EXHIBIT 3.2
BYLAWS
OF
INDEPENDENT FINANCIAL NETWORK
ARTICLE I: SHAREHOLDERS' MEETING
Section 1.01 Annual Meeting. The annual meeting of the shareholders shall
be held on the third Tuesday in April of every year at the principal office of
the corporation, or at such other time or place as may be determined by the
Board of Directors. At such meeting, the shareholders entitled to vote shall
elect a Board of Directors and transact such other business as may legally
come before the meeting.
Section 1.02 Special Meetings. Special meetings of the shareholders of
the corporation may be held at any time on request of the Chief Executive
Officer, or on the request of the Board of Directors, or on demand in writing
by shareholders of record holding not less than one-tenth of the stock of the
corporation entitled to vote.
Section 1.03 Voting. Each shareholder shall be entitled to one vote, in
person or by proxy, for each share of stock entitled to vote outstanding in
such shareholder's name on the books of the corporation.
Section 1.04 Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
the shareholders. If a quorum is present, the affirmative vote of the majority
of the shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders, unless the vote of a greater
number or voting by classes is required by law, the Articles of Incorporation,
or other provision of these Bylaws. The shareholders present at a duly
organized meeting may continue to transact business until adjournment, not
withstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section 1.05 Notice. Written or printed notice 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 delivered not less than 10
days, nor more than 50 days, before the date of the meeting, either personally
or by mail, by, or at the direction of, the Chief Executive Officer, the
Secretary, or the officer or person calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail addressed to
the shareholder at his or her address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid. No business other than
that specified in said notice shall be transacted at any special meeting,
unless all stockholders are present either in person or by proxy, and not less
than two-thirds of all stock shall consent thereto.
Ex. 3.1 - 22
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ARTICLE II: DIRECTORS
Section 2.01 Number and Election of Directors.
(a) The Board of Directors shall consist of not more than 15 members who
shall be divided into three classes, with each class consisting of
one-third of the directors.
(b) The number of directors shall be set from time to time by resolution of
the Board of Directors, but no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director.
(c) At each annual meeting, the shareholders shall elect directors to hold
office for the term for which the director is elected and until a
successor shall have been elected and qualified, subject to prior death,
resignation or removal.
(d) The term of office of directors of the first class shall expire at the
first annual meeting of shareholders after their election, that of the
second class shall expire at the second annual meeting after their
election, and that of the third class shall expire at the third annual
meeting after their election. At each annual meeting the number of
directors equal to the number of the class whose term expires at the time
of such meeting shall be elected to hold office until the third,
succeeding annual meeting.
(e) No person shall be eligible to serve as a Director after he has attained
70 years of age.
(f) The Board of Directors may fill any vacancy that may occur on the Board
of Directors by reason of death, resignation, disqualification, or from
any other cause, on an interim basis. The interim Director so elected to
fill the vacancy shall hold office until the next annual meeting of
shareholders, and until his successor has been duly elected and has
qualified. The director shall be elected by the same majority and in the
same manner as provided for the annual election of directors. Any
directorship to be filled by reason of any increase in the number of
directors shall be filled in the same manner as if a vacancy in that
position shall have occurred; provided, the Articles of Incorporation of
the corporation reserve to the Board of Directors the power to so act..
Section 2.02 Annual Meeting. The annual meeting of the Board of Directors
shall be held without notice at the office of the corporation, or at such
other place as the Board of Directors may designate, immediately after the
adjournment of the regular meeting of the shareholders.
Section 2.03 Special Meetings. Special meetings of the Board of Directors
shall be called by the Secretary when requested by the Chief Executive Officer
or any member of the Board of Directors upon no less than 48-hours' written or
oral notice to each director. Special meetings of the directors shall be held
at the principal office of the corporation or at any other place designated by
a majority of the Board of Directors.
Section 2.04 Quorum. A majority of the number of elected and qualified
directors shall constitute a quorum for the transaction of business.
