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EXHIBIT 3.2
BYLAWS OF
COSTCO WHOLESALE CORPORATION
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BYLAWS OF
COSTCO WHOLESALE CORPORATION
These Bylaws are promulgated pursuant to the Washington Business
Corporation Act, as set forth in Title 23B of the Revised Code of Washington.
ARTICLE 1
OFFICES
1.1 PRINCIPAL OFFICE. The principal office of the corporation shall be
located at 999 Lake Drive, Issaquah, Washington 98027.
1.2 REGISTERED OFFICE AND REGISTERED AGENT. The registered office of the
corporation shall be located in the State of Washington at such place as may be
fixed from time to time by the Board of Directors upon filing of such notices as
may be required by law, and the registered agent shall have a business office
identical with such registered office. Any change in the registered agent or
registered office shall be effective upon filing such change with the office of
the Secretary of State of the State of Washington.
1.3 OTHER OFFICES. The corporation shall also have and maintain an office
or principal place of business at such place as may be fixed by the Board of
Directors, and may also have offices at such other places, both within and
without the State of Washington, as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE 2
SHAREHOLDERS
2.1 ANNUAL MEETING
(a) The annual meeting of the shareholders of 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 on a date and at a time
and place to be set by the Board of Directors.
(b) At an annual meeting of the shareholders, 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: (i) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (ii) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (iii) otherwise properly
brought before the meeting by a shareholder. For business to be properly brought
before an annual meeting by a shareholder, the shareholder must have given
timely notice thereof in writing to the Secretary of the corporation. To be
timely, a shareholder's notice must be
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delivered to or mailed and received at the principal executive offices of the
corporation not later than the close of business on the one-hundred twentieth
(120th) day prior to the first anniversary of the preceding year's annual
meeting. A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting: (A) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (B) the name and
address, as they appear on the corporation's books, of the shareholder proposing
such business, (C) the class and number of shares of the corporation which are
beneficially owned by the shareholder, (D) any material interest of the
shareholder in such business and (E) any other information that is required to
be provided by the shareholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a
proponent to a shareholder proposal. Notwithstanding the foregoing, in order to
include information with respect to a shareholder proposal in the proxy
statement and form of proxy for a shareholders' meeting, shareholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.
2.2 SPECIAL MEETINGS. In accordance with Article III of the Articles of
Incorporation of the corporation (the "Articles of Incorporation"), special
meetings of the shareholders for any purpose or purposes may be called at any
time by a majority of the Board of Directors, the Chairman, the President, any
Executive Vice President, the Secretary or any shareholders owning in the
aggregate at least ten percent (10%) of all votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting. The Board of
Directors may designate any place as the place of any special meeting called by
the Chairman, the President, any Executive Vice President, the Secretary, the
Board of Directors or the shareholders owning the requisite number of votes.
2.3 NOTICE OF MEETINGS. Except as otherwise provided in Subsections
2.3(b) and 2.3(c) below, the Secretary, Assistant Secretary, or any transfer
agent of the corporation shall deliver, either personally or by mail, private
carrier, telegraph or teletype, or telephone, wire or wireless equipment which
transmits a facsimile of the notice, not less than ten (10) nor more than sixty
(60) days before the date of any meeting of shareholders, written notice stating
the place, day, and time of the meeting to each shareholder of record entitled
to vote at such meeting. If mailed in the United States, such notice shall be
deemed to be delivered when deposited in the United States mail, with
first-class postage thereon prepaid, addressed to the shareholder at his address
as it appears on the corporation's record of shareholders. If mailed outside the
United States, such notice shall be deemed to be delivered five (5) days after
being deposited in the mail, with first-class airmail postage thereon, return
receipt requested, addressed to the shareholder at the shareholder's address as
it appears on the corporation's record of shareholders.
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(a) NOTICE OF SPECIAL MEETING. In the case of a special meeting,
the written notice shall also state with reasonable clarity the purpose or
purposes for which the meeting is called and the actions sought to be approved
at the meeting. No business other than that specified in the notice may be
transacted at a special meeting.
(b) PROPOSED ARTICLES OF AMENDMENT OR DISSOLUTION. If the business
to be conducted at any meeting includes any proposed amendment to the Articles
of Incorporation or the proposed voluntary dissolution of the corporation, then
the written notice shall be given not less than twenty (20) nor more than sixty
(60) days before the meeting date and shall state that the purpose or one of the
purposes is to consider the advisability thereof, and, in the case of a proposed
amendment, shall be accompanied by a copy of the amendment.
