\n| \n Article 11 Amendment Of Bylaws<\/p>\n<\/td>\n | <\/td>\n | \n 20<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n iv<\/p>\n
\nBYLAWS OF <\/strong><\/p>\nCOSTCO WHOLESALE CORPORATION <\/strong><\/p>\nThese Bylaws are promulgated pursuant to the Washington Business Corporation
\nAct, as set forth in Title 23B of the Revised Code of Washington.<\/p>\n ARTICLE 1 <\/strong><\/p>\nOFFICES <\/strong><\/p>\n1.1 PRINCIPAL OFFICE<\/strong>. The principal office of the
\ncorporation shall be located at 999 Lake Drive, Issaquah, Washington 98027.<\/p>\n1.2 REGISTERED OFFICE AND REGISTERED AGENT<\/strong>. The registered
\noffice of the corporation shall be located in the State of Washington at such
\nplace as may be fixed from time to time by the Board of Directors upon filing of
\nsuch notices as may be required by law, and the registered agent shall have a
\nbusiness office identical with such registered office. Any change in the
\nregistered agent or registered office shall be effective upon filing such change
\nwith the office of the Secretary of State of the State of Washington.<\/p>\n1.3 OTHER OFFICES<\/strong>. The corporation shall also have and
\nmaintain an office or principal place of business at such place as may be fixed
\nby the Board of Directors, and may also have offices at such other places, both
\nwithin and without the State of Washington, as the Board of Directors may from
\ntime to time determine or the business of the corporation may require.<\/p>\nARTICLE 2 <\/strong><\/p>\nSHAREHOLDERS <\/strong><\/p>\n2.1 ANNUAL MEETING <\/strong><\/p>\n(a) The annual meeting of shareholders shall be held each year at such date,
\ntime and place as may be designated by resolution of the Board of Directors. The
\nBoard of Directors may, in its sole discretion, determine that the meeting may
\nbe held solely by means of remote communication, as permitted by Section
\n23B.07.080 of the Revised Code of Washington (“RCW”). At the meeting, directors
\nshall be elected and any other proper business may be transacted.<\/p>\n (b) Nominations of persons for election to the Board of Directors and the
\nproposal of business to be considered by the shareholders may be made at an
\nannual meeting of shareholders only (i) pursuant to the Corporation153s notice
\nwith respect to such meeting (or any supplement thereto), (ii) by or at the
\ndirection of the Board of Directors or (iii) by any shareholder of the
\nCorporation who was a shareholder of record at the time of giving of the notice
\nprovided for in this Section 2.1, who is entitled to vote for the election of
\ndirectors or such other business at the meeting and who has complied with the
\nnotice procedures set forth in this Section 2.1.<\/p>\n 1<\/p>\n
\n(c) For nominations or other business to be properly brought before an annual
\nmeeting by a shareholder pursuant to clause (iii) of paragraph (b) of this
\nSection 2.1<\/p>\n (i) the shareholder must have given timely notice thereof in writing to the
\nsecretary of the Corporation, as provided in this Section 2.1; and<\/p>\n (ii) such business must be a proper matter for shareholder action under the
\nRCW;<\/p>\n (d) To be timely, a shareholder153s notice shall be delivered to the Secretary
\nat the principal executive offices of the Corporation not less than 90 or more
\nthan 120 days before the first anniversary (the “Anniversary”) of the date of
\nthe preceding year153s annual meeting of shareholders (or such earlier deadline
\nimposed by Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
\n“Exchange Act”)); provided, however, that if the date of the annual meeting is
\nadvanced more than 30 days before or delayed by more than 30 days after the
\nanniversary of the preceding year153s annual meeting, or if the Corporation did
\nnot hold an annual meeting in the preceding year, notice by the shareholder to
\nbe timely must be so delivered not later than the close of business on the later
\nof the 90th day before such annual meeting or the 10th day following the day on
\nwhich public announcement of the date of such meeting is first made. In no event
\nshall the public announcement of an adjournment of the annual meeting commence a
\nnew time period (or extend any time period) for the giving of a shareholder153s
\nnotice as described above. Such shareholder153s notice shall set forth:<\/p>\n (i) as to each person whom the shareholder proposes to nominate for election
\nor reelection as a director all information relating to such person as would be
\nrequired to be disclosed in solicitations of proxies for the election of such
\nnominees as directors pursuant to Regulation 14A under the Securities Exchange
\nAct of 1934, as amended (the “Exchange Act”), and such person153s written consent
\nto serve as a director if elected; the Corporation may require, in addition,
\nthat any proposed nominee furnish such other information as the Corporation may
\nreasonably require to determine the eligibility of such proposed nominees to
\nserve as a director of the Corporation and whether the nominees would be deemed
\n“independent” under applicable law and rules;<\/p>\n (ii) as to any other business that the shareholder proposes to bring before
\nthe meeting, a brief description of such business, the text of the proposal or
\nbusiness (including the text of any resolutions proposed for consideration and,
\nin the event such business includes a proposal to amend the Articles of
\nIncorporation or Bylaws of the Corporation, the text of such amended Articles or
\nBylaw), the reasons for conducting such business at the meeting and any material
\ninterest in such business of such shareholder and the beneficial owner, if any,
\non whose behalf the proposal is made; and<\/p>\n (iii) as to the shareholder giving the notice and the beneficial owner, if
\nany, on whose behalf the nomination or proposal is made (A) the name and address
\nof such<\/p>\n 2<\/p>\n
\nshareholder, as they appear on the Corporation153s books, and of such
\nbeneficial owner, (B) the class and number of shares of the Corporation that are
\nowned beneficially and of record by such shareholder and such beneficial owner,
\n(C) ) the disclosure of any short positions, any derivative positions, or any
\nother understanding or arrangement that directly or indirectly relates to the
\nCorporation153s securities of such shareholder and such beneficial owner and any
\naffiliate or person acting in concert with either, (D) a representation that the
\nshareholder is a holder of record of the stock of the Corporation entitled to
\nvote at such meeting and intends to appear in person or by proxy at the meeting
\nto present such business or nomination; and (E) a representation of whether the
\nshareholder or the beneficial owner, if any, on whose behalf the nomination or
\nproposal is made intends or is part of a group that intends to deliver a proxy
\nstatement and form of proxy to holders of, in the case of a proposal, at least
\nthe percentage of the Corporation153s voting shares required under applicable law
\nto carry the proposal or, in the case of a nomination or nominations, a
\nsufficient number of holders of the Corporation153s voting shares to elect such
\nnominee or nominees. The information required by this subsection (iii) shall be
\nupdated through the date of the annual meeting to reflect any material changes
\nin such positions.<\/p>\n The requirements of this Section 2.1 shall apply to any nomination or other
\nbusiness to be brought before an annual meeting by a shareholder, whether such
\nbusiness is to be included in the Corporation153s proxy statement pursuant to Rule