Ex. 3.1 - 23
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Section 2.05 Voting. 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 2.06 Removal of Directors. Shareholders holding a majority of the
shares then entitled to vote for election of directors, may at any annual
meeting of the shareholders or at any special meeting of the shareholders
called for that purpose, remove any director from office, with or without
cause.
Section 2.07 Powers of Directors. The Board of Directors shall have sole
responsi-bility for the entire management of the business of the corporation.
In the management and control of the property, business, and affairs of the
corporation, the Board of Directors is hereby vested with all of the powers
possessed by the corporation, itself, so far as this delegation of authority
is not inconsistent with the Oregon Business Corporation Act, with the
Articles of Incorporation of the corporation, or with these Bylaws. The Board
of Directors shall have power to determine what constitutes net earnings,
profits. and surplus, respectively; what amount shall be reserved for working
capital and for any other purpose, and what amount shall be declared as
dividends; and such determination by the Board of Directors shall be final and
conclusive, except as otherwise provided by the Oregon Business Corporation
Act and the Articles of Incorporation.
Section 2.08 Compensation. The Board of Directors may fix and pay a
reasonable compensation to directors in attendance at regular and special
meeting of the Board of Directors.
Section 2.09 Other Committees. In addition to an Executive Committee, the
Board of Directors may appoint, from among its members, such committees as it
deems appropriate. Such committees shall have such powers and perform such
duties as shall be assigned to them by the Board of Directors from time to
time. The Board of Directors, in the resolutions establishing any such
committees, shall cover such matters as the following: committee rules of
procedures, reporting to the Board of Directors, notice of committee meetings,
action by unanimous consent, records, location of meetings, and other
appropriate matters.
Section 2.10 Chairman of the Board. The Board of Directors may elect one
of its members to be the Chairman of the Board of Directors. The Chairman
shall advise and consult with the Board and the officers of the corporation as
to the determination of policy of the corporation, and shall perform such
other functions and responsibilities as the Board shall designate from time to
time.
Section 2.11 Vice-Chairman of the Board. The Board of Directors may elect
one of its members to be the Vice-Chairman of the Board of Directors. The
Vice-Chairman shall have the power and authority of the Chairman in case of
disability or absence of the Chairman, and when requested to do so by the
Chairman.
ARTICLE III: OFFICERS
Section 3.01 Composition. The officers of this corporation shall consist
of a Chief Executive Officer/President, a Chief Operating Officer/Executive
Vice President, a Chief Financial Officer/Vice President, and a Secretary,
each of whom shall be elected by the Board of Directors at the annual meeting
of the Board of Directors. One or more Vice-Presidents and such other officers
Ex. 3.1 - 24
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and assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors, and any vacancies occurring in any office
of this corporation may be filled by election or appointment by the Board of
Directors at any special meeting. All officers shall hold their office until
the next annual meeting of the Board of Directors and until their successors
are elected and qualified, subject to prior death, resignation or removal. The
same person may hold any two or more offices.
Section 3.02 Chief Executive Officer/President. The Chief Executive
Officer/ President of this corporation shall act as chairman at all meetings
of the shareholders, and shall preside at all meetings of the Board of
Directors at which there shall then be no duly-elected and acting Chairman of
the Board of Directors. He shall sign certificates of stock of the corporation
and all deeds, leases, contracts, mortgages, deeds of trust, and other
instruments binding upon the corporation, and perform such other duties as may
be required from time to time by the Board of Directors.
Section 3.03 Vice-Presidents. The Vice-Presidents, if any, in the order
of seniority or as designated by the Board of Directors or Chief Executive
Officer, shall in the absence or disability of the Chief Executive Officer
exercise the powers and perform the duties of the Chief Executive Officer.
Each Vice-President shall also exercise such other powers and perform such
other duties as shall be prescribed by the directors and such powers and
duties of the Chief Executive Officer as may be designated by the Chief
Executive Officer.
