WASHINGTON MUTUAL, INC.
SECOND QUARTER 2000 AMENDEMENTS TO BYLAWS
(Amendments after September 30, 1999)
ARTICLE IV
Article IV, Section 4.11 of the Corporation's Bylaws was amended, effective
4/18/00, to read as follows:
Section 4.11. AUDIT COMMITTEE. The board of directors, at any regular
meeting of the Board, shall elect from their number an Audit Committee of not
less than three members, none of whom shall be employed by the corporation. At
least annually the Board of Directors shall determine that each Committee member
has the independence and other qualifications set forth in the Charter of the
Audit Committee as approved by the Board, and in any supplemental statement that
the Board may adopt with regard to the composition of the Committee.
The Audit Committee shall have the authorities and responsibilities and
shall perform the functions specified in the Charter of the Audit Committee, as
approved by the Board, and in any supplemental statement that the Board may
adopt with regard to the functions of the Committee.
WASHINGTON MUTUAL, INC.
THIRD QUARTER 1999 AMENDMENTS TO BYLAWS
(Amendments after June 30, 1999)
ARTICLE III
Article III, Section 3.13 of the Corporation's Bylaws was amended, effective
9/21/99, to read as follows:
SECTION 3.13. NOTICE OF NOMINATION. Nominations for the election of
directors and proposals for any new business to be taken up at any annual or
special meeting of shareholders may be made by the board of directors of the
corporation or by any shareholder of the corporation entitled to vote generally
in the election of directors. In order for a shareholder of the corporation to
make any such nomination or proposal at any annual meeting, the shareholder's
nomination or proposal must be in writing and received at the Executive Offices
of the corporation by the Secretary of the corporation not less than 120 days in
advance of the date corresponding to the date in the previous year on which the
corporation's proxy statement was released to security holders in connection
with the previous year's annual meeting of security holders, except that if no
annual meeting was held in the previous year or the date of the annual meeting
has been changed by more than 30 calendar days from the date of the previous
year's annual meeting, a proposal shall be received by the corporation in
accordance with the method set forth hereafter for proposals or nominations in
advance of a special meeting of shareholders. In order for a shareholder of the
corporation to make any nomination or proposal to be taken up at a special
meeting of shareholders, the shareholder's nomination or proposal must be in
writing and received at the Executive Offices of the corporation by the
Secretary of the corporation not less than 45 days nor more than 75 days prior
to any such meeting. Each such notice given by a shareholder with respect to
nominations for the election of directors 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,
and (iii) the number of shares of stock of the corporation which are
beneficially owned by each such nominee.
ARTICLE V
Article V of the Corporation's Bylaws was amended and restated, effective
7/20/99, to read as follows:
ARTICLE V - OFFICERS
SECTION 5.1. RANKS AND TERMS IN OFFICE. The officers of the corporation
shall be a Chief Executive Officer, a Chairman, a President of the Corporation,
a General Auditor, a Controller, and such Vice Chairmen, Group Presidents,
Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice
Presidents, First Vice Presidents or Vice Presidents as the board of directors
may designate and elect, or such other officers as the board of directors may
designate and elect or the Chief Executive Officer may designate and appoint.
Officers shall serve until the termination of their employment or their
earlier removal from service as officers. Any officer may be removed, with or
without cause, by the board of directors, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed. Any
officer who has been elected by the board of directors may be suspended with or
without pay by the Chief Executive Officer, and any other officer may be removed
or suspended with or without pay by the Chief Executive Officer, but such
removal or suspension shall be without prejudice to the contractual rights, if
any, of the person so removed or suspended. The termination of any officer's
employment shall constitute removal of such person from office, effective as of
the date of termination of employment.
SECTION 5.2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
corporation shall have direct supervision and management of its affairs and the
general powers and duties of supervision and management usually vested in the
Chief Executive officer of a corporation, subject to the Bylaws and policies of
the corporation. The Chief Executive Officer shall be ex-officio a member of all
committees except the Audit Committee and the Compensation and Stock Option
Committee. The Chief Executive Officer shall perform such other duties as may be
assigned by the board of directors. In the absence of the Chief Executive
Officer, his duties shall be assumed by the President of the Corporation, and in
their absence such duties shall be assumed by a person designated by the Chief
Executive Officer or the board of directors.
SECTION 5.3. CHAIRMAN. The Chairman shall preside over all meetings of the
board of directors. The Chairman shall preside over all meetings of the
shareholders, which duty shall include the authority to adjourn such meetings.
The Chairman shall perform such other duties as may be assigned by the board of
directors or the Chief Executive Officer, or as may be set forth in the policies
and procedural directives of the corporation. In the event of the Chairman's
incapacity, the Chairman's duties shall be assumed by the Chief Executive
Officer or, in the event of the Chief Executive Officer's incapacity, the duties
of the Chairman shall be assumed by the President of the Corporation, and in
their absence such duties shall be assumed by a person designated by the board
of directors.
SECTION 5.4. PRESIDENT OF THE CORPORATION. The President of the
Corporation shall perform such duties as may be assigned by the Chief Executive
Officer or the board of directors, or as may be set forth in the policies and
procedural directives of the corporation.
SECTION 5.5. GENERAL AUDITOR. The General Auditor shall supervise and
maintain continuous audit control of the assets and liabilities of the
corporation. He shall be responsible only to the board of directors in
coordination with the Chief Executive officer. He shall perform such other
duties as may be assigned to him by the Chief Executive Officer or the President
of the Corporation from time to time, only to the extent that such other duties
do not compromise the independence of audit control.
SECTION 5.6. CONTROLLER. The Controller shall be the chief accounting
officer of the corporation and shall have supervisory control and direction of
the general accounting, accounting procedure, budgeting and general bookkeeping,
and shall be the custodian of the general accounting books, records, forms and
papers. He shall also perform such other duties as may be assigned from time to
time by the Chief Executive Officer, the President of the Corporation, a Vice
Chairman, a Group President, a Senior Executive Vice President or an Executive
Vice President, or as may be set forth in the policies and procedural directives
of the corporation, only to the extent that such other duties do not compromise
the independence of audit control.
SECTION 5.7. VICE CHAIRMEN, GROUP PRESIDENTS, SENIOR EXECUTIVE VICE
PRESIDENTS, EXECUTIVE VICE PRESIDENTS. Any Vice Chairmen, Group Presidents,
Senior Executive Vice Presidents, Executive Vice Presidents shall perform such
duties as may be assigned from time to time by the Chief Executive Officer or
the President of the Corporation, or as may be set forth in the policies and
procedural directives of the corporation.
SECTION 5.8. SENIOR VICE PRESIDENTS, FIRST VICE PRESIDENTS AND VICE
PRESIDENTS. Senior Vice Presidents, First Vice Presidents and Vice Presidents
shall perform such duties as may be assigned from time to time by the Chief
Executive Officer, the President of the Corporation, a Vice Chairmen, a Group
President, a Senior Executive Vice President or a Executive Vice President, or
as may be set forth in the policies and procedural directives of the
corporation.
SECTION 5.9. SECRETARY AND ASSISTANT SECRETARY. The Secretary shall keep
the minutes of all meetings of the board of directors and of the shareholders.
He shall give such notices to the directors as may be required by law or by
these Bylaws. He shall have the custody of the corporate seal, if any, and the
contracts, papers and documents belonging to the corporation. He shall also
perform such other duties as may be assigned from time to time by the Chief
Executive Officer, the President of the Corporation, a Vice Chairman, a Group
President, a Senior Executive Vice President or an Executive Vice President, or
as may be set forth in the policies and procedural directives of the
corporation. In the absence of the Secretary, the powers and duties of the
Secretary shall devolve upon an Assistant Secretary or such person as shall be
designated by the Chief Executive Officer.
SECTION 5.10. COMBINING OFFICES. An officer who holds one office may,
with or without resigning from such existing office, be elected by the board of
directors to hold, in addition to such existing office, the office of Chairman,
Vice Chairman, Group President Senior Executive Vice President, Senior Vice
President, First Vice President or Vice President. An officer who holds one
office may, with or without resigning from such existing office, be appointed by
the Chief Executive Officer to hold, in addition to such existing office,
another office other than the office of Chairman, Vice Chairman, Group President
Senior Executive Vice President, Senior Vice President, First Vice President or
Vice President.