\n14a-8 under the Exchange Act or presented to shareholders by means of an
\nindependently financed proxy solicitation or otherwise.<\/p>\n (e) Notwithstanding anything in this Section 2.1 to the contrary, in the
\nevent that the number of directors to be elected to the Board of Directors is
\nincreased and there is no public announcement naming all of the nominees for
\ndirector or specifying the size of the increased Board of Directors made by the
\nCorporation at least 55 days before the Anniversary, a shareholder153s notice
\nrequired by this Bylaw shall also be considered timely, but only with respect to
\nnominees for any new positions created by such increase, if it shall be
\ndelivered to the Secretary at the principal executive offices of the Corporation
\nnot later than the close of business on the 10th day following the day on which
\nsuch public announcement is first made by the Corporation.<\/p>\n (f) Only persons nominated in accordance with the procedures set forth in
\nthis Section 2.1 shall be eligible to serve as directors and only such business
\nshall be conducted at an annual meeting of shareholders as shall have been
\nbrought before the meeting in accordance with the procedures set forth in this
\nsection. The chairman of the meeting shall have the power and the duty to
\ndetermine whether a nomination or any business proposed to be brought before the
\nmeeting has been made in accordance with the procedures set forth in these
\nBylaws and, if any proposed nomination or business is not in compliance with
\nthese Bylaws, to declare that such defectively proposed business or nomination
\nshall not be presented for shareholder action at the meeting and shall be
\ndisregarded.<\/p>\n (g) For purposes of these Bylaws, “public announcement” shall mean disclosure
\nin a press release reported by the Dow Jones News Service, Associated Press or a
\ncomparable national news service or in a document publicly filed by the
\nCorporation with the Securities and Exchange Commission pursuant to Section 13,
\n14 or 15(d) of the Exchange Act.<\/p>\n 3<\/p>\n
\n(h) Nothing in this Section 2.1 shall be deemed to affect any rights of
\nshareholders to request inclusion of proposals in the Corporation153s proxy
\nstatement pursuant to Rule 14a-8 under the Exchange Act.<\/p>\n 2.2 SPECIAL MEETINGS. <\/strong><\/p>\n(a) Special meetings of the shareholders, other than those required by
\nstatute, may be called at any time by the Board of Directors acting pursuant to
\na resolution adopted by a majority of the Whole Board, or by any shareholders of
\nrecord owning in the aggregate at least ten percent of all votes entitled to be
\ncast on any issue proposed to be considered at the proposed special meeting. For
\npurposes of these Bylaws, the term “Whole Board” shall mean the total number of
\nauthorized directors whether or not there exist any vacancies in previously
\nauthorized directorships. The Board of Directors may postpone or reschedule any
\npreviously scheduled special meeting.<\/p>\n (b) Only such business shall be conducted at a special meeting of the
\nshareholders as shall have been brought before the meeting pursuant to the
\nCorporation153s notice of the meeting. In the case of a special meeting called by
\none or more shareholders the Board of Directors may submit its own proposal or
\nproposals for consideration at the special meeting.<\/p>\n (c) Nominations of persons for election to the Board of Directors and the
\nproposal of business to be considered by the shareholders may be made at a
\nspecial meeting of shareholders only (i) by or at the direction of the Board of
\nDirectors or (ii) by any shareholder of record at the time of giving of notice
\nprovided for in this paragraph, who shall be entitled to vote at the meeting and
\nwho complies with the notice procedures set forth in this Section 2.2.
\nNominations by shareholders of persons for election to the Board of Directors
\nand the proposal of business by shareholders may be made at such a special
\nmeeting of shareholders if the substance of the shareholder153s notice complies
\nwith Section 2.1, and the shareholder153s notice has been delivered to the
\nSecretary at the principal executive offices of the Corporation not later than
\nthe close of business on the later of the 90th day before such special meeting
\nor the 10th day following the day on which public announcement is first made of
\nthe date of the special meeting and of the nominees proposed by the Board of
\nDirectors to be elected at such meeting.<\/p>\n (d) Only persons nominated in accordance with the procedures set forth in
\nthis Section 2.2 shall be eligible to serve as directors and only such business
\nshall be conducted at a special meeting of shareholders as shall have been
\nbrought before the meeting in accordance with the procedures set forth in this
\nsection. The chairman of the meeting shall have the power and the duty to
\ndetermine whether a nomination or any business proposed to be brought before the
\nmeeting has been made in accordance with the procedures set forth in these
\nBylaws and, if any proposed nomination or business is not in compliance with
\nthese Bylaws, to declare that such defectively proposed business or nomination
\nshall not be presented for shareholder action at the meeting and shall be
\ndisregarded.<\/p>\n (e) Nothing in this Section 2.2 shall be deemed to affect any rights of
\nshareholders to request inclusion of proposals in the Corporation153s proxy
\nstatement pursuant to Rule 14a-8 under the Exchange Act.<\/p>\n 4<\/p>\n
\n2.3 NOTICE OF MEETINGS<\/strong>. Except as set forth in subsections
\n(b) and (c) below, all notices of meetings of shareholders shall be sent or
\notherwise not less than 10 nor more than 60 days before the date of the meeting.
\nThe notice shall specify the place, date, and hour of the meeting and (a) in the
\ncase of a special meeting, the general nature of the business to be transacted
\n(no business other than that specified in the notice may be transacted) or (b)
\nin the case of the annual meeting, those matters which the Board of Directors,
\nat the time of giving the notice, intends to present for action by the
\nshareholders (but, subject to the provisions of the next paragraph of this
\nSection 2.3 and the advance notice provisions of Section 2.1(b), any proper
\nmatter may be presented at the meeting for such action). The notice of any
\nmeeting at which directors are to be elected shall include the name of any
\nnominee or nominees who, at the time of the notice, the Board intends to present
\nfor election.<\/p>\nWritten notice of any meeting of shareholders shall be given either (a)
\npersonally, (b) by first-class mail, (c) by other written means of
\ncommunication, or (d) by electronic transmission (as defined below) either by
\nthe corporation (if the meeting is called by the Board of Directors) or to the
\ncorporation (if the meeting is called by a shareholder pursuant to Section 2.2
\nof these bylaws).<\/p>\n “Electronic transmission by the corporation<\/u>” includes facsimile
\ntransmissions, electronic mail, posting on an electronic message board or
\nnetwork which the corporation has designated for such purpose (together with a
\nseparate notice to the shareholder of the posting), or other means of electronic
\ncommunication, provided such electronic transmission (i) creates a record that
\nis capable of retention, retrieval and review and may otherwise be rendered into
\nclearly legible tangible form and (ii) complies, to the extent applicable, with
\nthe Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec.
