{"id":41578,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-weyerhaeuser-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-weyerhaeuser-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-weyerhaeuser-co.html","title":{"rendered":"Bylaws – Weyerhaeuser Co."},"content":{"rendered":"

BYLAWS <\/strong><\/p>\n

OF <\/strong><\/p>\n

WEYERHAEUSER COMPANY <\/strong><\/p>\n

(as amended through April 14, 2011)<\/p>\n

ARTICLE I <\/strong><\/p>\n

PRINCIPAL OFFICE <\/strong><\/p>\n

The principal office of this corporation, and its registered office in the
\nState of Washington, is the Weyerhaeuser Headquarters Building, 33663
\nWeyerhaeuser Way South, Federal Way, Washington.<\/p>\n

The registered agent of the corporation is the Secretary of the corporation.\n<\/p>\n

ARTICLE II <\/strong><\/p>\n

SHAREHOLDERS153 MEETINGS <\/strong><\/p>\n

1.(a) The annual meeting of shareholders at which the Directors are elected
\nshall be held at 9:00 a.m. on the third Thursday in April at the registered
\noffice of the corporation, or at such other time or place within or without the
\nState of Washington as may be designated by the Board of Directors, for the
\npurpose of electing directors, and for the transaction only of such other
\nbusiness as is properly brought before the meeting, in accordance with these
\nbylaws.<\/p>\n

(b) To be properly brought before the meeting, business must be of a nature
\nthat is appropriate for consideration at an annual meeting and must be (i)
\nspecified in the notice of meeting (or any supplement thereto) given by or at
\nthe direction of the Board of Directors, (ii) otherwise properly brought before
\nthe meeting by or at the direction of the Board of Directors, or (iii) otherwise
\nproperly brought before the meeting by a shareholder entitled to vote on the
\nrelevant item of business.<\/p>\n

(c) In addition to any other applicable requirements, for business (other
\nthan nominations for the election of directors, which are governed by Sections 2
\nand 3 of Article III), to be properly brought before the annual meeting by a
\nshareholder, the shareholder must have given timely notice thereof in writing to
\nthe Secretary of the corporation. To be timely, each such notice must be given,
\neither by personal delivery or by United States mail, postage prepaid, to the
\nSecretary of the corporation, not less than 90 days nor more than 120 days prior
\nto the meeting; provided<\/u>, however<\/u>, that in the event that less
\nthan 100 days153 notice or prior public disclosure of the date of the meeting is
\ngiven or made to shareholders, notice by the shareholder to be timely must be so
\nreceived not later than the close of business on the tenth day following the day
\non which such notice of the date of the annual meeting was mailed or such public
\ndisclosure was made, whichever first occurs. Each such notice to the Secretary
\nshall set forth as to each business the shareholder proposes to bring before the
\nannual meeting (1) a brief description of such business and the reasons for
\nconducting such business at the annual meeting and, in the event that such
\nbusiness includes a proposal to amend the bylaws of the corporation, the
\nlanguage of the proposed amendment, (2) the name and address of record of the
\nshareholder proposing such business and the name and address of the beneficial
\nowner of shares, if any, on whose behalf the business is being proposed (the
\n“Beneficial Owner”), (3) a representation that the shareholder is a holder of
\nrecord of shares of the corporation entitled to vote at such meeting and intends
\nto appear in persons or by proxy at the meeting to propose such business, (4)
\nthe name of each person with whom such shareholder or Beneficial Owner has any
\nagreement, arrangement or understanding (whether written or oral) for the
\npurpose of acquiring, holding, voting (except pursuant to a revocable proxy
\ngiven to such person in response to a public proxy or consent solicitation made
\ngenerally by such person to all holders of shares of the corporation) or
\ndisposing of any shares of the corporation or to cooperate in obtaining,
\nchanging or influencing the control of the corporation (except independent
\nfinancial, legal and other advisors acting in the ordinary course of their
\nrespective businesses), and a description of each such agreement, arrangement or
\nunderstanding, and the name of each other person with whom such shareholder or
\nBeneficial Owner is acting in concert with respect to the corporation, (5) a
\ndescription of the material interest of the shareholder, any Beneficial Owner,
\neach affiliate (as defined under Regulation 13D under the Securities Exchange
\nAct of 1934, as amended, and the rules and regulations promulgated thereunder
\n(the “Exchange Act”)) of such shareholder or Beneficial Owner, each person
\ndescribed under clause (4) above and each person (if any) nominated by such
\nshareholder in compliance with Sections 2 and 3 of Article III for election as
\ndirector to the Board of Directors (each person described in this clause (5), a
\n“Covered Person”) in each item of business described pursuant to clause (1)
\nabove, (6) a list of the class or series and number of shares of the corporation
\nthat are owned of record or beneficially by each Covered Person and documentary
\nevidence of such record or beneficial ownership, (7) a list of all derivative
\nsecurities (as defined under Rule 16a-1 under the Exchange Act) and other
\nderivatives or similar arrangements to which any Covered Person is a
\ncounterparty and relating to any shares of the corporation, a description of all
\neconomic terms of each such derivative securities and other derivatives or
\nsimilar arrangements and copies of all agreements and other documents relating
\nto each such derivative securities and other derivatives or similar
\narrangements, (8) a list of all transactions by any Covered Person involving any
\nshares of the corporation or any derivative securities (as defined under Rule
\n16a-1 under the Exchange Act) or other derivatives or similar arrangements
\nrelated to any shares of the corporation within 60 days of the date of the
\nnotice, (9) all other information that, as of the date of the notice, would be
\nrequired to be filed on Schedule 13D (including the exhibits thereto) under the
\nExchange Act, by any Covered Person, regardless of whether such Covered Person
\nhas publicly filed or is required to file a Schedule 13D containing such
\ninformation, and (10) if the shareholder or Beneficial Owner intends to solicit
\nproxies in support of any of such shareholder153s proposals, a representation to
\nthat effect.<\/p>\n

