SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 24, 1998
First Washington Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Washington 0-26584 91-1632900
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
10 S. First Avenue, Walla Walla, Washington 99362
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code) (509) 527-3636
First Savings Bank of Washington Bancorp, Inc.
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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The stockholders of First Savings Bank of Washington Bancorp, Inc., a
Delaware corporation and herein "the Company", approved the reincorporation of
the Company from Delaware to Washington on July 24, 1998. The reincorporation
was effected July 24, 1998 by merging the Company into a wholly owned
subsidiary which was recently formed solely for the purpose of effecting the
reincorporation. The surviving corporation is known as First Washington
Bancorp, Inc., a Washington corporation, and is hereafter referred to as the
"Registrant". Upon consummation of the merger, each share of Common Stock of
the Company, par value $.01 per share, was automatically converted into one
share of Common Stock of the Registrant, par value $.01 per share.
The merger was consummated under the terms and conditions of a Plan of
Merger pursuant to which the Company ceased to exist as a Delaware
corporation, the stockholders of the Company became shareholders of
Registrant, Registrant succeeded to all the assets, liabilities, subsidiaries
and other properties of the Company to the full extent provided by law, and
the rights of the shareholders and internal affairs of the Registrant are
governed by the articles of incorporation and bylaws of Registrant and the
Washington Business Corporation Act, as amended. As a result of the merger,
Registrant has the same business, management, benefit plans, location, assets,
liabilities and net worth as did the Company.
Registrant's Common Stock is deemed registered under Section 12(g) of the
Securities Exchange Act of 1934 by operation of Reg. 240.12g-3(a).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibits
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2. Plan of Merger dated as of May 21, 1998 between First Washington
Bancorp, Inc. and First Savings Bank of Washington Bancorp, Inc.
(filed as Exhibit A to the Company's June 10, 1998 Proxy Statement
and incorporated herein by reference)
3.1 Articles of Incorporation of First Washington Bancorp, Inc. (filed as
Exhibit B to the Company's June 10, 1998 Proxy Statement and
incorporated herein by reference)
3.2 Bylaws of First Washington Bancorp, Inc.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
FIRST WASHINGTON BANCORP, INC.
DATE: July 24, 1998 By: /s/ Gary Sirmon
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Gary Sirmon
President and Chief Executive
Officer
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BYLAWS
OF
FIRST WASHINGTON BANCORP, INC.
ARTICLE I
Principal Office
SECTION 1. Principal Office. The principal office and place of
business of the corporation in the state of Washington shall be located in the
City of Walla Walla, Walla Walla County.
SECTION 2. Other Offices. The corporation may have such other
offices as the board of directors may designate or the business of the
corporation may require from time to time.
ARTICLE II
Shareholders
SECTION 1. Place of Meetings. All annual and special meetings of the
shareholders shall be held at the principal office of the corporation or at
such other place within or without the State of Washington as the board of
directors may determine.
SECTION 2. Annual Meeting. A meeting of the shareholders of the
corporation for the election of directors and for the transaction of any other
business of the corporation shall be held annually at such date and time as
the board of directors may determine.
SECTION 3. Special Meetings. Special meetings of the shareholders
for any purpose or purposes may be called in accordance with the procedures
set forth in the Articles of Incorporation.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with rules prescribed by the presiding officer of the
meeting, unless otherwise prescribed by these Bylaws. The board of directors
shall designate, when present, either the chairman of the board or the
president to preside at such meetings.
SECTION 5. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in the case of a special meeting of shareholders,
the purpose or purposes for which the meeting is called, shall be delivered
not less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of the board,
the president, the secretary, or the directors calling the meeting, to each
shareholder of record entitled to vote at such meeting; provided, however,
that notice of a shareholders' meeting to act on an amendment to the Articles
of Incorporation, a plan of merger or share exchange, a proposed sale of
assets pursuant to Section 23B.12.020 of the Revised Code of Washington or its
successor, or the dissolution of the corporation shall be given no fewer than
20 nor more than 60 days before the meeting date. If mailed, such notice
shall be deemed to be delivered when deposited in the mail, addressed to the
shareholder at the address as it appears on the stock transfer books or
records of the corporation as of the record date prescribed in Section 6 of
this Article II, with postage thereon prepaid. When any shareholders'
meeting, either annual or special, is adjourned for 120 days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting.