\n7001(c)(1). The corporation may not send notices by electronic transmission to a
\nshareholder unless such shareholder has affirmatively consented to receiving
\nnotices by electronic transmission; such shareholder may revoke such consent at
\nany time. Notwithstanding the foregoing, notice shall not be given by electronic
\ntransmission to a shareholder if the corporation is unable to deliver two
\nconsecutive notices to such shareholder by that means, or the inability to
\ndeliver notices electronically to such shareholder becomes known to the
\nsecretary, assistant secretary or transfer agent of the corporation, or to any
\nother person responsible for the giving of the notice.<\/p>\n “Electronic transmission to the corporation<\/u>” includes facsimile or
\nelectronic mail directed to the facsimile number or electronic mail address
\nspecified by the corporation for such purpose, posting on an electronic message
\nboard or network which the corporation has designated for such purpose, or other
\nmeans of electronic communication, provided that the corporation has put into
\neffect reasonable measures to verify that the sender is the shareholder
\npurporting to send the message, and providing further that such electronic
\ntransmission creates a record capable of retention, retrieval and review, and
\nmay thereafter be rendered into clearly legible tangible form.<\/p>\n Notices sent by the corporation by mail, facsimile or electronic mail shall
\nbe sent charges prepaid and shall be addressed to the shareholder at the
\nmailing, facsimile or electronic mail address of that shareholder, as
\napplicable, appearing on the books of the corporation or given by the
\nshareholder to the corporation for the purpose of notice. If no address appears
\non the<\/p>\n 5<\/p>\n
\ncorporation153s books or is given, notice shall be deemed to have been given if
\nsent to that shareholder by mail or other written communication to the
\ncorporation153s principal executive office, or if published at least once in a
\nnewspaper of general circulation in the county where that office is located.\n<\/p>\n Notice shall be deemed to have been given at the time when delivered
\npersonally or deposited in the mail or sent by other means of written
\ncommunication or electronic transmission. If notice is sent via posting on an
\nelectronic message board together with a separate notice to the shareholder of
\nthe posting, notice shall be deemed to have been validly delivered upon the
\nlater of the posting or the delivery of the separate notice.<\/p>\n (a) NOTICE OF SPECIAL MEETING<\/strong>. In the case of a special
\nmeeting, the written notice shall also state with reasonable clarity the purpose
\nor purposes for which the meeting is called and the actions sought to be
\napproved at the meeting. No business other than that specified in the notice may
\nbe transacted at a special meeting.<\/p>\n(b) PROPOSED ARTICLES OF AMENDMENT OR DISSOLUTION<\/strong>. If the
\nbusiness to be conducted at any meeting includes any proposed amendment to the
\nArticles of Incorporation or the proposed voluntary dissolution of the
\ncorporation, then the written notice shall be given not less than twenty (20)
\nnor more than sixty (60) days before the meeting date and shall state that the
\npurpose or one of the purposes is to consider the advisability thereof, and, in
\nthe case of a proposed amendment, shall be accompanied by a copy of the
\namendment.<\/p>\n(c) PROPOSED MERGER, CONSOLIDATION, EXCHANGE, SALE, LEASE OR
\nDISPOSITION<\/strong>. If the business to be conducted at any meeting includes
\nany proposed plan of merger or share exchange, or any sale, lease, exchange, or
\nother disposition of all or substantially all of the corporation153s property
\notherwise than in the usual or regular course of its business, then the written
\nnotice shall state that the purpose or one of the purposes is to consider the
\nproposed plan of merger or share exchange, sale, lease, or disposition, as the
\ncase may be, shall describe the proposed action with reasonable clarity, and, if
\nrequired by law, shall be accompanied by a copy or a detailed summary thereof;
\nand written notice shall be given to each shareholder of record, whether or not
\nentitled to vote at such meeting, not less than twenty (20) nor more than sixty
\n(60) days before such meeting, in the manner provided in Section 2.3 above.<\/p>\n(d) DECLARATION OF MAILING<\/strong>. A declaration of the mailing or
\nother means of giving any notice of any shareholders153 meeting, executed by the
\nSecretary, Assistant Secretary, or any transfer agent of the corporation giving
\nthe notice, shall be prima facie evidence of the giving of such notice.<\/p>\n(e) WAIVER OF NOTICE<\/strong>. Notice of any shareholders153 meeting
\nmay be waived in writing by any shareholder at any time, either before or after
\nthe meeting. Except as provided below, the waiver must be signed by the
\nshareholder entitled to the notice, and be delivered to the corporation for
\ninclusion in the minutes or filing with the corporate records. A shareholder153s
\nattendance at a meeting waives objection to lack of notice, or defective notice,
\nunless the shareholder at the beginning of the meeting objects to holding the
\nmeeting or transacting business at the meeting.<\/p>\n6<\/p>\n
\n2.4 QUORUM<\/strong>. A quorum shall exist at any meeting of
\nshareholders if a majority of the shares entitled to vote is represented in
\nperson or by proxy. Shares entitled to vote as a separate voting group may take
\naction on a matter at a meeting only if a quorum of those shares exists with
\nrespect to that matter. The shareholders present at a duly organized meeting may
\ncontinue to transact business at such meeting and at any adjournment of such
\nmeeting (unless a new record date is or must be set for the adjourned meeting),
\nnotwithstanding the withdrawal of enough shareholders from either meeting to
\nleave less than a quorum. Once a share is represented for any purpose at a
\nmeeting other than solely to object to holding the meeting or transacting
\nbusiness at the meeting, it is deemed present for quorum purposes for the
\nremainder of the meeting and for any adjournment of that meeting unless a new
\nrecord date is or must be set for the adjourned meeting.<\/p>\n2.5 VOTING OF SHARES<\/strong>. Except as otherwise provided in the
\nArticles of Incorporation or these Bylaws, and except as required by law, every
\nshareholder of record shall have the right at every shareholders153 meeting to one
\nvote for every share standing in his name on the books of the corporation. If a
\nquorum exists, action on a matter, other than the election of directors, is
\napproved by a voting group if the votes cast within the voting group favoring
\nthe action exceed the votes cast within the voting group opposing the action,
\nunless a greater number is required by the Articles of Incorporation or the
\nWashington Business Corporation Act.<\/p>\n2.6 ADJOURNED MEETINGS<\/strong>. A majority of the shares represented
\nat a meeting, even if less than a quorum, may adjourn the meeting from time to
\ntime without further notice. When a meeting is adjourned to another time or
\nplace, notice need not be given of the adjourned meeting if the time and place
\nthereof are announced at the meeting at which the adjournment is taken. However,
\nif a new record date for the adjourned meeting is or must be fixed in accordance
\nwith the Washington Business Corporation Act, notice of the adjourned meeting
\nmust be given to persons who are shareholders as of the new record date. At any
\nadjourned meeting, the corporation may transact any business which might have
\nbeen transacted at the original meeting.<\/p>\n2.7 RECORD DATE<\/strong>. For the purpose of determining shareholders
\nentitled to notice of or to vote at any meeting of shareholders, or any
\nadjournment thereof, or entitled to receive payment of any dividend, the Board
\nof Directors may fix in advance a record date for any such determination of
\nshareholders, such date to be not more than seventy (70) days and, in the case
\nof a meeting of shareholders, not less than ten (10) days prior to the meeting
\nor action requiring such determination of shareholders. If no record date is
\nfixed for the determination of shareholders entitled to notice of or to vote at
\na meeting of shareholders, or shareholders entitled to receive payment of a
\ndividend, the day before the date on which notice of the meeting is mailed or
\nthe date on which the resolution of the Board of Directors declaring such
\ndividend is adopted, as the case may be, shall be the record date for such
\ndetermination of Shareholders. When a determination of shareholders entitled to
\nvote at any meeting of shareholders has been made as provided in this section,
\nsuch determination shall apply to any adjournment thereof, unless the Board of
\nDirectors fixes a new record date, which it must do if the meeting is adjourned
\nmore than one hundred twenty (120) days after the date is fixed for the original
\nmeeting.<\/p>\n7<\/p>\n
\n2.8 RECORD OF SHAREHOLDERS ENTITLED TO VOTE<\/strong>. After fixing a
\nrecord date for a shareholders153 meeting, the corporation shall prepare an
\nalphabetical list of the names of all shareholders on the record date who are
\nentitled to notice of the shareholders153 meeting. The list shall be arranged by
\nvoting group, and within each voting group by class or series of shares, and
\nshow the address of, and number of shares held by, each shareholder. A
