<PAGE>
-------------------------------
EXHIBIT 3.2
<PAGE>
SECOND RESTATED BYLAWS OF INTERWEST BANCORP, INC.
The following constitute the Second Restated Bylaws of InterWest
Bancorp, Inc., a Washington Corporation.
1. OFFICES
The principal office of the corporation in the State of Washington
shall be located at 1259 West Pioneer Way, Oak Harbor, Washington
98277, or at such other location as may be determined by the board of
directors.
2. SHAREHOLDERS
2.1. ANNUAL MEETING: The annual meeting of shareholders shall be
held on the third Tuesday of January in each year, at 1:30
p.m., or on such other date and at such other 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 properly 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 conveniently may be
held.
2.2. SPECIAL MEETINGS: Special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by statute,
may be called by the president, by the board of directors, or
by the written request of holders of not less than a majority
of all the shares of the bank entitled to vote at the meeting.
2.3. PLACE OF MEETING: All meetings of the shareholders shall be
held at the principal place of business of the corporation, or
at such other place as shall be determined from time to time
by the board of directors. The place at which the meeting of
shareholders will be held shall be stated in the notice of
this meeting.
2.4. NOTICE OF MEETING: Written or printed notice stating the
place, day and hour of a meeting of shareholders and, in case
of a special meeting of shareholders, the purpose or purposes
for which the meeting is called shall be delivered to each
shareholder entitled to vote at such meeting, not less than 10
days and no more than 50 days before the meeting, either
personally or by mail, by the secretary or at the direction of
the person or persons calling the meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his
address as it appears on the stock transfer records of the
bank, with postage thereon prepaid.
2.5. CLOSING OF STOCK TRANSFER RECORDS OR FIXING OF RECORD DATE:
For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of
1
<PAGE>
shareholders or any adjournment thereof, or shareholders
entitle 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 provide that the stock
transfer records of the corporation shall be closed for a
stated period but not to exceed in any case 50 days. If the
stock transfer records shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at
least 10 days immediately preceding such meeting. In lieu of
closing the stock transfer records, the board of directors may
fix, in advance, a date as the record date for any such
determination of shareholder, which date in any case shall not
be more than 50 days and, in case of a meeting of
shareholders, not less than 10 days prior to the date on which
the particular action requiring such determination of
shareholders entitled to notice of, or to vote at, a meeting
of shareholders, or shareholders entitled to receive payment
of a dividend. When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to
any adjournment thereof.
2.6. VOTING LISTS: At least 10 days before each meeting of the
shareholders, the officer or agent having charge of the stock
transfer records for shares of the corporation shall make a
complete record of the shareholders entitled to vote at the
meeting or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by
each, which record for a period of 10 days prior to the
meeting shall be kept on file at the registered office of the
corporation. 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 for any proper purpose during
the whole time of the meeting. Failure to comply with the
requirements of this bylaw shall not affect the validity of
any action taken at the meeting.
2.7. QUORUM: One-third 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 sufficient shares to leave less than a quorum.
If less than one-third of the outstanding shares are
represented at a meeting, the meeting may be adjourned to such
time and place as may be determined, with the approval of a
majority of the shares represented at the meeting, without
further notice, except that any meeting at which directors are
to be elected shall be adjourned only from day to day until
such directors have been elected. At any 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 called, 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 of the purpose
of electing directors.
2
<PAGE>
2.8. PROXIES: A shareholder of record may vote either in person or
by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. All proxies shall be filed with
the secretary of the corporation before or at the commencement
of meetings. No unrevoked proxy shall be valid after 11 months
from the date of its execution unless otherwise expressly
provided in the proxy.
2.9. VOTING OF SHARES: Each outstanding share, shall be entitled to
one vote on each matter submitted to a vote of the
shareholders at a meeting of shareholders. In the election of
directors, every shareholder of record entitled to vote at the
meeting of shareholders shall have the right to vote the
number of shares owned by him for as many persons as there are
directors to be elected by the holders of such shares.