SECTION 5.11. OTHER OFFICERS. The other Officers shall perform such
duties as may be assigned by the Chief Executive Officer, the President of the
Corporation, a Vice Chairman, a Group President, a Senior Executive Vice
President or an Executive Vice President, or as may be set forth in the policies
and procedural directives of the corporation. The Chief Executive Officer may
designate such functional titles to an officer, as the Chief Executive Officer
deems appropriate from time to time.
SECTION 5.12. OFFICIAL BONDS. The corporation may be indemnified in the
event of the dishonest conduct or unfaithful performance of an officer,
employee, or agent by a corporate fidelity bond, the premiums for which may be
paid by the corporation.
SECTION 5.13. EXECUTION OF CONTRACTS AND OTHER DOCUMENTS. The Chief
Executive Officer, the President of the Corporation, or any Vice Chairman, Group
President, or Senior Executive Vice President may from time to time designate
the officers, employees or agents of the corporation who shall have authority to
sign deeds, contracts, satisfactions, releases, and assignments of mortgages,
and all other documents or instruments in writing to be made or executed by the
corporation.
SECTION 5.14. RESIGNATION. Any officer may resign at any time by
delivering written notice to the Chief Executive Officer, the President, the
Secretary or the board of directors, or by giving oral notice at any meeting of
the board. Any such resignation shall take effect at any subsequent time
specified therein, or if the time is not specified, upon delivery thereof and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
SECTION 5.15. COMPENSATION OF OFFICERS AND EMPLOYEES. The compensation
of officers and employees shall be fixed from time to time in such manner as the
board of directors or the Compensation and Stock Option Committee shall
determine. No officer shall be prevented from receiving a salary by reason of
the fact that such officer is also a director of the corporation.
SECTION 5.16. VOTING OF SHARES HELD BY CORPORATION. Shares of another
corporation held by this corporation may be voted in person or by proxy by the
Chief Executive Officer, by the President of the Corporation, by a Vice
Chairman, by a Group President, by a Senior Executive Vice President, by an
Executive Vice President, or by a Senior Vice President.
WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS
(Amendments since the September 28, 1994, adoption of Restated Bylaws; organized
according to the affected article and, within the section for each article,
organized chronologically)
<TABLE>
Date of
Article Effect of Amendment Amendment
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Article II The board of directors of this corporation shall 1/16/96
consist of thirteen (13) directors.
Article II The board of directors of this corporation shall 12/17/96
consist of fifteen (15) directors.
Article II The board of directors of this corporation shall 4/15/97
consist of thirteen (13) directors.
Article II The board of directors of this corporation shall 6/17/97
consist of seventeen (17) directors.
Article II The board of directors of this corporation shall 7/15/97
consist of sixteen (16) directors.
Article II The board of directors of this corporation shall 4/21/98
consist of fifteen (15) directors.
Article II The board of directors of this corporation shall 9/15/98
consist of up to eighteen (18) directors.
</TABLE>
WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS -- PAGE 2
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Article V of the Corporation's Bylaws was amended and restated, effective
6/15/99, to read as follows:
ARTICLE V - OFFICERS
SECTION 5.1. RANKS AND TERMS IN OFFICE. The officers of the corporation
shall be a Chief Executive Officer, a Chairman, a President of the Corporation,
a General Auditor, a Controller, and such Vice Chairmen, Group Presidents,
Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice
Presidents, First Vice Presidents or Vice Presidents as the board of directors
may designate and elect, or such other officers as the board of directors may
designate and elect.
Officers shall serve until the termination of their employment or their
earlier removal from service as officers. Any officer may be removed, with or
without cause, by the board of directors, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed.
SECTION 5.2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
corporation shall have direct supervision and management of its affairs and the
general powers and duties of supervision and management usually vested in the
Chief Executive officer of a corporation, subject to the Bylaws and policies of
the corporation. The Chief Executive Officer shall be ex-officio a member of all
committees except the Audit Committee and the Compensation and Stock Option
Committee. The Chief Executive Officer shall perform such other duties as may be
assigned by the board of directors. In the absence of the Chief Executive
Officer, his duties shall be assumed by the President of the Corporation, and in
their absence such duties shall be assumed by a person designated by the Chief
Executive Officer or the board of directors.
SECTION 5.3. CHAIRMAN. The Chairman shall preside over all meetings of the
board of directors. The Chairman shall preside over all meetings of the
shareholders, which duty shall include the authority to adjourn such meetings.
The Chairman shall perform such other duties as may be assigned by the board of
directors or the Chief Executive Officer, or as may be set forth in the policies
and procedural directives of the corporation. In the event of the Chairman's
incapacity, the Chairman's duties shall be assumed by the Chief Executive
Officer or, in the event of the Chief Executive Officer's incapacity, the duties
of the Chairman shall be assumed by the President of the Corporation, and in
their absence such duties shall be assumed by a person designated by the board
of directors.
SECTION 5.4. PRESIDENT OF THE CORPORATION. The President of the
Corporation shall perform such duties as may be assigned by the Chief Executive
Officer or the board of directors, or as may be set forth in the policies and
procedural directives of the corporation.
WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS -- PAGE 3
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SECTION 5.5. GENERAL AUDITOR. The General Auditor shall supervise and
maintain continuous audit control of the assets and liabilities of the
corporation. He shall be responsible only to the board of directors in
coordination with the Chief Executive officer. He shall perform such other
duties as may be assigned to him by the Chief Executive Officer or the President
of the Corporation from time to time, only to the extent that such other duties
do not compromise the independence of audit control.
SECTION 5.6. CONTROLLER. The Controller shall be the chief accounting
officer of the corporation and shall have supervisory control and direction of
the general accounting, accounting procedure, budgeting and general bookkeeping,
and shall be the custodian of the general accounting books, records, forms and
papers. He shall also perform such other duties as may be assigned from time to
time by the Chief Executive Officer, the President of the Corporation, a Vice
Chairman, a Group President, a Senior Executive Vice President or an Executive
Vice President, or as may be set forth in the policies and procedural directives
of the corporation, only to the extent that such other duties do not compromise
the independence of audit control.
SECTION 5.7. VICE CHAIRMEN, GROUP PRESIDENTS, SENIOR EXECUTIVE VICE
PRESIDENTS, EXECUTIVE VICE PRESIDENTS. Any Vice Chairmen, Group Presidents,
Senior Executive Vice Presidents, Executive Vice Presidents shall perform such
duties as may be assigned from time to time by the Chief Executive Officer or
the President of the Corporation, or as may be set forth in the policies and
procedural directives of the corporation.
SECTION 5.8. SENIOR VICE PRESIDENTS, FIRST VICE PRESIDENTS AND VICE
PRESIDENTS. Senior Vice Presidents, First Vice Presidents and Vice Presidents
shall perform such duties as may be assigned from time to time by the Chief
Executive Officer, the President of the Corporation, a Vice Chairmen, a Group
President, a Senior Executive Vice President or a Executive Vice President, or
as may be set forth in the policies and procedural directives of the
corporation.
SECTION 5.9. SECRETARY AND ASSISTANT SECRETARY. The Secretary shall keep
the minutes of all meetings of the board of directors and of the shareholders.
He shall give such notices to the directors as may be required by law or by
these Bylaws. He shall have the custody of the corporate seal, if any, and the
contracts, papers and documents belonging to the corporation. He shall also
perform such other duties as may be assigned from time to time by the Chief
Executive Officer, the President of the Corporation, a Vice Chairman, a Group
President, a Senior Executive Vice President or an Executive Vice President, or
as may be set forth in the policies and procedural directives of the
corporation. In the absence of the Secretary, the powers and duties of the
Secretary shall devolve upon an Assistant Secretary or such person as shall be
designated by the Chief Executive Officer.
WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS -- PAGE 4
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SECTION 5.10. COMBINING OFFICES. An officer who holds one office may, with
or without resigning from such existing office, be elected by the board of
directors to hold another office.
