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Exhibit 3.4
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BYLAWS
OF
PACIFIC AEROSPACE & ELECTRONICS, INC.
(As amended through October 10, 2000)
SECTION 1.
SHAREHOLDERS AND SHAREHOLDERS' MEETINGS
1.1 Annual Meeting. The annual meeting of the shareholders of this
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corporation (the "Corporation") for the election of directors and for the
transaction of such other business as may properly come before the meeting shall
be held each year at the principal office of the Corporation, or at some other
place either within or without the State of Washington as designated by the
Board of Directors, on the day and at the time specified in Exhibit A, which is
attached hereto and incorporated herein by this reference, or on such other day
and time as may be set by the Board of Directors. If the specified day is a
Sunday or a legal holiday, then the meeting will take place on the next business
day at the same time or on such other day and time as may be set by the Board of
Directors.
1.2 Special Meetings. Special meetings of the shareholders for any purpose
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or purposes may be called at any time by the Board of Directors, the Chairman of
the Board, the President, a majority of the Board of Directors, or any
shareholder or shareholders holding in the aggregate one-tenth of the voting
power of all votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting. The meetings shall be held at such time and place
as the Board of Directors may prescribe, or, if not held upon the request of the
Board of Directors, at such time and place as may be established by the
President or by the Secretary in the President's absence. Only business within
the purpose or purposes described in the meeting notice may be conducted.
1.3 Notice of Meetings. Written notice of the place, date and time of the
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annual shareholders' meeting and written notice of the place, date, time and
purpose or purposes of special shareholders' meetings shall be delivered not
less than 10 (or, if required by Washington law, 20) or more than 60 days before
the date of the meeting, either personally, by facsimile, or by mail, or in any
other manner approved by law, by or at the direction of the President or the
Secretary, to each shareholder of record entitled to notice of such meeting.
Mailed notices shall be deemed to be delivered when deposited in the mail,
first-class postage prepaid, correctly addressed to the shareholder's address
shown in the Corporation's current record of shareholders.
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1.4 Waiver of Notice. Except where expressly prohibited by law or the
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Articles of Incorporation, notice of the place, date, time and purpose or
purposes of any shareholders' meeting may be waived in a signed writing
delivered to the Corporation by any shareholder at any time, either before or
after the meeting. Attendance at the meeting in person or by proxy waives
objection to lack of notice or defective notice of the meeting unless the
shareholder at the beginning of the meeting objects 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.
1.5 Shareholders' Action Without a Meeting. The shareholders may take any
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action without a meeting that they could properly take at a meeting, if one or
more written consents setting forth the action so taken are signed by all of the
shareholders entitled to vote with respect to the subject matter and are
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. If required by Washington law, all nonvoting shareholders
must be given written notice of the proposed action at least ten days before the
action is taken, unless such notice is waived in a manner consistent with these
Bylaws. Actions taken under this section are effective when all consents are in
the possession of the Corporation, unless otherwise specified in the consent. A
shareholder may withdraw consent only by delivering a written notice of
withdrawal to the Corporation prior to the time that all consents are in the
possession of the Corporation.
1.6 Telephone Meetings. Shareholders may participate in a meeting of
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shareholders by means of a conference telephone or any similar communications
equipment that enables all persons participating in the meeting to hear each
other during the meeting. Participation by such means shall constitute presence
in person at a meeting.
1.7 List of Shareholders. At least ten days before any shareholders'
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meeting, the Secretary of the Corporation or the agent having charge of the
stock transfer books of the Corporation shall have compiled a complete list of
the shareholders entitled to notice of a shareholders' meeting, arranged in
alphabetical order and by voting group, with the address of each shareholder and
the number, class, and series, if any, of shares owned by each.