\nshareholder, shareholder153s agent, or a shareholder153s attorney may inspect the
\nshareholders list, beginning ten days prior to the shareholders153 meeting and
\ncontinuing through the meeting, at the corporation153s principal office or at a
\nplace identified in the meeting notice in the city where the meeting will be
\nheld during regular business hours and at the shareholder153s expense. The
\nshareholders list shall be kept open for inspection during such meeting or any
\nadjournment. Failure to comply with the requirements of this section shall not
\naffect the validity of any action taken at such meeting.<\/p>\n2.9 ACTION BY SHAREHOLDERS WITHOUT A MEETING<\/strong>. Unless
\notherwise provided in the Articles of Incorporation, any action required or
\npermitted to be taken at a meeting of shareholders may be taken without a
\nmeeting and without prior notice if a consent in writing setting forth the
\naction to be taken shall be signed by all shareholders entitled to vote on the
\naction.<\/p>\n2.10 PROXIES<\/strong>. At all meetings of shareholders, a shareholder
\nmay vote by proxy executed in writing by the shareholder or by his duly
\nauthorized attorney in fact. Such proxy shall be filed with the secretary of the
\ncorporation before or at the time of the meeting. No proxy shall be valid after
\nthree (3) years from the date of its execution, unless otherwise provided in the
\nproxy.<\/p>\n2.11 ORGANIZATION<\/strong><\/p>\n(a) At every meeting of shareholders, the Chairman of the Board of Directors,
\nor, if a Chairman has not been appointed or is absent, the President, or, if the
\nPresident is absent, a chairman of the meeting chosen by a majority of the Board
\nof Directors, shall act as chairman. The Secretary, or, in his absence, an
\nAssistant Secretary directed to do so by the President or the chairman, shall
\nact as secretary of the meeting.<\/p>\n (b) The Board of Directors of the corporation shall be entitled to make such
\nrules or regulations for the conduct of meetings of shareholders as it shall
\ndeem necessary, appropriate or convenient. Subject to such rules and regulations
\nof the Board of Directors, if any, the chairman of the meeting shall have the
\nright and authority to prescribe such rules, regulations and procedures and to
\ndo all such acts as, in the judgment of such chairman, are necessary,
\nappropriate or convenient for the proper conduct of the meeting, including,
\nwithout limitation, establishing an agenda or order of business for the meeting,
\nrules and procedures for maintaining order at the meeting and the safety of
\nthose present, limitations on participation in such meeting to shareholders of
\nrecord of the corporation and their duly authorized and constituted proxies and
\nsuch other persons as the chairman shall permit, restrictions on entry to the
\nmeeting after the<\/p>\n 8<\/p>\n
\ntime fixed for the commencement thereof, limitations on the time allotted to
\nquestions or comments by participants and regulation of the opening and closing
\nof the polls for balloting on matters which are to be voted on by ballot. Unless
\nand to the extent determined by the Board of Directors or the chairman of the
\nmeeting, meetings of shareholders shall not be required to be held in accordance
\nwith rules of parliamentary procedure.<\/p>\n ARTICLE 3 <\/strong><\/p>\nBOARD OF DIRECTORS <\/strong><\/p>\n3.1 MANAGEMENT RESPONSIBILITY<\/strong>. All corporate powers shall be
\nexercised by or under the authority of, and the business and affairs of the
\ncorporation shall be managed under the direction of, the Board of Directors,
\nexcept as may be otherwise provided in the Articles of Incorporation or the
\nWashington Business Corporation Act.<\/p>\n3.2 NUMBER OF DIRECTORS, QUALIFICATION<\/strong>. The authorized
\nnumber of directors of the corporation shall be as specified and set by
\nresolution from time to time by the Board of Directors. Directors need not be
\nshareholders. No reduction of the authorized number of directors shall have the
\neffect of removing any director before that director153s term of office expires.\n<\/p>\n3.3 ELECTION<\/strong>. Except as provided in Section 3.4 below,
\ndirectors shall be elected by a plurality of the votes cast at each annual
\nmeeting of shareholders, and each director so elected shall hold office until
\nthe annual meeting which takes place in the year in which his or her term
\nexpires and until his or her successor is duly elected and qualified, or until
\nhis or her earlier resignation or removal. Despite the expiration of a
\ndirector153s term, the director continues to serve until the director153s successor
\nshall have been elected and qualified or until there is a decrease in the number
\nof directors.<\/p>\n3.4 VACANCIES<\/strong>. Any vacancy occurring on the Board of
\nDirectors (whether caused by resignation, death, an increase in the number of
\ndirectors, or otherwise) may be filled by affirmative vote of a majority of the
\nBoard of Directors. If the directors in office constitute fewer than a quorum of
\nthe Board, they may fill the vacancy by the affirmative vote of a majority of
\nall the directors in office, or by a sole remaining director. A director elected
\nto fill any vacancy shall be identified by the class (Class I, II or III as set
\nforth in Article V of the Articles of Incorporation) to which he or she is named
\nand shall hold office until the next shareholders153 meeting at which directors of
\nthe class for which such director has been chosen are elected and until his or
\nher successor has been duly elected and qualified, or until his or her earlier
\nresignation or removal.<\/p>\n3.5 REMOVAL<\/strong>. One or more members of the Board of Directors
\n(including the entire Board) may be removed, for cause, at a meeting of
\nshareholders called expressly for that purpose. A director may be removed only
\nif the number of votes cast to remove the director exceeds the number of votes
\ncast not to remove the director.<\/p>\n9<\/p>\n
\n3.6 RESIGNATION<\/strong>. Any director may resign at any time by
\ndelivering a written resignation to the Chairman or the Secretary, such
\nresignation to specify whether it will be effective at a particular time, upon
\nreceipt by the Chairman or Secretary, at the pleasure of the Board of Directors
\nor, in the case of a resignation governed by section 3.6.1 below, upon
\nacceptance of the resignation by a committee of Qualified Independent Directors
\n(as defined below). If no such specification is made, it shall be deemed
\neffective at the pleasure of the Board of Directors, or, in the case of a
\nresignation tendered under section 3.6.1, upon acceptance of the resignation by
\na committee of Qualified Independent Directors. When one or more directors shall
\nresign from the Board of Directors, effective at a future date, a majority of
\nthe directors then in office, including those who have so resigned, shall have
\npower to fill such vacancy or vacancies, the vote thereon to take effect when
\nsuch resignation or resignations shall become effective, and each Director so
\nchosen shall hold office for the unexpired portion of the term of the Director
\nwhose place shall be vacated and until his successor shall have been duly
\nelected and qualified.<\/p>\n3.6.1 Resignations and Director Elections. <\/strong>Any nominee for
\ndirector in an uncontested election (i.e., an election where the number of
\npersons properly nominated for election as directors at a meeting of
\nshareholders does not exceed the number of directors to be elected at such
\nmeeting) who receives a greater number of votes “withheld” from his or her
\nelection than votes “for” such election shall, promptly following certification
\nof the shareholder vote, offer a resignation to the Board for consideration in
\naccordance with the following procedures. Such offer shall become effective only
\nif, as set forth below, the committee of Qualified Independent Directors accepts
\nsuch resignation.<\/p>\nIn the event that any director has offered to resign pursuant to this section
\n3.6.1, the Board shall establish a committee comprised solely of Qualified
\nIndependent Directors and shall delegate to that committee the authority to
\ndetermine the action to be taken with respect to such offered resignation, which
\ncan include: (i) accepting the offer of resignation; (ii) maintaining the
\ndirector but addressing what the Qualified Independent Directors believe to be
\nthe underlying cause of the withhold votes; (iii) resolving that the director
\nwill not be re-nominated in the future for election; or (iv) rejecting the offer
\nof resignation. In reaching its decision, the committee shall consider all
\nfactors it deems relevant, including (but not limited to): (i) any stated
\nreasons why shareholders withheld votes from such director; (ii) any
\nalternatives for curing the underlying cause of the withheld votes; (iii) the
\ndirector153s tenure; (iv) the director153s qualifications; (v) the director153s past
\nand expected future contributions to the Company; and (vi) the overall
\ncomposition of the Board, including whether accepting the resignation would
\ncause the Company to fail to meet any applicable legal, regulatory, stock
\nexchange, or contractual requirements. The term “Qualified Independent
\nDirectors” means all directors who are: (1) independent directors (as defined in
\naccordance with NASDAQ Listing Rules); and (2) not required to offer their
