POTLATCH CORPORATION
BY-LAWS
AS AMENDED THROUGH MAY 18, 2000
Exhibit (3)(c)
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TABLE OF CONTENTS
ARTICLE I. Offices . . . . . . . . . . . . . . . 1
Section 1 . . . . . . . . . . . . . . . . . . . 1
Section 2 . . . . . . . . . . . . . . . . . . . 1
ARTICLE II. Corporate Seal . . . . . . . . . . . 1
ARTICLE III. Meetings of Stockholders . . . . . . 1
Section 1 . . . . . . . . . . . . . . . . . . . 1
Section 2 . . . . . . . . . . . . . . . . . . . 2
Section 3 . . . . . . . . . . . . . . . . . . . 2
Section 4 . . . . . . . . . . . . . . . . . . . 2
Section 5 . . . . . . . . . . . . . . . . . . . 3
Section 6 . . . . . . . . . . . . . . . . . . . 3
Section 7 . . . . . . . . . . . . . . . . . . . 4
Section 8 . . . . . . . . . . . . . . . . . . . 5
ARTICLE IV. Directors . . . . . . . . . . . . . . 5
Section 1 . . . . . . . . . . . . . . . . . . . 5
Section 2 . . . . . . . . . . . . . . . . . . . 5
Section 3 . . . . . . . . . . . . . . . . . . . 5
Section 4 . . . . . . . . . . . . . . . . . . . 6
Section 5 . . . . . . . . . . . . . . . . . . . 6
Section 6 . . . . . . . . . . . . . . . . . . . 6
Section 7 . . . . . . . . . . . . . . . . . . . 7
Section 8 . . . . . . . . . . . . . . . . . . . 8
Section 9 . . . . . . . . . . . . . . . . . . . 8
Section 10. . . . . . . . . . . . . . . . . . . 8
Section 11. . . . . . . . . . . . . . . . . . . 8
ARTICLE V. Committees . . . . . . . . . . . . . 9
ARTICLE VI. Officers . . . . . . . . . . . . . . 10
Section 1 . . . . . . . . . . . . . . . . . . . 10
Section 2 . . . . . . . . . . . . . . . . . . . 10
Section 3 . . . . . . . . . . . . . . . . . . . 10
Section 4 . . . . . . . . . . . . . . . . . . . 11
Section 5 . . . . . . . . . . . . . . . . . . . 11
Section 6 . . . . . . . . . . . . . . . . . . . 11
Section 7 . . . . . . . . . . . . . . . . . . . 12
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ARTICLE VII. Certificates of Stock . . . . . . . . 12
Section 1 . . . . . . . . . . . . . . . . . . . 12
Section 2 . . . . . . . . . . . . . . . . . . . 13
Section 3 . . . . . . . . . . . . . . . . . . . 13
Section 4 . . . . . . . . . . . . . . . . . . . 14
Section 5 . . . . . . . . . . . . . . . . . . . 14
Section 6 . . . . . . . . . . . . . . . . . . . 14
ARTICLE VIII. Dividends . . . . . . . . . . . . . . 15
ARTICLE IX. General Provisions . . . . . . . . . 15
Section 1 . . . . . . . . . . . . . . . . . . . 15
Section 2 . . . . . . . . . . . . . . . . . . . 15
ARTICLE X. Amendments . . . . . . . . . . . . . 16
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B Y - L A W S
of
POTLATCH CORPORATION
ARTICLE I
Offices
Section 1. The registered office of the
corporation shall be in the City of Wilmington, County of
New Castle, State of Delaware.
Section 2. The corporation shall have an office
in the City and County of Spokane, State of Washington, and
may also have offices at such other places as the chairman
of the board or the board of directors may from time to
time determine, or as the business of the corporation may
require.
ARTICLE II
Corporate Seal
The corporate seal of the corporation shall contain
thereon the name of the corporation, the year of its
organization and the words "Corporate Seal" and "Delaware."
ARTICLE III
Meetings of Stockholders
Section 1. All meetings of the stockholders shall
be held in the City and County of San Francisco, State of
California, at such place as may be designated from time to
time by the board of directors, or at such other place
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either within or without the State of Delaware as shall be
designated from time to time by the board of directors and
stated in the notice of the meeting.