1.8 Quorum and Voting. The presence in person or by proxy of the holders
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of a majority of the votes entitled to be cast on a matter at a meeting shall
constitute a quorum of shareholders for that matter. If a quorum exists, action
on a matter shall be approved by a voting group if the votes cast within a
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 Articles of Incorporation or by law. If the Articles of Incorporation or
Washington law provide for voting by two or more voting groups on a matter,
action on a matter is taken only when voted upon by each of those voting groups
counted separately. Action may be taken by one voting group on a matter even
though no action is taken by another voting group.
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1.9 Adjourned Meetings. If a shareholders' meeting is adjourned to a
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different place, date or time, whether for failure to achieve a quorum or
otherwise, notice need not be given of the new place, date or time if the new
place, date or time is announced at the meeting before adjournment. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in these Bylaws, that determination shall apply to any
adjournment thereof, unless Washington law requires fixing a new record date. If
Washington law requires that a new record date be set for the adjourned meeting,
notice of the adjourned meeting must be given to shareholders as of the new
record date. Any business may be transacted at an adjourned meeting that could
have been transacted at the meeting as originally called.
1.10 Proxies. A shareholder may appoint a proxy to vote or otherwise act
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for the shareholder by signing an appointment form, either personally or by an
agent. No appointment shall be valid after 11 months from the date of its
execution unless the appointment form expressly so provides. An appointment of a
proxy is revocable unless the appointment is coupled with an interest. No
revocation shall be effective until written notice thereof has actually been
received by the Secretary of the Corporation or any other person authorized to
tabulate votes.
1.11 Business for Shareholder Meetings.
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1.11.1 Business at Annual Meetings. To be properly brought before an
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annual meeting of shareholders, business must be either: (a) specified in the
notice of meeting (or any supplement) given by or at the direction of the Board
of Directors; (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors; or (c) properly brought before the meeting
by a shareholder. For business to be properly brought before the meeting by a
shareholder, the shareholder must have given timely notice thereof to the
Secretary of the Corporation in accordance with Section 1.11.4 of these Bylaws.
Any such notice must set forth: (i) the name and address of the shareholder
proposing the business; (ii) a representation that the shareholder is entitled
to vote at the meeting and a statement of the number and class of voting shares
of the Corporation that are beneficially owned by the shareholder; (iii) a
representation that the shareholder intends to appear in person or by proxy at
the meeting to propose the business; and (iv) as to each matter that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
the business at the meeting, the language of the proposal, and any material
interest of the shareholder in the proposed business. In addition, the notice
must comply with the requirements set forth in Rule 14a-8 under Section 14 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor provision.
1.11.2 Shareholder Nominations of Directors. Any shareholder who
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intends to make a nomination at an annual meeting must deliver a notice to the
Secretary of the Corporation in a timely manner, as set forth in Section 1.11.4
of these Bylaws. Any such notice must set forth, as to each nominee that the
shareholder proposes to nominate for election as a director: (i) the name, age,
business address and residence address of the nominee; (ii) the
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principal occupation or employment of the nominee; (iii) number of shares of the
Corporation's capital stock that are beneficially owned by the nominee; and (iv)
any other information concerning the nominee that would be required under the
rules of the Securities and Exchange Commission in a proxy statement soliciting
proxies for the election of the nominee. Any such notice must also set forth:
(i) the name and address of the shareholder making the nomination; (ii) a
representation that the shareholder is entitled to vote at the meeting; and
(iii) a statement of the number and class of voting shares of the Corporation
that are beneficially owned by the shareholder. The notice must also include a
signed consent of the nominee to serve as a director of the Corporation, if
elected. The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required to determine the eligibility of the
proposed nominee to serve as a director of the Corporation.
1.11.3 Business at Special Meetings. At any special meeting of
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shareholders, only such business as is specified in the notice of the special
meeting given by or at the direction of the person or persons calling the
meeting in accordance with these Bylaws may properly come before the meeting. If
directors are to be elected at a special meeting, nominations may be made at the
special meeting only: (a) by or at the direction of the Board of Directors; or
(b) by a shareholder of the Corporation who complies with the notice
requirements set forth in Section 1.11.2 in a timely manner as set forth in
Section 1.11.4.