SECTION 5.11. OTHER OFFICERS. The other Officers shall perform such duties
as may be assigned by the Chief Executive Officer, the President of the
Corporation, a Vice Chairman, a Group President, a Senior Executive Vice
President or an Executive Vice President, or as may be set forth in the policies
and procedural directives of the corporation. The Chief Executive Officer may
designate such functional titles to an officer, as the Chief Executive Officer
deems appropriate from time to time.
SECTION 5.12. OFFICIAL BONDS. The corporation may be indemnified in the
event of the dishonest conduct or unfaithful performance of an officer,
employee, or agent by a corporate fidelity bond, the premiums for which may be
paid by the corporation.
SECTION 5.13. EXECUTION OF CONTRACTS AND OTHER DOCUMENTS. The Chief
Executive Officer, the President of the Corporation, or any Vice Chairman, Group
President, or Senior Executive Vice President may from time to time designate
the officers, employees or agents of the corporation who shall have authority to
sign deeds, contracts, satisfactions, releases, and assignments of mortgages,
and all other documents or instruments in writing to be made or executed by the
corporation.
SECTION 5.14. RESIGNATION. Any officer may resign at any time by
delivering written notice to the Chief Executive Officer, the President, the
Secretary or the board of directors, or by giving oral notice at any meeting of
the board. Any such resignation shall take effect at any subsequent time
specified therein, or if the time is not specified, upon delivery thereof and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
SECTION 5.15. COMPENSATION OF OFFICERS AND EMPLOYEES. The board of
directors shall fix compensation of officers and may fix compensation of other
employees from time to time. No officer shall be prevented from receiving a
salary by reason of the fact that such officer is also a director of the
corporation.
SECTION 5.16. VOTING OF SHARES HELD BY CORPORATION. Shares of another
corporation held by this corporation may be voted in person or by proxy by the
Chief Executive Officer, by the President of the Corporation, by a Vice
Chairman, by a Group President, by a Senior Executive Vice President, by an
Executive Vice President, or by a Senior Vice President.
WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS -- PAGE 5
------------------------------
Article IV, Section 4.3 of the Corporation's Bylaws was amended, effective
4/20/99, to read as follows:
SECTION 4.3 ANNUAL AND OTHER REGULAR MEETINGS. Regular meetings of the
Board shall be held at two-thirty o'clock, or an earlier hour in the discretion
of the Chairman or the President, on the third Tuesday of the months of January,
February, April, June, July, September, October, and December unless such day is
a legal holiday, in which case the meeting shall be held on the first business
day thereafter, or unless such meeting has been canceled by the Chairman or the
President upon giving notice to the members of the Board at least three calendar
days before the date on which such meeting is scheduled. The date of any regular
meeting may be changed to such other date within the month as shall be
determined by the Chairman or the President, or in the absence of the Chairman
or the President, by any three members of the Board, provided notice of the time
and place of such meeting is given as provided in Section 4.4. In each year, the
regular meeting on the day of the Annual Meeting of Shareholders shall be known
as the Annual Meeting of the Board.
WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS -- PAGE 6
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Article IV Sec. 4.14. CORPORATE RELATIONS COMMITTEE The 2/17/98
Section 4.14 Chairman, with the approval of the board of
directors, may appoint from among the members of the board
of the Corporation, a Corporate Relations Committee which
shall consist of no fewer than two Directors and shall
monitor the performance of voluntary commitments that the
Corporation has made to support its communities, and the
contributions by the Corporation to the Washington Mutual
Foundation.
Article IV Section 4.14. CORPORATE RELATIONS COMMITTEE. The 12/16/97
Section 4.14 Chairman, with the approval of the board of
directors, may appoint from among the members of the board
of the Corporation, a Corporate Relations Committee which
shall consist of no fewer than two Directors and shall have
supervisory control and direction of the performance of
voluntary commitments that the Corporation has made to
support its communities, and of contributions by the
Corporation to the Washington Mutual Foundation.
Article IV Section 4.15 CORPORATE DEVELOPMENT COMMITTEE. The 12/16/97
Section 4.15 Chairman, with the approval of the board of
directors, shall appoint from among the members of the
board a Corporate Development Committee which shall consist
of the Chairman of the Board and not less than two other
directors. The Corporate Development Committee shall
exercise all the authority of the Board: (A) with regard to
the authorization of negotiations and approval of the terms
of offers and agreements and of investments relating to
mergers and acquisitions not involving a change of control
of the Corporation; provided, that further action of the
board of directors shall be required for submission to
shareholders of a plan of merger or consolidation; and (B)
with regard to approval of the final terms, rights,
designations and preferences of stock to be issued by the
Corporation, provided, that prior action of the board of
directors shall be required to specify the maximum number
or value of the shares to be issued.
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WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS -- PAGE 7
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Prior Article IV, Section 4.16 OTHER BOARD COMMITTEES. The Board of 12/16/97
Section 4.14 Directors may by resolution designate from among
renumbered as its members such other committees as the Board in
Article IV, its discretion may determine, each of which must
Section 4.16 have two or more members. To the extent provided
in such resolutions, each such committee shall have and may
exercise the authority of the board of directors, except as
limited by applicable law. The designation of any such
committee and the delegation thereto of authority shall not
relieve the Board of Directors, or any members thereof, of
any responsibility imposed by law. In addition, the
Chairman of the Board, with the approval of the Board of
Directors, may appoint from among the members of the Board
such committees as he deems appropriate.
Article IV Section 4.17 COMMITTEE PROCEDURES. Except as 12/16/97
Section 4.17 provided in the bylaws or in specific resolutions
of the Board of Directors, the committees of the Board
shall be governed by the same rules regarding meetings,
action without meetings, notice, waiver of notice, and
quorum and voting requirements as applied to the Board of
Directors.
Prior Article IV, Renumbered as Article IV, Sections 4.18 through 12/16/97
Sections 4.15 4.22, respectively.
through 4.19
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WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS -- PAGE 8
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Article IV Section 4.4. SPECIAL MEETINGS. Special meetings 9/16/97
Section 4.4 of the board of directors may be called by the
board of directors, the chairman of the board, or the
president. The notice of a special meeting of the board of
directors shall state the date and time and, if the meeting
is not exclusively telephonic, the place of the meeting.
Unless otherwise required by law, neither the business to
be transacted at, nor the purpose of, any regular or
special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting. Notice
shall be given by the person or persons authorized to call
such meeting, or by the secretary at the direction of the
person or persons authorized to call such meeting. The
notice may be oral or written. If the notice is orally
communicated in person or by telephone to the director or
to the director's personal secretary or is sent by
electronic mail, telephone or wireless equipment, which
transmits a facsimile of the notice to the director's
electronic mail designation or telephone number appearing
on the records of the corporation, the notice of a meeting
shall be timely if sent no later than twenty-four (24)
hours prior to the time set for such meeting. If the notice
is sent by courier to the director's address appearing on
the records of the corporation, the notice of a meeting
shall be timely if sent no later than three (3) full days
prior to the time set for such meeting. If the notice is
sent by mail to the director's address appearing on the
records of the corporation, the notice of a meeting shall
be timely if sent no later than five (5) full days prior to
the time set for such meeting.
Article V Sec. 5.1 RANKS AND TERMS IN OFFICE. The officers 9/16/97
Sec. 5.1 of the corporation shall be a Chief Executive
Officer, a President, a controller, a General Auditor, a
Secretary and such Executive Vice Presidents, Senior Vice
Presidents, First Vice Presidents, Vice Presidents, or
other officers as the Board may designate.
The officers shall be elected by the board of directors, to
serve, unless earlier removed, until the next annual
meeting of directors and until the appointment and
qualification of their successors. Officers may be
terminated or removed at will at any time.
Article V Sec. 5.8 SENIOR VICE PRESIDENTS, FIRST VICE 9/16/97
Sec. 5.8 PRESIDENTS, AND VICE PRESIDENTS. Any Senior Vice
Presidents, First Vice Presidents, and Vice Presidents
shall perform such duties as may be specified in duly
adopted policies of the corporation or as may from time to
time be assigned to them by the Chief Executive Officer,
the President, or an Executive Vice President.