It shall not be necessary to give any notice of the time and place of any
meeting adjourned for less than 120 days or of the business to be transacted
at the meeting, other than an announcement at the meeting at which such
adjournment is taken.
SECTION 6. 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 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 shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date in any case
shall be not
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more than 70 days, and in case of a meeting of shareholders, not less than 10
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, 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.
SECTION 7. Voting Lists. At least 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 make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
This list of shareholders shall be kept on file at the home office of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours, for a period of 10 days prior to such meeting.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to inspection by any shareholder during the
entire time of the meeting. The original stock transfer book shall be prima
facie evidence of the shareholders entitled to examine such list or transfer
books or to vote at any meeting of shareholders. Failure to comply with the
requirements of this bylaw shall not affect the validity of any action taken
at the meeting.
SECTION 8. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. The shareholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If a quorum is present or represented at a meeting, a majority of
those present or represented may transact any business which comes before the
meeting, unless a greater percentage is required by law. If less than a
quorum of the outstanding shares is represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been
transacted at the meeting as originally notified, and in the case of any
adjourned meeting called for the election of directors, those who attend the
second of the adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors.
SECTION 9. 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. Proxies solicited on behalf of management shall
be voted as directed by the shareholder or, in the absence of such direction,
as determined by a majority of the board of directors. All proxies shall be
filed with the secretary of the corporation before or at the commencement of
meetings. No proxy may be effectively revoked until notice in writing of such
revocation has been given to the secretary of the corporation by the
shareholder (or his duly authorized attorney in fact, as the case may be)
granting the proxy. No proxy shall be valid after eleven months from the date
of its execution unless it is coupled with an interest.
SECTION 10. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by any officer, agent or proxy as
the Bylaws of such corporation may prescribe, or, in the absence of such
provision, 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 action.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
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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 such
receiver without the transfer thereof into his name if authority so to do is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.
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 giving of a
proxy, unless the instrument or order appointing such fiduciaries otherwise
directs.
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.
Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
SECTION 11. Voting of Shares in the Name of Two or More Persons.
When ownership of stock stands in the name of two or more persons, in the
absence of written directions to the corporation to the contrary, at any
meeting of the shareholders of the corporation any one or more of such
shareholders may cast, in person or by proxy, all votes to which such
ownership is entitled. In the event an attempt is made to cast conflicting
votes, in person or by proxy, by the several persons in whose name shares of
stock stand, the vote or votes to which these persons are entitled shall be
cast as directed by a majority of those holding such stock and present in
person or by proxy at such meeting, but no votes shall be cast for such stock
if a majority cannot agree.
SECTION 12. Voting. Every holder of outstanding shares of capital
stock of the corporation entitled to vote at any meeting shall be entitled to
the number of votes (if any) as set forth in the Articles of Incorporation.
Unless otherwise provided in the Articles of Incorporation, by statute, or by
these Bylaws, a majority of those votes cast by shareholders at a lawful
meeting shall be sufficient to pass on a transaction or matter.
SECTION 13. Informal Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting if
consent in writing, setting forth the action so taken, shall be given by all
of the shareholders entitled to vote with respect to the subject matter.
SECTION 14. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons, other than
nominees for office, as inspectors of election to act at such meeting or any
adjournment thereof. The number of inspectors shall be either one or three.
If the board of directors so appoints either one or three inspectors, that
appointment shall not be altered at the meeting. If inspectors of election
are not so appointed, the chairman of the board or the president may make such
appointment at the meeting. In case any person appointed as inspector fails
to appear or fails or refuses to act, the vacancy may be filled by appointment
by the board of directors in advance of the meeting or at the meeting by the
chairman of the board or the president.
Unless otherwise prescribed by applicable law, the duties of such
inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,
the existence of a quorum, the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges
and questions in any way arising in connection with the right to vote;
counting and tabulating all votes or consents; determining the result; and
such acts as may be proper to conduct the election or vote with fairness to
all shareholders.