(d) Notwithstanding anything in these bylaws to the contrary, no business
\nshall be transacted at the annual meeting except in accordance with the
\nprocedures set forth in this Section; , and the presiding officer of any annual
\nmeeting of shareholders may refuse to permit any business to be brought before
\nan annual meeting without compliance with the foregoing procedures or if the
\nshareholder or Beneficial Owner solicits proxies in support of such
\nshareholder153s proposal without such shareholder having made the representation
\nrequired by clause (10) of Section 1(c) of this Article II.<\/p>\n

2.(a) Special meetings of shareholders may be called by (i) the Board of
\nDirectors pursuant to a resolution adopted by the affirmative vote of a majority
\nof the entire Board of Directors (as defined in Section 1 of Article III) or
\n(ii) upon the written request of the holders of at least 25% of the outstanding
\nvoting stock of the Corporation entitled to vote on the matter or matters to be
\nbrought before the proposed special meeting.<\/p>\n

(b) A request for a special meeting shall be delivered personally or sent by
\nregistered mail to the Secretary of the Corporation at its principal executive
\noffices and shall be signed and dated by each stockholder of record (or a duly
\nauthorized agent of such stockholder) requesting the special meeting (each, a
\n“Requesting Shareholder”), and shall include (i) the name and address of each
\nRequesting Shareholder; (ii) the class and number of shares of the Corporation
\nbeneficially owned by each; (iii) a statement of the specific purpose or
\npurposes of the special meeting, including the text of any resolutions proposed
\nfor consideration and, if the business includes a proposal to amend these Bylaws
\nor the Articles of Incorporation, the language of the proposed amendment; (iv)
\nthe information required by Section 1(c) of this Article II or Article III,
\nSection 2, as applicable; and (v) an acknowledgement by the Requesting
\nShareholders and the beneficial owners, if any, on whose behalf the special
\nmeeting request is being made that a disposition of shares of the Corporation153s
\ncapital stock owned of record or beneficially as of the date on which the
\nspecial meeting request in respect of such shares is delivered to the Secretary
\nthat is made at any time prior to the special meeting shall constitute a
\nrevocation of such special meeting request with respect to such disposed shares.\n<\/p>\n

(c) If the Board of Directors determines that the special meeting Request
\ncomplies with the Corporation153s Articles of Incorporation and the provisions of
\nthese Bylaws and that the proposal to be considered or business to be conducted
\nis a proper subject for shareholder action under applicable law, the Board of
\nDirectors shall call and send notice of a special meeting for the purpose set
\nforth in the special meeting request. Special meetings of shareholders shall be
\nheld at such time and place as shall be stated in the notice of special meeting
\nsolely for such purpose or purposes as may be stated in the notice of said
\nmeeting; provided, however, that in the case of a special meeting requested by
\nthe shareholders, the date of any such special meeting shall be not later than
\n90 days after the special meeting request that satisfies the requirements of
\nthis Section 2 is received by the Secretary.<\/p>\n

3. The record date for the determination of shareholders entitled to notice
\nof and to vote at each annual or special meeting of shareholders shall be the
\nclose of business on the eighth Friday preceding each such meeting, provided,
\nhowever, that the Board of Directors may by resolution fix a different record
\ndate for any particular meeting of shareholders.<\/p>\n