1.11.4 Timely Notice. To be timely, a shareholder's notice given for
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the purposes of this Section 1.11 related to an annual meeting must be received
at the principal executive offices of the Corporation at least 120 calendar days
before the first anniversary of the date on which the Corporation first mailed
its proxy materials to shareholders for the previous year's annual meeting.
However, if the date of the annual meeting is advanced by more than 30 days or
delayed by more than 30 days (for a reason other than an adjournment) from the
anniversary of the previous year's annual meeting, in order to be timely, a
shareholder's notice must be received by the Corporation at least 120 days prior
to the annual meeting. To be timely, a shareholders' notice with respect to a
nomination of persons for election to the Board of Directors at a special
meeting of shareholders must be received at the principal executive offices of
the Corporation no earlier than 90 days before the special meeting and no later
than either 70 days before the special meeting or 10 days after the day on which
a public announcement is first made of the date of the special meeting and of
the nominees proposed by the Board of Directors to be elected at the special
meeting. For these purposes, "public announcement" means disclosure in a press
release made on a national news or business news service or disclosure in a
document publicly filed with the Securities and Exchange Commission pursuant to
the Exchange Act.
1.11.5 Business Not Properly Brought. If the facts warrant, the
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Chairman of the Board may determine and declare at a meeting that: (a) a
proposal does not constitute proper business to be transacted at the meeting; or
(b) the business was not properly brought before the meeting in accordance with
the provisions of this Section 1.11. If so determined, any such business shall
not be transacted at the meeting.
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1.12 Conduct of Shareholder Meetings.
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1.12.1 Chairman of the Meeting. Meetings of shareholders shall be
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presided over by the Chief Executive Officer, if that position is filled, or, if
there is no Chief Executive Officer, the President or, in any event, by another
chairman designated by the Board of Directors. The date and time of the opening
and the closing of the polls for each matter upon which the shareholders will
vote at a meeting shall be determined by the chairman of the meeting.
1.12.2 Rules and Regulations. The Board of Directors may adopt by
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resolution any rules and regulations it deems appropriate for the conduct of any
meeting of shareholders. Except to the extent inconsistent with rules and
regulations adopted by the Board of Directors, the chairman of any meeting of
shareholders shall have the exclusive right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment of
the chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to shareholders of record of the Corporation, their duly authorized
and constituted proxies, or such other persons as the chairman of the meeting
determines; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to questions
or comments by participants. Unless and to the extent otherwise determined by
the Board of Directors or the chairman of the meeting, meetings of shareholders
are not required to be held in accordance with the rules of parliamentary
procedure.
1.12.3 Adjournment. Any annual or special meeting of shareholders may
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be adjourned only by the chairman of the meeting from time to time to reconvene
at the same or some other time, date and place, and notice need not be given of
any such adjourned meeting if the time, date and place are announced at the
meeting at which the adjournment occurs. The shareholders present at a meeting
shall not have authority to adjourn the meeting. At the adjourned meeting at
which a quorum is present in person or by proxy, the shareholders may transact
any business which might have been transacted at the original meeting. If after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote at the meeting.
SECTION 2.
BOARD OF DIRECTORS
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2.1 Number and Qualification. The business affairs and property of the
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Corporation shall be managed under the direction of a Board of Directors, the
number of members of which is set forth in Exhibit A. The Board of Directors may
increase or decrease this number by resolution. A decrease in the number of
directors shall not shorten the term of an incumbent director.
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2.2 Election - Term of Office. The directors shall be elected by the
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shareholders at each annual shareholders' meeting or at a special shareholders'
meeting called for such purpose. Despite the expiration of a director's term,
the director continues to serve until his or her successor is elected and
qualified or until there is a decrease in the authorized number of directors.
2.3 Vacancies. Except as otherwise provided by law, vacancies in the Board
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of Directors, whether caused by resignation, death, retirement,
disqualification, removal, increase in the number of directors, or otherwise,
may be filled for the remainder of the term by the Board of Directors, by the
shareholders, or, if the directors in office constitute less than a quorum of
the Board of Directors, by an affirmative vote of a majority of the remaining
directors. The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. A vacancy that will occur
at a specific later date may be filled before the vacancy occurs, but the new
director may not take office until the vacancy occurs.
