Bylaws – Costco Wholesale Corp.
BYLAWS OF
COSTCO WHOLESALE CORPORATION
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Article 1 Offices |
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1.1 |
Principal Office |
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1.2 |
Registered Office And Registered Agent |
1 |
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1.3 |
Other Offices |
1 |
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Article 2 Shareholders |
1 |
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2.1 |
Annual Meeting |
1 |
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2.2 |
Special Meetings |
4 |
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2.3 |
Notice of Meetings |
5 |
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(a) Notice of Special Meeting |
6 |
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(b) Proposed Articles of Amendment or Dissolution |
6 |
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(c) Proposed Merger, Consolidation, Exchange, Sale, Lease or Disposition |
6 |
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(d) Declaration of Mailing |
6 |
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(e) Waiver of Notice |
6 |
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2.4 |
Quorum |
7 |
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2.5 |
Voting of Shares |
7 |
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2.6 |
Adjourned Meetings |
7 |
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2.7 |
Record Date |
7 |
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2.8 |
Record of Shareholders Entitled To Vote |
8 |
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2.9 |
Action By Shareholders Without A Meeting |
8 |
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2.10 |
Proxies |
8 |
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2.11 |
Organization |
8 |
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Article 3 Board of Directors |
9 |
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3.1 |
Management Responsibility |
9 |
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3.2 |
Number of Directors, Qualification |
9 |
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3.3 |
Election |
9 |
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3.4 |
Vacancies |
9 |
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3.5 |
Removal |
9 |
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3.6 |
Resignation |
10 |
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3.7 |
Annual Meeting |
11 |
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3.8 |
Regular Meetings |
11 |
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3.9 |
Special Meetings |
11 |
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3.10 |
Notice of Meeting |
11 |
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3.11 |
Quorum of Directors |
11 |
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3.12 |
Presumption of Assent |
12 |
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3.13 |
Action By Directors Without A Meeting |
12 |
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3.14 |
Telephonic Meetings |
12 |
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3.15 |
Compensation |
12 |
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3.16 |
Committees |
12 |
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Article 4 Officers |
13 |
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4.1 |
Appointment |
13 |
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4.2 |
Qualification |
13 |
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4.3 |
Officers Designated |
13 |
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(a) Chairman |
14 |
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(b) President |
14 |
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(c) Executive Vice Presidents |
14 |
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(d) Secretary |
14 |
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(e) Chief Financial Officer |
15 |
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(f) Treasurer |
15 |
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4.4 |
Delegation |
15 |
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4.5 |
Resignation |
16 |
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4.6 |
Removal |
16 |
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4.7 |
Vacancies |
16 |
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4.8 |
Compensation |
16 |
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Article 5 Execution of Instruments and Voting of Securities Owned By The |
16 |
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5.1 |
Execution of Corporate Instruments |
16 |
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5.2 |
Voting of Securities Owned By The Corporation |
16 |
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Article 6 Stock |
17 |
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6.1 |
Form and Execution of Certificates |
17 |
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6.2 |
Lost Certificates |
17 |
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6.3 |
Transfers |
17 |
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6.4 |
Registered Shareholders |
18 |
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6.5 |
Execution Of Other Securities |
18 |
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Article 7 Books And Records |
18 |
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7.1 |
Books Of Accounts, Minutes And Share Register |
18 |
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7.2 |
Copies Of Resolutions |
19 |
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Article 8 Fiscal Year |
19 |
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Article 9 Corporate Seal |
19 |
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Article 10 Indemnification |
19 |
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10.1 |
Right To Indemnification |
19 |
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10.2 |
Nonexclusivity Of Rights |
19 |
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10.3 |
Insurance, Contracts And Funding |
19 |
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10.4 |
Indemnification Of Officers, Employees And Agents Of The Corporation |
20 |
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10.5 |
Persons Serving Other Entities |
20 |
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Article 11 Amendment Of Bylaws |
20 |
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iv
BYLAWS OF
COSTCO WHOLESALE CORPORATION
These Bylaws are promulgated pursuant to the Washington Business Corporation
Act, as set forth in Title 23B of the Revised Code of Washington.
ARTICLE 1
OFFICES
1.1 PRINCIPAL OFFICE. The principal office of the
corporation shall be located at 999 Lake Drive, Issaquah, Washington 98027.
1.2 REGISTERED OFFICE AND REGISTERED AGENT. The registered
office of the corporation shall be located in the State of Washington at such
place as may be fixed from time to time by the Board of Directors upon filing of
such notices as may be required by law, and the registered agent shall have a
business office identical with such registered office. Any change in the
registered agent or registered office shall be effective upon filing such change
with the office of the Secretary of State of the State of Washington.
1.3 OTHER OFFICES. The corporation shall also have and
maintain an office or principal place of business at such place as may be fixed
by the Board of Directors, and may also have offices at such other places, both
within and without the State of Washington, as the Board of Directors may from
time to time determine or the business of the corporation may require.
ARTICLE 2
SHAREHOLDERS
2.1 ANNUAL MEETING
(a) The annual meeting of shareholders shall be held each year at such date,
time and place as may be designated by resolution of the Board of Directors. The
Board of Directors may, in its sole discretion, determine that the meeting may
be held solely by means of remote communication, as permitted by Section
23B.07.080 of the Revised Code of Washington (“RCW”). At the meeting, directors
shall be elected and any other proper business may be transacted.