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ARTICLE III
Board of Directors
SECTION 1. General Powers. All corporate powers shall be exercised
by, or under authority of, and the business and affairs of the corporation
shall be managed under the direction of, the board of directors. The board of
directors shall annually elect a chairman of the board and a president from
among its members and shall designate, when present, either the chairman of
the board or the president to preside at its meetings.
SECTION 2. Number, Term and Election. The number of directors of
the corporation shall be fixed from time to time exclusively by resolution
adopted by a majority of the total number of the corporation's directors. The
members of each class shall be elected for a term of three years and until
their successors are elected or qualified. One class shall be elected by
ballot annually. The board of directors shall be classified in accordance
with the provisions of the corporation's Articles of Incorporation.
SECTION 3. Regular and Special Meetings. An annual meeting of the
board of directors shall be held without other notice than this bylaw
immediately after the annual meeting of shareholders, and at the same place as
the annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place, for the holding of additional regular meetings
without other notice than such resolution.
Special meetings of the board of directors may be called by or at the
request of the chairman of the board or the president, or by one-third of the
directors. The persons authorized to call special meetings of the board of
directors may fix any place within or without the State of Washington as the
place for holding any special meeting of the board of directors called by such
persons.
Members of the board of directors may participate in regular or special
meetings by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other. Such
participation shall constitute attendance in person, but shall not constitute
attendance for the purpose of compensation pursuant to Section 11 of this
Article III.
SECTION 4. Notice of Special Meeting. Written notice of any special
meeting shall be given to each director at least two days prior thereto
delivered personally or by telegram or at least five days previous thereto
delivered by mail at the address at which the director is most likely to be
reached. If mailed to the address at which the director is most likely to be
reached, such notice shall be deemed to be delivered when deposited in the
mail so addressed, with postage thereon prepaid. Any director may waive
notice of any meeting by a writing filed with the secretary. The attendance
of a director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
SECTION 5. Quorum. A majority of the number of directors fixed in
accordance with Section 2 of this Article III shall constitute a quorum for
the transaction of business at any meeting of the board of directors, but if
less than such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time. Notice of any adjourned
meeting shall be given in the same manner as prescribed by Section 4 of this
Article III.
SECTION 6. Manner of Acting. The act of the majority of the
directors present at a meeting or adjourned meeting at which a quorum is
present shall be the act of the board of directors, unless a greater number is
prescribed by these Bylaws, the Articles of Incorporation or the laws of
Washington.
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SECTION 7. Action Without a Meeting. Any action required or
permitted to be taken by the board of directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors.
SECTION 8. Resignation. Any director may resign at any time by
sending a written notice of such resignation to the principal office of the
corporation addressed to the chairman of the board, the president or the
secretary. Unless otherwise specified therein, such resignation shall take
effect upon receipt thereof by the chairman of the board or the president.
SECTION 9. Removal. A director or the entire board of directors may
be removed only in accordance with the procedures set forth in the Articles of
Incorporation.
SECTION 10. Vacancies. Vacancies of the board of directors may be
filled only in accordance with the procedures set forth in the Articles of
Incorporation.
SECTION 11. Compensation. Directors, as such, may receive a stated
fee for their services. By resolution of the board of directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
actual attendance at each regular or special meeting of the board of
directors. Members of either standing or special committees may be allowed
such compensation for actual attendance at committee meetings as the board of
directors may determine. Nothing herein shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
remuneration therefor.
SECTION 12. Presumption of Assent. A director of the corporation who
is present at a meeting of the board of directors at which action on a
corporation matter is taken shall be presumed to have assented to the action
taken unless his dissent or abstention shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the secretary of the
corporation within five (5) days after the date he receives a copy of the
minutes of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
SECTION 13. Age Limitation. No person 75 years of age or older shall
be eligible for election, re-election, appointment or reappointment to the
board of directors of the corporation. No director shall serve as such beyond
his or her 75th birthday, except that directors serving as such as of the date
of the adoption of these Bylaws may serve the remainder of their terms.
SECTION 14. Qualification. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the
corporation.
SECTION 15. Advisory Directors. The board of directors may by
resolution appoint advisory directors to the board, who shall have such
authority and receive such compensation and reimbursement as the board of
directors shall provide. Advisory director or directors emeriti shall not
have the authority to participate by vote in the transaction of business.