(c) PROPOSED MERGER, CONSOLIDATION, EXCHANGE, SALE, LEASE OR
DISPOSITION. If the business to be conducted at any meeting includes any
proposed plan of merger or share exchange, or any sale, lease, exchange, or
other disposition of all or substantially all of the corporation's property
otherwise than in the usual or regular course of its business, then the written
notice shall state that the purpose or one of the purposes is to consider the
proposed plan of merger or share exchange, sale, lease, or disposition, as the
case may be, shall describe the proposed action with reasonable clarity, and, if
required by law, shall be accompanied by a copy or a detailed summary thereof;
and written notice shall be given to each shareholder of record, whether or not
entitled to vote at such meeting, not less than twenty (20) nor more than sixty
(60) days before such meeting, in the manner provided in Section 2.3 above.
(d) DECLARATION OF MAILING. A declaration of the mailing or other
means of giving any notice of any shareholders' meeting, executed by the
Secretary, Assistant Secretary, or any transfer agent of the corporation giving
the notice, shall be prima facie evidence of the giving of such notice.
(e) WAIVER OF NOTICE. Notice of any shareholders' meeting may be
waived in writing by any shareholder at any time, either before or after the
meeting. Except as provided below, the waiver must be signed by the shareholder
entitled to the notice, and be delivered to the corporation for inclusion in the
minutes or filing with the corporate records. A shareholder's attendance at a
meeting waives objection to lack of notice, or defective notice, unless the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting.
2.4 QUORUM. A quorum shall exist at any meeting of shareholders if a
majority of the shares entitled to vote is represented in person or by proxy.
Shares entitled to vote as a separate voting group may take action on a matter
at a meeting only if a quorum of those shares exists with respect to that
matter. The shareholders present at a duly organized meeting may continue to
transact business at such meeting and at any adjournment of such meeting (unless
a new record date is or must be set for the adjourned meeting), notwithstanding
the withdrawal of enough shareholders from either meeting to leave less than a
quorum. Once a share is represented for any purpose at a meeting other than
solely to object to holding the meeting or transacting business at the meeting,
it is deemed present for quorum purposes for the remainder
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of the meeting and for any adjournment of that meeting unless a new record date
is or must be set for the adjourned meeting.
2.5 VOTING OF SHARES. Except as otherwise provided in the Articles of
Incorporation or these Bylaws, and except as required by law, every shareholder
of record shall have the right at every shareholders' meeting to one vote for
every share standing in his name on the books of the corporation. If a quorum
exists, action on a matter, other than the election of directors, is approved by
a voting group if the votes cast within the voting group favoring the action
exceed the votes cast within the voting group opposing the action, unless a
greater number is required by the Articles of Incorporation or the Washington
Business Corporation Act.
2.6 ADJOURNED MEETINGS. A majority of the shares represented at a
meeting, even if less than a quorum, may adjourn the meeting from time to time
without further notice. When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken. However, if a
new record date for the adjourned meeting is or must be fixed in accordance with
the Washington Business Corporation Act, notice of the adjourned meeting must be
given to persons who are shareholders as of the new record date. At any
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting.
2.7 RECORD DATE. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof,
or entitled to receive payment of any dividend, the Board of Directors may fix
in advance a record date for any such determination of shareholders, such date
to be not more than seventy (70) days and, in the case of a meeting of
shareholders, not less than ten (10) days prior to the meeting or action
requiring such determination of shareholders. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the day
before the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date, which it must do if the meeting is adjourned
more than one hundred twenty (120) days after the date is fixed for the original
meeting.
2.8 RECORD OF SHAREHOLDERS ENTITLED TO VOTE. After fixing a record date
for a shareholders' meeting, the corporation shall prepare an alphabetical list
of the names of all shareholders on the record date who are entitled to notice
of the shareholders' meeting. The list shall be arranged by voting group, and
within each voting group by class or series of shares, and show the address of,
and number of shares held by, each shareholder. A shareholder, shareholder's
agent, or a shareholder's attorney may inspect the shareholders list, beginning
ten days prior to the shareholders' meeting and continuing through the meeting,
at the corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held during regular business hours
and at the shareholder's expense. The shareholders list shall
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be kept open for inspection during such meeting or any adjournment. Failure to
comply with the requirements of this section shall not affect the validity of
any action taken at such meeting.