Cumulative voting shall not be permitted in the election of
directors.
2.10. VOTING OF SHARES BY CERTAIN HOLDERS:
2.10.1. Shares standing in the name of another corporation,
domestic or foreign, may be voted by such 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 action taken by the
corporations shall be conclusively as to proper
authorization by the corporation.
2.10.2. Shares held by an administrator, executor, guardian
or conservator may be voted by such person, either in
person or by proxy, upon delivery of appropriate
evidence of such person's authority to act as
administrator, executor, guardian or conservator.
Shares standing in the name of a trustee may be voted
by such person, either in person or by proxy.
2.10.3. Shares held by 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 the name of the receiver if
authority so to do be contained in an appropriate
order of the court by which such receiver was
appointed.
2.10.4. 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 the
giving of a proxy, unless the instrument or order
appointing such fiduciaries directs otherwise.
2.10.5. Treasury shares shall not be voted at any meeting or
counted in determining the total number of
outstanding shares entitled to vote at any meeting of
shareholders.
2.10.6. Shares of another corporation held by this
corporation may be voted by the chairman of the
board, the president or any executive vice president,
or by proxy executed by any such officer, unless the
board of directors by
3
<PAGE>
resolution shall designate some other person to vote shares
held by the corporation.
2.11. 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 a consent in writing setting forth
such action shall be signed by all the shareholders entitled
to vote with respect to the subject matter thereof.
2.12. NOTICE FOR NOMINATIONS AND PROPOSALS:
2.12.1. 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 shareholders of the corporation entitled to vote
generally in the election of directors. In order for
a shareholder of the corporation to make any such
nominations and/or proposals, he or she shall give
notice thereof in writing, delivered or mailed by
first class United States mail, postage prepaid, to
the Secretary of the corporation not less than thirty
days nor more than sixty days prior to any such
meeting; provided, however, that if less than
thirty-one days' notice of the meeting is given to
shareholders, such written notice shall be delivered
or mailed, as prescribed, to the Secretary of the
corporation not later than the close of the tenth day
following the day on which notice of the meeting was
mailed to shareholders. Each such notice given by a
shareholder with respect to nominations for 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
nominees, (iii) the number of shares of stock of the
corporation which are beneficially owned by each such
nominee, (iv) such other information as would be
required to be included in a proxy statement
soliciting proxies for the election of the proposed
nominee pursuant to Regulations 14A of the Securities
Exchange Act of 1934, as amended, including without
limitation, such person's written consent to be named
in the proxy statement as a nominee and to serving as
a director, if elected, and (v) as to the shareholder
giving such notice (a) his name and address as they
appear of the corporation's books, and (b) the class
and number of shares of the corporation which are
beneficially owned by such shareholder. In addition,
the shareholder making such nomination shall promptly
provide any other information reasonably requested by
the corporation.
2.12.2. Each such notice given by a shareholder to the
Secretary with respect to business proposals to bring
before a meeting shall set forth in writing as to
each matter: (i) a brief description of the business
desired to be brought before the meeting and the
reasons for conducting such business at the
4
<PAGE>
meeting, (ii) the name and address, as they appear on
the corporation's books, of the shareholder proposing
such business; (iii) the class and number of shares
of the corporation which are beneficially owned by
the shareholder, and (iv) any material interest of
the shareholder in such business. Notwithstanding
anything in these Bylaws to the contrary, no business
shall be conducted at the meeting except in
accordance with the procedures set forth in this
Article.
2.12.3. The Chairman of the annual or special meeting of
shareholders may, if the facts warrant, determine and
declare to the meeting that a nomination or proposal
was not made in accordance with the foregoing
procedure, and, if he should so determine, he shall
so declare to the meeting and the defective
nomination or proposal shall be disregarded and laid
over for action at the next succeeding adjourned
special or annual meeting of the shareholders taking
place thirty days or more thereafter. This provision
shall not require the holding of any adjourned or
special meeting of shareholders for the purpose of
considering such defective nomination or proposal.