Section 3.04 Secretary. The Secretary shall keep the minutes and records
of all the meetings of the shareholders and directors and other official
business of the corporation. The Secretary shall have the power, together with
the Chief Executive Officer or Vice-President, to sign all deeds, leases,
contracts, mortgages, deed of trust, certificates of stock or other documents
executed by the shareholders and directors and shall perform such other duties
as may be required by the Board of Directors.
Section 3.05 Chief Financial Officer. It shall be the duty of the Chief
Financial Officer to receive all moneys and funds of the corporation and to
deposit the same in the bank or banks designated by the Board of Directors and
in the name and to the account of the corporation. He shall keep full and
accurate books of accounts; shall make such reports of such official
transactions of the finances of the corporation as may from time to time be
required by the Board of Directors; and shall perform such other duties as may
be required by the Board of Directors.
Section 3.06 Removal. The directors, by majority vote, at any special
meeting called for that purpose, may remove any officer or director from
office, with or without cause; provided, however, that no such removal shall
impair the contract rights of this corporation or any person or entity.
ARTICLE IV: SECURITIES AND REGISTRATION AND TRANSFER THEREOF
Section 4.01 Certificates. All certificates of stock and other securities
of this corporation shall be signed by the Chief Executive Officer, or his
designee, and the Secretary of the corporation.
Ex. 3.1 - 25
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Section 4.02 Transfer Agent and Registrar. The Board of Directors may
from time to time appoint one or more Transfer Agents and one or more
Registrars for the capital stock and other securities of the corporation. The
signatures of the Chief Executive Office, or his designee, or a
Vice-President, and the Secretary, 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 an employee of the
corporation.
Section 4.03 Transfer. Title to a certificate and to the interest in this
corporation represented thereby can be transferred only:
(a) by delivery of the certificate endorsed either in blank or to a specified
person by the person appearing by the certificate to be the owner of the
interest represented thereby; or
(b) by delivery of the certificate and a separate document containing a
written assignment of the certificate or a power of attorney to sell,
assign or transfer the same or the interest represented thereby, signed
by the person appearing by the certificate to be the owner of the
interest represented thereby. Such Assignment or power of attorney may be
either in blank or to specified person.
Section 4.04 Necessity for Registration. Prior to due presentment for
registration upon the books of the corporation of a transfer of a security of
this corporation, the corporation or its agent for purposes of registering
transfers of its securities may treat the registered owner of the security as
the person exclusively entitled to vote, to receive any notices, to receive
payment of any interest on a security, or of any ordinary, extraordinary,
partial-liquidating, final-liquidating, or other dividend, or of any other
distribution, whether paid in cash or in securities, or in any other form, or
otherwise to exercise or enjoy any or all of the rights and powers of an
owner.
Section 4.05 Closing Transfer Books. For the purpose of determining the
registered owners of stock or other securities entitled to notice of or to
vote at any meeting of the shareholders or any adjournment thereof, or to
receive payment of any interest on a security, or of any ordinary,
extraordinary, partial-liquidating, final-liquidating, or other dividend, or
of any other distribution, whether paid in cash or in securities or in any
other form, or otherwise to exercise or enjoy any or all of the rights and
powers of an owner, or in order to make a determination of registered owners
for any other proper purpose, the Board of Directors may provide that the
transfer books shall be closed for a stated period of not more than 50 days.
If the transfer books shall be closed for the purpose of determining the
registered owners entitled to notice of, or to vote at, a meeting of the
shareholders or an adjournment thereof, such books shall be closed for a
stated period of not more than 50 days, nor less than 10 days immediately
preceding such meeting.
Section 4.06 Fixing Record Date. In lieu of closing the transfer books,
the Board of Directors may fix, in advance, a record date for any
determination of registered owners for which the transfer books might have
been closed as provided in Section 4.05 above, such date to be not more than
50 days and, in case of a meeting of shareholders, not less than 10 days prior
to the date on which the particular action which requires such determination
of registered owners is to be taken.