Section 2. Annual meetings of stockholders shall
be held on the third Thursday of May each year at 11:00
A.M., if not a legal holiday, or at such other date and time
as shall be designated from time to time by the board of
directors and stated in the notice of the meeting. At such
annual meeting, the stockholders of the corporation shall
elect by majority vote a board of directors or, if the board
of directors shall then be divided into classes, the members
of that class of directors whose term of office expires at
such meeting and transact such other business as may
properly be brought before the meeting.
Section 3. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be
called by the chairman of the board and shall be called by
the chairman of the board or secretary at the request in
writing of a majority of the board of directors, or at the
request in writing of stockholders owning shares which have
a majority of the voting power of the capital stock issued
and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 4. At an annual meeting of the
stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be
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(a) specified in the notice of meeting (or any supplement
thereto) 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) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an
annual meeting by a stockholder, the secretary must have
received written notice from the stockholder no later than
February 22, 1999 for the 1999 annual meeting and no later
than February 1 for each subsequent annual meeting. Such
written notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual
annual meeting (a) a brief description of the
business desired to be brought before the annual meeting,
(b) the name and address, as they appear on the
corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the
corporation which are beneficially owned by the stockholder
and (d) any material interest of the stockholder in such
business. Notwithstanding any other provision in the
by-laws to the contrary, no business shall be conducted at
an annual meeting except in accordance with the procedures
set forth in this Section 4.
Section 5. Written notice stating the place, date
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 to each stockholder entitled to vote
at such meeting not less than ten (10) nor more than sixty
(60) days before the date of the meeting.
Section 6. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least
ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder
who is present.
Section 7. The holders of shares which constitute
a majority of the voting power of the capital stock issued
and outstanding and entitled to vote, present in person or
represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of
business, provided, that one-third of the total number of
shares of capital stock entitled to vote at such meeting are
present or represented. If, however, such quorum shall not
be present or represented at any meeting of the
stockholders, the stockholders entitled to vote at the
meeting, present or represented, shall have power to adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be
transacted which might have been transacted at the meeting
as originally noticed.
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Section 8. When a quorum is present at any
meeting, the vote of the holders who control a majority of
the voting power of the capital stock issued and outstanding
and entitled to vote, present in person or represented by
proxy, shall decide any question brought before such
meeting, unless the question is one upon which by express
provision of statute or of the certificate of incorporation
a different vote is required, in which case such express
provision shall govern the decision of such questions.
ARTICLE IV
Directors
Section 1. The business of the corporation shall
be managed by its board of directors which may exercise all
such powers of the corporation and do all such lawful acts
and things as are not by statute, by the certificate of
incorporation, or by these by-laws directed or required to
be exercised or done by the stockholders.
Section 2. Each director elected pursuant to the
applicable provisions of the certificate of incorporation
shall hold office until the director's successor is elected
and has qualified or until the director's earlier
resignation or removal. Directors need not be stockholders.
No person shall continue to serve as a director after the
expiration of the calendar year in which the age of 72 is
attained.
Section 3. The board of directors of the
corporation may hold meetings, both regular and special,
either within or without the State of Delaware.
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Section 4. The annual meeting of the board of
directors shall be held immediately following each annual
meeting of the stockholders of the corporation at the place
where such meeting of stockholders is held or at such other
date, time and place as shall be designated from time to
time by the board of directors and stated in the notice of
the meeting.
Section 5. The directors at each annual meeting
shall elect a chairman of the board and chief executive
officer to hold such office until a successor is elected and
qualified or until his or her earlier resignation or
removal. In the absence or disability of the chairman of
the board, a director designated by the board of
directors shall perform the duties and exercise the powers
of the chairman of the board.
Section 6. Special meetings of the board of
directors may be called by the chairman of the board or by
any officer who is a
director. Each director shall be given not less than five
days' notice of such special meetings of the board, and such
notice shall be deemed given once it has been conveyed to a
director in person or by telephone or has been sent by mail
or telegram to a director's last known address as shown in
the secretary's records; provided, however, that if a
special meeting is called by the chairman of the board
or by any officer who is a
director because an attempt to acquire the corporation or
more than five percent of its shares has been threatened, or
because in the best judgment of the person calling the
meeting some other emergency exists, then each director
shall be given not less than three hours' notice of any such
meeting to be held in person or by means of conference
telephone as provided in Section 9 of this Article, and such
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notice shall be deemed given once it has been conveyed to a
director in person or by telephone or an attempt has been
made to give such notice by telephoning a director at the
director's home telephone number and business office
telephone number as such numbers are shown in the
secretary's records.