2.9 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Unless otherwise provided
in the Articles of Incorporation, any action required or permitted to be taken
at a meeting of shareholders may be taken without a meeting and without prior
notice if a consent in writing setting forth the action to be taken shall be
signed by shareholders representing that number of votes of shares outstanding
which is not less than the minimum number of votes of shares outstanding that
would be necessary to approve the action at a meeting at which all shares
entitled to vote thereon were present and voted. Notice of taking any corporate
action by written consent of shareholders by less than unanimous written consent
shall be given to all shareholders who have not consented in writing in the
manner specified in the Washington Business Corporation Act.
2.10 PROXIES. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his duly authorized attorney
in fact. Such proxy shall be filed with the secretary of the corporation before
or at the time of the meeting. No proxy shall be valid after three (3) years
from the date of its execution, unless otherwise provided in the proxy.
2.11 ORGANIZATION
(a) At every meeting of shareholders, the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President,
or, if the President is absent, a chairman of the meeting chosen by a majority
of the Board of Directors, shall act as chairman. The Secretary, or, in his
absence, an Assistant Secretary directed to do so by the President or the
chairman, shall act as secretary of the meeting.
(b) The Board of Directors of the corporation shall be entitled to
make such rules or regulations for the conduct of meetings of shareholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to shareholders of
record of the corporation and their duly authorized and constituted proxies and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of shareholders shall not be required to
be held in accordance with rules of parliamentary procedure.
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ARTICLE 3
BOARD OF DIRECTORS
3.1 MANAGEMENT RESPONSIBILITY. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, the Board of Directors, except as may be
otherwise provided in the Articles of Incorporation or the Washington Business
Corporation Act.
3.2 NUMBER OF DIRECTORS, QUALIFICATION. The authorized number of
directors of the corporation shall be as specified and set by resolution from
time to time by the Board of Directors. Directors need not be shareholders. No
reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.
3.3 ELECTION. Except as provided in Section 3.4 below, directors shall be
elected by a plurality of the votes cast at each annual meeting of shareholders,
and each director so elected shall hold office until the annual meeting which
takes place in the year in which his or her term expires and until his or her
successor is duly elected and qualified, or until his or her earlier resignation
or removal. Despite the expiration of a director's term, the director continues
to serve until the director's successor shall have been elected and qualified or
until there is a decrease in the number of directors.
3.4 VACANCIES. Any vacancy occurring on the Board of Directors (whether
caused by resignation, death, an increase in the number of directors, or
otherwise) may be filled by affirmative vote of a majority of the Board of
Directors. If the directors in office constitute fewer than a quorum of the
Board, they may fill the vacancy by the affirmative vote of a majority of all
the directors in office, or by a sole remaining director. A director elected to
fill any vacancy shall be identified by the class (Class I, II or III as set
forth in Article V of the Articles of Incorporation) to which he or she is named
and shall hold office until the next shareholders' meeting at which directors of
the class for which such director has been chosen are elected and until his or
her successor has been duly elected and qualified, or until his or her earlier
resignation or removal.
3.5 REMOVAL. One or more members of the Board of Directors (including the
entire Board) may be removed, for cause, at a meeting of shareholders called
expressly for that purpose. A director may be removed only if the number of
votes cast to remove the director exceeds the number of votes cast not to remove
the director.
3.6 RESIGNATION. Any director may resign at any time by delivering his
written resignation to the Chairman or the Secretary, such resignation to
specify whether it will be effective at a particular time, upon receipt by the
Chairman or Secretary or at the pleasure of the Board of Directors. If no such
specification is made, it shall be deemed effective at the pleasure of the Board
of Directors. When one or more directors shall resign from the Board of
Directors, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when
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such resignation or resignations shall become effective, and each Director so
chosen shall hold office for the unexpired portion of the term of the Director
whose place shall be vacated and until his successor shall have been duly
elected and qualified.
3.7 ANNUAL MEETING. The first meeting of each newly elected Board of
Directors shall be known as the annual meeting thereof.
3.8 REGULAR MEETINGS. Regular meetings of the Board of Directors or of
any committee designated by the Board may be held at such place and such day and
hour as shall from time to time be fixed by the Board or committee, without
other notice than the delivery of such resolution as provided in Section 3.10
below.
3.9 SPECIAL MEETINGS. Special meetings of the Board of Directors or any
committee designated by the Board may be called by the Chairman, the President
or any director or committee member, to be held at such place and such day and
hour as specified by the person or persons calling the meeting.