\nresignation in accordance with this section 3.6.1. Prior to voting, the
\ncommittee shall afford the affected director an opportunity to provide any
\ninformation or statement that the director deems relevant.<\/p>\n 10<\/p>\n
\n3.7 ANNUAL MEETING<\/strong>. The first meeting of each newly elected
\nBoard of Directors shall be known as the annual meeting thereof.<\/p>\n3.8 REGULAR MEETINGS<\/strong>. Regular meetings of the Board of
\nDirectors or of any committee designated by the Board may be held at such place
\nand such day and hour as shall from time to time be fixed by the Board or
\ncommittee, without other notice than the delivery of such resolution as provided
\nin Section 3.10 below.<\/p>\n3.9 SPECIAL MEETINGS<\/strong>. Special meetings of the Board of
\nDirectors or any committee designated by the Board may be called by the
\nChairman, the President or any director or committee member, to be held at such
\nplace and such day and hour as specified by the person or persons calling the
\nmeeting.<\/p>\n3.10 NOTICE OF MEETING<\/strong>. Notice of the date, time, and place
\nof all special meetings of the Board of Directors or any committee designated by
\nthe Board shall be given by the Secretary, Assistant Secretary, or by the person
\ncalling the meeting, by mail, private carrier, telegram, facsimile transmission,
\nor personal communication over the telephone or otherwise, provided such notice
\nis received at least two (2) days prior to the day upon which the meeting is to
\nbe held.<\/p>\nNotice of any meeting of the Board of Directors or any committee designated
\nby the Board need not be given to any director or committee member if it is
\nwaived in a writing signed by the director entitled to the notice, whether
\nbefore or after such meeting is held.<\/p>\n A director153s attendance at or participation in a meeting waives any required
\nnotice to the director of the meeting unless the director at the beginning of
\nthe meeting, or promptly upon the director153s arrival, objects to holding the
\nmeeting or transacting business at the meeting and does not thereafter vote for
\nor assent to action taken at the meeting. Neither the business to be transacted
\nat, nor the purpose of, any regular or special meeting of the Board of Directors
\nor any committee designated by the Board need be specified in the notice or
\nwaiver of notice of such meeting unless required by the Articles of
\nIncorporation or these Bylaws.<\/p>\n Any meeting of the Board of Directors or any committee designated by the
\nBoard shall be a legal meeting without any notice thereof having been given if
\nall of the directors or committee members have received valid notice thereof,
\nare present without objecting, or waive notice thereof in a writing signed by
\nthe director and delivered to the corporation for inclusion in the minutes or
\nfiling with the corporate records, or any combination thereof.<\/p>\n 3.11 QUORUM OF DIRECTORS<\/strong>. A majority of the number of
\ndirectors fixed by or in the manner provided by these Bylaws shall constitute a
\nquorum for the transaction of business. If a quorum is present when a vote is
\ntaken, the affirmative vote of a majority of directors present is the act of the
\nBoard of Directors unless the Articles of Incorporation or these Bylaws require
\nthe vote of a greater number of directors.<\/p>\n11<\/p>\n
\nA majority of the directors present, whether or not constituting a quorum,
\nmay adjourn any meeting to another time and place. If the meeting is adjourned
\nfor more than forty-eight (48) hours, then notice of the time and place of the
\nadjourned meeting shall be given before the adjourned meeting takes place, in
\nthe manner specified in Section 3.10 of these Bylaws, to the directors who were
\nnot present at the time of the adjournment.<\/p>\n 3.12 PRESUMPTION OF ASSENT<\/strong>. Any director who is present at
\nany meeting of the Board of Directors at which action on any corporate matter is
\ntaken shall be presumed to have assented to the action taken unless (a) the
\ndirector objects at the beginning of the meeting, or promptly upon the
\ndirector153s arrival, to holding the meeting or transacting business at the
\nmeeting; (b) the director153s dissent or abstention from the action taken is
\nentered in the minutes of the meeting; or (c) the director delivers written
\nnotice of dissent or abstention to the presiding officer of the meeting before
\nthe adjournment thereof or to the corporation within a reasonable time after
\nadjournment of the meeting. Such right to dissent or abstain shall not be
\navailable to any director who voted in favor of such action.<\/p>\n3.13 ACTION BY DIRECTORS WITHOUT A MEETING<\/strong>. Any action
\nrequired or permitted to be taken by the Board of Directors or any committee
\nthereof may be taken without a meeting, provided that all members of the board
\nor committee individually or collectively evidence such action by one or more
\nconsents executed by each director either before or after the action taken, and
\ndelivered to the corporation. Each such consent shall be set forth in an
\nexecuted record or in an executed electronic transmission to the corporation, as
\nsuch term is defined in Section 2.3 of these Bylaws. Such action by consent
\nshall have the same force and effect as a unanimous vote of the Board of
\nDirectors or the committee. Such consent and any counterparts thereof shall be
\nfiled with the minutes of the proceedings of the board. \\<\/p>\n3.14 TELEPHONIC MEETINGS<\/strong>. Members of the Board of Directors
\nor any committee designated by the Board may participate in a meeting of the
\nBoard or committee by means of a conference telephone or similar communications
\nequipment by means of which all persons participating in the meeting can hear
\neach other during the meeting.<\/p>\n3.15 COMPENSATION<\/strong>. The directors and committee members may
\nbe paid their expenses, if any, or a fixed sum or a stated salary as a director
\nor committee member for attendance at each meeting of the Board or of such
\ncommittee as the case may be. No such payment shall preclude any director or
\ncommittee member from serving the corporation in any other capacity and
\nreceiving compensation therefor.<\/p>\n3.16 COMMITTEES<\/strong>. The Board of Directors, by resolution
\nadopted by a majority of the full Board, may from time to time designate from
\namong its members one or more committees, each of which must have two (2) or
\nmore members and, to the extent provided in such resolution, shall have and may
\nexercise all the authority of the Board of Directors, except that no such
\ncommittee shall have the authority to:<\/p>\n(a) authorize or approve a distribution except according to a general formula
\nor method prescribed by the Board of Directors;<\/p>\n 12<\/p>\n
\n(b) approve or propose to shareholders action that the Washington Business
\nCorporation Act requires to be approved by shareholders;<\/p>\n (c) fill vacancies on the Board of Directors or on any of its committees;\n<\/p>\n (d) adopt any amendment to the Articles of Incorporation;<\/p>\n (e) adopt, amend or repeal these Bylaws;<\/p>\n (f) approve a plan of merger; or<\/p>\n (g) authorize or approve the issuance or sale or contract for sale of shares,
\nor determine the designation and relative rights, preferences and limitations of
\na class or series of shares, except that the Board of Directors may authorize a
\ncommittee, or a senior executive officer of the corporation, to do so within
\nlimits specifically prescribed by the Board of Directors.<\/p>\n Meetings of such committees shall be governed by the same procedures as
\ngovern the meetings of the Board of Directors. All committees so appointed shall
\nkeep regular minutes of their meetings and shall cause them to be recorded in
\nbooks kept for that purpose at the office of the corporation.<\/p>\n ARTICLE 4 <\/strong><\/p>\nOFFICERS <\/strong><\/p>\n4.1 APPOINTMENT<\/strong>. The officers of the corporation shall be
\nappointed annually by the Board of Directors at its annual meeting. If the
\nappointment of officers is not held at such meeting, such appointment shall be
\nheld as soon thereafter as a Board of Directors meeting conveniently may be
\nheld. Except in the case of death, resignation or removal, each officer shall
\nhold office at the pleasure of the Board of Directors until the next annual
\nmeeting of the Board and until his successor is appointed and qualified.<\/p>\n4.2 QUALIFICATION<\/strong>. None of the officers of the corporation
\nneed be a director, except as specified below. Any two or more of the corporate
\noffices may be held by the same person.<\/p>\n4.3 OFFICERS DESIGNATED<\/strong>. The officers of the corporation
\nshall include a Chairman of the Board of Directors, a President and Chief
\nExecutive Officer, and a Chief Financial Officer, each of whom shall be elected
\nby the Board of Directors. Such other officers and assistant officers, including
\nbut not limited to, one or more Executive Vice Presidents (each of whom shall
\nalso be an executive officer), a Secretary, a Treasurer, and one or more Vice
\nPresidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
\nTreasurers and other officers as may be deemed necessary may be appointed by the
\nBoard of Directors.<\/p>\n13<\/p>\n
\n(a) CHAIRMAN<\/strong>. The Chairman shall, when present, preside at
\nall meetings of the Board of Directors and the shareholders and shall have such
\nother powers commonly incident to his office and as the Board may prescribe.