Special meetings of the board of directors shall be
called by the chairman of the board or the secretary on the
written request of one third of the entire board of
directors (determined by rounding up to the next whole
number in the event the board of directors is not then
divisible by three) plus one director. Each director
shall be given not less than five days' notice of such
special meetings of the board, and such notice shall be
deemed given once it
has been conveyed to a director in person or by telephone or
has been sent by mail or telegram to a director's last known
address as shown in the secretary's records.
Notice may be waived in writing by any director
entitled thereto, and attendance at a meeting shall
constitute a waiver of notice of such meeting.
Section 7. At all meetings of the board a
majority of the directors then in office shall constitute a
quorum for the transaction of business. If a quorum is not
present at any meeting of the board of directors, the
directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until
a quorum is present. At such adjourned meeting at which a
quorum shall be present, any business may be transacted
which might have been transacted at the meeting as
originally noticed.
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Section 8. Any action required or permitted to
be taken at any meeting of the board of directors or of
any committee thereof may be taken without a meeting, if
all members of the board or committee, as the case may be,
consent thereto in writing, and the consents are filed
with the minutes of proceedings of the board or committee.
Section 9. Members of the board of directors or
any committee thereof may participate in a meeting of such
board or committee, as the case may be, by means of
conference telephone or similar communications equipment
by means of which all persons participating in the meeting
can hear each other, and participating in a meeting in
such manner shall constitute presence at such meeting.
Section 10. The board of directors shall have
the authority to fix the compensation of directors.
Section 11. Nominations for the election of
directors may be made by the board of directors or by any
stockholder entitled to vote for the election of
directors. Such nominations, other than those made by or
on behalf of the existing management of the corporation,
shall be made by notice in writing, delivered or mailed by
first-class United States mail, postage prepaid, to the
secretary of the corporation not less than thirty (30)
days nor more than sixty (60) days prior to any meeting of
the stockholders called for the election of directors;
provided, however, that if less than thirty-five (35)
days' notice of the meeting is given to stockholders, such
written notice shall be delivered or mailed, as
prescribed, to the secretary of the corporation not later
than the close of the seventh (7th) day following the day
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on which notice of the meeting was mailed to stockholders.
Each notice shall set forth (i) the name, age,
business address and, if known, residence address of each
nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee, (iii) the
number of shares of stock of the corporation which are
beneficially owned by each such nominee and by the
nominating stockholder, and (iv) any other information
concerning the nominee that must be disclosed of nominees
in proxy solicitations pursuant to Rule 14(a) of the
Securities Exchange Act of 1934.
The chairman of the meeting may, if the facts
warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing
procedure, and if the chairman should so determine, the
chairman shall so declare to the meeting and the defective
nomination shall be disregarded.
ARTICLE V
Committees
The board of directors may designate such
committees with such powers and duties as it may prescribe
by resolution.
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ARTICLE VI
Officers
Section 1. The board of directors of the
corporation shall elect as officers of the corporation: a
chief executive officer who shall be the chairman of the
board; a president; one or more vice presidents; a
secretary; a treasurer; a controller; and such additional
officers, including one or more assistant secretaries and
assistant treasurers, as the board of directors may from
time to time determine.
Section 2. The term of office of the officers
of the corporation shall expire at the annual meeting of
the board of directors, and each officer shall hold office
until the officer's successor shall have been duly elected
and qualified or until the officer's earlier death,
resignation, retirement or removal by the board of
directors.
Section 3. The chairman of the board and chief
executive officer of the corporation shall if present
preside at all meetings of the stockholders and the board
of directors, shall have general and active management of
the business of the corporation and shall ensure that all
orders and resolutions of the board of directors are
carried into effect and shall have such other powers and
duties as may be from time to time assigned to the
chairman of the board and chief executive officer by the
board of directors or prescribed by the by-laws.
The chairman of the board and chief executive
officer shall have the power to employ and discharge
subordinates, agents and employees of the corporation and
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to fix their compensation and to delegate all or part of
such power, subject to supervision by the board of
directors.
Section 4. In the absence or disability of the
chairman of the board and chief executive officer, the
officers designated by the board of directors shall
perform the duties and exercise the powers of the chief
executive officer. The president and the vice presidents
shall perform such other duties as may be prescribed by
these by-laws, the board of directors or the chairman of
the board and chief executive officer.
Section 5. The controller shall be the
principal accounting officer in charge of the general
accounting books, accounting and cost records and forms.