3.10 NOTICE OF MEETING. Notice of the date, time, and place of all
special meetings of the Board of Directors or any committee designated by the
Board shall be given by the Secretary, Assistant Secretary, or by the person
calling the meeting, by mail, private carrier, telegram, facsimile transmission,
or personal communication over the telephone or otherwise, provided such notice
is received at least two (2) days prior to the day upon which the meeting is to
be held.
Notice of any meeting of the Board of Directors or any committee
designated by the Board need not be given to any director or committee member if
it is waived in a writing signed by the director entitled to the notice, whether
before or after such meeting is held.
A director's attendance at or participation in a meeting waives
any required notice to the director of the meeting unless the director at the
beginning of the meeting, or promptly upon the director's arrival, objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors or any committee designated by the Board need be
specified in the notice or waiver of notice of such meeting unless required by
the Articles of Incorporation or these Bylaws.
Any meeting of the Board of Directors or any committee designated
by the Board shall be a legal meeting without any notice thereof having been
given if all of the directors or committee members have received valid notice
thereof, are present without objecting, or waive notice thereof in a writing
signed by the director and delivered to the corporation for inclusion in the
minutes or filing with the corporate records, or any combination thereof.
3.11 QUORUM OF DIRECTORS. A majority of the number of directors fixed by
or in the manner provided by these Bylaws shall constitute a quorum for the
transaction of business. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the Board of
Directors unless the Articles of Incorporation or these Bylaws require the vote
of a greater number of directors.
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A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place. If the meeting is
adjourned for more than forty-eight (48) hours, then notice of the time and
place of the adjourned meeting shall be given before the adjourned meeting takes
place, in the manner specified in Section 3.10 of these Bylaws, to the directors
who were not present at the time of the adjournment.
3.12 PRESUMPTION OF ASSENT. Any director who is present at any meeting of
the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless (a) the director objects at
the beginning of the meeting, or promptly upon the director's arrival, to
holding the meeting or 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 dissent or abstention to
the presiding officer of the meeting before the adjournment thereof or to the
corporation within a reasonable time after adjournment of the meeting. Such
right to dissent or abstain shall not be available to any director who voted in
favor of such action.
3.13 ACTION BY DIRECTORS WITHOUT A MEETING. Any action required by law to
be taken or which may be taken at a meeting of the Board of Directors or of a
committee thereof may be taken without a meeting if one or more written
consents, setting forth the action so taken, shall be 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 taken and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. Such consent shall have the
same effect as a unanimous vote at a meeting duly held upon proper notice.
3.14 TELEPHONIC MEETINGS. Members of the Board of Directors or any
committee designated by the Board may participate in a meeting of the Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
during the meeting.
3.15 COMPENSATION. The directors and committee members may be paid their
expenses, if any, or a fixed sum or a stated salary as a director or committee
member for attendance at each meeting of the Board or of such committee as the
case may be. No such payment shall preclude any director or committee member
from serving the corporation in any other capacity and receiving compensation
therefor.
3.16 COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the full Board, may from time to time designate from among its
members one or more committees, each of which must have two (2) or more members
and, to the extent provided in such resolution, shall have and may exercise all
the authority of the Board of Directors, except that no such committee shall
have the authority to:
(a) authorize or approve a distribution except according to a
general formula or method prescribed by the Board of Directors;
(b) approve or propose to shareholders action that the Washington
Business Corporation Act requires to be approved by shareholders;
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(c) fill vacancies on the Board of Directors or on any of its
committees;
(d) adopt any amendment to the Articles of Incorporation;
(e) adopt, amend or repeal these Bylaws;
(f) approve a plan of merger; or
(g) authorize or approve the issuance or sale or contract for sale
of shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee, or a senior executive officer of the corporation, to
do so within limits specifically prescribed by the Board of Directors.
Meetings of such committees shall be governed by the same
procedures as govern the meetings of the Board of Directors. All committees so
appointed shall keep regular minutes of their meetings and shall cause them to
be recorded in books kept for that purpose at the office of the corporation.
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ARTICLE 4
OFFICERS
4.1 APPOINTMENT. The officers of the corporation shall be appointed
annually by the Board of Directors at its annual meeting. If the appointment of
officers is not held at such meeting, such appointment shall be held as soon
thereafter as a Board of Directors meeting conveniently may be held. Except in
the case of death, resignation or removal, each officer shall hold office at the
pleasure of the Board of Directors until the next annual meeting of the Board
and until his successor is appointed and qualified.