ARTICLE IV
Committees of the Board of Directors
SECTION 1. Appointment. The board of directors may, by resolution
adopted by a majority of the full board, designate one or more committees,
each consisting of two or more directors, to serve at the pleasure of the
board of directors. The board of directors may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of any such committee.
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SECTION 2. Authority. Any such committee shall have all the
authority of the board of directors, except to the extent, if any, that such
authority shall be limited by the resolution appointing the committee; and
except also that no committee shall have the authority of the board of
directors with reference to: the declaration of dividends; the amendment of
the Articles of Incorporation or Bylaws of the corporation, or recommending to
the shareholders a plan of merger, consolidation, or conversion; the sale,
lease, or other disposition of all or substantially all of the property and
assets of the corporation otherwise than in the usual and regular course of
its business; a voluntary dissolution of the corporation; a revocation of any
of the foregoing; the approval of a transaction in which any member of the
committee, directly or indirectly, has any material beneficial interest; the
filling of vacancies on the board of directors or in any committee; or the
appointment of other committees of the board of directors or members thereof.
SECTION 3. Tenure. Subject to the provisions of Section 7 of this
Article IV, each member of a committee shall hold office until the next
regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the committee.
SECTION 4. Meetings. Unless the board of directors shall otherwise
provide, regular meetings of any committee appointed pursuant to this Article
IV shall be at such times and places as are determined by the board of
directors, or by any such committee. Special meetings of any such committee
may be held at the principal executive office of the corporation, or at any
place which has been designated from time to time by resolution of such
committee or by written consent of all members thereof, and may be called by
any member thereof upon not less than one day's notice stating the place,
date, and hour of the meeting, which notice shall be given in the manner
provided for the giving of notice to members of the board of directors of the
time and place of special meetings of the board of directors.
SECTION 5. Quorum. A majority of the members of any committee shall
constitute a quorum for the transaction of business at any meeting thereof.
SECTION 6. Action Without a Meeting. Any action required or
permitted to be taken by any committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of any such committee.
SECTION 7. Resignations and Removal. Any member of any committee may
be removed at any time with or without cause by resolution adopted by a
majority of the full board of directors. Any member of any committee may
resign from any such committee at any time by giving written notice to the
president or secretary of the corporation. Unless otherwise specified, such
resignation shall take effect upon its receipt; the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 8. Procedure. Unless the board of directors otherwise
provides, each committee shall elect a presiding officer from its members and
may fix its own rules of procedure which shall not be inconsistent with these
Bylaws. It shall keep regular minutes of its proceedings and report the same
to the board of directors for its information at the meeting held next after
the proceedings shall have occurred.
ARTICLE V
Officers
SECTION 1. Positions. The officers of the corporation shall be a
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be elected by the board of directors. The board of directors may
also designate the chairman of the board as an officer. The president shall
be the chief executive officer unless the board of directors designates the
chairman of the board as chief executive officer. The president shall be a
director of the corporation. The offices of the secretary and treasurer may
be held by the same person and a vice president may also be either the
secretary or the treasurer. The board of directors may designate one or more
vice presidents as executive vice president or senior vice president. The
board of directors may also elect or authorize the appointment of such other
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officers as the business of the corporation may require. The officers shall
have such authority and perform such duties as the board of directors may from
time to time authorize or determine. In the absence of action by the board of
directors, the officers shall have such powers and duties as generally pertain
to their respective offices.
SECTION 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of the
shareholders. If the election of officers is not held at such meeting, such
election shall be held as soon thereafter as possible. Each officer shall
hold office until his successor shall have been duly elected and qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided. Election or appointment of an officer, employee
or agent shall not of itself create contract rights. The board of directors
may authorize the corporation to enter into an employment contract with any
officer in accordance with applicable law.
SECTION 3. Removal. Any officer may be removed by vote of two-thirds
of the board of directors whenever, in its judgment, the best interests of the
corporation will be served thereby, but such removal, other than for cause,
shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.
SECTION 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.