\nExcept where by law the signature of the President is required, the Chairman
\nshall possess the same power as the President to sign all contracts,
\ncertificates and other instruments of the corporation which may be authorized by
\nthe Board of Directors. During the absence or disability of the President, the
\nChairman shall exercise all the powers and discharge all the duties of the
\nPresident. The Chairman shall also perform such other duties and may exercise
\nsuch other powers as from time to time may be assigned to him by these Bylaws or
\nby the Board of Directors. The Chairman may only be appointed or removed by
\naction of a majority of the entire Board of Directors.<\/p>\n(b) PRESIDENT<\/strong>. The President shall be the chief executive
\nofficer of the corporation and, subject to the direction and control of the
\nBoard of Directors, shall supervise and control all of the assets, business, and
\naffairs of the corporation. The President shall vote the shares owned by the
\ncorporation in other corporations, domestic or foreign, unless otherwise
\nprescribed by the Board, and shall execute all bonds, mortgages, contracts and
\nother instruments of the corporation requiring a seal, under the seal of the
\ncorporation, except where required or permitted by law to be otherwise signed
\nand executed and except that the other officers of the corporation may sign and
\nexecute documents when so authorized by these Bylaws, the Board of Directors or
\nthe President. In general, the President shall perform all duties incident to
\nthe office of President and such other duties as may be prescribed by the Board
\nfrom time to time. The President shall, unless a Chairman has been appointed and
\nis present, preside at all meetings of the shareholders and the Board of
\nDirectors. The President shall also perform such other duties and may exercise
\nsuch other powers as from time to time may be assigned to him by these Bylaws or
\nby the Board of Directors. The President may only be appointed or removed by a
\nmajority of the entire Board of Directors.<\/p>\n(c) EXECUTIVE VICE PRESIDENTS<\/strong>. At the request of the
\nPresident or in his absence or his inability to act (and if there be no Chairman
\nof the Board of Directors), an Executive Vice President designated by a majority
\nof the Board of Directors shall perform the duties of the President, and when so
\nacting, shall have all the powers of and be subject to all the restrictions upon
\nthe President. Each Executive Vice President (including any Senior Executive
\nVice Presidents) shall perform such other duties and have such other powers as
\nthe Board of Directors from time to time may prescribe. If there be no Chairman
\nof the Board of Directors and no Executive Vice President, the Board of
\nDirectors shall designate the officer of the corporation who, in the absence of
\nthe President or in the event of the inability or refusal of the President to
\nact, shall perform the duties of the President, and when so acting, shall have
\nall the powers of and be subject to all the restrictions upon the President.\n<\/p>\n(d) SECRETARY<\/strong>. The Secretary shall:<\/p>\n(i) keep the minutes of meetings of the shareholders and the Board of
\nDirectors in one or more books provided for that purpose;<\/p>\n (ii) see that all notices are duly given in accordance with the provisions of
\nthese Bylaws or as required by law;<\/p>\n 14<\/p>\n
\n(iii) be custodian of the corporate records and seal of the corporation, if
\none be adopted;<\/p>\n (iv) keep a register of the post office address of each shareholder and
\ndirector;<\/p>\n (v) sign with the President, or the Chairman, certificates for shares of the
\ncorporation, the issuance of which shall have been authorized by resolution of
\nthe Board of Directors;<\/p>\n (vi) have general charge of the stock transfer books of the corporation; and\n<\/p>\n (vii) in general, perform all duties incident to the office of Secretary and
\nsuch other duties as from time to time may be assigned by the President or the
\nBoard of Directors.<\/p>\n In the absence of the Secretary, an Assistant Secretary may perform the
\nduties of the Secretary.<\/p>\n (e) CHIEF FINANCIAL OFFICER<\/strong>. The Chief Financial Officer
\nshall keep or cause to be kept the books of account of the corporation in a
\nthorough and proper manner and shall render statements of the financial affairs
\nof the corporation in such form and as often as required by the Board of
\nDirectors or the President. The Chief Financial Officer, subject to the order of
\nthe Board of Directors, shall have the custody of all funds and securities of
\nthe corporation. The Chief Financial Officer shall perform other duties commonly
\nincident to his office and shall also perform such other duties and have such
\nother powers as the Board of Directors or the President shall designate from
\ntime to time. The President may direct the Treasurer or any Assistant Treasurer,
\nor the Controller or any Assistant Controller, or other officer of the
\ncorporation, to assume and perform the duties of the Chief Financial Officer in
\nthe absence or disability of the Chief Financial Officer, and each Treasurer and
\nAssistant Treasurer and each Controller and Assistant Controller shall perform
\nother duties commonly incident to his office and shall also perform such other
\nduties and have such other powers as the Board of Directors or the President
\nshall designate from time to time.<\/p>\n(f) TREASURER<\/strong>. Subject to the direction and control of the
\nBoard of Directors, the Treasurer shall have charge and custody of and be
\nresponsible for all funds and securities of the corporation; and, at the
\nexpiration of his term of office, he shall turn over to his successor all
\nproperty of the corporation in his possession.<\/p>\nIn the absence of the Treasurer, an Assistant Treasurer may perform the
\nduties of the Treasurer.<\/p>\n 4.4 DELEGATION<\/strong>. In case of the absence or inability to act
\nof any officer of the corporation and of any person herein authorized to act in
\nhis place, the Board of Directors may from time to time delegate the powers or
\nduties of such officer to any other officer or director or other person whom it
\nmay select.<\/p>\n15<\/p>\n
\n4.5 RESIGNATION<\/strong>. Any officer may resign at any time by
\ndelivering written notice to the corporation. Any such resignation shall take
\neffect when the notice is delivered unless the notice specifies a later date.