4.2 QUALIFICATION. None of the officers of the corporation need be a
director, except as specified below. Any two or more of the corporate offices
may be held by the same person.
4.3 OFFICERS DESIGNATED. The officers of the corporation shall include a
Chairman of the Board of Directors, a President and Chief Executive Officer, and
a Chief Financial Officer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers, including but not limited
to, one or more Executive Vice Presidents (each of whom shall also be an
executive officer), a Secretary, a Treasurer, and one or more Vice Presidents,
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and other
officers as may be deemed necessary may be appointed by the Board of Directors.
(a) CHAIRMAN. The Chairman shall, when present, preside at all
meetings of the Board of Directors and the shareholders and shall have such
other powers commonly incident to his office and as the Board may prescribe.
Except where by law the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the corporation which may be authorized by
the Board of Directors. During the absence or disability of the President, the
Chairman shall exercise all the powers and discharge all the duties of the
President. The Chairman shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him by these Bylaws or
by the Board of Directors. The Chairman may only be appointed or removed by
action of a majority of the entire Board of Directors.
(b) PRESIDENT. The President shall be the chief executive officer
of the corporation and, subject to the direction and control of the Board of
Directors, shall supervise and control all of the assets, business, and affairs
of the corporation. The President shall vote the shares owned by the corporation
in other corporations, domestic or foreign, unless otherwise prescribed by the
Board, and shall execute all bonds, mortgages, contracts and other instruments
of the corporation requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except that the other officers of the corporation may sign and execute documents
when so authorized by these Bylaws, the Board of Directors or the President. In
general, the President shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board from time to
time. The President shall, unless a Chairman has been appointed and is present,
preside at all meetings of the shareholders and the Board of Directors. The
President shall also perform such other duties
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and may exercise such other powers as from time to time may be assigned to him
by these Bylaws or by the Board of Directors. The President may only be
appointed or removed by a majority of the entire Board of Directors.
(c) EXECUTIVE VICE PRESIDENTS. At the request of the President or
in his absence or his inability to act (and if there be no Chairman of the Board
of Directors), an Executive Vice President designated by a majority of the Board
of Directors shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. Each Executive Vice President (including any Senior Executive Vice
Presidents) shall perform such other duties and have such other powers as the
Board of Directors from time to time may prescribe. If there be no Chairman of
the Board of Directors and no Executive Vice President, the Board of Directors
shall designate the officer of the corporation who, in the absence of the
President or in the event of the inability or refusal of the President to act,
shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President.
(d) SECRETARY. The Secretary shall:
(i) keep the minutes of meetings of the shareholders and
the Board of Directors in one or more books provided for that purpose;
(ii) see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law;
(iii) be custodian of the corporate records and seal of the
corporation, if one be adopted;
(iv) keep a register of the post office address of each
shareholder and director;
(v) sign with the President, or the Chairman, certificates
for shares of the corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors;
(vi) have general charge of the stock transfer books of the
corporation; and
(vii) in general, perform all duties incident to the office
of Secretary and such other duties as from time to time may be assigned by the
President or the Board of Directors.
In the absence of the Secretary, an Assistant Secretary may
perform the duties of the Secretary.
(e) CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
keep or cause to be kept the books of account of the corporation in a thorough
and proper manner and shall
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render statements of the financial affairs of the corporation in such form and
as often as required by the Board of Directors or the President. The Chief
Financial Officer, subject to the order of the Board of Directors, shall have
the custody of all funds and securities of the corporation. The Chief Financial
Officer shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors or the President shall designate from time to time. The President may
direct the Treasurer or any Assistant Treasurer, or the Controller or any
Assistant Controller, or other officer of the corporation, to assume and perform
the duties of the Chief Financial Officer in the absence or disability of the
Chief Financial Officer, and each Treasurer and Assistant Treasurer and each
Controller and Assistant Controller shall perform other duties commonly incident
to his office and shall also perform such other duties and have such other
powers as the Board of Directors or the President shall designate from time to
time.
(f) TREASURER. Subject to the direction and control of the Board
of Directors, the Treasurer shall have charge and custody of and be responsible
for all funds and securities of the corporation; and, at the expiration of his
term of office, he shall turn over to his successor all property of the
corporation in his possession.
In the absence of the Treasurer, an Assistant Treasurer may
perform the duties of the Treasurer.