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WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS -- PAGE 9
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Article V Sec. 5.12 CONTRACTS AND SATISFACTIONS. The Chief 9/16/97
Sec. 5.12 Executive Officer, the President, or any Executive
Vice President may from time to time designate the officers
or employees of Washington Mutual, Inc. who shall have
authority to sign deeds, contracts, satisfactions,
releases, and assignments of mortgages, and all other
instruments in writing to be made or executed by the
corporation.
Article V Section 5.2 CHIEF EXECUTIVE OFFICER. The Chief 4/15/97
Section 5.2 Executive Officer of the corporation shall have
direct supervision and management of its affairs and the
general powers and duties of supervision and management
usually vested in the Chief Executive Officer of a
corporation, subject to the Bylaws of the corporation. He
shall be ex-officio a member of all committees except the
Audit Committee and the Compensation and Stock Option
Committee. The Chief Executive Officer shall perform such
other duties as may be assigned by the board of directors.
In the absence of the Chief Executive Officer, his duties
shall be assumed by the President, and in their absence
such duties shall be assume by a person designated by the
Chief Executive Officer or the board of directors.
</TABLE>
WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS -- PAGE 10
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Article IV Section 4.11. AUDIT COMMITTEE. The board of 2/18/97
Section 4.11 directors, at any regular meeting of the Board,
shall elect from their number an Audit Committee of not
less than three members, none of whom shall be employed by
the corporation. At least annually the Board of Directors
shall determine that each Committee member is independent
of management of the corporation and not a "large customer"
as defined by the Code of Federal Regulations, and that at
least two Committee members have banking or related
financial expertise.
The Audit Committee (a) shall review the basis for
the audited financial statements of the corporation; (b)
shall oversee the corporation's internal control structure,
its accounting and financial reporting process, its
independent audit function, and its compliance with
applicable laws and regulations; (c) shall cause such
examination of the records and affairs of the corporation
to be made for the purpose of determining its financial
condition as is necessary under applicable State and
Federal laws and regulations; (d) shall review compliance
with all corporate policies that have been approved by the
Board; and (e) shall have such other responsibilities as
required by law or regulation or as determined to be
necessary or appropriate in the judgment of the Board or
the Chairperson of the Committee, including but not limited
to ensuring the independence of the corporation's internal
audit functions.
In performing all of its responsibilities, the
Audit Committee may take whatever steps it deems necessary.
Among other things, the Audit Committee shall have
authority to require the assistance of the corporation's
General Auditor, of the corporation's Internal Audit
Department, of management, of the corporation's independent
public accountant, and of outside counsel to perform these
responsibilities.
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WASHINGTON MUTUAL, INC.
AMENDMENTS TO BYLAWS -- PAGE 11
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Article VIII This section is hereby amended so that the 2/20/96
Section 8.6 existing language is retained except that it is
identified as subparagraph (a), the final period in the
paragraph is replaced by a semicolon and the word "or", and
a new subparagraph (b) is added as follows:
(b) The corporation shall pay for or reimburse the
reasonable expenses incurred by any officer or employee of
the corporation, who is not a director, who is a party to a
proceeding in advance of final disposition of the proceeding
if: (1) such person furnishes the corporation with an
affidavit stating that (a) he or she was made a party to a
proceeding because he or she is or was an officer or
employee of the corporation, (b) he or she acted in good
faith, (c) the conduct in question was carried out in his or
her official capacity with the corporation, and (d) his or
her conduct was in the corporation's best interests, (2)
such person furnishes the corporation with a written
undertaking, executed personally, to repay the advance if it
is ultimately determined that such person did not meet the
standard of conduct set forth in the affidavit and (3) such
payment or reimbursement is approved in writing by the
President or the Chief Executive Officer of the corporation,
or by a designee of either of them.
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RESTATED
BYLAWS
OF
WASHINGTON MUTUAL, INC.
Originally adopted on SEPTEMBER 28, 1994
Restated on MARCH 16, 1995
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TABLE OF CONTENTS
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Article I. OFFICES...........................................................................1
Article II. NUMBER OF DIRECTORS..............................................................1
Article III. SHAREHOLDERS....................................................................1
Section 3.1 Annual Meeting................................................................1
Section 3.2 Special Meetings..............................................................1
Section 3.3 Place of Meetings.............................................................1
Section 3.4 Fixing of Record Date.........................................................1
Section 3.5 Voting Lists..................................................................2
Section 3.6 Notice of Meetings............................................................2
Section 3.7 Waiver of Notice..............................................................3
Section 3.8 Manner of Acting; Proxies.....................................................3
Section 3.9 Quorum........................................................................3
Section 3.10 Voting of Shares.............................................................3
Section 3.11 Voting for Directors.........................................................4
Section 3.12 Voting of Shares by Certain Holders..........................................4
Section 3.13 Notice of Nomination.........................................................5
Section 3.14 Action Without a Meeting.....................................................5
Article IV. BOARD OF DIRECTORS...............................................................5
Section 4.1 General Powers................................................................5
Section 4.2 Number, Tenure and Qualification..............................................5
Section 4.3 Annual and Other Regular Meetings.............................................5
Section 4.4 Special Meetings..............................................................6
Section 4.5 Waiver of Notice..............................................................6
Section 4.6 Quorum........................................................................6
Section 4.7 Manner of Acting..............................................................6
Section 4.8 Participation by Conference Telephone.........................................7
Section 4.9 Presumption of Assent.........................................................7
Section 4.10 Action by Board Without a Meeting............................................7
Section 4.11 Audit Committee..............................................................7
Section 4.12 Compensation and Stock Option Committee......................................7
Section 4.13 Directors' Loan & Investment Committee.......................................8
Section 4.14 Other Board Committees.......................................................9
Section 4.15 Resignation..................................................................9
Section 4.16 Removal......................................................................9
Section 4.17 Vacancies....................................................................9
Section 4.18 Compensation.................................................................9
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Section 4.19 Chairman of the Board........................................................9
Article V. OFFICERS.........................................................................10
Section 5.1 Ranks and Terms in Office....................................................10
Section 5.2 Chief Executive Officer......................................................10
Section 5.3 President....................................................................10
Section 5.4 Senior Executive Vice President..............................................10
Section 5.5 Controller...................................................................10
Section 5.6 General Auditor..............................................................10
Section 5.7 Secretary and Assistant Secretary............................................11
Section 5.8 Executive Vice Presidents....................................................11
Section 5.9 Senior Vice Presidents and Vice Presidents...................................11
Section 5.10 Combining Offices...........................................................11
Section 5.11 Other Officers..............................................................11
Section 5.12 Official Bonds..............................................................11
Section 5.13 Contracts and Satisfactions.................................................11
Section 5.14 Resignation.................................................................11
Section 5.15 Compensation of Officers and Employees......................................12
Article VI. SHARES..........................................................................12
Section 6.1 Certificates for Shares......................................................12
Section 6.2 Issuance of Shares...........................................................12
Section 6.3 Beneficial Ownership.........................................................12
Section 6.4 Transfer of Shares...........................................................12
Section 6.5 Lost or Destroyed Certificates...............................................12
Section 6.6 Stock Transfer Records.......................................................12
Article VII. SEAL...........................................................................13
Article VIII. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS......................................................................................13
Section 8.1 Director's Right To Indemnification..........................................13
Section 8.2 Director's Burden of Proof and Procedure For Payment.........................14
Section 8.3 Right of Claimant to Bring Suit..............................................14
Section 8.4 Nonexclusivity of Rights.....................................................14
Section 8.5 Insurance, Contracts and Funding.............................................14
Section 8.6 Indemnification of Officers, Employees and Agents of the Corporation.........15
Section 8.7 Contract Right...............................................................15
Section 8.8 Severability.................................................................15
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Article IX. BOOKS AND RECORDS...............................................................15
Article X. FISCAL YEAR......................................................................15
Article XI. VOTING OF SHARES OF ANOTHER CORPORATION.........................................15
Article XII. AMENDMENTS TO BYLAWS...........................................................16
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BYLAWS
OF
WASHINGTON MUTUAL, INC.