4. Every shareholder shall furnish in writing to the principal transfer
\nagent, his post office address at which notice of shareholders153 meetings and any
\nother notices or communications pertaining to the corporation153s affairs or
\nbusiness may be served upon or mailed to him; and every shareholder shall
\nforthwith advise the principal transfer agent in writing of any change of
\naddress.<\/p>\n

ARTICLE III <\/strong><\/p>\n

DIRECTORS <\/strong><\/p>\n

1. The business and affairs of this corporation shall be managed under the
\ndirection of a Board of Directors consisting of not fewer than nine (9) nor more
\nthan thirteen (13) directors, the exact number to be determined from time to
\ntime by resolution adopted by the affirmative vote of a majority of the entire
\nBoard of Directors, each director to hold office until his successor shall have
\nbeen elected and qualified. Notwithstanding the foregoing, in an election to
\nwhich plurality voting does not apply, the term of a director who does not
\nreceive a majority of the votes cast in accordance with Section 4 of this
\nArticle III, but who was a director at the time of the election, shall terminate
\non the date that is the earliest of (i) 90 days from the date of the
\ncertification of the election results, (ii) the date on which a person is
\nselected by the Board of Directors to fill the office held by such director,
\nwhich selection shall be deemed to constitute the filling of a vacancy by the
\nBoard of Directors, and (iii) the date on which the director153s resignation is
\naccepted by the Board of Directors. Whenever used in these bylaws, the phrase
\n“entire Board of Directors” shall mean that number of directors fixed by the
\nmost recent resolution adopted pursuant to the preceding sentence prior to the
\ndate as of which a determination of the number of directors then constituting
\nthe entire Board of Directors shall be relevant for any purpose under these
\nbylaws.<\/p>\n

2. Subject to the rights of holders of any class or series of stock having a
\npreference over the common shares as to dividends or upon liquidation,
\nnominations for the election of directors may be made by the Board of Directors
\nor a committee appointed by the Board of Directors or by any shareholder
\nentitled to vote generally in the election of directors. However, nominations
\nfor the election of directors made by any shareholder entitled to vote generally
\nin the election of directors shall be valid and effective only if written notice
\nof such shareholder153s intent to make such nomination or nominations has been
\ngiven, either by personal delivery or by United States mail, postage prepaid, to
\nthe Secretary of the corporation not less than 90 days nor more than 120 days
\nprior to the meeting; provided, however, that in the event that less than 100
\ndays153 notice or prior public disclosure of the date of the meeting is given or
\nmade to shareholders, notice by the shareholder to be timely must be so received
\nnot later than the close of business on the tenth day following the day on which
\nsuch notice of the date of meeting was mailed or such public disclosure was
\nmade, whichever first occurs. Each such notice to the Secretary shall set forth:\n<\/p>\n

(a) all of the information that is required to be included in a notice from a
\nshareholder for bringing other business before the meeting under Section 1(c) of
\nArticle II; and<\/p>\n

(b) any information relating to such shareholder and any Beneficial Owner
\nthat would be required to be disclosed in a proxy statement or other filing
\nrequired to be made in connection with solicitations of proxies for the election
\nof directors in a contested election pursuant to Section 14 of the Exchange Act
\n; and<\/p>\n

(c) as to each person whom the shareholder proposes to nominate for election
\nor re-election as a director:<\/p>\n

(i) the name, age, business and residence addresses, and principal occupation
\nor employment of each nominee,<\/p>\n

(ii) a description of all agreements, arrangements or understandings (whether
\nwritten or oral) between or among any of the shareholder, any Beneficial Owner,
\neach nominee and any other person or persons (naming such person or persons)
\nrelated to the nomination of each nominee that are to be made by the
\nshareholder,<\/p>\n

(iii) such other information regarding each nominee proposed by such
\nshareholder as would be required to be made in connection with solicitations of
\nproxies for election of directors in a contested election pursuant to Section 14
\nof the Exchange Act (including such person153s written consent to being named in
\nthe proxy statement as a nominee and serving as a director of the corporation if
\nso elected), and<\/p>\n

(iv) a description of all direct and indirect compensation and other material
\nmonetary agreements, arrangements and understandings (whether written or oral)
\nduring the past three years, and any other material relationships, between or
\namong such shareholder and Beneficial Owner, if any, and their respective
\naffiliates and associates, or others acting in concert therewith, on the one
\nhand, and each proposed nominee, and his respective affiliates and associates,
\nor others acting in concert therewith, on the other hand, including without
\nlimitation all information that would be required to be disclosed pursuant to
\nItem 404 promulgated under Regulation S-K if the shareholder making the
\nnomination and any Beneficial Owner or any affiliate or associate thereof or
\nperson acting in concert therewith, were the “registrant” for purposes of such
\nrule and the nominee were a director or executive officer of such registrant;
\nand<\/p>\n