2.4 Quorum and Voting. At any meeting of the Board of Directors, the
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presence in person (including presence by electronic means such as a telephone
conference call) of a majority of the number of directors presently in office
shall constitute a quorum for the transaction of business. Notwithstanding the
foregoing, in no case shall a quorum be less than one-third of the authorized
number of directors. If a quorum is present at the time of a vote, the
affirmative vote of a majority of the directors present at the time of the vote
shall be the act of the Board of Directors and of the Corporation except as may
be otherwise specifically provided by the Articles of Incorporation, by these
Bylaws, or by law. A director who is present at a meeting of the Board of
Directors when action is taken is deemed to have assented to the action taken
unless: (a) the director objects at the beginning of the meeting, or promptly
upon his or her arrival, to holding it or to 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 of the meeting. The right of dissent or abstention is not
available to a director who votes in favor of the action taken.
2.5 Regular Meetings. Regular meetings of the Board of Directors shall be
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held at such place, date and time as shall from time to time be fixed by
resolution of the Board.
2.6 Special Meetings. Special meetings of the Board of Directors may be
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held at any place and at any time and may be called by the Chairman of the
Board, the President, Vice President, Secretary or Treasurer, or any two or more
directors.
2.7 Notice of Meetings. Unless the Articles of Incorporation provide
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otherwise, any regular meeting of the Board of Directors may be held without
notice of the date, time, place, or purpose of the meeting. Any special meeting
of the Board of Directors must be
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preceded by at least two days' notice of the date, time, and place of the
meeting, but not of its purpose, unless the Articles of Incorporation or these
Bylaws require otherwise. Notice may be given personally, by facsimile, by mail,
or in any other manner allowed by law. Oral notice shall be sufficient only if a
written record of such notice is included in the Corporation's minute book.
Notice shall be deemed effective at the earliest of: (a) receipt; (b) delivery
to the proper address or telephone number of the director as shown in the
Corporation's records; or (c) five days after its deposit in the United States
mail, as evidenced by the postmark, if correctly addressed and mailed with
first-class postage prepaid. Notice of any meeting of the Board of Directors may
be waived by any director at any time, by a signed writing, delivered to the
Corporation for inclusion in the minutes, either before or after the meeting.
Attendance or participation by a director at a meeting shall constitute a waiver
of any required notice of the meeting unless the director promptly objects to
holding the meeting or to the transaction of any business on the grounds that
the meeting was not lawfully convened and the director does not thereafter vote
for or assent to action taken at the meeting.
2.8 Directors' Action Without A Meeting. The Board of Directors or a
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committee thereof may take any action without a meeting that it could properly
take at a meeting if one or more written consents setting forth the action are
signed by all of the directors, or all of the members of the committee, as the
case may be, either before or after the action is taken, and if the consents are
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. Such action shall be effective upon the signing of a consent
by the last director to sign, unless the consent specifies a later effective
date.
2.9 Committees of the Board of Directors. The Board of Directors, by
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resolutions adopted by a majority of the members of the Board of Directors in
office, may create from among its members one or more committees and shall
appoint the members thereof. Each such committee must have two or more members,
who shall be directors and who shall serve at the pleasure of the Board of
Directors. Each committee of the Board of Directors may exercise the authority
of the Board of Directors to the extent provided in its enabling resolution and
any pertinent subsequent resolutions adopted in like manner, provided that the
authority of each such committee shall be subject to applicable law. Each
committee of the Board of Directors shall keep regular minutes of its
proceedings and shall report to the Board of Directors when requested to do so.
2.10 Telephone Meetings. Members of the Board of Directors or of any
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committee appointed by the Board of Directors may participate in a meeting of
the Board of Directors or committee by means of a conference telephone or
similar communications equipment that enables all persons participating in the
meeting to hear each other during the meeting. Participation by such means shall
constitute presence in person at a meeting.