ARTICLE I. OFFICES
The principal office and place of business of the corporation in the
state of Washington shall be located at 1201 Third Avenue, Seattle, Washington
98101.
The corporation may have such other offices within or without the state
of Washington as the board of directors may designate or the business of the
corporation may require from time to time.
ARTICLE II. NUMBER OF DIRECTORS
The board of directors of this corporation shall consist of fifteen (15)
directors.
ARTICLE III. SHAREHOLDERS
SECTION 3.1 ANNUAL MEETING. The annual meeting of the shareholders shall
be held on the third Tuesday in the month of April in each year, beginning with
the year 1995, at 10:00 a.m., or at such other date or time as may be determined
by the board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the state of
Washington, the meeting shall be held on the next succeeding business day. If
the election of directors is not held on the day designated herein for any
annual meeting of the shareholders or at any adjournment thereof, the board of
directors shall cause the election to be held at a meeting of the shareholders
as soon thereafter as may be convenient.
SECTION 3.2 SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes unless otherwise prescribed by statute may be called by
the Chairman, by the board of directors, or by the written request of any
director or holders of at least twenty-five percent (25%) of the votes entitled
to be cast on each issue to be considered at the special meeting.
SECTION 3.3 PLACE OF MEETINGS. Meetings of the shareholders shall be
held at either the principal office of the corporation or at such other place
within or without the state of Washington as the person or persons calling the
meeting may designate.
SECTION 3.4 FIXING OF 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
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shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may fix in advance a date as the record date for any such
determination of shareholders, which date in any case shall not be more than
seventy (70) days and, in the case of a meeting of shareholders, not less than
20 days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend or
distribution, the day before the first notice of a meeting is dispatched to
shareholders or the date on which the resolution of the board of directors
authorizing such dividend or distribution is adopted, as the case may be, shall
be the record date for such determination of shareholders. When a determination
of shareholders entitled to notice of or 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 to a date more than one hundred twenty
(120) days after the date fixed for the original meeting.
The record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent in lieu of
meeting.
SECTION 3.5 VOTING LISTS. At least ten (10) days before each meeting of
the shareholders, the officer or agent having charge of the stock transfer books
for shares of the corporation shall prepare an alphabetical list of all its
shareholders on the record date who are entitled to vote at the meeting or any
adjournment thereof, arranged by voting group, and within each voting group by
class or series of shares, with the address of and the number of shares held by
each, which record for a period of ten (10) days prior to the meeting shall be
kept on file at the principal office of the corporation or at a place identified
in the meeting notice in the city where the meeting will be held. Such record
shall be produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder, shareholder's agent or
shareholder's attorney at any time during the meeting or any adjournment
thereof. Failure to comply with the requirements of this bylaw shall not affect
the validity of any action taken at the meeting.
SECTION 3.6 NOTICE OF MEETINGS. Written or printed notice stating the
date, time and place of a meeting of shareholders and, in the case of a special
meeting of shareholders, the purpose or purposes for which the meeting is
called, shall be given by the person or persons calling the meeting or by the
Secretary at the direction of such person or persons to each shareholder of
record entitled to vote at such meeting (unless required by law to send notice
to all shareholders regardless of whether or not such shareholders are entitled
to vote), not less than ten (10) days and not more than sixty (60) days before
the meeting, except that notice of a meeting to act on an amendment to the
articles of incorporation, a plan of merger or share exchange, a proposed sale,
lease, exchange or other disposition of all or substantially all of the assets
of the corporation other than in the usual course of business, or the
dissolution of the corporation shall be given not less than twenty (20) days and
not more than sixty (60) days before the meeting. Written notice may be
transmitted by: Mail, private carrier or personal delivery; telegraph or
teletype; or telephone, wire or wireless equipment which transmits a
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facsimile of the notice. Such notice shall be effective upon dispatch if sent to
the shareholder's address, telephone number, or other number appearing on the
records of the corporation.
If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting before
adjournment unless a new record date is or must be fixed. If a new record date
for the adjourned meeting is or must be fixed, however, notice of the adjourned
meeting must be given to persons who are shareholders as of the new record date.
SECTION 3.7 WAIVER OF NOTICE. A shareholder may waive any notice
required to be given under the provisions of these bylaws, the articles of
incorporation or by applicable law, whether before or after the date and time
stated therein. A valid waiver is created by any of the following three methods:
(a) in writing signed by the shareholder entitled to the notice and delivered to
the corporation for inclusion in its corporate records; (b) by attendance at the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; or (c) by failure to
object at the time of presentation of a matter not within the purpose or
purposes described in the meeting notice.
SECTION 3.8 MANNER OF ACTING; PROXIES. A shareholder may vote either in
person or by proxy. A shareholder may vote by proxy by means of a proxy
appointment form which is executed in writing by the shareholder, his agent, or
by his duly authorized attorney-in-fact. All proxy appointment forms shall be
filed with the secretary of the corporation before or at the commencement of
meetings. No unrevoked proxy appointment form shall be valid after eleven (11)
months from the date of its execution unless otherwise expressly provided in the
appointment form. No proxy appointment may be effectively revoked until notice
in writing of such revocation has been given to the secretary of the corporation
by the shareholder appointing the proxy.
SECTION 3.9 QUORUM. At any meeting of the shareholders, a majority in
interest of all the shares entitled to vote on a matter by the voting group,
represented in person or by proxy by shareholders of record, shall constitute a
quorum of that voting group for action on that matter. If less than a majority
is represented, a majority of those represented may adjourn the meeting to such
time and place as they may determine, without further notice, except as set
forth in Section 3.6. Once a share is represented at a meeting, other than to
object to holding the meeting or transacting business, it is deemed to be
present for purposes of a quorum for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be fixed for the
adjourned meeting. At such reconvened meeting, any business may be transacted
which might have been transacted at the adjourned meeting. If a quorum exists,
action on a matter 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 the question is one upon which a different vote is
required by express provision of law or of the articles of incorporation or of
these bylaws.
SECTION 3.10 VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except as may be otherwise provided in the articles of
incorporation.
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SECTION 3.11 VOTING FOR DIRECTORS. In the election of directors every
shareholder of record entitled to vote at the election shall have the right to
vote in person the number of shares owned by him for as many persons as there
are directors to be elected and for whose election he has a right to vote.
Shareholders entitled to vote at any election of directors shall have no right
to cumulate votes. In any election of directors the candidates elected are those
receiving the largest numbers of votes cast by the shares entitled to vote in
the election, up to the number of directors to be elected by such shares.
SECTION 3.12 VOTING OF SHARES BY CERTAIN HOLDERS.
3.12.1 Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as the board
of directors of such corporation may determine. A certified copy of a resolution
adopted by such directors shall be conclusive as to their determination.
3.12.2 Shares held by a personal representative, administrator,
executor, guardian or conservator may be voted by such administrator, executor,
guardian or conservator, without a transfer of such shares into the name of such
personal representative, administrator, executor, guardian or conservator.
Shares standing in the name of a trustee may be voted by such trustee, but no
trustee shall be entitled to vote shares held in trust without a transfer of
such shares into the name of the trustee.
3.12.3 Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may be
voted by the receiver without the transfer thereof into his name if authority so
to do is contained in an appropriate order of the court by which such receiver
was appointed.
3.12.4 If shares are held jointly by three or more fiduciaries,
the will of the majority of the fiduciaries shall control the manner of voting
or appointment of a proxy, unless the instrument or order appointing such
fiduciaries otherwise directs.
3.12.5 Unless the pledge agreement expressly provides otherwise,
a shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
3.12.6 Shares held by another corporation shall not be voted at
any meeting or counted in determining the total number of outstanding shares
entitled to vote at any given time if a majority of the shares entitled to vote
for the election of directors of such other corporation is held by this
corporation.
3.12.7 On and after the date on which written notice of
redemption of redeemable shares has been dispatched to the holders thereof and a
sum sufficient to redeem such shares has been deposited with a bank or trust
company with irrevocable instruction and authority to pay the
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redemption price to the holders thereof upon surrender of certificates therefor,
such shares shall not be entitled to vote on any matter and shall be deemed to
be not outstanding shares.