4.4 DELEGATION. In case of the absence or inability to act of any officer
of the corporation and of any person herein authorized to act in his place, the
Board of Directors may from time to time delegate the powers or duties of such
officer to any other officer or director or other person whom it may select.
4.5 RESIGNATION. Any officer may resign at any time by delivering written
notice to the corporation. Any such resignation shall take effect when the
notice is delivered unless the notice specifies a later date. Unless otherwise
specified in the notice, acceptance of such resignation by the corporation shall
not be necessary to make it effective. Any resignation shall be without
prejudice to the rights, if any, of the corporation under any contract to which
the officer is a party.
4.6 REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors at any time with or without
cause. Election or appointment of an officer or agent shall not of itself create
contract rights.
4.7 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification, creation of a new office, or any other cause may be
filled by the Board of Directors for the unexpired portion of the term or for a
new term established by the Board of Directors.
4.8 COMPENSATION. Compensation, if any, for officers and other agents and
employees of the corporation shall be determined by the Board of Directors, or
by the President to the extent such authority may be delegated to him by the
Board of Directors. No officer shall
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be prevented from receiving compensation in such capacity by reason of the fact
that he is also a director of the corporation.
ARTICLE 5
EXECUTION OF INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION
5.1 EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors may, in
its discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.
All checks and drafts drawn on banks or other depositaries on
funds to the credit of the corporation or in special accounts of the corporation
shall be signed by such person or persons as the Board of Directors shall
authorize so to do.
Unless authorized or ratified by the Board of Directors or within
the agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any amount.
5.2 VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and other
securities of other corporations owned or held by the corporation for itself, or
for other parties in any capacity, shall be voted, and all proxies with respect
thereto shall be executed, by the person authorized so to do by resolution of
the Board of Directors, or, in the absence of such authorization, by the
Chairman of the Board of Directors, the Chief Executive Officer, the President
or any Executive Vice President.
ARTICLE 6
STOCK
6.1 FORM AND EXECUTION OF CERTIFICATES. Certificates for the shares of
stock of the corporation shall be in such form as is consistent with the
Articles of Incorporation and applicable law. 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 of Directors, or the President or
any Vice President and by the Treasurer or Assistant Treasurer or the Secretary
or Assistant Secretary, certifying the number of shares owned by him in the
corporation. Any or all of the signatures on the certificate may be facsimiles.
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 officer, transfer agent, or registrar before such certificate is issued, it
may be issued with the same effect as if he were such officer, transfer agent,
or registrar at the date of issue. Each certificate shall state upon the face or
back thereof, in full or in summary, all of the
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powers, designations, preferences, and rights, and the limitations or
restrictions of the shares authorized to be issued or shall, except as otherwise
required by law, set forth on the face or back a statement that the corporation
will furnish without charge to each shareholder who so requests the powers,
designations, preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of certificates representing stock of the same class and series shall be
identical.
6.2 LOST CERTIFICATES. The corporation may issue a new certificate or
certificates 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. The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to agree to indemnify the corporation in such manner as it shall
require or to give the corporation a surety bond in such form and amount 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.
6.3 TRANSFERS
(a) Transfers of record of shares of stock of the corporation
shall be made only upon its books by the holders thereof, in person or by
attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares.
(b) The corporation shall have power to enter into and perform any
agreement with any number of shareholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such shareholders in any manner not
prohibited by the Act.
6.4 REGISTERED SHAREHOLDERS. The corporation shall be entitled to
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 shall not be
bound to recognize any equitable or other 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 thereof, except as otherwise provided by the laws of Washington.
6.5 EXECUTION OF OTHER SECURITIES. All bonds, debentures and other
corporate securities of the corporation, other than stock certificates (covered
in Section 6.1), may be signed by the Chairman of the Board of Directors, the
President, any Executive Vice President or Vice President, or such other person
as may be authorized by the Board of Directors, and the corporate seal impressed
thereon or a facsimile of such seal imprinted thereon and attested by the
signature of the Secretary or an Assistant Secretary, or the Chief Financial
Officer or Treasurer or an Assistant Treasurer; provided, however, that where
any such bond, debenture or other corporate security shall be authenticated by
the manual signature, or where permissible facsimile signature, of a trustee
under an indenture pursuant to which such bond, debenture or other corporate
security shall be issued, the signatures of the persons signing and attesting
the corporate seal on
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such bond, debenture or other corporate security may be the imprinted facsimile
of the signatures of such persons. Interest coupons appertaining to any such
bond, debenture or other corporate security, authenticated by a trustee as
aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the
corporation or such other person as may be authorized by the Board of Directors,
or bear imprinted thereon the facsimile signature of such person. In case any
officer who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture
or other corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be adopted by
the corporation and issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used thereon had not ceased to
be such officer of the corporation.