Ex. 3.1 - 26
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Section 4.07 Lost Certificates In case of the loss or destruction of a
certificate of stock or other security in this corporation, a duplicate
certificate may be issued in its place upon such terms as the Board of
Directors shall prescribe.
ARTICLE V: WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the corporation by these Bylaws or the Articles of Incorporation,
or by the corporation laws of the State of Oregon, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
required notice. Presence of a director at any meeting shall constitute a
waiver of any notice required for 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.
ARTICLE VI: ACTION WITHOUT MEETING
Any action required or permitted to be taken at a meeting of the
shareholders or directors of this corporation, or any other action which may
be taken at a meeting of the shareholders or directors, may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by all of the shareholders or directors entitled to vote with respect
to the subject matter thereof. Such consent shall have the same force and
effect as a unanimous vote of such shareholders or directors and may be stated
as such in any articles or document filed with Corporation Commissioner of the
State of Oregon, any other governmental authority or any person or entity.
ARTICLE VII: INDEMNIFICATION AND INSURANCE
Section 7.01 Non-Derivative Actions. Subject to the provisions of
Sections 7.03, 7.05 and 7.06 below, the corporation shall indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by, or in the right of,
the corporation) by reason of or arising from the fact that he is or was a
director or officer of the corporation or one of its subsidiaries, or is or
was serving at the request of the corporation as a director, officer, partner
or trustee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if (1) he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, did not know his conduct was unlawful, or (2) his act or omission
giving rise to such action, suit or proceeding is ratified, adopted or
confirmed by the corporation or one of its subsidiaries, or the benefit
thereof received by the corporation or one of its subsidiaries. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contender or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in
a manner that he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, did not know that his conduct was unlawful; and settlement shall
not constitute any evidence of any of the foregoing.
Ex. 3.1 - 27
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Section 7.02 Derivative Actions. Subject to the provisions of Sections
7.03, 7.05 and 7.06, below, the corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of or arising from the fact that he is or was
a director or officer of the corporation or one of its subsidiaries, or is or
was serving at the request of the corporation as a director, officer, partner
or trustee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, (including attorney fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he (1) acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, or (2) his act or omission giving rise to such action or suit is
ratified, adopted or confirmed by the corporation or one of its subsidiaries
or the benefit thereof received by the corporation or one of it subsidiaries;
provided, however, that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for gross negligence or deliberate misconduct in the performance of his
duty to the corporation, unless and only to the extent that the court in which
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
that the court shall deem proper.
Section 7.03 Determination of Right to Indemnification in Certain Cases.
Subject to the provisions of Sections 7.05 and 7.06 below, indemnification
under Sections 7.01 and 7.02 of this Article shall be made automatically by
the corporation, unless either the stockholders of the corporation or a quorum
of the Board of Directors consisting of directors who were not parties to such
action, suit or proceeding expressly determine by majority circumstances that
the person to be indemnified has not met the applicable standard of conduct
set forth in Sections 7.01 or 7.02.
Section 7.04 Indemnification of Persons Other Than Officers or Directors.
Subject to the provisions of Sections 7.05 and 7.06, in the event any person
not included among those referred to in Section 7.01 or 7.02 of this Article
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding of a type referred to in
Section 7.01 or 7.02 of this Article by reason of or arising from the fact
that he is or was an employee or agent (including attorneys) of the
corporation or one of its subsidiaries, or is or was serving at the request of
the corporation as an employee or agent (including attorney) of another
corporation, partnership, joint venture, trust or other enterprise, the Board
of Directors of the corporation by a majority vote of a quorum (whether or not
such quorum consists in whole or in part of directors who were parties to such
action, suit or proceeding), or the stockholders of the corporation by a
majority vote of the outstanding shares may, but shall not be required to,
grant to such person a right of indemnification to the extent described in
Section 7.01 or 7.02 of this Article as if he were an officer or director
referred to therein, provided that such person meets the applicable standard
of conduct set forth in such Sections. Furthermore, the Board of Directors may
designate by resolution in advance of any action, suit or proceeding, those
employees or agents (including attorneys) who shall have all rights of
indemnification granted to officers and directors under this Article.