(b) Nominations of persons for election to the Board of Directors and the
proposal of business to be considered by the shareholders may be made at an
annual meeting of shareholders only (i) pursuant to the Corporation153s notice
with respect to such meeting (or any supplement thereto), (ii) by or at the
direction of the Board of Directors or (iii) by any shareholder of the
Corporation who was a shareholder of record at the time of giving of the notice
provided for in this Section 2.1, who is entitled to vote for the election of
directors or such other business at the meeting and who has complied with the
notice procedures set forth in this Section 2.1.
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(c) For nominations or other business to be properly brought before an annual
meeting by a shareholder pursuant to clause (iii) of paragraph (b) of this
Section 2.1
(i) the shareholder must have given timely notice thereof in writing to the
secretary of the Corporation, as provided in this Section 2.1; and
(ii) such business must be a proper matter for shareholder action under the
RCW;
(d) To be timely, a shareholder153s notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not less than 90 or more
than 120 days before the first anniversary (the “Anniversary”) of the date of
the preceding year153s annual meeting of shareholders (or such earlier deadline
imposed by Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)); provided, however, that if the date of the annual meeting is
advanced more than 30 days before or delayed by more than 30 days after the
anniversary of the preceding year153s annual meeting, or if the Corporation did
not hold an annual meeting in the preceding year, notice by the shareholder to
be timely must be so delivered not later than the close of business on the later
of the 90th day before such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made. In no event
shall the public announcement of an adjournment of the annual meeting commence a
new time period (or extend any time period) for the giving of a shareholder153s
notice as described above. Such shareholder153s notice shall set forth:
(i) as to each person whom the shareholder proposes to nominate for election
or reelection as a director all information relating to such person as would be
required to be disclosed in solicitations of proxies for the election of such
nominees as directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and such person153s written consent
to serve as a director if elected; the Corporation may require, in addition,
that any proposed nominee furnish such other information as the Corporation may
reasonably require to determine the eligibility of such proposed nominees to
serve as a director of the Corporation and whether the nominees would be deemed
“independent” under applicable law and rules;
(ii) as to any other business that the shareholder proposes to bring before
the meeting, a brief description of such business, the text of the proposal or
business (including the text of any resolutions proposed for consideration and,
in the event such business includes a proposal to amend the Articles of
Incorporation or Bylaws of the Corporation, the text of such amended Articles or
Bylaw), the reasons for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial owner, if any,
on whose behalf the proposal is made; and
(iii) as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (A) the name and address
of such
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shareholder, as they appear on the Corporation153s books, and of such
beneficial owner, (B) the class and number of shares of the Corporation that are
owned beneficially and of record by such shareholder and such beneficial owner,
(C) ) the disclosure of any short positions, any derivative positions, or any
other understanding or arrangement that directly or indirectly relates to the
Corporation153s securities of such shareholder and such beneficial owner and any
affiliate or person acting in concert with either, (D) a representation that the
shareholder is a holder of record of the stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to present such business or nomination; and (E) a representation of whether the
shareholder or the beneficial owner, if any, on whose behalf the nomination or
proposal is made intends or is part of a group that intends to deliver a proxy
statement and form of proxy to holders of, in the case of a proposal, at least
the percentage of the Corporation153s voting shares required under applicable law
to carry the proposal or, in the case of a nomination or nominations, a
sufficient number of holders of the Corporation153s voting shares to elect such
nominee or nominees. The information required by this subsection (iii) shall be
updated through the date of the annual meeting to reflect any material changes
in such positions.
The requirements of this Section 2.1 shall apply to any nomination or other
business to be brought before an annual meeting by a shareholder, whether such
business is to be included in the Corporation153s proxy statement pursuant to Rule
14a-8 under the Exchange Act or presented to shareholders by means of an
independently financed proxy solicitation or otherwise.
(e) Notwithstanding anything in this Section 2.1 to the contrary, in the
event that the number of directors to be elected to the Board of Directors is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 55 days before the Anniversary, a shareholder153s notice
required by this Bylaw shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Corporation.
(f) Only persons nominated in accordance with the procedures set forth in
this Section 2.1 shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
section. The chairman of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defectively proposed business or nomination
shall not be presented for shareholder action at the meeting and shall be
disregarded.
(g) For purposes of these Bylaws, “public announcement” shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
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(h) Nothing in this Section 2.1 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation153s proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
2.2 SPECIAL MEETINGS.
(a) Special meetings of the shareholders, other than those required by
statute, may be called at any time by the Board of Directors acting pursuant to
a resolution adopted by a majority of the Whole Board, or by any shareholders of
record owning in the aggregate at least ten percent of all votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting. For
purposes of these Bylaws, the term “Whole Board” shall mean the total number of
authorized directors whether or not there exist any vacancies in previously
authorized directorships. The Board of Directors may postpone or reschedule any
previously scheduled special meeting.
(b) Only such business shall be conducted at a special meeting of the
shareholders as shall have been brought before the meeting pursuant to the
Corporation153s notice of the meeting. In the case of a special meeting called by
one or more shareholders the Board of Directors may submit its own proposal or
proposals for consideration at the special meeting.
(c) Nominations of persons for election to the Board of Directors and the
proposal of business to be considered by the shareholders may be made at a
special meeting of shareholders only (i) by or at the direction of the Board of
Directors or (ii) by any shareholder of record at the time of giving of notice
provided for in this paragraph, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section 2.2.
Nominations by shareholders of persons for election to the Board of Directors
and the proposal of business by shareholders may be made at such a special
meeting of shareholders if the substance of the shareholder153s notice complies
with Section 2.1, and the shareholder153s notice has been delivered to the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the later of the 90th day before such special meeting
or the 10th day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.