ARTICLE 7
BOOKS AND RECORDS
7.1 BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER. The corporation shall
keep as permanent records minutes of all meetings of its shareholders and Board
of Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors exercising the authority of the Board of Directors on
behalf of the corporation. The corporation shall maintain appropriate accounting
records. The corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each. The corporation shall keep a copy
of the following records at its principal office: the Articles of Incorporation
and all amendments to them currently in effect; the Bylaws and all amendments to
them currently in effect; the minutes of all shareholders' meetings, and records
of all actions taken by shareholders without a meeting, for the past three
years; its financial statements for the past three years, including balance
sheets showing in reasonable detail the financial condition of the corporation
as of the close of each fiscal year, and an income statement showing the results
of its operations during each fiscal year prepared on the basis of generally
accepted accounting principles or, if not, prepared on a basis explained
therein; a list of the names and business addresses of its current directors and
officers; and its most recent annual report delivered to the Secretary of State
of Washington.
7.2 COPIES OF RESOLUTIONS. Any person dealing with the corporation may
rely upon a copy of any of the records of the proceedings, resolutions, or votes
of the Board of Directors or shareholders, when certified by the President,
Secretary or Assistant Secretary.
ARTICLE 8
FISCAL YEAR
The fiscal year of the corporation shall be set by the Board of
Directors.
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ARTICLE 9
CORPORATE SEAL
The Board of Directors may adopt a corporate seal for the corporation
which shall have inscribed thereon the name of the corporation, the year and
state of incorporation and the words "corporate seal".
ARTICLE 10
INDEMNIFICATION
10.1 RIGHT TO INDEMNIFICATION. The power, right and obligation of the
corporation to indemnify any director of the corporation shall be as set forth
in Article VII of the Articles of Incorporation.
10.2 NONEXCLUSIVITY OF RIGHTS. The right to indemnification and the
advancement of expenses conferred in Article VII of the Articles of
Incorporation shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Articles of
Incorporation or Bylaws of the corporation, general or specific action of the
Board of Directors, contract or otherwise.
10.3 INSURANCE, CONTRACTS AND FUNDING. 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 who, while a
director, officer, employee or agent of the corporation, is or was serving at
the request of the corporation as an agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against any expense, liability or loss asserted against or incurred
by the individual in that capacity or arising from the individual's status as a
director, officer, employee or agent, whether or not the corporation would have
the power to indemnify such person against such expense, liability or loss under
the Washington Business Corporation Act. The corporation may enter into
contracts with any director, officer, employee or agent of the corporation in
furtherance of the provisions of Article VII of the Articles of Incorporation
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
Article VII of the Articles of Incorporation.
10.4 INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS OF THE
CORPORATION. The corporation may, by action of the Board of Directors, grant
rights to indemnification and advancement of expenses to officers, employees and
agents of the corporation with the same scope and effect as the provisions of
Article VII of the Articles of Incorporation with respect to the indemnification
and advancement of expenses of directors of the corporation or pursuant to
rights granted pursuant to, or provided by, the Washington Business Corporation
Act or otherwise.
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10.5 PERSONS SERVING OTHER ENTITIES. Any individual who is or was a
director, officer or employee of the corporation who, while a director, officer
or employee of the corporation, is or was serving (a) as a director or officer
of another foreign or domestic corporation of which a majority of the shares
entitled to vote in the election of its directors is held by the corporation,
(b) as a trustee of an employee benefit plan and the duties of the director or
officer to the corporation also impose duties on, or otherwise involve services
by, the director or officer to the plan or to participants in or beneficiaries
of the plan or (c) in an executive or management capacity in a foreign or
domestic partnership, joint venture, trust or other enterprise of which the
corporation or a wholly owned subsidiary of the corporation is a general partner
or has a majority ownership or interest shall be deemed to be so serving at the
request of the corporation and entitled to indemnification and advancement of
expenses under Article VII of the Articles of Incorporation.