3. BOARD OF DIRECTORS
3.1. GENERAL POWERS: The business and affairs of the corporation
shall be managed by the board of directors.
3.2 NUMBER, TENURE AND QUALIFICATIONS:
3.2.1. The board of directors shall consist of nine members,
a majority of which shall not be officers or
employees of the corporation or any of its
subsidiaries. The number of directors may at any time
be increased or decreased by the board of directors
at any regular or special meeting of the board of
directors, provided that no decrease shall have the
effect of shortening the term of any incumbent
director except as provided in Section 3.9 of this
Article 3.
3.2.2. Directors shall be elected to staggered terms so that
one-third of the directors, or as near as may be, are
elected each year. If additional directors are added
to the board, the terms of those directors shall be
staggered so that approximately one-third of the
directors are elected each year. Unless removal in
accordance with the corporation's Articles of
Incorporation each director shall hold office until
his successor shall have been elected and qualified.
3.2.3. A person shall not be a director of the corporation
if the person has been adjudicated bankrupt, or has
taken the benefit of any assignment for the benefit
of creditors, or has suffered a judgment recovered
against him for a sum of money to remain unsatisfied
of record or unsuperseded on appeal
5
<PAGE>
for a period of more than three months. A person
shall not be a director of the corporation if the
person (1) is not a resident of a state of the
United States; (2) has been adjudicated a bankrupt
or has taken the benefit of any insolvency law, or
has made a general assignment for the benefit of
creditors; (3) has suffered a judgment recovered
against him for a sum of money to remain unsatisfied
of record or unsecured on appeal for a period of
more than three months; (4) is a trustee, officer,
clerk or other employee of a savings bank that is
not controlled by the corporation.
3.2.4. Oath. Each director upon election shall take an oath
that he will, so far as it devolves on him,
diligently and honestly administer the affairs of the
corporation, and will not knowingly violate, or
wiling permit to be violated, any of the provision of
law applicable to such corporation. Further, upon
such election, each director shall sign a statement
certifying compliance with the foregoing
qualifications as a director.
3.2.5. Age. No person shall be eligible for initial election
as a director who is 72 years of age or more and no
person shall continue to serve as a director who is
75 years of age or more and the office of such
director shall become vacant on the last day of the
month in which such director reaches his 75th
birthday.
3.3. MEETINGS: An annual meeting of the board of directors and of
any committee designated by the board of directors shall be
held, without other notice than this bylaw, immediately after
and at the same place as the annual meeting of shareholders.
The board of directors may provide, by resolution, the notice,
if any, required, and the time and place, either within or
without the State of Washington, for holding any other regular
meeting of the board of directors, the chairman, the
president, the board of directors or any director may call a
special meeting of directors.
3.4. NOTICE: Notice of special meetings of the board of directors
giving the time and place thereof shall be provided to each
director at least one day 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 the meeting, either by personal
delivery, mail or telegram addressed to the last known address
of such director, or by personal telephone call or any other
means sufficient to permit attendance at the meeting. If
mailed, notice shall be deemed to be delivered when deposited
in the United States mail, postage prepaid, so addressed to
the director. If notice is by telegram, notice shall be deemed
delivered when the telegram is delivered to the telegraph
office for transmission. If notice is by personal telephone
call or other means, the information concerning the meeting
shall be given to the director personally and an affidavit of
the person giving such notice shall be included in the minute
book with the minutes of the meeting. If no place for a
special meeting is designated in the notice thereof, the
meeting shall be held at the principal place of business of
the corporation. A
6
<PAGE>
waiver of notice signed by the director or directors, whether
before or after the time state for meeting, shall be
equivalent to the giving of notice. The attendance of
a director or a committee member at a meeting shall constitute
a waiver of notice of the meeting except where a director or
committee member attends a meeting for the express purpose of
objecting to the transaction of any business because the
meeting is not lawfully convened. 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
or any committee designated by the board of directors need to
be specified in the notice or waiver or such notice of such
meeting.