(d) Only persons nominated in accordance with the procedures set forth in
this Section 2.2 shall be eligible to serve as directors and only such business
shall be conducted at a special meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
section. The chairman of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defectively proposed business or nomination
shall not be presented for shareholder action at the meeting and shall be
disregarded.
(e) Nothing in this Section 2.2 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation153s proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
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2.3 NOTICE OF MEETINGS. Except as set forth in subsections
(b) and (c) below, all notices of meetings of shareholders shall be sent or
otherwise not less than 10 nor more than 60 days before the date of the meeting.
The notice shall specify the place, date, and hour of the meeting and (a) in the
case of a special meeting, the general nature of the business to be transacted
(no business other than that specified in the notice may be transacted) or (b)
in the case of the annual meeting, those matters which the Board of Directors,
at the time of giving the notice, intends to present for action by the
shareholders (but, subject to the provisions of the next paragraph of this
Section 2.3 and the advance notice provisions of Section 2.1(b), any proper
matter may be presented at the meeting for such action). The notice of any
meeting at which directors are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, the Board intends to present
for election.
Written notice of any meeting of shareholders shall be given either (a)
personally, (b) by first-class mail, (c) by other written means of
communication, or (d) by electronic transmission (as defined below) either by
the corporation (if the meeting is called by the Board of Directors) or to the
corporation (if the meeting is called by a shareholder pursuant to Section 2.2
of these bylaws).
“Electronic transmission by the corporation” includes facsimile
transmissions, electronic mail, posting on an electronic message board or
network which the corporation has designated for such purpose (together with a
separate notice to the shareholder of the posting), or other means of electronic
communication, provided such electronic transmission (i) creates a record that
is capable of retention, retrieval and review and may otherwise be rendered into
clearly legible tangible form and (ii) complies, to the extent applicable, with
the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec.
7001(c)(1). The corporation may not send notices by electronic transmission to a
shareholder unless such shareholder has affirmatively consented to receiving
notices by electronic transmission; such shareholder may revoke such consent at
any time. Notwithstanding the foregoing, notice shall not be given by electronic
transmission to a shareholder if the corporation is unable to deliver two
consecutive notices to such shareholder by that means, or the inability to
deliver notices electronically to such shareholder becomes known to the
secretary, assistant secretary or transfer agent of the corporation, or to any
other person responsible for the giving of the notice.
“Electronic transmission to the corporation” includes facsimile or
electronic mail directed to the facsimile number or electronic mail address
specified by the corporation for such purpose, posting on an electronic message
board or network which the corporation has designated for such purpose, or other
means of electronic communication, provided that the corporation has put into
effect reasonable measures to verify that the sender is the shareholder
purporting to send the message, and providing further that such electronic
transmission creates a record capable of retention, retrieval and review, and
may thereafter be rendered into clearly legible tangible form.
Notices sent by the corporation by mail, facsimile or electronic mail shall
be sent charges prepaid and shall be addressed to the shareholder at the
mailing, facsimile or electronic mail address of that shareholder, as
applicable, appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice. If no address appears
on the
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corporation153s books or is given, notice shall be deemed to have been given if
sent to that shareholder by mail or other written communication to the
corporation153s principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is located.
Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other means of written
communication or electronic transmission. If notice is sent via posting on an
electronic message board together with a separate notice to the shareholder of
the posting, notice shall be deemed to have been validly delivered upon the
later of the posting or the delivery of the separate notice.
(a) NOTICE OF SPECIAL MEETING. In the case of a special
meeting, the written notice shall also state with reasonable clarity the purpose
or purposes for which the meeting is called and the actions sought to be
approved at the meeting. No business other than that specified in the notice may
be transacted at a special meeting.
(b) PROPOSED ARTICLES OF AMENDMENT OR DISSOLUTION. If the
business to be conducted at any meeting includes any proposed amendment to the
Articles of Incorporation or the proposed voluntary dissolution of the
corporation, then the written notice shall be given not less than twenty (20)
nor more than sixty (60) days before the meeting date and shall state that the
purpose or one of the purposes is to consider the advisability thereof, and, in
the case of a proposed amendment, shall be accompanied by a copy of the
amendment.
(c) PROPOSED MERGER, CONSOLIDATION, EXCHANGE, SALE, LEASE OR
DISPOSITION. If the business to be conducted at any meeting includes
any proposed plan of merger or share exchange, or any sale, lease, exchange, or
other disposition of all or substantially all of the corporation153s property
otherwise than in the usual or regular course of its business, then the written
notice shall state that the purpose or one of the purposes is to consider the
proposed plan of merger or share exchange, sale, lease, or disposition, as the
case may be, shall describe the proposed action with reasonable clarity, and, if
required by law, shall be accompanied by a copy or a detailed summary thereof;
and written notice shall be given to each shareholder of record, whether or not
entitled to vote at such meeting, not less than twenty (20) nor more than sixty
(60) days before such meeting, in the manner provided in Section 2.3 above.
(d) DECLARATION OF MAILING. A declaration of the mailing or
other means of giving any notice of any shareholders153 meeting, executed by the
Secretary, Assistant Secretary, or any transfer agent of the corporation giving
the notice, shall be prima facie evidence of the giving of such notice.
(e) WAIVER OF NOTICE. Notice of any shareholders153 meeting
may be waived in writing by any shareholder at any time, either before or after
the meeting. Except as provided below, the waiver must be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder153s
attendance at a meeting waives objection to lack of notice, or defective notice,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting.
