one is designated and otherwise the
Vice Presidents in the order designated at the time of their election or in
the absence of any designation, then in the order of their election, shall
perform the duties of the President and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. Any
Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the corporation; and shall perform such other
duties as from time to time may be assigned to the Vice President by the
Chairman or Co-Chairmen of the Board of Directors, President or any Co-
President, or by the Board of Directors.
Section 8. The Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the Board of
Directors 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 and 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 shareholders; (e) sign with the Chairman or Co-Chairmen of the Board
of Directors, President or a Co-President, or with a Vice President,
certificates for shares of the corporation, or contracts, deeds or
mortgages the issuance or execution of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation subject to the authority delegated to a
transfer agent or registrar if appointed; and (g) 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 Chairman or Co-
Chairmen of the Board of Directors, President or any Co-President, or by
the Board of Directors.
Section 9. The Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for monies due and payable to
the corporation from any source whatsoever and deposit all such monies in
the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of
Article VII of these Bylaws; and (c) in general perform all of the duties
incident to the office of Treasurer and such other duties as from time to
time may be assigned to the Treasurer by the Chairman or Co-Chairmen of the
Board of Directors, President or any Co-President, or by 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.
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Section 10. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries, when authorized by the Board of Directors, may sign
with the Chairman or Co-Chairmen of the Board of Directors, President or a
Co-President, or with a Vice President, certificates for shares of the
corporation or contracts, deeds or mortgages, the issuance or execution of
which shall have been authorized by a resolution of the Board of Directors.
The Assistant Treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the Chairman or Co-Chairmen of the Board of Directors,
President or any Co-President, or by the Board of Directors.
ARTICLE VI
Contracts, Loans, Checks and Deposits
-------------------------------------
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 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 by such officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by 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 depositories as the
Board of Directors may select.
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
(or any Co-Chairman) of the Board of Directors, the President (or any Co-
President) or a Vice President and by the Secretary or an Assistant
Secretary 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. If
any officer who signed a certificate, either manually or in facsimile, no
longer holds such office when the certificate is issued, the certificate is
nevertheless valid. 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
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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 that in case of a lost, destroyed or mutilated certificate
a new one may be issued therefor upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.
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, or with its transfer agent, if any,
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.
ARTICLE VIII
Fiscal Year
-----------
The fiscal year of the corporation shall begin on the first day of
February and end on the thirty-first day of January in each year.
ARTICLE IX
Dividends
---------
The Board of Directors may, from time to time, declare and the
corporation may pay dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its articles of
incorporation.
ARTICLE X
Corporate Seal
--------------
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."
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ARTICLE XI
Indemnification of Directors, Officers and Others
-------------------------------------------------
Section 1. Right to Indemnification. Each person (including a
person's personal representative) who was or is made a party or is
threatened to be made a party to or is otherwise involved (including,
without limitation, as a witness) in any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative,
investigative or by or in the right of the corporation, or otherwise
(hereinafter a "proceeding") by reason of the fact that he or she (or a
person of whom he or she is a personal representative) is or was a director
or officer of the corporation or, being or having been such a director or
officer, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, agent or in any other relationship or
capacity whatsoever, of any other foreign or domestic corporation,
partnership, joint venture, employee benefit plan or trust or other trust,
enterprise or other private or governmental entity, agency, board,
commission, body or other unit whatsoever (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action or inaction in an
official capacity as a director, officer, partner, trustee, employee, agent
or in any other relationship or capacity whatsoever, shall be indemnified
and held harmless by the corporation to the fullest extent not prohibited
by the Washington Business Corporation Act, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment does not prohibit the corporation from providing
broader indemnification rights than prior to the amendment), against all
expenses, liabilities and losses (including but not limited to attorneys'
fees, judgments, claims, fines, ERISA and other excise and other taxes and
penalties and other adverse effects and amounts paid in settlement),
reasonably incurred or suffered by the indemnitee; provided, however, that
no such indemnity shall indemnify any person from or on account of acts or
omissions of such person finally adjudged to be intentional misconduct or a
knowing violation of law, or from or on account of conduct of a director
finally adjudged to be in violation of RCW 23B.08.310, or from or on
account of any transaction with respect to which it was finally adjudged
that such person personally received a benefit in money, property, or
services to which the person was not legally entitled; and further
provided, however, that except as provided in Section 2 of this Article
with respect to suits relating to rights to indemnification, the
corporation shall indemnify any indemnitee in connection with a proceeding
(or part thereof) initiated by the indemnitee only if such proceeding (or
part thereof) was authorized by the Board of Directors of the corporation.
The right to indemnification granted in this Article is a contract
right and includes the right to payment by, and the right to receive
reimbursement from, the corporation of all expenses as they are incurred in
connection with any proceeding in advance of its final disposition
(hereinafter an "advance of expenses"); provided, however, that an advance
of expenses received by an indemnitee in his or her capacity as a director
or officer (and not in any other capacity in which service was or is
rendered by such indemnitee unless required by the Board of Directors)
shall be made only upon (i) receipt by the corporation of a written
undertaking (hereinafter an "undertaking") by or on behalf of such
indemnitee, to repay advances of expenses if and to the extent it shall
ultimately be determined by order of a court having jurisdiction (which
determination shall become final upon expiration of all rights to appeal),
hereinafter a "final adjudication", that the indemnitee is not entitled to
be indemnified for such expenses under this Article, (ii) receipt by the
corporation of written affirmation by the indemnitee of his or her good
faith belief that he or she has met the standard of conduct applicable (if
any) under the Washington Business Corporation Act necessary for
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indemnification by the corporation under this Article, and (iii) a
determination of the Board of Directors, in its good faith belief, that the
indemnitee has met the standard of conduct applicable (if any) under the
Washington Business Corporation Act necessary for indemnification by the
corporation under this Article.