3.5. QUORUM: A majority of the number of directors fixed by or in
the manner provided in these bylaws shall constitute a quorum
for the transaction of any business at any meeting of the
directors. If less than such 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.
3.6. 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. Members of
the board of directors or any committee designated by the
board of directors may participate in a meeting of such board
or committee by means of a conference telephone or similar
communication equipment by which all persons participating in
the meeting can hear each other at the same time;
participating by such means shall constitute presence in
person at a meeting. Notwithstanding the foregoing, the
following decisions shall require the act of 2/3 of the
directors present:
3.6.1. approval of any plan of merger, consolidation or
exchange involving the corporation; and
3.6.2. the sale of substantially all of the assets of the
corporation.
3.7. INFORMAL ACTION: Any action permitted or required to be taken
at a meeting of the directors or permitted to be taken at a
meeting of a committee of directors may be taken without a
meeting if a consent in writing setting forth the action so
taken shall be signed by all the directors or all the members
of the committee, as the case may be.
3.8. BOARD COMMITTEES: The board of directors may designate, by
resolution adopted by a majority of the full board of
directors of the corporation, from among its members an
executive committee and one or more other committees, each of
which, to the extent provided in such resolution, shall have
an may exercise the authority of the board of directors,
except as limited by law. The designation of any such
committee and the delegation thereto of authority shall not
relieve the board of directors, or any member thereof, of any
responsibility imposed by law.
7
<PAGE>
The executive committee shall be three members of the board
if the board consists of seven or fewer members; and the
executive committee shall consist of four members of the board
if the board consists of eight or more members.
3.9. REMOVAL: A director may be removed from office only in the
manner prescribed by the corporation's Articles of
Incorporation.
3.10. VACANCIES: Any vacancy occurring in the board of directors may
be filled by the affirmative vote of a majority of the
remaining directors through less than a quorum of the board of
directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.
Any vacancy to be filled by reason of an increase in the
number of directors shall be filled by the board of directors
for a term of office continuing only until the next election
of directors by shareholders.
3.11. COMPENSATION: The directors may be paid their expenses, if
any, for attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of
the Board of Directors, as stated retainer as Directors and/or
such other compensation as may be fixed by the Board of
Directors by Resolution. Members of special or standing
committees may be allowed like compensation for serving on
committees of the Board of Directors. No such payments shall
preclude any Director from serving the Corporation or any of
its subsidiaries in any other capacity and receiving
compensation therefore.
4. OFFICERS
4.1. NUMBER: The officers of the corporation may include a chief
executive officer, chief operations officer, chairman of the
board of directors, president, one or more executive vice
presidents, one or more senior vice presidents, one or more
vice presidents, a secretary and a treasurer, each of whom
shall be elected by the board of directors. Such other
officers as may be deemed necessary or appropriate may be
elected or appointed by the board of directors with the power
and authority of such officer being established at the time
such officer is established. Except for the offices of
president and secretary, any two or more offices may be held
by the same person. Assistant vice presidents shall not be
considered as officers of the corporation.
4.2. ELECTION AND TERM OF OFFICE: The officers of the corporation
to be elected by the board of directors may be elected for
such term as the board may deem advisable or may be elected to
serve for an indefinite term at the pleasure of the board.
Officers of the corporation shall be elected at the first
meeting of directors following the expiration of the term of
office. Each officer shall hold office until his successor
shall have been duly elected and qualified regardless of his
term of office, except in the event of his prior death or
resignation or his removal in the manner hereinafter provided.
8
<PAGE>
4.3. REMOVAL: Any officer or agent elected, or appointed by the
board of directors may be removed by the board of directors
whenever in its judgment the best interest of the bank would
be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
Election or appointment of any officer or agent shall not of
itself create contract rights.