SECTION 3.13 NOTICE OF NOMINATION. Nominations for the election of
directors and proposals for any new business to be taken up at any annual or
special meeting of shareholders may be made by the board of directors of the
corporation or by any shareholder of the corporation entitled to vote generally
in the election of directors. In order for a shareholder of the corporation to
make any such nomination or proposal at any annual meeting, the shareholder must
first give notice thereof in writing, delivered or mailed by first class United
States mail, postage prepaid (the "Required Method of Mailing"), to the
Secretary of the corporation not less than 90 days in advance of the date
corresponding to the date that the corporation's proxy statement was released to
security holders in connection with the previous year's annual meeting of
security holders, except that if no annual meeting was held in the previous year
or the date of the annual meeting has been changed by more than 30 calendar days
from the date of the previous year's annual meeting, a proposal shall be
received by the corporation in accordance with the method set forth hereafter
for proposals or nominations in advance of a special meeting of shareholders.
Notice of shareholder nominations or proposals to be taken up at a special
meeting of shareholders must be delivered or mailed by the Required Method of
Mailing to the Secretary of the corporation not less than ten days nor more than
sixty days prior to any such meeting. Each such notice given by a shareholder
with respect to nominations for the election of directors 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, and (iii) the number of shares of stock of the corporation which
are beneficially owned by each such nominee.
SECTION 3.14 ACTION WITHOUT A MEETING. Any action permitted or required
to be taken at a meeting of the shareholders may be taken without a meeting if
one or more consents in writing setting forth the action so taken shall be
signed by all the shareholders.
ARTICLE IV. BOARD OF DIRECTORS
SECTION 4.1 GENERAL POWERS. The business and affairs of the corporation
shall be managed by its board of directors.
SECTION 4.2 NUMBER, TENURE AND QUALIFICATION. The number of directors
set forth in Article II of these bylaws may be increased or decreased from time
to time by amendment to or in the manner provided in these bylaws. No decrease,
however, shall have the effect of shortening the term of any incumbent director
unless such director resigns or is removed in accordance with the provisions of
these bylaws. The directors shall be classified and shall hold such terms as set
forth in the articles of incorporation. In all cases, directors shall serve
until their successors are duly elected and qualified or until their earlier
resignation, removal from office or death. Directors need not be residents of
the state of Washington or shareholders of the corporation.
SECTION 4.3 ANNUAL AND OTHER REGULAR MEETINGS. Regular meetings of the
board shall be held at two-thirty o'clock, or an earlier hour in the discretion
of the Chairman or the
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President, in the afternoon of the third Tuesday of the months of January,
February, March, April, May, June, July, September, October, and December unless
such day is a legal holiday, in which case the meeting shall be held on the
first business day thereafter, or unless such meeting has been canceled by the
Chairman or the President upon giving notice to the members of the board at
least three calendar days before the date on which such meeting is scheduled.
The date of any regular meeting may be changed to such other date within the
month as shall be determined by the Chairman or the President, or in their
absence by the Senior Executive Vice President, or in the absence of the
Chairman, the President, and the Senior Executive Vice President, by any three
members of the board, provided notice of the time and place of such meeting is
given as provided in Section 4.4. In each year, the regular meeting on the day
of the Annual Meeting of Shareholders shall be known as the Annual Meeting of
the Board.
SECTION 4.4 SPECIAL MEETINGS. Special meetings of the board of directors
may be called by the board of directors, the chairman of the board, or the
president. Notice of special meetings of the board of directors stating the
date, time and place thereof shall be given at least three (3) days prior to the
date set for such meeting by the person or persons authorized to call such
meeting, or by the secretary at the direction of the person or persons
authorized to call such meeting. The notice may be oral or written. Oral notice
may be communicated in person or by telephone, wire or wireless equipment, which
does not transmit a facsimile of the notice. Oral notice is effective when
communicated. Written notice may be transmitted by mail, private carrier, or
personal delivery; telegraph or teletype; or telephone, wire, or wireless
equipment which transmits a facsimile of the notice. Written notice is effective
upon dispatch if such notice is sent to the director's address, telephone
number, or other number appearing on the records of the corporation. If no place
for such meeting is designated in the notice thereof, the meeting shall be held
at the principal office of the corporation. Unless otherwise required by law,
neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.
SECTION 4.5 WAIVER OF NOTICE. Any director may waive notice of any
meeting at any time. Whenever any notice is required to be given to any director
of the corporation pursuant to applicable law, a waiver thereof in writing
signed by the director, entitled to notice, shall be deemed equivalent to the
giving of notice. The attendance of a director at a meeting shall constitute a
waiver of notice of the 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 convened. A director waives objection to consideration
of a particular matter at a meeting that is not within the purpose or purposes
described in the meeting notice, unless the director objects to considering the
matter when it is presented.
SECTION 4.6 QUORUM. A majority of the number of directors specified in
or fixed in accordance with these bylaws shall constitute a quorum for the
transaction of any business at any meeting of directors. If less than a majority
shall attend a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice, and a quorum present at such
adjourned meeting may transact business.
SECTION 4.7 MANNER OF ACTING. 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.
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SECTION 4.8 PARTICIPATION BY CONFERENCE TELEPHONE. Directors may
participate in a regular or special meeting of the board by, or conduct the
meeting through the use of, any means of communication by which all directors
participating can hear each other during the meeting and participation by such
means shall constitute presence in person at the meeting.
SECTION 4.9 PRESUMPTION OF ASSENT. A director who is present at a
meeting of the board of directors at which action is taken shall be presumed to
have assented to the action taken unless such director's dissent shall be
entered in the minutes of the meeting or unless such director shall file his
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
SECTION 4.10 ACTION BY BOARD WITHOUT A MEETING. Any action permitted or
required to be taken at a meeting of the board of directors may be taken without
a meeting if one or more written consents setting forth the action so taken,
shall be signed, either before or after the action taken, by all the directors.
Action taken by written consent is effective when the last director signs the
consent, unless the consent specifies a later effective date.
SECTION 4.11 AUDIT COMMITTEE. The board of directors, at any regular
meeting of the Board, shall elect from their number an Audit Committee of not
less than three members, none of whom shall be employed by the corporation. At
least annually the board of directors shall determine that each Committee member
is independent of management of the corporation and not a "large customer" of
the corporation or any of its subsidiaries as defined by the Code of Federal
Regulations, and that at least two Committee members have banking or related
financial management expertise.
The Audit Committee (a) shall review the basis for the audited financial
statements of the corporation; (b) shall oversee the corporation's adherence to
the laws and regulations governing the corporation's operations; (c) shall
review compliance with all corporate policies that have been approved by the
Board; and (d) shall have such other responsibilities as required by law or
regulation or as determined necessary or appropriate in the judgment of the
Board or the Chairperson of the Committee, including but not limited to ensuring
the independence of the corporation's internal audit functions.
In performing all of its responsibilities, the Audit Committee may take
whatever steps it deems necessary. Among other things, the Audit Committee shall
have authority to require the assistance of the corporation's General Auditor,
of management, of the corporation's independent public accountant, and of
outside counsel to perform these responsibilities.
SECTION 4.12 COMPENSATION AND STOCK OPTION COMMITTEE.
The board of directors at any regular meeting of the board, shall elect
from their number a Compensation and Stock Option Committee which committee
shall have not less than three members, none of whom shall be employed by the
corporation.
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The Compensation and Stock Option Committee shall concern itself with
all forms of compensation and benefits for officers and employees of the
corporation. It shall serve as the Option Committee pursuant to the stock option
plans of the corporation, and shall have oversight of the corporation's pension
and retirement plans and such other plans as are subject to the Employees
Retirement Income Security Act of 1974. The Compensation and Stock Option
Committee shall determine the proper salaries which the Board is to establish
for all officers of the corporation who are in Salary Grade 19 or higher, and
shall have oversight of the determination of the compensation of other officers
and employees of the corporation.
The Compensation and Stock Option Committee shall have all the authority
of the Board of Directors to oversee the administration of and to amend policies
that govern the corporation's employee relations (the "Employee Policies")
following initial approval by the Board.