2.11 Compensation of Directors. The Board of Directors may fix the
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compensation of directors as such and may authorize the reimbursement of their
expenses.
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SECTION 3.
OFFICERS
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3.1 Officers Enumerated - Election. The officers of the Corporation shall
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consist of such officers and assistant officers as may be designated by
resolution of the Board of Directors. The officers may include a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, and
any assistant officers. The officers shall hold office at the pleasure of the
Board of Directors. Unless otherwise restricted by the Board of Directors, the
President may appoint any assistant officer, the Secretary may appoint one or
more Assistant Secretaries, and the Treasurer may appoint one or more Assistant
Treasurers; provided that any such appointments shall be recorded in writing in
the corporate records.
3.2 Qualifications. None of the officers of the Corporation need be a
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director. Any two or more corporate offices may be held by the same person.
3.3 Duties of the Officers. Unless otherwise prescribed by the Board of
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Directors, the duties of the officers shall be as follows:
Chairman of the Board. The Chairman of the Board, if one is
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elected, shall preside at meetings of the Board of Directors and of the
shareholders, shall be responsible for carrying out the plans and directives of
the Board of Directors, and shall report to and consult with the Board of
Directors. The Chairman of the Board shall have such other powers and duties as
the Board of Directors may from time to time prescribe.
Chief Executive Officer. The Chief Executive Officer shall be the
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chief executive officer of the Corporation and shall exercise the usual powers
pertaining to such office. The Chief Executive Officer shall be in general
charge of the business and affairs of the Corporation, subject to control by the
Board of Directors. The Chief Executive Officer shall report to and consult with
the Board of Directors and shall have such other powers and duties as the Board
of Directors may from time to time prescribe.
President. The President shall exercise the usual executive
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powers pertaining to the office of President. In the absence of a Chairman of
the Board, the President shall preside at meetings of the Board of Directors and
of the shareholders, perform the other duties of the Chairman of the Board
prescribed in this section, and shall have such other powers and duties as the
Board of Directors may from time to time designate. In addition, if there is no
Secretary in office, the President shall perform the duties of the Secretary.
Vice President. Each Vice President shall perform such duties as
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the Board of Directors may from time to time designate. In addition, the Vice
President, or if there is more than one, the most senior Vice President
available, shall act as President in the absence or disability of the President.
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Secretary. The Secretary shall be responsible for and shall keep,
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personally or with the assistance of others, records of the proceedings of the
directors and shareholders; authenticate records of the Corporation; attest all
certificates of stock in the name of the Corporation; keep the corporate seal,
if any, and affix the same to, or cause a facsimile thereof to be printed on,
certificates of stock and other proper documents; keep a record of the issuance
of certificates of stock and the transfers of the same, or cause such a record
to be kept; and perform such other duties as the Board of Directors may from
time to time designate.
Treasurer. The Treasurer shall have the care and custody of, and be
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responsible for, all funds and securities of the Corporation and shall cause to
be kept regular books of account. The Treasurer shall cause to be deposited all
funds and other valuable effects in the name of the Corporation in such
depositories as may be designated by the Board of Directors. In general, the
Treasurer shall perform all of the duties incident to the office of Treasurer,
and such other duties as from time to time may be assigned by the Board of
Directors.
Assistant Officers. Assistant officers may consist of one or more
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Assistant Vice Presidents, one or more Assistant Secretaries, and one or more
Assistant Treasurers. Each assistant officer shall perform those duties assigned
to him or her from time to time by the Board of Directors, the President, or the
officer who appointed him or her.
3.4 Vacancies. Vacancies in any office arising from any cause may be
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filled by the Board of Directors at any regular or special meeting.
3.5 Removal. Any officer or agent may be removed by action of the Board
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of Directors with or without cause, but any removal shall be without prejudice
to the contract rights, if any, of the person removed. Election or appointment
of an officer or agent shall not of itself create any contract rights.