ARTICLE VI
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. Except as otherwise prescribed by these
Bylaws with respect to certificates for shares, the board of directors may
authorize any officer, employee, or agent of the bank to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation. Such authority may be general or confined to specific
instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name,
unless authorized by the board of directors. Such authority may be general or
confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness in the
name of the corporation shall be signed by one or more officer, employee, or
agent of the corporation in such manner as shall from time to time be
determined by the board of directors.
SECTION 4. Deposits. All funds of the corporation not otherwise
employed shall be deposits from time to time to the credit of the corporation
in any of its duly authorized depositories as the board of directors may
select.
SECTION 5. Shares of Another Corporation. Shares of another
corporation held by this corporation may be voted by the president or any vice
president, or by proxy appointment form by either of them, unless the
directors by resolution shall designate some other person to vote the shares.
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ARTICLE VII
Certificates for Shares and Their Transfer
SECTION 1. Certificates for Shares. The shares of the corporation
shall be represented by certificates signed by the chairman of the board of
directors or by the president or a vice president and by the treasurer or by
the secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. Any or all of the signatures upon a
certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation
itself or an employee of the corporation. If any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before the certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer at the date
of its issue.
SECTION 2. Form of Share Certificates. All certificates representing
shares issued by the corporation shall set forth upon the face or back that
the corporation will furnish to any shareholder upon request and without
charge a full statement of the designations, preferences, limitations, and
relative rights of the shares of each class authorized to be issued, the
variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined, and the
authority of the board of directors to fix and determine the relative rights
and preferences of subsequent series.
Each certificate representing shares shall state upon the face thereof:
that the corporation is organized under the laws of the State of Washington;
the name of the person to whom issued; the number and class of shares; the
date of issue; the designation of the series, if any, which such certificate
represents; the par value of each share represented by such certificate, or a
statement that the shares are without par value. Other matters in regard to
the form of the certificates shall be determined by the board of directors.
SECTION 3. Payment for Shares. No certificate shall be issued for
any shares until such share is fully paid.
SECTION 4. Transfer of Shares. Transfer of shares of capital stock
of the corporation shall be made only on its stock transfer books. Authority
for such transfer shall be given only by the holder of record thereof or by
his legal representative, who shall furnish proper evidence of such authority,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the corporation. Such transfer shall be made only on surrender for
cancellation of the certificate for such shares. The person in whose name
shares of capital stock stand on the books of the corporation shall be deemed
by the corporation to be the owner thereof for all purposes.
SECTION 5. Stock Ledger. The stock ledger of the corporation shall
be the only evidence as to who are the shareholders entitled to examine the
stock ledger, the list required by Section 7 of Article II or the books of the
corporation, or to vote in person or by proxy at any meeting of shareholders.
SECTION 6. Lost Certificates. The board of directors may direct a
new certificate to be issued in place of any certificate theretofore issued by
the corporation alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen, or destroyed. When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate, or his legal representative, to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed.
SECTION 7. Beneficial Owners. 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 shares
on the part of any other person, whether or not the corporation shall have
express or other notice thereof, except as otherwise provided by law.
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ARTICLE VIII
Fiscal Year; Annual Audit
The fiscal year of the corporation shall end on the 31st day of March of
each year. The corporation shall be subject to an annual audit as of the end
of its fiscal year by the independent public accountants appointed by and
responsible to the board of directors.
ARTICLE IX
Dividends
Subject to the terms of the corporation's Articles of Incorporation and
the laws of the State of Washington, the board of directors may, from time to
time, declare, and the corporation may pay, dividends upon its outstanding
shares of capital stock.
ARTICLE X
Corporate Seal
The 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.
ARTICLE XI
Amendments
In accordance with the corporation's Articles of Incorporation, these
Bylaws may be repealed, altered, amended or rescinded by the shareholders of
the corporation only by vote of not less than 80% of the outstanding shares of
capital stock of the corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
shareholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or rescission is included in the notice of such
meeting). In addition, the board of directors may repeal, alter, amend or
rescind these Bylaws by vote of two-thirds of the board of directors at a
legal meeting held in accordance with the provisions of these Bylaws.
* * *
Adopted this 21st day of May, 1998.
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