4.4. 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.
4.5. CHAIRMAN OF THE BOARD: The chairman of the board, if there be
such an officer, shall, if present, preside at all meetings of
the board of directors, and exercise and perform such other
powers and duties as may be determined from time to time by
the board of directors.
4.6. CHIEF EXECUTIVE OFFICER: The chief executive officers shall
exercise and perform all duties incident to such office and
such duties as may be determined from time to time by the
board of directors.
4.7. CHIEF OPERATING OFFICER: The chief operating officer shall
exercise and perform all duties incident to such office and
such duties as may be determined from time to time by the
board of directors.
4.8. PRESIDENT: The president shall exercise and perform such
powers and duties as may be determined from time to time by
the board of directors. He may sign, with the secretary or any
other proper offices of the corporation, certificates for
shares of the corporation. In general, he shall perform all
duties incident to the office and such duties as may be
prescribed by resolution of the board of directors from time
to time.
4.9. THE EXECUTIVE VICE PRESIDENTS AND/OR SENIOR VICE PRESIDENTS:
The executive vice presidents and/or senior vice presidents,
if any, shall exercise and perform such powers and duties as
may be determined from time to time by the board of directors.
4.10. THE VICE PRESIDENTS: The vice presidents shall exercise and
perform such powers and duties as may be determined from time
to time by the board of directors.
4.11. THE SECRETARY: The secretary shall keep the minutes of the
proceedings of the shareholder and board of directors, shall
give notices in accordance with the provisions of these bylaws
and as required by law, shall be custodian of the corporate
records and of the seal of the corporation, shall keep a
record of the names and addresses of all shareholders and the
number and class of shares held by each, have general charge
of the stock transfer records of the corporation, may sign
with the corporation, deeds and mortgages, bonds, contracts or
other instruments which shall have been authorized by
resolution of the board of
9
<PAGE>
directors, and in general shall perform all duties incident to
the office of secretary and such other duties as from time to
time may be assigned by the board of directors.
4.12. THE TREASURER: If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of this
duties in such sum and with such surety or sureties as the
board of directors shall determine. He shall have charge and
custody of and be responsible for keeping correct and complete
books and records of account, for all funds and securities of
the corporation, receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, deposit
all such moneys in the name of the corporation in the banks,
trust companies or other such moneys in the name of the
corporation in banks, trust companies or other depositories as
shall be selected in accordance with the provisions of these
bylaws, and in general perform all of duties incident to the
office of treasurer and such other duties as from time to time
may be assigned to him by the board of directors.
4.13. ASSISTANT VICE PRESIDENTS, ASSISTANT SECRETARIES AND ASSISTANT
TREASURERS: The assistant vice presidents, assistant
secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the board
of directors. If required by the board of directors, the
assistant treasurers shall respectively give bonds for the
faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine. Neither
the assistant vice presidents, the assistant secretaries nor
the assistant treasurers shall be considered officers of the
corporation.
4.14. COMPENSATION OF OFFICERS AND EMPLOYEES: Compensation of
officers and other employees may be fixed from time to time by
the board of directors. No officer shall be prevented from
receiving a salary because of service as a director of the
corporation.
5. CONTRACTS
5.1. CONTRACTS: The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or
execute deliver any instrument in the name of and on behalf of
the corporation, and that authority may be general or confined
to specific instances.