SECTION 4.
SHARES AND CERTIFICATES OF SHARES
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4.1 Share Certificates. Share certificates shall be issued in numerical
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order, and each shareholder shall be entitled to a certificate signed by the
President or a Vice President, and attested by the Secretary or an Assistant
Secretary. Share certificates may be sealed with the corporate seal, if any.
Facsimiles of the signatures and seal may be used as permitted by law. Every
share certificate shall state:
(a) the name of the Corporation;
(b) that the Corporation is organized under the laws of the State of
Washington;
(c) the name of the person to whom the share certificate is issued;
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(d) the number, class and series (if any) of shares that the
certificate represents; and
(e) if the Corporation is authorized to issue shares of more than one
class or series, that upon written request and without charge,
the Corporation will furnish any shareholder with a full
statement of the designations, preferences, limitations and
relative rights of the shares of each class or series, and the
authority of the Board of Directors to determine variations for
future series.
4.2 Consideration for Shares. Shares of the Corporation may be issued for
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such consideration as shall be determined by the Board of Directors to be
adequate. The consideration for the issuance of shares may be paid in whole or
in part in cash, or in any tangible or intangible property or benefit to the
Corporation, including but not limited to promissory notes, services performed,
contracts for services to be performed, or other securities of the Corporation.
Establishment by the Board of Directors of the amount of consideration received
or to be received for shares of the Corporation shall be deemed to be a
determination that the consideration so established is adequate.
4.3 Transfers. Shares may be transferred by delivery of the certificate,
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accompanied either by an assignment in writing on the back of the certificate,
or by a written power of attorney to sell, assign and transfer the same, signed
by the record holder of the certificate. Except as otherwise specifically
provided in these Bylaws, no shares of stock shall be transferred on the books
of the Corporation until the outstanding certificate therefor has been
surrendered to the Corporation.
4.4 Loss or Destruction of Certificates. In the event of the loss or
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destruction of any certificate, a new certificate may be issued in lieu thereof
upon satisfactory proof of such loss or destruction, and upon the giving of
security against loss to the Corporation by bond, indemnity or otherwise, to the
extent deemed necessary by the Board of Directors, the Secretary, or the
Treasurer.
4.5 Fixing Record Date. The Board of Directors may fix in advance a date
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as the record date for determining shareholders entitled: (i) to notice of or to
vote at any shareholders' meeting or any adjournment thereof; (ii) to receive
payment of any share dividend; or (iii) to receive payment of any distribution.
The Board of Directors may in addition fix record dates with respect to any
allotment of rights or conversion or exchange of any securities by their terms,
or for any other proper purpose, as determined by the Board of Directors and by
law. The record date shall be not more than 70 days and, in case of a meeting of
shareholders, not less than 10 days (or such longer period as may be required by
Washington law or applicable federal securities law or the rules of any exchange
or automated quotation system on which shares of the Corporation are listed or
quoted) prior to the date on which the particular action requiring determination
of shareholders is to be taken. If no record
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date is fixed for determining the shareholders entitled to notice of or to vote
at a meeting of shareholders, the record date shall be the date before the day
on which notice of the meeting is mailed. If no record date is fixed for the
determination of shareholders entitled to a distribution (other than one
involving a purchase, redemption, or other acquisition of the Corporation's own
shares), the record date shall be the date on which the Board adopted the
resolution declaring the distribution. If no record date is fixed for
determining shareholders entitled to a share dividend, the record date shall be
the date on which the Board of Directors authorized the dividend.
SECTION 5.
BOOKS, RECORDS AND REPORTS
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5.1 Records of Corporate Meetings, Accounting Records and Share Registers.