The controller shall have such other powers and duties as
the controller may from time to time be assigned or
directed to perform by the board of directors or the
chairman of the board and chief executive officer.
Section 6. The secretary shall have the care
and custody of the records of the corporation and shall
attend all meetings of the stockholders and the directors
and shall record all votes and minutes of said meetings in
a book or books kept for that purpose. The secretary
shall sign such instruments on behalf of the corporation
as the secretary may be authorized to sign by the board of
directors or by law and shall countersign, attest and
affix the corporate seal to all certificates and
instruments where such countersigning or such sealing and
attesting are necessary to their true and proper
execution. The secretary shall see that proper notice is
given to all meetings of the stockholders where notice is
required and shall have such other powers and duties as
the secretary may from time to time be assigned or
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directed to perform by the board of directors or the
chairman of the board and chief executive officer.
An assistant secretary shall have all of the
powers and shall perform all of the duties of the
secretary in case of the absence of the secretary or the
secretary's inability to act, and shall have such other
powers and duties as the assistant secretary may from time
to time be assigned or directed to perform.
Section 7. The treasurer shall attend to the
collection, receipt and disbursement of all moneys
belonging to the corporation. The treasurer shall have
authority to endorse, on behalf of the corporation, all
checks, notes, drafts, warrants and orders, and shall have
custody over all securities of the corporation. The
treasurer shall have such additional powers and such other
duties as the treasurer may from time to time be assigned
or directed to perform by the board of directors or the
chairman of the board and chief executive officer.
An assistant treasurer shall have all of the
powers and shall perform the duties of the treasurer in
case of the absence of the treasurer or the treasurer's
inability to act, and shall have such other powers and
duties as the treasurer may from time to time be assigned
and directed to perform.
ARTICLE VII
Certificates of Stock
Section 1. Every holder of stock in the
corporation shall be entitled to have a certificate signed
by or in the name of the corporation by the chairman of
the board, the president or a vice president and the
treasurer or an assistant treasurer, or the secretary or
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an assistant secretary of the corporation, certifying the
number of shares owned by the holder in the corporation.
Section 2. Any signature on the certificate may
be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be
such an officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation
with the same effect as if the person who signed or whose
facsimile signature has been placed on the certificate
were such officer, transfer agent or registrar at the date
of issue.
Section 3. The board of directors may direct a
new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost,
stolen or destroyed. When authorizing such issue of a new
certificate or certificates, the board of directors may,
in its discretion and as a condition precedent to the
issuance, require the owner of such lost, stolen or
destroyed certificate or certificates, or the owner's
legal representative, to advertise the same in such manner
as it shall require and to give the corporation a bond in
such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to
the certificate alleged to have been lost, stolen or
destroyed. To eliminate the necessity of action
in each particular case, the board of directors may
authorize the issuance of new certificates in lieu of
lost, stolen or destroyed certificates on the direction of
such officers of the corporation as the board of directors
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may designate upon the filing with such officers of an
affidavit or affirmation and an indemnity bond or
agreement satisfactory to such officers.
Section 4. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall
be the duty of the corporation to issue a new certificate
to the person entitled, cancel the old certificate and
record the transaction upon its books.
Section 5. In order that the corporation may
determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the
meeting, but the board of directors may fix a new record
date for the adjourned meeting.
Section 6. The corporation may recognize the
exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such
owner, and to hold liable for calls and assessments a
person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other
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claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express
or other notice, except as otherwise provided by the laws
of Delaware.
ARTICLE VIII
Dividends
Dividends upon the capital stock of the
corporation, subject to applicable provisions, if any, of
the certificate of incorporation, may be declared by the
board of directors at any regular or special meeting.
Dividends may be paid in cash, in property, or in shares
of the capital stock, subject to any such provisions of
the certificate of incorporation.
ARTICLE IX
General Provisions
Section 1. The fiscal year of the corporation
shall be from the first day of January each year until the
last day of the succeeding December, both inclusive.
Section 2. Whenever notice is required under
these by-laws or by statute and such notice is given by
mail, the time of giving such notice shall be deemed to be
the time when the same is placed in the United States
mail, postage prepaid, and addressed to the party to be
notified at the party's address as it appears on the
records of the corporation.
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ARTICLE X
Amendments
These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders
or by the board of directors pursuant to the applicable
provisions of the certificate of incorporation at any
regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or
of the board of directors if notice of such alteration,
amendment, repeal or adoption of new by-laws be contained
in the notice of such special meeting.
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