5.2. CONTRACTS WITH LOANS TO CORPORATE DIRECTORS AND OFFICERS: The
corporation may enter into contracts and otherwise transact
business as vendor, purchaser, or otherwise, with its
directors, officers, and shareholders and with corporations,
associations, firms and entities in which they are, or may
become interested in, as directors, officers, shareholders, or
otherwise, as freely as though such interest did not exist,
except that no loan shall be made by the corporation secured
by its shares. In the absence of fraud, the fact that any
director, officer, shareholder, or any association, firm or
other entity of which any director, officer, or shareholder
10
<PAGE>
is interested, is in any way interest in any transaction or
contract shall not make the transaction or contract void or
voidable, or require the director, officer, or shareholder to
account to this corporation for any profits therefrom if the
transaction or contract is or shall be authorized, ratified,
or approved by either (1) vote of a majority of quorum of the
board of directors, excluding any interested director or
directors, (2) the written consent of the holders of a
majority of the shares entitled to vote, or (3) a general
resolution approving the acts of the directors and officers
adopted by vote of the holders of a majority of the shares
entitled to vote at a meeting of shareholders. All
transactions or contracts, including loans to officers and
directors, made pursuant to this section of these bylaws,
shall be subject to any applicable federal and state laws and
regulations. Nothing herein contained shall create or imply
any liability in the circumstances above described or prevent
the authorization, ratification or approval of such
transactions or contracts in any other manner.
6. SHARES
6.1. The shares of stock issued by the corporation may be either
with or without par value, as authorized by the Articles of
Incorporation. The shareholders at any regular or special
meeting called for that purpose may authorize the issuance of
additional capital stock upon such terms and conditions as may
be included in such authorization. The board of directors may
change the number of authorized shares of stock to effectuate
a split of, or stock dividend in, the corporation's own
shares, and to change the number of authorized shares in
proportion thereto.
6.2. WITHDRAWAL:
6.2.1. Stock shall be paid for in cash or other
consideration at a price not less than the par value
thereof as may be approved by the board of directors.
Stock shall not be subject to withdrawal except upon
liquidation or dissolution and until all claims of
creditors first shall have been fully paid.
6.2.2. Shareholders shall participate in any distribution of
assets upon liquidation or dissolution after payment
has been made in full to all creditors and to all
holders of withdrawable savings.
6.3. CERTIFICATE FOR SHARES: The shares of the corporation shall be
represented by certificates in such form as may be required by
law and signed by the president or executive vice president
and by the secretary or an assistant secretary and may be
sealed with the seal of the corporation or a facsimile
thereof. The signatures of the corporate offices on the
certificate may be facsimiles if the certificate is manually
signed on behalf of an independent transfer agent or
registrar.
6.4. TRANSFER OF SHARES: Transfer of shares of the corporation
shall be made only on the stock transfer records of the
corporation by the holder of record thereof or by his legal
representative who shall furnish proper evidence of authority
to transfer
11
<PAGE>
shares, 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. Except as otherwise permitted by
these bylaws, the person in whose name shares stand on the
stock transfer records of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes. All
certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificates, a new certificate may be
issued therefore upon the terms, including indemnification as
the corporation may request.
6.5. DIVIDENDS: No dividends shall be declared on stock until the
corporation has satisfied any applicable net worth or other
requirements imposed by law. Subject to such requirements,
shares of stock shall be entitled to such dividends, as may be
declared and issued from time to time by the board of
directors.
7. 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."
8. WAIVER
Whenever any notice is required to be given to any shareholder or
director of the corporation, a waiver thereof in writing, signed by the
person or persons entitled thereto, whether before or after the time
stated for such notice, shall be deemed equivalent to the giving of
notice.
9. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
9.1. As used in this article
9.1.1. "Director" means any person who is or was a director
of the corporation and any person who, while a
director of the corporation, is or was serving at the
request of the corporation as a director, officer,
partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, other enterprise, or employee benefit
plan.
9.1.2. "Corporation" includes any domestic or foreign
predecessor entity of the corporation in a merger,
consolidation, or other transaction in which the
predecessor's existence ceased upon consummation of
such transaction.
9.1.3. "Expenses" includes attorneys' fees.
12
<PAGE>
9.1.4. "Official capacity" means: (1) when used with respect
to a director, the office of director in the
corporation and (2) when used with respect to a
person other than a director as contemplated in
subsection 10 of this article, the elective or
appointive office in the corporation held by the
officer or the employment or agency relationship
undertaken by the employee or agent in behalf of the
corporation but in each case does not include service
for any other foreign or domestic corporation or any
partnership, joint venture, trust, other enterprise,
or employee benefit plan.