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The Corporation shall keep, as permanent records, minutes of all meetings of the
Board of Directors and shareholders, and all actions taken without a meeting,
and all actions taken by a committee exercising the authority of the Board of
Directors. The Corporation or its agent shall maintain, in a form that permits
preparation of a list, a list of the names and addresses of its shareholders, in
alphabetical order by class of shares, and the number, class, and series, if
any, of shares held by each. The Corporation shall also maintain appropriate
accounting records, and at its principal place of business shall keep copies of:
(a) its Articles of Incorporation or restated Articles of Incorporation and all
amendments in effect; (b) its Bylaws or restated Bylaws and all amendments in
effect; (c) minutes of all shareholders' meetings and records of all actions
taken without meetings for the past three years; (d) the year-end balance sheets
and income statements for the past three fiscal years, prepared as required by
Washington law; (e) all written communications to shareholders generally in the
past three years; (f) a list of the names and business addresses of its current
officers and directors; and (g) its most recent annual report to the Secretary
of State.
5.2 Copies of Corporate Records. Any person dealing with the Corporation
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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
of the Board, President, Vice President, Secretary or Assistant Secretary.
5.3 Examination of Records. A shareholder shall have the right to inspect
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and copy, during regular business hours at the principal office of the
Corporation, in person or by his or her attorney or agent, the corporate records
referred to in the last sentence of Section 5.1 of these Bylaws if the
shareholder gives the Corporation written notice of the demand at least five
business days before the date on which the shareholder wishes to make such
inspection. In addition, if a shareholder's demand is made in good faith and for
a proper purpose, a shareholder may inspect and copy, during regular business
hours at a reasonable location specified by the Corporation, excerpts from
minutes of any meeting of the Board of Directors, records of any action of a
committee of the Board of Directors, records of actions taken by the Board of
Directors without a meeting, minutes of shareholders' meetings held or records
of action taken by shareholders without a meeting not within the past three
years,
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accounting records of the Corporation, or the record of shareholders; provided
that the shareholder shall have made a demand describing with reasonable
particularity the shareholder's purpose and the records the shareholder desires
to inspect, and provided further that the records are directly connected to the
shareholder's purpose. This section shall not affect any right of shareholders
to inspect records of the Corporation that may be otherwise granted to the
shareholders by law.
5.4 Financial Statements. Not later than four months after the end of
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each fiscal year, or in any event prior to its annual meeting of shareholders,
the Corporation shall prepare a balance sheet and income statement in accordance
with Washington law. The Corporation shall furnish a copy of each to any
shareholder upon written request.
SECTION 6.
FISCAL YEAR
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The fiscal year of the Corporation shall be as set forth in Exhibit A.
SECTION 7.
CORPORATE SEAL
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The corporate seal of the Corporation, if any, shall be in the form shown
on Exhibit A.
SECTION 8.
MISCELLANEOUS PROCEDURAL PROVISIONS
-----------------------------------
The Board of Directors may adopt rules of procedure to govern any meetings
of shareholders or directors to the extent not inconsistent with law, the
Corporation's Articles of Incorporation, or these Bylaws, as they are in effect
from time to time. In the absence of any rules of procedure adopted by the Board
of Directors, the chairman of the meeting shall make all decisions regarding the
procedures for any meeting.
SECTION 9.
AMENDMENT OF BYLAWS
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The Board of Directors is expressly authorized to make, alter and repeal
the Bylaws of the Corporation, subject to the power of the shareholders of the
Corporation to change or repeal the Bylaws.
SECTION 10.
INDEMNIFICATION OF DIRECTORS AND OTHERS
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10.1 Grant of Indemnification. Subject to Section 10.2, each person who
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was or is made a party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any threatened, pending, or
completed action, suit or proceeding,
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whether formal or informal, civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation or who, while a director or officer of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, employee or agent of this or another corporation or of a
partnership, joint venture, trust, other enterprise, or employee benefit plan,
whether the basis of such proceeding is alleged action in an official capacity
as a director or officer or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by applicable law, as then in
effect, against all expense, liability and loss (including attorneys? fees,
costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of his or her heirs,
executors and administrators.