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2.4 QUORUM. A quorum shall exist at any meeting of
shareholders if a majority of the shares entitled to vote is represented in
person or by proxy. Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. The shareholders present at a duly organized meeting may
continue to transact business at such meeting and at any adjournment of such
meeting (unless a new record date is or must be set for the adjourned meeting),
notwithstanding the withdrawal of enough shareholders from either meeting to
leave less than a quorum. Once a share is represented for any purpose at a
meeting other than solely to object to holding the meeting or transacting
business at the meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for the adjourned meeting.
2.5 VOTING OF SHARES. Except as otherwise provided in the
Articles of Incorporation or these Bylaws, and except as required by law, every
shareholder of record shall have the right at every shareholders153 meeting to one
vote for every share standing in his name on the books of the corporation. If a
quorum exists, action on a matter, other than the election of directors, is
approved by a voting group if the votes cast within the voting group favoring
the action exceed the votes cast within the voting group opposing the action,
unless a greater number is required by the Articles of Incorporation or the
Washington Business Corporation Act.
2.6 ADJOURNED MEETINGS. A majority of the shares represented
at a meeting, even if less than a quorum, may adjourn the meeting from time to
time without further notice. When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. However,
if a new record date for the adjourned meeting is or must be fixed in accordance
with the Washington Business Corporation Act, notice of the adjourned meeting
must be given to persons who are shareholders as of the new record date. At any
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting.
2.7 RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or any
adjournment thereof, or entitled to receive payment of any dividend, the Board
of Directors may fix in advance a record date for any such determination of
shareholders, such date to be not more than seventy (70) days and, in the case
of a meeting of shareholders, not less than ten (10) days prior to the meeting
or action requiring such determination of shareholders. If no record date is
fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the day before the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of Shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date, which it must do if the meeting is adjourned
more than one hundred twenty (120) days after the date is fixed for the original
meeting.
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2.8 RECORD OF SHAREHOLDERS ENTITLED TO VOTE. After fixing a
record date for a shareholders153 meeting, the corporation shall prepare an
alphabetical list of the names of all shareholders on the record date who are
entitled to notice of the shareholders153 meeting. The list shall be arranged by
voting group, and within each voting group by class or series of shares, and
show the address of, and number of shares held by, each shareholder. A
shareholder, shareholder153s agent, or a shareholder153s attorney may inspect the
shareholders list, beginning ten days prior to the shareholders153 meeting and
continuing through the meeting, at the corporation153s principal office or at a
place identified in the meeting notice in the city where the meeting will be
held during regular business hours and at the shareholder153s expense. The
shareholders list shall be kept open for inspection during such meeting or any
adjournment. Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
2.9 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Unless
otherwise provided in the Articles of Incorporation, any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting and without prior notice if a consent in writing setting forth the
action to be taken shall be signed by all shareholders entitled to vote on the
action.
2.10 PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
three (3) years from the date of its execution, unless otherwise provided in the
proxy.
2.11 ORGANIZATION
(a) At every meeting of shareholders, the Chairman of the Board of Directors,
or, if a Chairman has not been appointed or is absent, the President, or, if the
President is absent, a chairman of the meeting chosen by a majority of the Board
of Directors, shall act as chairman. The Secretary, or, in his absence, an
Assistant Secretary directed to do so by the President or the chairman, shall
act as secretary of the meeting.
(b) The Board of Directors of the corporation shall be entitled to make such
rules or regulations for the conduct of meetings of shareholders as it shall
deem necessary, appropriate or convenient. Subject to such rules and regulations
of the Board of Directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to shareholders of
record of the corporation and their duly authorized and constituted proxies and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the
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time fixed for the commencement thereof, limitations on the time allotted to
questions or comments by participants and regulation of the opening and closing
of the polls for balloting on matters which are to be voted on by ballot. Unless
and to the extent determined by the Board of Directors or the chairman of the
meeting, meetings of shareholders shall not be required to be held in accordance
with rules of parliamentary procedure.
ARTICLE 3
BOARD OF DIRECTORS
3.1 MANAGEMENT RESPONSIBILITY. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the Board of Directors,
except as may be otherwise provided in the Articles of Incorporation or the
Washington Business Corporation Act.
3.2 NUMBER OF DIRECTORS, QUALIFICATION. The authorized
number of directors of the corporation shall be as specified and set by
resolution from time to time by the Board of Directors. Directors need not be
shareholders. No reduction of the authorized number of directors shall have the
effect of removing any director before that director153s term of office expires.
3.3 ELECTION. Except as provided in Section 3.4 below,
directors shall be elected by a plurality of the votes cast at each annual
meeting of shareholders, and each director so elected shall hold office until
the annual meeting which takes place in the year in which his or her term
expires and until his or her successor is duly elected and qualified, or until
his or her earlier resignation or removal. Despite the expiration of a
director153s term, the director continues to serve until the director153s successor
shall have been elected and qualified or until there is a decrease in the number
of directors.
3.4 VACANCIES. Any vacancy occurring on the Board of
Directors (whether caused by resignation, death, an increase in the number of
directors, or otherwise) may be filled by affirmative vote of a majority of the
Board of Directors. If the directors in office constitute fewer than a quorum of
the Board, they may fill the vacancy by the affirmative vote of a majority of
all the directors in office, or by a sole remaining director. A director elected
to fill any vacancy shall be identified by the class (Class I, II or III as set
forth in Article V of the Articles of Incorporation) to which he or she is named
and shall hold office until the next shareholders153 meeting at which directors of
the class for which such director has been chosen are elected and until his or
her successor has been duly elected and qualified, or until his or her earlier
resignation or removal.
3.5 REMOVAL. One or more members of the Board of Directors
(including the entire Board) may be removed, for cause, at a meeting of
shareholders called expressly for that purpose. A director may be removed only
if the number of votes cast to remove the director exceeds the number of votes
cast not to remove the director.