9.1.5. "Party" includes a person who was, is, or is
threatened to be made, a named defendant or
respondent in a proceeding.
9.1.6. "Proceeding" means any threatened, pending or
completed action, suite or proceeding, whether civil,
criminal, administrative or investigative.
9.2. The corporation shall indemnify any person made a party to any
proceeding (other than a proceeding referred to in subsection
9.3 of this article), by reason of the fact that he is or was
a director, against judgments, penalties, fines, settlements
and reasonable expenses actually incurred by him in connection
with such proceeding if:
9.2.1. He conducted himself in good faith and (1) in the
case of conduct in his own official capacity with the
corporation, he reasonably believed his conduct to be
in the corporation's best interest, or (2) in all
other cases, he reasonably believed his conduct to be
at least not opposed to the corporation's best
interests; and
9.2.2. In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, of itself, be determinative that
the person did not meet the requisite standard of conduct set
forth in this subsection.
9.3. The corporation shall indemnify any person made a party to any
proceeding by or in the right of the corporation by reason of
the fact that he is or was a director against reasonable
expenses actually incurred by him in connection with such
proceeding if he conducted himself in good faith, and
9.3.1. in the case of conduct in his official capacity with
the corporation, he reasonably believed his conduct
to be in its best interests; or
9.3.2. in all cases, he reasonably believed his conduct to
be at least not opposed to its best interest;
PROVIDED THAT no indemnification shall be made
13
<PAGE>
pursuant to this section in respect to any proceeding
in which such person shall have been adjudged to be
liable to the corporation.
9.4. A director shall not be indemnified under subsection 9.2 or
9.3 of this article in respect of any proceeding charging
improper personal benefit to him, whether or not involving
action in his official capacity, in which he shall have been
adjudged to be liable on the basis that personal benefit was
improperly received by him.
9.5. Unless otherwise limited by the articles of incorporation, a
director who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding referred to in
subsection 9.2 or 9.3 of this article shall be indemnified
against reasonable expenses incurred by him in connection with
the proceeding.
9.6. No indemnification under subsection 9.2 or 9.3 of this article
shall be made by the corporation unless authorized in the
specific case after a determination that indemnification of
the director is permissible in the circumstances because he
has met the standard of conduct set forth in the applicable
section. Such determination shall be made:
9.6.1. by the board of directors by a majority vote of a
quorum consisting of directors not at the time
parties to such proceeding; or
9.6.2. if such a quorum cannot be obtained, then by a
majority vote of a committee of the board of
directors, duly designated to act in the matter, by a
majority vote of the full board of directors (in
which designation directors who are parties may
participate), consisting solely of two or more
directors not at the time parties to such proceeding;
or
9.6.3. in a written opinion by legal counsel other than an
attorney, or a firm having associated with it an
attorney, who has been retained by or who has
performed services within the past three years for
the corporation or any party to be indemnified,
selected by the board of directors or a committee
thereof by vote as set forth in 9.6.1 or 9.6.2 of
this subsection, or if the requisite quorum of the
full board of directors cannot be obtained therefore
and such committee cannot be established, by a
majority vote of the full board of directors (in
which selection directors who are parties may
participate); or
9.6.4. by the shareholders.
Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner
as the determination that indemnification is permissible,
except that if the determination that indemnification is
permissible is made by such legal counsel, authorization of
indemnification and determination as to reasonableness of
expenses shall be made
14
<PAGE>
in a manner specified in paragraph 9.6.3 of this subsection
for the selection of such counsel.