10.2 Limitations on Indemnification. Notwithstanding Section 10.1, no
------------------------------
indemnification shall be provided hereunder to any such person to the extent
that such indemnification would be prohibited by the Washington Business
Corporation Act or other applicable law as then in effect, nor, except as
provided in Section 10.4 with respect to proceedings seeking to enforce rights
to indemnification, shall the Corporation indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person except where such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.
10.3 Advancement of Expenses. The right to indemnification conferred in
-----------------------
this section shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition,
except where the Board of Directors shall have adopted a resolution expressly
disapproving such advancement of expenses. Such an advancement of expenses shall
be made upon delivery to the Corporation of an undertaking, by or on behalf of
the claimant, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such claimant is not entitled to be indemnified for such expenses
under this Section 10.3.
10.4 Right to Enforce Indemnification. If a claim under Section 10.1 is
--------------------------------
not paid in full by the Corporation within 60 days after a written claim has
been received by the Corporation, or if a claim for expenses incurred in
defending a proceeding in advance of its final disposition authorized under
Section 10.3 is not paid within 20 days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, to the extent
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. The claimant shall be presumed to be
entitled to indemnification hereunder upon submission of a written claim (and,
in an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition, where the required undertaking
has been tendered to the Corporation), and thereafter the Corporation shall have
the burden of proof to overcome the presumption that the claimant is so
entitled. It shall be a
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defense to any such action (other than an action with respect to expenses
authorized under Section 10.3) that the claimant has not met the standards of
conduct which make it permissible hereunder or under the Washington Business
Corporation Act for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth herein or in the Washington Business Corporation Act nor (except as
provided in Section 10.3) an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses shall be a defense to the action or create a presumption
that the claimant is not so entitled.
10.5 Nonexclusivity. The right to indemnification and the payment of
--------------
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this section shall be valid to the extent consistent with
Washington law.
10.6 Indemnification of Employees and Agents. The Corporation may, by
---------------------------------------
action of its Board of Directors from time to time, provide indemnification and
pay expenses in advance of the final disposition of a proceeding to employees
and agents of the Corporation on the same terms and with the same scope and
effect as the provisions of this section with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation or pursuant
to rights granted pursuant to, or provided by, the Washington Business
Corporation Act or on such other terms as the Board may deem proper.
10.7 Insurance and Other Security. The Corporation may maintain insurance,
----------------------------
at its expense, to protect itself and any individual who is or was a director,
officer, employee or agent of the Corporation or another Corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against or incurred by the individual in that capacity or arising from
his or her status as an officer, director, agent, or employee, whether or not
the Corporation would have the power to indemnify such person against the same
liability under the Washington Business Corporation Act. The Corporation may
enter into contracts with any director or officer of the Corporation in
furtherance of the provisions of this section and may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this section.
10.8 Amendment or Modification. This section may be altered or amended at
-------------------------
any time as provided in these Bylaws, but no such amendment shall have the
effect of diminishing the rights of any person who is or was an officer or
director as to any acts or omissions taken or omitted to be taken prior to the
effective date of such amendment.
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10.9 Effect of Section. The rights conferred by this section shall be
-----------------
deemed to be contract rights between the Corporation and each person who is or
was a director or officer. The Corporation expressly intends each such person to
rely on the rights conferred hereby in performing his or her respective duties
on behalf of the Corporation.
SECTION 11.
REPRESENTATION OF SHARES OF OTHER CORPORATIONS
----------------------------------------------
Unless otherwise restricted by the Board of Directors, the Chairman,
President, and any Vice President of the Corporation are each authorized to
vote, represent and exercise on behalf of the Corporation all rights incident to
any and all shares of other corporations standing in the name of the
Corporation. This authority may be exercised by such officers either in person
or by a duly executed proxy or power of attorney.
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EXHIBIT A
Section 1.1. Date and time of annual shareholders' meeting: First Tuesday in
November at 10:00 a.m.
Section 2.1. Number of members of Board of Directors, unless and until changed
by resolution of the Board of Directors: Seven
Section 6. Fiscal year: June 1 through May 31
Section 7. Corporate Seal: As imprinted on this page.