\nUnless otherwise specified in the notice, acceptance of such resignation by the
\ncorporation shall not be necessary to make it effective. Any resignation shall
\nbe without prejudice to the rights, if any, of the corporation under any
\ncontract to which the officer is a party.<\/p>\n4.6 REMOVAL<\/strong>. Any officer or agent elected or appointed by
\nthe Board of Directors may be removed by the Board of Directors at any time with
\nor without cause. Election or appointment of an officer or agent shall not of
\nitself create contract rights.<\/p>\n4.7 VACANCIES<\/strong>. A vacancy in any office because of death,
\nresignation, removal, disqualification, creation of a new office, or any other
\ncause may be filled by the Board of Directors for the unexpired portion of the
\nterm or for a new term established by the Board of Directors.<\/p>\n4.8 COMPENSATION<\/strong>. Compensation, if any, for officers and
\nother agents and employees of the corporation shall be determined by the Board
\nof Directors, or by the President to the extent such authority may be delegated
\nto him by the Board of Directors. No officer shall be prevented from receiving
\ncompensation in such capacity by reason of the fact that he is also a director
\nof the corporation.<\/p>\nARTICLE 5 <\/strong><\/p>\nEXECUTION OF INSTRUMENTS AND VOTING <\/strong><\/p>\nOF SECURITIES OWNED BY THE CORPORATION <\/strong><\/p>\n5.1 EXECUTION OF CORPORATE INSTRUMENTS<\/strong>. The Board of
\nDirectors may, in its discretion, determine the method and designate the
\nsignatory officer or officers, or other person or persons, to execute on behalf
\nof the corporation any corporate instrument or document, or to sign on behalf of
\nthe corporation the corporate name without limitation, or to enter into
\ncontracts on behalf of the corporation, except where otherwise provided by law
\nor these Bylaws, and such execution or signature shall be binding upon the
\ncorporation.<\/p>\nAll checks and drafts drawn on banks or other depositaries on funds to the
\ncredit of the corporation or in special accounts of the corporation shall be
\nsigned by such person or persons as the Board of Directors shall authorize so to
\ndo.<\/p>\n Unless authorized or ratified by the Board of Directors or within the agency
\npower of an officer, no officer, agent or employee shall have any power or
\nauthority to bind the corporation by any contract or engagement or to pledge its
\ncredit or to render it liable for any purpose or for any amount.<\/p>\n 5.2 VOTING OF SECURITIES OWNED BY THE CORPORATION<\/strong>. All stock
\nand other securities of other corporations owned or held by the corporation for
\nitself, or for other<\/p>\n16<\/p>\n
\nparties in any capacity, shall be voted, and all proxies with respect thereto
\nshall be executed, by the person authorized so to do by resolution of the Board
\nof Directors, or, in the absence of such authorization, by the Chairman of the
\nBoard of Directors, the Chief Executive Officer, the President or any Executive
\nVice President.<\/p>\n ARTICLE 6 <\/strong><\/p>\nSTOCK <\/strong><\/p>\n6.1 FORM AND EXECUTION OF CERTIFICATES<\/strong>. Certificates for the
\nshares of stock of the corporation shall be in such form as is consistent with
\nthe Articles of Incorporation and applicable law. Every holder of stock in the
\ncorporation shall be entitled to have a certificate signed by or in the name of
\nthe corporation by the Chairman of the Board of Directors, or the President or
\nany Vice President and by the Treasurer or Assistant Treasurer or the Secretary
\nor Assistant Secretary, certifying the number of shares owned by him in the
\ncorporation. Any or all of the signatures on the certificate may be facsimiles.
\nIn case any officer, transfer agent, or registrar who has signed or whose
\nfacsimile signature has been placed upon a certificate shall have ceased to be
\nsuch officer, transfer agent, or registrar before such certificate is issued, it
\nmay be issued with the same effect as if he were such officer, transfer agent,
\nor registrar at the date of issue. Each certificate shall state upon the face or
\nback thereof, in full or in summary, all of the powers, designations,
\npreferences, and rights, and the limitations or restrictions of the shares
\nauthorized to be issued or shall, except as otherwise required by law, set forth
\non the face or back a statement that the corporation will furnish without charge
\nto each shareholder who so requests the powers, designations, preferences and
\nrelative, participating, optional, or other special rights of each class of
\nstock or series thereof and the qualifications, limitations or restrictions of
\nsuch preferences and\/or rights. Except as otherwise expressly provided by law,
\nthe rights and obligations of the holders of certificates representing stock of
\nthe same class and series shall be identical.<\/p>\n6.2 LOST CERTIFICATES<\/strong>. The corporation may issue a new
\ncertificate or certificates in place of any certificate or certificates
\ntheretofore issued by the corporation alleged to have been lost, stolen, or
\ndestroyed, upon the making of an affidavit of that fact by the person claiming
\nthe certificate of stock to be lost, stolen, or destroyed. The corporation may
\nrequire, as a condition precedent to the issuance of a new certificate or
\ncertificates, the owner of such lost, stolen, or destroyed certificate or
\ncertificates, or his legal representative, to agree to indemnify the corporation
\nin such manner as it shall require or to give the corporation a surety bond in
\nsuch form and amount as it may direct as indemnity against any claim that may be
\nmade against the corporation with respect to the certificate alleged to have
\nbeen lost, stolen, or destroyed.<\/p>\n6.3 TRANSFERS<\/strong><\/p>\n(a) Transfers of record of shares of stock of the corporation shall be made
\nonly upon its books by the holders thereof, in person or by attorney duly
\nauthorized, and upon the surrender of a properly endorsed certificate or
\ncertificates for a like number of shares.<\/p>\n 17<\/p>\n
\n(b) The corporation shall have power to enter into and perform any agreement
\nwith any number of shareholders of any one or more classes of stock of the
\ncorporation to restrict the transfer of shares of stock of the corporation of
\nany one or more classes owned by such shareholders in any manner not prohibited
\nby the Act.<\/p>\n 6.4 REGISTERED SHAREHOLDERS<\/strong>. The corporation shall be
\nentitled to recognize the exclusive right of a person registered on its books as
\nthe owner of shares to receive dividends, and to vote as such owner, and shall
\nnot be bound to recognize any equitable or other claim to or interest in such
\nshare or shares on the part of any other person whether or not it shall have
\nexpress or other notice thereof, except as otherwise provided by the laws of
\nWashington.<\/p>\n6.5 EXECUTION OF OTHER SECURITIES<\/strong>. All bonds, debentures and
\nother corporate securities of the corporation, other than stock certificates
\n(covered in Section 6.1), may be signed by the Chairman of the Board of
\nDirectors, the President, any Executive Vice President or Vice President, or
\nsuch other person as may be authorized by the Board of Directors, and the
\ncorporate seal impressed thereon or a facsimile of such seal imprinted thereon
\nand attested by the signature of the Secretary or an Assistant Secretary, or the
\nChief Financial Officer or Treasurer or an Assistant Treasurer; provided,
\nhowever, that where any such bond, debenture or other corporate security shall
\nbe authenticated by the manual signature, or where permissible facsimile
\nsignature, of a trustee under an indenture pursuant to which such bond,
\ndebenture or other corporate security shall be issued, the signatures of the
\npersons signing and attesting the corporate seal on such bond, debenture or
\nother corporate security may be the imprinted facsimile of the signatures of
\nsuch persons. Interest coupons appertaining to any such bond, debenture or other
\ncorporate security, authenticated by a trustee as aforesaid, shall be signed by
\nthe Treasurer or an Assistant Treasurer of the corporation or such other person