9
3.6 RESIGNATION. Any director may resign at any time by
delivering a written resignation to the Chairman or the Secretary, such
resignation to specify whether it will be effective at a particular time, upon
receipt by the Chairman or Secretary, at the pleasure of the Board of Directors
or, in the case of a resignation governed by section 3.6.1 below, upon
acceptance of the resignation by a committee of Qualified Independent Directors
(as defined below). If no such specification is made, it shall be deemed
effective at the pleasure of the Board of Directors, or, in the case of a
resignation tendered under section 3.6.1, upon acceptance of the resignation by
a committee of Qualified Independent Directors. When one or more directors shall
resign from the Board of Directors, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each Director so
chosen shall hold office for the unexpired portion of the term of the Director
whose place shall be vacated and until his successor shall have been duly
elected and qualified.
3.6.1 Resignations and Director Elections. Any nominee for
director in an uncontested election (i.e., an election where the number of
persons properly nominated for election as directors at a meeting of
shareholders does not exceed the number of directors to be elected at such
meeting) who receives a greater number of votes “withheld” from his or her
election than votes “for” such election shall, promptly following certification
of the shareholder vote, offer a resignation to the Board for consideration in
accordance with the following procedures. Such offer shall become effective only
if, as set forth below, the committee of Qualified Independent Directors accepts
such resignation.
In the event that any director has offered to resign pursuant to this section
3.6.1, the Board shall establish a committee comprised solely of Qualified
Independent Directors and shall delegate to that committee the authority to
determine the action to be taken with respect to such offered resignation, which
can include: (i) accepting the offer of resignation; (ii) maintaining the
director but addressing what the Qualified Independent Directors believe to be
the underlying cause of the withhold votes; (iii) resolving that the director
will not be re-nominated in the future for election; or (iv) rejecting the offer
of resignation. In reaching its decision, the committee shall consider all
factors it deems relevant, including (but not limited to): (i) any stated
reasons why shareholders withheld votes from such director; (ii) any
alternatives for curing the underlying cause of the withheld votes; (iii) the
director153s tenure; (iv) the director153s qualifications; (v) the director153s past
and expected future contributions to the Company; and (vi) the overall
composition of the Board, including whether accepting the resignation would
cause the Company to fail to meet any applicable legal, regulatory, stock
exchange, or contractual requirements. The term “Qualified Independent
Directors” means all directors who are: (1) independent directors (as defined in
accordance with NASDAQ Listing Rules); and (2) not required to offer their
resignation in accordance with this section 3.6.1. Prior to voting, the
committee shall afford the affected director an opportunity to provide any
information or statement that the director deems relevant.
10
3.7 ANNUAL MEETING. The first meeting of each newly elected
Board of Directors shall be known as the annual meeting thereof.
3.8 REGULAR MEETINGS. Regular meetings of the Board of
Directors or of any committee designated by the Board may be held at such place
and such day and hour as shall from time to time be fixed by the Board or
committee, without other notice than the delivery of such resolution as provided
in Section 3.10 below.
3.9 SPECIAL MEETINGS. Special meetings of the Board of
Directors or any committee designated by the Board may be called by the
Chairman, the President or any director or committee member, to be held at such
place and such day and hour as specified by the person or persons calling the
meeting.
3.10 NOTICE OF MEETING. Notice of the date, time, and place
of all special meetings of the Board of Directors or any committee designated by
the Board shall be given by the Secretary, Assistant Secretary, or by the person
calling the meeting, by mail, private carrier, telegram, facsimile transmission,
or personal communication over the telephone or otherwise, provided such notice
is received at least two (2) days prior to the day upon which the meeting is to
be held.
Notice of any meeting of the Board of Directors or any committee designated
by the Board need not be given to any director or committee member if it is
waived in a writing signed by the director entitled to the notice, whether
before or after such meeting is held.
A director153s attendance at or participation in a meeting waives any required
notice to the director of the meeting unless the director at the beginning of
the meeting, or promptly upon the director153s arrival, objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
or any committee designated by the Board need be specified in the notice or
waiver of notice of such meeting unless required by the Articles of
Incorporation or these Bylaws.
Any meeting of the Board of Directors or any committee designated by the
Board shall be a legal meeting without any notice thereof having been given if
all of the directors or committee members have received valid notice thereof,
are present without objecting, or waive notice thereof in a writing signed by
the director and delivered to the corporation for inclusion in the minutes or
filing with the corporate records, or any combination thereof.
3.11 QUORUM OF DIRECTORS. A majority of the number of
directors fixed by or in the manner provided by these Bylaws shall constitute a
quorum for the transaction of business. If a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present is the act of the
Board of Directors unless the Articles of Incorporation or these Bylaws require
the vote of a greater number of directors.
11
A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting to another time and place. If the meeting is adjourned
for more than forty-eight (48) hours, then notice of the time and place of the
adjourned meeting shall be given before the adjourned meeting takes place, in
the manner specified in Section 3.10 of these Bylaws, to the directors who were
not present at the time of the adjournment.
3.12 PRESUMPTION OF ASSENT. Any director who is present at
any meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless (a) the
director objects at the beginning of the meeting, or promptly upon the
director153s arrival, to holding the meeting or transacting business at the
meeting; (b) the director153s dissent or abstention from the action taken is
entered in the minutes of the meeting; or (c) the director delivers written
notice of dissent or abstention to the presiding officer of the meeting before
the adjournment thereof or to the corporation within a reasonable time after
adjournment of the meeting. Such right to dissent or abstain shall not be
available to any director who voted in favor of such action.