Section 2. Right of Indemnitee to Bring Suit. If any claim for
indemnification under Section 1 of this Article is not paid in full by the
corporation within sixty days after a written claim has been received by
the corporation, except in the case of a claim for an advance of expenses,
in which case the applicable period shall be twenty days, the indemnitee
may at any time thereafter bring suit against the corporation to recover
the unpaid amount of the claim. If the indemnitee is successful in whole
or in part in any such suit, or in any suit in which the corporation seeks
to recover an advance of expenses, the corporation shall also pay to the
indemnitee all the indemnitee's expenses in connection with such suit. The
indemnitee shall be presumed to be entitled to indemnification under this
Article upon the corporation's receipt of indemnitee's written claim (and
in any suits relating to rights to indemnification where the required
undertaking and affirmation have been received by the corporation) and
thereafter the corporation shall have the burden of proof to overcome that
presumption. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel, or shareholders) to have made a
determination prior to other commencement of such suit that the indemnitee
is entitled to indemnification, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel or
shareholders) that the indemnitee is not entitled to indemnification, shall
be a defense to the suit or create a presumption that the indemnitee is not
so entitled. It shall be a defense to a claim for an amount of
indemnification under this Article (other than a claim for advances of
expenses prior to final disposition of a proceeding where the required
undertaking and affirmation have been received by the corporation) that the
claimant has not met the standards of conduct applicable (if any) under the
Washington Business Corporation Act to entitle the claimant to the amount
claimed, but the corporation shall have the burden of proving such defense.
If requested by the indemnitee, determination of the right to indemnity
and amount of indemnity shall be made by final adjudication (as defined
above) and such final adjudication shall supersede any determination made
in accordance with RCW 23B.08.550.
Section 3. Non-Exclusivity of Rights. The rights to indemnification
(including, but not limited to, payment, reimbursement and advances of
expenses) granted in this Article shall not be exclusive of any other
powers or obligations of the corporation or of any other rights which any
person may have or hereafter acquire under any statute, the common law, the
corporation's Articles of Incorporation or Bylaws, agreement, vote of
shareholders or disinterested directors, or otherwise. Notwithstanding any
amendment to or repeal of this Article, any indemnitee shall be entitled to
indemnification in accordance with the provisions hereof with respect to
any acts or omissions of such indemnitee occurring prior to such amendment
or repeal.
Section 4. Insurance, Contracts and Funding. The corporation may
purchase and maintain insurance, at its expense, to protect itself and any
person (including a person's personal representative) who is or was a
director, officer, employee or agent of the corporation or who is or was a
director, officer, partner, trustee, employee, agent, or in any other
relationship or capacity whatsoever, of any other foreign or domestic
corporation, partnership, joint venture, employee benefit plan or trust or
other trust, enterprise or other private or governmental entity, agency,
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board, commission, body or other unit whatsoever, against any expense,
liability or loss, whether or not the power to indemnify such person
against such expense, liability or loss is now or hereafter granted to the
corporation under the Washington Business Corporation Act. The corporation
may enter into contracts granting indemnity, to any such person whether or
not in furtherance of the provisions of this Article and may create trust
funds, grant security interests and use other means (including, without
limitation, letters of credit) to secure and ensure the payment of
indemnification amounts.
Section 5. Indemnification of Employees and Agents. The corporation
may, by action of the Board of Directors, provide indemnification and pay
expenses in advance of the final disposition of a proceeding to employees
and agent of the corporation with the same scope and effect as the
provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the corporation or
pursuant to rights granted under, or provided by, the Washington Business
Corporation Act or otherwise.
Section 6. Separability of Provisions. If any provision or
provisions of this Article shall be held to be invalid, illegal or
unenforceable for any reason whatsoever (i) the validity, legality and
enforceability of the remaining provisions of this Article (including
without limitation, all portions of any sections of this Article containing
any such provision held to be invalid, illegal or unenforceable, that are
not themselves invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby, and (ii) to the fullest extent possible, the
provisions of this Article (including, without limitation, all portions of
any paragraph of this Article containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
Section 7. Partial Indemnification. If an indemnitee is entitled to
indemnification by the corporation for some or a portion of expenses,
liabilities or losses, but not for the total amount thereof, the
corporation shall nevertheless indemnify the indemnitee for the portion of
such expenses, liabilities and losses to which the indemnitee is entitled.
Section 8. Successors and Assigns. All obligations of the
corporation to indemnify any indemnitee: (i) shall be binding upon all
successors and assigns of the corporation (including any transferee of all
or substantially all of its assets and any successor by merger or otherwise
by operation of law), (ii) shall be binding on and inure to the benefit of
the spouse, heirs, personal representatives and estate of the indemnitee,
and (iii) shall continue as to any indemnitee who has ceased to be a
director, officer, partner, trustee, employee or agent (or other
relationship or capacity).
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ARTICLE XII
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 or 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 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 currently in effect; the Bylaws or
Restated Bylaws and all amendments currently in effect; the minutes of all
shareholders' meetings and records of all actions taken by shareholders
without a meeting, for the past three years; its financial statements for
the past three 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 prepared on the basis of generally accepted accounting
principles or, if not, prepared on a basis explained therein; all written
communications to shareholders generally within the past three 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 the State of Washington.
Section 2. 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 Chairman (or any Co-Chairman) of the Board of Directors,
President (or any Co-President) or Secretary.
ARTICLE XIII
Amendment of Bylaws
-------------------
These Bylaws may be amended, altered, or repealed by the affirmative
vote of a majority of the full Board of Directors at any regular or special
meeting of the Board of Directors.
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