ARTICLE 11
AMENDMENT OF BYLAWS
11.1 These Bylaws may be altered, amended or repealed and new Bylaws may
be adopted by the Board of Directors, except that the Board of Directors may not
repeal or amend any Bylaw that the shareholders have expressly provided, in
amending or repealing such Bylaw, may not be amended or repealed by the Board of
Directors. The shareholders may also alter, amend and repeal these Bylaws or
adopt new Bylaws. All Bylaws made by the Board of Directors may be amended,
repealed, altered or modified by the shareholders.
The foregoing Bylaws were read, approved, and duly adopted by the Board
of Directors, of Costco Wholesale Corporation, on the ___ day of January, 2000,
and the Secretary of the corporation was empowered to authenticate such Bylaws
by his signature below.
--------------------------------------------
Secretary
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<TABLE>
<S> <C>
ARTICLE 1 OFFICES..................................................................2
1.1 Principal Office..............................................................2
1.2 Registered Office and Registered Agent........................................2
1.3 Other Offices.................................................................2
ARTICLE 2 SHAREHOLDERS.............................................................2
2.1 Annual Meeting................................................................2
2.2 Special Meetings..............................................................3
2.3 Notice of Meetings............................................................3
(a) Notice of Special Meeting................................................4
(b) Proposed Articles of Amendment or Dissolution............................4
(c) Proposed Merger, Consolidation, Exchange, Sale, Lease or Disposition.....4
(d) Declaration of Mailing...................................................4
(e) Waiver of Notice.........................................................4
2.4 Quorum........................................................................4
2.5 Voting of Shares..............................................................5
2.6 Adjourned Meetings............................................................5
2.7 Record Date...................................................................5
2.8 Record of Shareholders Entitled to Vote.......................................5
2.9 Action by Shareholders Without a Meeting......................................6
2.10 Proxies.......................................................................6
2.11 Proxies.......................................................................6
2.12 Organization..................................................................6
ARTICLE 3 BOARD OF DIRECTORS.......................................................7
3.1 Management Responsibility.....................................................7
3.2 Number of Directors, Qualification............................................7
3.3 Election......................................................................7
3.4 Vacancies.....................................................................7
3.5 Removal.......................................................................7
3.6 Resignation...................................................................7
3.7 Annual Meeting................................................................8
3.8 Regular Meetings..............................................................8
3.9 Special Meetings..............................................................8
3.10 Notice of Meeting.............................................................8
</TABLE>
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<TABLE>
<S> <C>
3.11 Quorum of Directors...........................................................8
3.12 Presumption of Assent.........................................................9
3.13 Action by Directors Without a Meeting.........................................9
3.14 Telephonic Meetings...........................................................9
3.15 Compensation..................................................................9
3.16 Committees....................................................................9
ARTICLE 4 OFFICERS................................................................11
4.1 Appointment..................................................................11
4.2 Qualification................................................................11
4.3 Officers Designated..........................................................11
(a) Chairman.................................................................11
(b) President................................................................11
(c) Vice Presidents..........................................................12
(d) Secretary................................................................12
(e) Chief Financial Officer..................................................12
(f) Treasurer................................................................13
4.4 Delegation...................................................................13
4.5 Resignation..................................................................13
4.6 Removal......................................................................13
4.7 Vacancies....................................................................13
4.8 Compensation.................................................................13
ARTICLE 5 EXECUTION OF INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE
CORPORATION...............................................................14
5.1 Execution of Corporate Instruments...........................................14
5.2 Voting of Securities Owned by the Corporation................................14
ARTICLE 6 STOCK...................................................................14
6.1 Form and Execution of Certificates...........................................14
6.2 Lost Certificates............................................................15
6.3 Transfers....................................................................15
6.4 Registered Shareholders......................................................15
6.5 Execution of Other Securities................................................15
ARTICLE 7 BOOKS AND RECORDS.......................................................16
</TABLE>
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<TABLE>
<S> <C>
7.1 Books of Accounts, Minutes and Share Register................................16
7.2 Copies of Resolutions........................................................16
ARTICLE 8 FISCAL YEAR.............................................................16
ARTICLE 9 CORPORATE SEAL..........................................................17
ARTICLE 10 INDEMNIFICATION.........................................................17
10.1 Right to Indemnification.....................................................17
10.3 Nonexclusivity of Rights.....................................................17
10.4 Insurance, Contracts and Funding.............................................17
10.5 Indemnification of Employees and Agents of the Corporation...................17
10.6 Persons Serving Other Entities...............................................18
ARTICLE 11 AMENDMENT OF BYLAWS.....................................................18
</TABLE>
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