Section 7.05 Successful Defense. Notwithstanding any other provision of
Sections 7.01, 7.02, 7.03 or 7.04 of the Article, to the extent a director,
officer, employee or agent (including attorneys) is successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Ex. 3.1 - 28
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Sections 7.01, 7.02 or 7.04 of this Article, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorney fees) actually and reasonably incurred by him in connection
therewith.
Section 7.06 Condition Precedent to Indemnification Under Sections 7.01,
7.02 or 7.04. Any person who desires to receive the benefits otherwise
conferred by Sections 7.01, 7.02 or 7.04 of this Article shall promptly notify
the corporation that he has been named a defendant to an action, suit or
proceeding of a type referred to in Sections 7.01 or 7.02 and that he intends
to rely upon the right of indemnification described in Sections 7.01, 7/02 or
7.04 of this Article. The notice shall be in writing and mailed, via
registered or certified mail, return receipt requested, to the Chief Executive
Officer of the corporation at the executive offices of the corporation or, in
the event the notice is from the Chief Executive Officer, to the registered
agent of the corporation. Failure to give the notice required hereby shall
entitle the Board of Directors of the corporation by a majority vote of a
quorum (consisting of directors who, insofar as indemnity of officers or
directors is concerned, may or may not have been parties) or the stockholders
of the corporation by a majority vote of the outstanding shares of the
corporation to make a determination, in their sole discretion, that such
failure was prejudicial to the corporation in the circumstances and that,
therefore, the right to indemnification referred to in Sections 7.01, 7.02 or
7.04 of this Article shall be denied in it entirety or reduced in amount.
Section 7.07 Undertaking. Expenses incurred by a person to be indemnified
under this Article in defending a civil, criminal, administrative or
investigative action, suit or proceeding (including all appeals) or threat
thereof, may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding as authorized in Section 7.03 upon receipt of
an undertaking by or on behalf of such person to repay such expenses if it
shall ultimately be determined that he is not entitled to be indemnified by
the corporation.
Section 7.08 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or one of its subsidiaries, or was serving at the request of the
corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article or
under the Oregon Business Corporation Act.
Section 7.09 Purpose and Exclusivity. The indemnification referred to in
the various Sections of this Article shall be deemed to be in addition to, and
not in lieu of, any other rights to which those indemnified may be entitled
under any statute, rule of law or equity, agreement, vote of the stockholders
or Board of Directors, or otherwise. The purpose of this Article is to
augment, pursuant to ORS 57.260 (3) the other provisions of ORS 57.260, and
ORS 57.255.
Section 7.10 Severability. If any part of this Article shall be found, in
any action, suit or proceeding, to be invalid or ineffective, the validity and
the effect of the remaining parts shall not be affected.
Ex. 3.1 - 29
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ARTICLE VIII: AMENDMENTS
The Bylaws of this corporation may be altered, amended or repealed by the
directors or the shareholders at any regular meeting or at any special
meeting, or at any special meeting called for that purpose, provided notice of
the proposed change is given in the notice of the meeting or notice thereof is
waived in writing.
ARTICLE IX: CONSTRUCTION
In construing these Bylaws, it is understood that, if the context so
requires, the masculine pronoun shall be taken to mean and include the
feminine.
ARTICLE X: OREGON CONTROL SHARE ACT
This corporation shall be subject to the Oregon Control Share Act, ORS
60.801-60.816.
ADOPTED BY THE BOARD OF DIRECTORS ON THE ____ DAY OF___________, 2000.
INDEPENDENT FINANCIAL NETWORK, INC.
By: ______________________________________
SECRETARY
ARTICLE XI: OREGON CONTROL SHARE ACT
The Corporation hereby elects, in accordance with ORS 60.804, that ORS
60.801-60.816 shall not apply to the acquisition of the corporation's voting
shares.
Ex. 3.1 - 30