9.7. Reasonable expenses incurred by a director who is party to a
proceeding may be paid or reimbursed by the corporation in
advance of the final disposition of such proceeding:
9.7.1. After a determination, made in the manner specified
by subsection 9.6 of this article, that the
information then known to those making the
determination (without undertaking further
investigation for purposes thereof) does not
establish that indemnification would not be
permissible under subsection 9.2 or 9.3 of this
article; or
9.7.2. upon receipt by the corporation of (1) a written
affirmation by the director of his good faith belief
that he has met the standard of conduct necessary for
indemnification by the corporation as authorized in
this article; and (2) a written undertaking by or on
behalf of the director to repay such amount if it
shall ultimately be determined that he has not met
such standard of conduct.
The undertaking required by paragraph 9.7.2 of this subsection
shall be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to
financial ability to make the repayment. Payments pursuant to
this subsection may be authorized in the manner specified in
subsection 9.6 of this article.
9.8. No provision for the corporation to indemnify a director who
is made a party to a proceeding, whether contained in the
articles of incorporation, these bylaws, or resolution of
shareholders or directors, an agreement, or otherwise (except
as contemplated by subsection 9.11 of this article), shall be
valid unless consistent with this article, or to the extent
that indemnity hereunder is limited by the articles of
incorporation, consistent therewith. Nothing contained in this
article shall limit the corporation's ability to reimburse
expenses incurred by a director in connection with his
appearance as a witness in a proceeding at a time when he has
not been made a named defendant or respondent in the
proceeding.
9.9. For purposes of this article the corporation shall be deemed
to have requested a director to serve an employee benefit plan
where the performance by him of his duties to the corporation
also imposes duties on, or otherwise involves services by, him
to the plan or participants or beneficiaries of the plan,;
excise taxes assessed on a director with respect to an
employee benefit plan pursuant to applicable law shall be
deemed "fines"; and action taken or omitted by him with
respect to an employee benefit plan in the performance of his
duties for a purpose reasonably believed by him to be in the
interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to
the best interests of the corporation.
15
<PAGE>
9.10. Unless otherwise limited by the articles of incorporation:
9.10.1. the corporation shall provide indemnification,
including advances of expenses, to an officer,
employee or agent of the corporation to the same
extent that it may indemnify directors pursuant to
this article except that subsection 9.12 of this
article shall not apply to any person other than a
director; and
9.10.2. the corporation, in addition, shall have the power to
indemnify an officer who is not a director, as well
as employees and agents of the corporation who are
not directors, to such further extent, consistent
with law, as may be provided by the articles of
incorporation, these bylaws, general or specific
action of the board of directors, or contract.
9.11. The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation or is or was
serving at the request of the corporation as an officers,
employee or agent of another bank, corporation, partnership,
joint venture, trust, other enterprise, or employee benefit
plan against any liability asserted against him and incurred
by him in any such capacity or arising out of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of
this article.
9.12. Any indemnification of a director in accordance with this
article, including any payment or reimbursement of expenses,
shall be reported to the shareholders with the notice of the
next shareholders meeting, or prior thereto, in a written
report containing a brief description of the proceedings
involving the director being indemnified and the nature and
extent of such indemnification.
10. LOANS AND INVESTMENTS
The funds of the corporation may also be loaned or invested as the
board of directors may from time to time direct, subject to applicable
law.
11. FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.
12. AMENDMENTS TO BYLAWS
These bylaws may be amended or repealed and new bylaws adopted by a
two-thirds majority vote of the directors at any regular or special
meeting of the board of directors or by a majority of votes eligible to
be cast by the shareholders of the corporation at any legal meeting.
16
<PAGE>
13. MISCELLANEOUS
Unless some other meaning and intent is apparent from the context, the
plurals shall include the singular and vice versa, and masculine,
feminine and neuter words shall be used interchangeably.
These Second Restated Bylaws of InterWest Bancorp, Inc. supercede the
original Bylaws of InterWest Bancorp, Inc. and all Amendments thereto.
DATED this _____ day of _____________, 2000.
INTERWEST BANCORP, INC.
/s/
-------------------------------------
Patrick M. Fahey
President and Chief Executive Officer
17