3.13 ACTION BY DIRECTORS WITHOUT A MEETING. Any action
required or permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting, provided that all members of the board
or committee individually or collectively evidence such action by one or more
consents executed by each director either before or after the action taken, and
delivered to the corporation. Each such consent shall be set forth in an
executed record or in an executed electronic transmission to the corporation, as
such term is defined in Section 2.3 of these Bylaws. Such action by consent
shall have the same force and effect as a unanimous vote of the Board of
Directors or the committee. Such consent and any counterparts thereof shall be
filed with the minutes of the proceedings of the board. \
3.14 TELEPHONIC MEETINGS. Members of the Board of Directors
or any committee designated by the Board may participate in a meeting of the
Board or committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other during the meeting.
3.15 COMPENSATION. The directors and committee members may
be paid their expenses, if any, or a fixed sum or a stated salary as a director
or committee member for attendance at each meeting of the Board or of such
committee as the case may be. No such payment shall preclude any director or
committee member from serving the corporation in any other capacity and
receiving compensation therefor.
3.16 COMMITTEES. The Board of Directors, by resolution
adopted by a majority of the full Board, may from time to time designate from
among its members one or more committees, each of which must have two (2) or
more members and, to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors, except that no such
committee shall have the authority to:
(a) authorize or approve a distribution except according to a general formula
or method prescribed by the Board of Directors;
12
(b) approve or propose to shareholders action that the Washington Business
Corporation Act requires to be approved by shareholders;
(c) fill vacancies on the Board of Directors or on any of its committees;
(d) adopt any amendment to the Articles of Incorporation;
(e) adopt, amend or repeal these Bylaws;
(f) approve a plan of merger; or
(g) authorize or approve the issuance or sale or contract for sale of shares,
or determine the designation and relative rights, preferences and limitations of
a class or series of shares, except that the Board of Directors may authorize a
committee, or a senior executive officer of the corporation, to do so within
limits specifically prescribed by the Board of Directors.
Meetings of such committees shall be governed by the same procedures as
govern the meetings of the Board of Directors. All committees so appointed shall
keep regular minutes of their meetings and shall cause them to be recorded in
books kept for that purpose at the office of the corporation.
ARTICLE 4
OFFICERS
4.1 APPOINTMENT. The officers of the corporation shall be
appointed annually by the Board of Directors at its annual meeting. If the
appointment of officers is not held at such meeting, such appointment shall be
held as soon thereafter as a Board of Directors meeting conveniently may be
held. Except in the case of death, resignation or removal, each officer shall
hold office at the pleasure of the Board of Directors until the next annual
meeting of the Board and until his successor is appointed and qualified.
4.2 QUALIFICATION. None of the officers of the corporation
need be a director, except as specified below. Any two or more of the corporate
offices may be held by the same person.
4.3 OFFICERS DESIGNATED. The officers of the corporation
shall include a Chairman of the Board of Directors, a President and Chief
Executive Officer, and a Chief Financial Officer, each of whom shall be elected
by the Board of Directors. Such other officers and assistant officers, including
but not limited to, one or more Executive Vice Presidents (each of whom shall
also be an executive officer), a Secretary, a Treasurer, and one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers as may be deemed necessary may be appointed by the
Board of Directors.
13
(a) CHAIRMAN. The Chairman shall, when present, preside at
all meetings of the Board of Directors and the shareholders and shall have such
other powers commonly incident to his office and as the Board may prescribe.
Except where by law the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the corporation which may be authorized by
the Board of Directors. During the absence or disability of the President, the
Chairman shall exercise all the powers and discharge all the duties of the
President. The Chairman shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him by these Bylaws or
by the Board of Directors. The Chairman may only be appointed or removed by
action of a majority of the entire Board of Directors.
(b) PRESIDENT. The President shall be the chief executive
officer of the corporation and, subject to the direction and control of the
Board of Directors, shall supervise and control all of the assets, business, and
affairs of the corporation. The President shall vote the shares owned by the
corporation in other corporations, domestic or foreign, unless otherwise
prescribed by the Board, and shall execute all bonds, mortgages, contracts and
other instruments of the corporation requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the corporation may sign and
execute documents when so authorized by these Bylaws, the Board of Directors or
the President. In general, the President shall perform all duties incident to
the office of President and such other duties as may be prescribed by the Board
from time to time. The President shall, unless a Chairman has been appointed and
is present, preside at all meetings of the shareholders and the Board of
Directors. The President shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him by these Bylaws or
by the Board of Directors. The President may only be appointed or removed by a
majority of the entire Board of Directors.
(c) EXECUTIVE VICE PRESIDENTS. At the request of the
President or in his absence or his inability to act (and if there be no Chairman
of the Board of Directors), an Executive Vice President designated by a majority
of the Board of Directors shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Each Executive Vice President (including any Senior Executive
Vice Presidents) shall perform such other duties and have such other powers as
the Board of Directors from time to time may prescribe. If there be no Chairman
of the Board of Directors and no Executive Vice President, the Board of
Directors shall designate the officer of the corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.
(d) SECRETARY. The Secretary shall:
(i) keep the minutes of meetings of the shareholders and the Board of
Directors in one or more books provided for that purpose;
(ii) see that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law;
14
(iii) be custodian of the corporate records and seal of the corporation, if
one be adopted;
(iv) keep a register of the post office address of each shareholder and
director;
(v) sign with the President, or the Chairman, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors;
(vi) have general charge of the stock transfer books of the corporation; and
(vii) in general, perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned by the President or the
Board of Directors.