The compensation and Stock Option Committee shall report to the Board on
any material amendment of the Employee Policies.
SECTION 4.13 DIRECTORS' LOAN & INVESTMENT COMMITTEE. At any regular
meeting of the board, the Chairman of the Board, with the approval of the board
of directors shall appoint from the members of the board a Directors' Loan &
Investment Committee. The Committee shall consist of the Chairman and President
(if he is a member of the board) of the Corporation and certain other members of
the board, a majority of whom shall not be officers of the Corporation. The
Chairman of the Board shall appoint a committee chairman who is not an officer
of the Corporation.
The Committee Chairman shall coordinate with the Corporation's staff in
the preparation of reports for the Committee and the Board.
The Committee shall have oversight of the officers of the Corporation
who are responsible for the loans or investments of the Corporation and for
managing the sale, exchange and other disposition of loans or investments.
Its power shall include, but not be limited to oversight of all
securities and loan investments and dispositions, and all purchases of real
estate and the disposition of all property, real or personal, tangible or
intangible, acquired by the Corporation in satisfaction of debts owing to it or
otherwise (except the Corporation premises or other real property acquired for
use by the Corporation).
In connection with the monitoring of the Corporation's return on
investments in subsidiaries and other Corporations, the Committee shall also
have oversight of the officers of the Corporation who are responsible for such
investments.
The Committee shall have authority to oversee the administration of the
policies that govern the Corporation's loans or investments. The Committee shall
have all the authority of the board of directors to amend such policies
following initial approval by the Board.
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SECTION 4.14 OTHER BOARD COMMITTEES. The board of directors may by
resolution designate from among its members such other committees as the board
in its discretion may determine, each of which must have two (2) or more
members. All committees of the board shall be governed by the same rules
regarding meetings, action without meetings, notice, waiver of notice, and
quorum and voting requirements as applied to the board of directors, except that
unless otherwise specified in the bylaws or the resolution creating the
committee, notice of the date, time and place of the meeting may be given only
one (1) day prior to the date set for the meeting. To the extent provided in
such resolutions, each such committee shall have and may exercise the authority
of the board of directors, except as limited by applicable law. The designation
of any such committee and the delegation thereto of authority shall not relieve
the board of directors, or any members thereof, of any responsibility imposed by
law.
SECTION 4.15 RESIGNATION. Any director may resign at any time by
delivering written notice to the chairman of the board, the president, the
secretary, or the registered office of the corporation, or by giving oral notice
at any meeting of the directors or shareholders. Any such resignation shall take
effect at any subsequent time specified therein, or if the time is not
specified, upon delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 4.16 REMOVAL. At a meeting of the shareholders called expressly
for that purpose, any director or the entire board of directors may be removed
from office, with cause, by a vote of the holders of a majority of the shares
then entitled to vote at an election of the director or directors whose removal
is sought. If the board of directors or any one or more directors is so removed,
new directors may be elected at this same meeting.
SECTION 4.17 VACANCIES. A vacancy on the board of directors may occur by
the resignation, removal or death of an existing director, or by reason of
increasing the number of directors on the board of directors as provided in
these bylaws. Except as may be limited by the articles of incorporation, any
vacancy occurring in the board of directors may be filled by the affirmative
vote of four-fifths of the remaining directors though less than a quorum. A
director elected to fill a vacancy shall be elected for a team of office
continuing only until the next election of directors by shareholders.
If the vacant office was held by a director or elected by holders of one
or more authorized classes or series of shares, only the holders of those
classes or series of shares are entitled to vote to fill the vacancy.
SECTION 4.18 COMPENSATION. By resolution of the board of directors, the
directors may be paid a fixed sum plus their expenses, if any, for attendance at
meetings of the board of directors or committee thereof, or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 4.19 CHAIRMAN OF THE BOARD. The Chairman shall preside at
meetings of the board of directors. In the absence of the Chairman and the Chief
Executive Officer, the directors
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present may select someone from their number to preside. The Chairman shall be
ex-officio a member of all committees, except the Audit Committee and the
Compensation and Stock Option Committee. The Chairman shall perform such other
duties as may be assigned by the board of directors.
ARTICLE V. OFFICERS
SECTION 5.1 RANKS AND TERMS IN OFFICE. The officers of the corporation
shall be a Chief Executive Officer, a President, a Senior Executive Vice
President, a Controller, a General Auditor, a Secretary and such Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, or other officers as the
Board may designate.
The officers shall be elected by the board of directors, to serve,
unless earlier removed, until the next annual meeting of directors and until the
appointment and qualification of their successors. Officers may be terminated or
removed at will at any time.
SECTION 5.2 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
corporation shall have direct supervision and management of its affairs and the
general powers and duties of supervision and management usually vested in the
Chief Executive officer of a corporation, subject to the Bylaws of the
corporation. He shall be ex-officio a member of all committees. The Chief
Executive Officer shall perform such other duties as may be assigned by the
board of directors. In the absence of the Chief Executive Officer, his duties
shall be assumed by the President, and in their absence such duties shall be
assumed by a person designated by the Chief Executive Officer or the board of
directors.
SECTION 5.3 PRESIDENT. The President shall perform such duties as may be
assigned by the Chief Executive Officer or the board of directors. The President
shall preside over all meetings of the shareholders, which duty shall include
the authority to adjourn such meetings.
SECTION 5.4 SENIOR EXECUTIVE VICE PRESIDENT. The Senior Executive Vice
President shall perform such duties as may be assigned to him or her by the
Chief Executive Officer or the President.
SECTION 5.5 CONTROLLER. The Controller shall be the chief accounting
officer of the corporation and shall have supervisory control and direction of
the general accounting, accounting procedure, budgeting and general bookkeeping,
and shall be the custodian of the general accounting books, records, forms and
papers. He shall also perform such other duties as may from time to time be
assigned to him by the Chief Executive Officer, the President, the Senior
Executive Vice President or an Executive Vice President.
SECTION 5.6 GENERAL AUDITOR. The General Auditor shall supervise and
maintain continuous audit control of the assets and liabilities of the
corporation. He shall be responsible only to the board of directors in
coordination with the Chief Executive officer. He shall perform such other
duties as may be assigned to him by the Chief Executive Officer, the President,
the
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Senior Executive Vice President or an Executive Vice President, only to the
extent that such other duties do not compromise the independence of audit
control.
SECTION 5.7 SECRETARY AND ASSISTANT SECRETARY. The Secretary shall keep
the minutes of all meetings of the board of directors and of the shareholders.
He shall give such notices to the directors as may be required by law or by
these Bylaws. He shall have the custody of the corporate seal, if any, and the
contracts, papers and documents belonging to the corporation. He shall also
perform such other duties as may from time to time be assigned to him by the
Chief Executive Officer, the President, the Senior Executive Vice President or
an Executive Vice President. In the absence of the Secretary, the powers and
duties of the Secretary shall devolve upon an Assistant Secretary or such person
as shall be designated by the Secretary or the Chief Executive Officer.
SECTION 5.8 EXECUTIVE VICE PRESIDENTS. Any Executive Vice President
shall perform such duties as may be assigned to him by the Chief Executive
Officer of the President.
SECTION 5.9 SENIOR VICE PRESIDENTS AND VICE PRESIDENTS. Any Senior Vice
Presidents and Vice Presidents shall perform such duties as may be assigned to
them by the Chief Executive Officer, the President, the Senior Executive Vice
President or an Executive Vice President.
SECTION 5.10 COMBINING OFFICES. An officer whom the board of directors
elects or has previously elected to hold one office may be elected by the board
of directors to hold another office, with or without resigning from the previous
office, as the board of directors shall determine upon a recommendation of the
Chief Executive Officer.
SECTION 5.11 OTHER OFFICERS. The other Officers shall perform such
duties as may be assigned to them by the Chief Executive Officer or the
President. The Chief Executive Officer or the President may designate such
functional titles to an Officer as he deems appropriate from time to time.
SECTION 5.12 OFFICIAL BONDS. The corporation may be indemnified in the
event of the dishonest conduct or unfaithful performance of an officer,
employee, or agent by a corporate fidelity bond, the premiums for which may be
paid by the corporation.