\nas may be authorized by the Board of Directors, or bear imprinted thereon the
\nfacsimile signature of such person. In case any officer who shall have signed or
\nattested any bond, debenture or other corporate security, or whose facsimile
\nsignature shall appear thereon or on any such interest coupon, shall have ceased
\nto be such officer before the bond, debenture or other corporate security so
\nsigned or attested shall have been delivered, such bond, debenture or other
\ncorporate security nevertheless may be adopted by the corporation and issued and
\ndelivered as though the person who signed the same or whose facsimile signature
\nshall have been used thereon had not ceased to be such officer of the
\ncorporation.<\/p>\nARTICLE 7 <\/strong><\/p>\nBOOKS AND RECORDS <\/strong><\/p>\n7.1 BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER<\/strong>. The
\ncorporation shall keep as permanent records minutes of all meetings of its
\nshareholders and Board of Directors, a record of all actions taken by the
\nshareholders or Board of Directors without a meeting, and a record of all
\nactions taken by a committee of the Board of Directors exercising the authority
\nof the Board of Directors on behalf of the corporation. The corporation shall
\nmaintain appropriate accounting records. The corporation or its agent shall
\nmaintain a record of its shareholders, in a form that permits preparation of a
\nlist of the names and addresses of all shareholders, in alphabetical order by
\nclass of shares showing the number and class of<\/p>\n18<\/p>\n
\nshares held by each. The corporation shall keep a copy of the following
\nrecords at its principal office: the Articles of Incorporation and all
\namendments to them currently in effect; the Bylaws and all amendments to them
\ncurrently in effect; the minutes of all shareholders153 meetings, and records of
\nall actions taken by shareholders without a meeting, for the past three years;
\nits financial statements for the past three years, including balance sheets
\nshowing in reasonable detail the financial condition of the corporation as of
\nthe close of each fiscal year, and an income statement showing the results of
\nits operations during each fiscal year prepared on the basis of generally
\naccepted accounting principles or, if not, prepared on a basis explained
\ntherein; a list of the names and business addresses of its current directors and
\nofficers; and its most recent annual report delivered to the Secretary of State
\nof Washington.<\/p>\n 7.2 COPIES OF RESOLUTIONS<\/strong>. Any person dealing with the
\ncorporation may rely upon a copy of any of the records of the proceedings,
\nresolutions, or votes of the Board of Directors or shareholders, when certified
\nby the President, Secretary or Assistant Secretary.<\/p>\nARTICLE 8 <\/strong><\/p>\nFISCAL YEAR <\/strong><\/p>\nThe fiscal year of the corporation shall be set by the Board of Directors.\n<\/p>\n ARTICLE 9 <\/strong><\/p>\nCORPORATE SEAL <\/strong><\/p>\nThe Board of Directors may adopt a corporate seal for the corporation which
\nshall have inscribed thereon the name of the corporation, the year and state of
\nincorporation and the words “corporate seal”.<\/p>\n ARTICLE 10 <\/strong><\/p>\nINDEMNIFICATION <\/strong><\/p>\n10.1 RIGHT TO INDEMNIFICATION<\/strong>. The power, right and
\nobligation of the corporation to indemnify any director of the corporation shall
\nbe as set forth in Article VII of the Articles of Incorporation.<\/p>\n10.2 NONEXCLUSIVITY OF RIGHTS<\/strong>. The right to indemnification
\nand the advancement of expenses conferred in Article VII of the Articles of
\nIncorporation shall not be exclusive of any other right which any person may
\nhave or hereafter acquire under any statute, provision of the Articles of
\nIncorporation or Bylaws of the corporation, general or specific action of the
\nBoard of Directors, contract or otherwise.<\/p>\n10.3 INSURANCE, CONTRACTS AND FUNDING<\/strong>. The corporation may
\nmaintain insurance, at its expense, to protect itself and any individual who is
\nor was a director, officer, employee or agent of the corporation or who, while a
\ndirector, officer, employee or agent of the<\/p>\n19<\/p>\n
\ncorporation, is or was serving at the request of the corporation as an agent
\nof another foreign or domestic corporation, partnership, joint venture, trust,
\nemployee benefit plan or other enterprise against any expense, liability or loss
\nasserted against or incurred by the individual in that capacity or arising from
\nthe individual153s status as a director, officer, employee or agent, whether or
\nnot the corporation would have the power to indemnify such person against such
\nexpense, liability or loss under the Washington Business Corporation Act. The
\ncorporation may enter into contracts with any director, officer, employee or
\nagent of the corporation in furtherance of the provisions of Article VII of the
\nArticles of Incorporation and may create a trust fund, grant a security interest
\nor use other means (including, without limitation, a letter of credit) to ensure
\nthe payment of such amounts as may be necessary to effect indemnification as
\nprovided in Article VII of the Articles of Incorporation.<\/p>\n 10.4 INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS OF THE
\nCORPORATION<\/strong>. The corporation may, by action of the Board of Directors,
\ngrant rights to indemnification and advancement of expenses to officers,
\nemployees and agents of the corporation with the same scope and effect as the
\nprovisions of Article VII of the Articles of Incorporation with respect to the
\nindemnification and advancement of expenses of directors of the corporation or
\npursuant to rights granted pursuant to, or provided by, the Washington Business
\nCorporation Act or otherwise.<\/p>\n10.5 PERSONS SERVING OTHER ENTITIES<\/strong>. Any individual who is
\nor was a director, officer or employee of the corporation who, while a director,
\nofficer or employee of the corporation, is or was serving (a) as a director or
\nofficer of another foreign or domestic corporation of which a majority of the
\nshares entitled to vote in the election of its directors is held by the
\ncorporation, (b) as a trustee of an employee benefit plan and the duties of the
\ndirector or officer to the corporation also impose duties on, or otherwise
\ninvolve services by, the director or officer to the plan or to participants in
\nor beneficiaries of the plan or (c) in an executive or management capacity in a
\nforeign or domestic partnership, joint venture, trust or other enterprise of
\nwhich the corporation or a wholly owned subsidiary of the corporation is a
\ngeneral partner or has a majority ownership or interest shall be deemed to be so
\nserving at the request of the corporation and entitled to indemnification and
\nadvancement of expenses under Article VII of the Articles of Incorporation.<\/p>\nARTICLE 11 <\/strong><\/p>\nAMENDMENT OF BYLAWS <\/strong><\/p>\n11.1 These Bylaws may be altered, amended or repealed and new Bylaws may be
\nadopted by the Board of Directors, except that the Board of Directors may not
\nrepeal or amend any Bylaw that the shareholders have expressly provided, in
\namending or repealing such Bylaw, may not be amended or repealed by the Board of
\nDirectors. The shareholders may also alter, amend and repeal these Bylaws or
\nadopt new Bylaws. All Bylaws made by the Board of Directors may be amended,
\nrepealed, altered or modified by the shareholders.<\/p>\n August 23, 2010<\/p>\n 20<\/p>\n <\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7220],"corporate_contracts_industries":[9495],"corporate_contracts_types":[9573,9574],"class_list":["post-41505","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-costco-wholesale-corp","corporate_contracts_industries-retail__department","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41505","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41505"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41505"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41505"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41505"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} |