In the absence of the Secretary, an Assistant Secretary may perform the
duties of the Secretary.
(e) CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall keep or cause to be kept the books of account of the corporation in a
thorough and proper manner and shall render statements of the financial affairs
of the corporation in such form and as often as required by the Board of
Directors or the President. The Chief Financial Officer, subject to the order of
the Board of Directors, shall have the custody of all funds and securities of
the corporation. The Chief Financial Officer shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board of Directors or the President shall designate from
time to time. The President may direct the Treasurer or any Assistant Treasurer,
or the Controller or any Assistant Controller, or other officer of the
corporation, to assume and perform the duties of the Chief Financial Officer in
the absence or disability of the Chief Financial Officer, and each Treasurer and
Assistant Treasurer and each Controller and Assistant Controller shall perform
other duties commonly incident to his office and shall also perform such other
duties and have such other powers as the Board of Directors or the President
shall designate from time to time.
(f) TREASURER. Subject to the direction and control of the
Board of Directors, the Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation; and, at the
expiration of his term of office, he shall turn over to his successor all
property of the corporation in his possession.
In the absence of the Treasurer, an Assistant Treasurer may perform the
duties of the Treasurer.
4.4 DELEGATION. In case of the absence or inability to act
of any officer of the corporation and of any person herein authorized to act in
his place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or director or other person whom it
may select.
15
4.5 RESIGNATION. Any officer may resign at any time by
delivering written notice to the corporation. Any such resignation shall take
effect when the notice is delivered unless the notice specifies a later date.
Unless otherwise specified in the notice, acceptance of such resignation by the
corporation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract to which the officer is a party.
4.6 REMOVAL. Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors at any time with
or without cause. Election or appointment of an officer or agent shall not of
itself create contract rights.
4.7 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, creation of a new office, or any other
cause may be filled by the Board of Directors for the unexpired portion of the
term or for a new term established by the Board of Directors.
4.8 COMPENSATION. Compensation, if any, for officers and
other agents and employees of the corporation shall be determined by the Board
of Directors, or by the President to the extent such authority may be delegated
to him by the Board of Directors. No officer shall be prevented from receiving
compensation in such capacity by reason of the fact that he is also a director
of the corporation.
ARTICLE 5
EXECUTION OF INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION
5.1 EXECUTION OF CORPORATE INSTRUMENTS. The Board of
Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or other person or persons, to execute on behalf
of the corporation any corporate instrument or document, or to sign on behalf of
the corporation the corporate name without limitation, or to enter into
contracts on behalf of the corporation, except where otherwise provided by law
or these Bylaws, and such execution or signature shall be binding upon the
corporation.
All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.
Unless authorized or ratified by the Board of Directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.
5.2 VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock
and other securities of other corporations owned or held by the corporation for
itself, or for other
16
parties in any capacity, shall be voted, and all proxies with respect thereto
shall be executed, by the person authorized so to do by resolution of the Board
of Directors, or, in the absence of such authorization, by the Chairman of the
Board of Directors, the Chief Executive Officer, the President or any Executive
Vice President.
ARTICLE 6
STOCK
6.1 FORM AND EXECUTION OF CERTIFICATES. Certificates for the
shares of stock of the corporation shall be in such form as is consistent with
the Articles of Incorporation and applicable law. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the Chairman of the Board of Directors, or the President or
any Vice President and by the Treasurer or Assistant Treasurer or the Secretary
or Assistant Secretary, certifying the number of shares owned by him in the
corporation. Any or all of the signatures on the certificate may be facsimiles.
In case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued with the same effect as if he were such officer, transfer agent,
or registrar at the date of issue. Each certificate shall state upon the face or
back thereof, in full or in summary, all of the powers, designations,
preferences, and rights, and the limitations or restrictions of the shares
authorized to be issued or shall, except as otherwise required by law, set forth
on the face or back a statement that the corporation will furnish without charge
to each shareholder who so requests the powers, designations, preferences and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights. Except as otherwise expressly provided by law,
the rights and obligations of the holders of certificates representing stock of
the same class and series shall be identical.
6.2 LOST CERTIFICATES. The corporation may issue a new
certificate or certificates in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen, or destroyed. The corporation may
require, as a condition precedent to the issuance of a new certificate or
certificates, the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to agree to indemnify the corporation
in such manner as it shall require or to give the corporation a surety bond in
such form and amount as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed.
6.3 TRANSFERS
(a) Transfers of record of shares of stock of the corporation shall be made
only upon its books by the holders thereof, in person or by attorney duly
authorized, and upon the surrender of a properly endorsed certificate or
certificates for a like number of shares.
17
(b) The corporation shall have power to enter into and perform any agreement
with any number of shareholders of any one or more classes of stock of the
corporation to restrict the transfer of shares of stock of the corporation of
any one or more classes owned by such shareholders in any manner not prohibited
by the Act.