SECTION 5.13 CONTRACTS AND SATISFACTIONS. The Chief Executive Officer,
the President, or in their absence the Senior Executive Vice President, shall
from time to time designate the officers or employees who shall have authority
to sign deeds, contracts, satisfactions, releases, and assignments of mortgages,
and all other instruments in writing to be made or executed by the corporation.
SECTION 5.14 RESIGNATION. Any officer may resign at any time by
delivering written notice to the chairman of the board, the President, a
Vice-president, the Secretary or the board of directors, or by giving oral
notice at any meeting of the board. Any such resignation shall take effect at
any subsequent time specified therein, or if the time is not specified, upon
delivery thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
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SECTION 5.15 COMPENSATION OF OFFICERS AND EMPLOYEES. The board of
directors shall fix compensation of officers and may fix compensation of other
employees from time to time. No officer shall be prevented from receiving a
salary by reason of the fact that such officer is also a director of the
corporation.
ARTICLE VI. SHARES
SECTION 6.1 CERTIFICATES FOR SHARES. The shares of the corporation may
be represented by certificates in such form as prescribed by the board of
directors. Signatures of the corporate officers on the certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent,
or registered by a registrar, other than the corporation itself or an employee
of the corporation. All certificates shall be consecutively numbered or
otherwise identified. All certificates shall bear such legend or legends as
prescribed by the board of directors or these bylaws.
SECTION 6.2 ISSUANCE OF SHARES. Shares of the corporation shall be
issued only when authorized by the board of directors, which authorization shall
include the consideration to be received for each share.
SECTION 6.3 BENEFICIAL OWNERSHIP. Except as otherwise permitted by these
bylaws, the person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes. The
board of directors may adopt by resolution a procedure whereby a shareholder of
the corporation may certify in writing to the corporation that all or a portion
of the shares registered in the name of such shareholder are held for the
account of a specified person or persons. Upon receipt by the corporation of a
certification complying with such procedure, the persons specified in the
certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the holders of record of the number of shares specified in
place of the shareholder making the certification.
SECTION 6.4 TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
on surrender for cancellation of the certificate for the shares. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled.
SECTION 6.5 LOST OR DESTROYED CERTIFICATES. In the case of a lost,
destroyed or mutilated certificate, a new certificate may be issued therefor
upon such terms and indemnity to the corporation as the board of directors may
prescribe.
SECTION 6.6 STOCK TRANSFER RECORDS. The stock transfer books shall be
kept at the principal office of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of the person to
whom the shares represented by any certificate, together
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with the class, number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. Except as provided in these bylaws, the
person in whose name shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all purposes.
ARTICLE VII. SEAL
This corporation need not have a corporate seal. If the directors adopt
a corporate seal, the seal of the corporation shall be circular in form and
consist of the name of the corporation, the state and year of incorporation, and
the words "Corporate Seal."
ARTICLE VIII. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
SECTION 8.1 DIRECTOR'S RIGHT TO INDEMNIFICATION. Each person who was or
is made a party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any actual or threatened
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director of the
corporation or, being or having been such a director, he or she is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director or in any other capacity while serving as a director, shall be
indemnified and held harmless by the corporation against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts to be paid in settlement) actually and reasonably incurred
or suffered by such person in connection therewith; provided, however, that (a)
the corporation shall not indemnify any person from or on account of any acts or
omissions of such person finally adjudged to be intentional misconduct or
knowing violation of the law of such person, or from conduct of the person in
violation of RCW 23B.08.310, or from or on account of any transaction with
respect to which it is finally adjudged that such person personally received a
benefit in money, property, or services to which such person was not legally
entitled, and (b) except as provided in subsection 8.3 with respect to
proceedings seeking to enforce rights to indemnification, the corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the board of directors of the corporation.
Such indemnification shall continue as to a person who has ceased to be a
director and shall inure to the benefit of his or her heirs, executors and
administrators. If the Washington Business Corporation Act is amended to
authorize further indemnification of directors, then directors of the
corporation shall be indemnified to the fullest extent permitted by the
Washington Business Corporation Act, as so amended.
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SECTION 8.2 DIRECTOR'S BURDEN OF PROOF AND PROCEDURE FOR PAYMENT.
(a) The claimant shall be presumed to be entitled to
indemnification under this Article upon submission of a written claim (and, in
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition, where the undertaking in (b)
below has been tendered to the corporation) and thereafter the corporation shall
have the burden of proof to overcome the presumption that the claimant is so
entitled.
(b) The right to indemnification shall include the right to be
paid by the corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that the payment of such
expenses in advance of the final disposition of a proceeding shall be made only
upon delivery to the corporation of an undertaking, by or on behalf of such
director, to repay all amounts so advanced if it shall ultimately be determined
that such director is not entitled to be indemnified under this Article or
otherwise.
SECTION 8.3 RIGHT OF CLAIMANT TO BRING SUIT. If a claim under this
Article is not paid in full by the corporation within sixty (60) days after a
written claim has been received by the corporation, except in the case of a
claim for expenses incurred in defending a proceeding in advance of its final
disposition, in which case the applicable period shall be twenty (20) days, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, to the extent successful in whole or
in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. Neither the failure of the corporation (including its
board of directors, its shareholders or independent legal counsel) to have made
a determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances nor an actual determination by the corporation (including its
board of directors, its shareholders or independent legal counsel) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses shall be a defense to the action or create a presumption
that the claimant is not so entitled.
SECTION 8.4 NONEXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article 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, Bylaws, agreement, vote of
shareholders or disinterested directors or otherwise.
SECTION 8.5 INSURANCE, CONTRACTS AND FUNDING. The corporation may
maintain insurance, at its expense, to protect itself and any director, officer,
employee or agent of the corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
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, without any shareholder action, enter into
contracts with such director or officer in furtherance of the provisions of this
Article and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to
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ensure the payment of such amounts as may be necessary to effect indemnification
as provided in this Article.
SECTION 8.6 INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS OF THE
CORPORATION. The corporation may, by action of its board of directors from time
to time, provide indemnification and pay expenses in advance of the final
disposition of a proceeding to officers, employees and agents of the corporation
or another corporation, partnership, joint venture trust or other enterprise
with the same scope and effect as the provisions of this Article 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.
SECTION 8.7 CONTRACT RIGHT. The rights to indemnification conferred in
this Article shall be a contract right and any amendment to or repeal of this
Article shall not adversely affect any right or protection of a director of the
corporation for or with respect to any acts or omissions of such director or
officer occurring prior to such amendment or repeal.
SECTION 8.8 SEVERABILITY. If any provision of this Article or any
application thereof shall be invalid, unenforceable or contrary to applicable
law, the remainder of this Article, or the application of such provision to
persons or circumstances other than those as to which it is held invalid,
unenforceable or contrary to applicable law, shall not be affected thereby and
shall continue in full force and effect.
ARTICLE IX. BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its shareholders
and the board of directors and such other records as may be necessary or
advisable.
ARTICLE X. FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.
ARTICLE XI. VOTING OF SHARES OF ANOTHER CORPORATION
Shares of another corporation held by this corporation may be voted by
the Chief Executive Officer, by the President, by the Senior Executive Vice
President, by an Executive Vice President, or by a Senior Vice President, or by
proxy appointment form executed by any of them, unless the directors by
resolution shall designate some other person to vote the shares.
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ARTICLE XII. AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed, and new bylaws may be
adopted, by the board of directors, subject to the concurrent power of the
shareholders, by at least two-thirds affirmative vote of the shares of the
corporation entitled to vote thereon, to alter amend or repeal these bylaws or
to adopt new bylaws.
The undersigned, being the secretary of the corporation, hereby
certifies that these bylaws are the restated bylaws of WASHINGTON MUTUAL, INC.,
adopted by resolution of the directors on September 28, 1994 and amended on
October 19, 1994, November 28, 1994 and December 20, 1994.
DATED this 16th day of March, 1995.
/s/ WILLIAM L. LYNCH
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William L. Lynch, Secretary
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