6.4 REGISTERED SHAREHOLDERS. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Washington.
6.5 EXECUTION OF OTHER SECURITIES. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates
(covered in Section 6.1), may be signed by the Chairman of the Board of
Directors, the President, any Executive Vice President or Vice President, or
such other person as may be authorized by the Board of Directors, and the
corporate seal impressed thereon or a facsimile of such seal imprinted thereon
and attested by the signature of the Secretary or an Assistant Secretary, or the
Chief Financial Officer or Treasurer or an Assistant Treasurer; provided,
however, that where any such bond, debenture or other corporate security shall
be authenticated by the manual signature, or where permissible facsimile
signature, of a trustee under an indenture pursuant to which such bond,
debenture or other corporate security shall be issued, the signatures of the
persons signing and attesting the corporate seal on such bond, debenture or
other corporate security may be the imprinted facsimile of the signatures of
such persons. Interest coupons appertaining to any such bond, debenture or other
corporate security, authenticated by a trustee as aforesaid, shall be signed by
the Treasurer or an Assistant Treasurer of the corporation or such other person
as may be authorized by the Board of Directors, or bear imprinted thereon the
facsimile signature of such person. In case any officer who shall have signed or
attested any bond, debenture or other corporate security, or whose facsimile
signature shall appear thereon or on any such interest coupon, shall have ceased
to be such officer before the bond, debenture or other corporate security so
signed or attested shall have been delivered, such bond, debenture or other
corporate security nevertheless may be adopted by the corporation and issued and
delivered as though the person who signed the same or whose facsimile signature
shall have been used thereon had not ceased to be such officer of the
corporation.
ARTICLE 7
BOOKS AND RECORDS
7.1 BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER. The
corporation shall keep as permanent records minutes of all meetings of its
shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors exercising the authority
of the Board of Directors on behalf of the corporation. The corporation shall
maintain appropriate accounting records. The corporation or its agent shall
maintain a record of its shareholders, in a form that permits preparation of a
list of the names and addresses of all shareholders, in alphabetical order by
class of shares showing the number and class of
18
shares held by each. The corporation shall keep a copy of the following
records at its principal office: the Articles of Incorporation and all
amendments to them currently in effect; the Bylaws and all amendments to them
currently in effect; the minutes of all shareholders153 meetings, and records of
all actions taken by shareholders without a meeting, for the past three years;
its financial statements for the past three years, including balance sheets
showing in reasonable detail the financial condition of the corporation as of
the close of each fiscal year, and an income statement showing the results of
its operations during each fiscal year prepared on the basis of generally
accepted accounting principles or, if not, prepared on a basis explained
therein; a list of the names and business addresses of its current directors and
officers; and its most recent annual report delivered to the Secretary of State
of Washington.
7.2 COPIES OF RESOLUTIONS. Any person dealing with the
corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the Board of Directors or shareholders, when certified
by the President, Secretary or Assistant Secretary.
ARTICLE 8
FISCAL YEAR
The fiscal year of the corporation shall be set by the Board of Directors.
ARTICLE 9
CORPORATE SEAL
The Board of Directors may adopt a corporate seal for the corporation which
shall have inscribed thereon the name of the corporation, the year and state of
incorporation and the words “corporate seal”.
ARTICLE 10
INDEMNIFICATION
10.1 RIGHT TO INDEMNIFICATION. The power, right and
obligation of the corporation to indemnify any director of the corporation shall
be as set forth in Article VII of the Articles of Incorporation.
10.2 NONEXCLUSIVITY OF RIGHTS. The right to indemnification
and the advancement of expenses conferred in Article VII of the Articles of
Incorporation shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Articles of
Incorporation or Bylaws of the corporation, general or specific action of the
Board of Directors, contract or otherwise.
10.3 INSURANCE, CONTRACTS AND FUNDING. The corporation may
maintain insurance, at its expense, to protect itself and any individual who is
or was a director, officer, employee or agent of the corporation or who, while a
director, officer, employee or agent of the
19
corporation, is or was serving at the request of the corporation as an agent
of another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any expense, liability or loss
asserted against or incurred by the individual in that capacity or arising from
the individual153s status as a director, officer, employee or agent, whether or
not the corporation would have the power to indemnify such person against such
expense, liability or loss under the Washington Business Corporation Act. The
corporation may enter into contracts with any director, officer, employee or
agent of the corporation in furtherance of the provisions of Article VII of the
Articles of Incorporation and may create a trust fund, grant a security interest
or use other means (including, without limitation, a letter of credit) to ensure
the payment of such amounts as may be necessary to effect indemnification as
provided in Article VII of the Articles of Incorporation.
10.4 INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS OF THE
CORPORATION. The corporation may, by action of the Board of Directors,
grant rights to indemnification and advancement of expenses to officers,
employees and agents of the corporation with the same scope and effect as the
provisions of Article VII of the Articles of Incorporation with respect to the
indemnification and advancement of expenses of directors of the corporation or
pursuant to rights granted pursuant to, or provided by, the Washington Business
Corporation Act or otherwise.
10.5 PERSONS SERVING OTHER ENTITIES. Any individual who is
or was a director, officer or employee of the corporation who, while a director,
officer or employee of the corporation, is or was serving (a) as a director or
officer of another foreign or domestic corporation of which a majority of the
shares entitled to vote in the election of its directors is held by the
corporation, (b) as a trustee of an employee benefit plan and the duties of the
director or officer to the corporation also impose duties on, or otherwise
involve services by, the director or officer to the plan or to participants in
or beneficiaries of the plan or (c) in an executive or management capacity in a
foreign or domestic partnership, joint venture, trust or other enterprise of
which the corporation or a wholly owned subsidiary of the corporation is a
general partner or has a majority ownership or interest shall be deemed to be so
serving at the request of the corporation and entitled to indemnification and
advancement of expenses under Article VII of the Articles of Incorporation.
ARTICLE 11
AMENDMENT OF BYLAWS
11.1 These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors, except that the Board of Directors may not
repeal or amend any Bylaw that the shareholders have expressly provided, in
amending or repealing such Bylaw, may not be amended or repealed by the Board of
Directors. The shareholders may also alter, amend and repeal these Bylaws or
adopt new Bylaws. All Bylaws made by the Board of Directors may be amended,
repealed, altered or modified by the shareholders.
August 23, 2010
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