(d) with respect to each nominee for election or re-election to the Board of
\nDirectors, the completed and signed questionnaire, representation and agreement
\nrequired by Section 3 of this Article III. The corporation may require any
\nproposed nominee to furnish such other information as may reasonably be required
\nby the corporation to determine the eligibility of such proposed nominee to
\nserve as an independent director of the corporation or that could be material to
\na reasonable shareholder153s understanding of the independence, or lack thereof,
\nof such nominee. If, after the shareholder has delivered the notice of
\nnominations under this Section, any information required to be contained in such
\nnotice as described above changes prior to the date of the relevant meeting,
\nsuch notice shall be deemed to be not in compliance with this Section and not
\neffective unless such shareholder, within one calendar day of the date of the
\nevent causing such change in information, delivers to the Secretary of the
\ncorporation an updated notice containing such change. No person nominated by a
\nshareholder of the corporation shall be eligible for election as a director of
\nthe corporation unless nominated by such shareholder in accordance with the
\nprovisions set forth in Sections 2 and 3 of this Article III. The presiding
\nofficer of the meeting may determine that a nomination was not made in
\naccordance with such provisions, and if he should so determine, he shall so
\ndeclare to the meeting and the defective nomination shall be disregarded.<\/p>\n

3. To be eligible to be a nominee for election or reelection as a director of
\nthe corporation, a person must deliver (in accordance with the time periods
\nprescribed for delivery of notice under Section 2 of this Article III) to the
\nSecretary of the corporation at the principal executive offices of the
\ncorporation a written questionnaire with respect to the background and
\nqualification of such person and the background of any other person or entity on
\nwhose behalf the nomination is being made (which questionnaire shall be provided
\nby the Secretary upon written request) and a written representation and
\nagreement (in the form provided by the Secretary upon written request), which
\nagreement shall (a) provide that such person (i) is not and will not become a
\nparty to (A) any agreement, arrangement or understanding with, and has not given
\nany commitment or assurance to, any person or entity as to how such person, if
\nelected as a director of the corporation, will act or vote on any issue or
\nquestion (a “Voting Commitment”) that has not been disclosed to the corporation
\nor (B) any Voting Commitment that could limit or interfere with such person153s
\nability to comply, if elected as a director of the corporation, with such
\nperson153s fiduciary duties under applicable law, (ii) is not and will not become
\na party to any agreement, arrangement or understanding with any person or entity
\nother than the corporation with respect to any direct or indirect compensation,
\nreimbursement or indemnification in connection with service or action as a
\ndirector that has not been disclosed therein, and (iii) in such person153s
\nindividual capacity and on behalf of any person or entity on whose behalf the
\nnomination is being made, would be in compliance, if elected as a director of
\nthe corporation, and will comply with all applicable publicly disclosed
\ncorporate governance, conflict of interest, confidentiality and stock ownership
\nand trading policies and guidelines of the corporation.<\/p>\n

4. A nominee for director shall be elected or re-elected to the Board of
\nDirectors if the votes cast for such nominee153s election or re-election exceed
\nthe votes cast against such nominee153s election or re-election. Shares otherwise
\npresent at the meeting, but for which there is an abstention, as to which no
\nauthority or direction to vote in the election is given or specified, or whose
\nballot is marked withheld shall not be deemed to be votes cast. Notwithstanding
\nthe foregoing, directors shall be elected by a plurality of the votes cast at
\nany meeting of shareholders for which (i) the Secretary of the corporation has
\nreceived a notice that a shareholder has nominated a person for election to the
\nBoard of Directors in compliance with the advance notice requirements for
\nshareholder nominees for director set forth in the corporation153s bylaws and (ii)
\nsuch nomination has not been withdrawn by such shareholder on or prior to the
\nexpiration of the time fixed in such bylaw for submitting nominations (a
\n“contested election”). If the number of nominees for any election of directors
\nexceeds the number of directors to be elected, the directors shall be elected by
\na plurality of the votes cast. If directors are to be elected by a plurality of
\nthe votes cast, shareholders shall not be permitted to vote against a nominee.\n<\/p>\n

5. In the event that there shall be a vacancy on the Board of Directors, a
\nperson may be appointed as a director to fill such vacancy by vote of a majority
\nof the entire Board of Directors. Any director appointed to fill a vacancy on
\nthe Board of Directors shall stand for election by the shareholders at the next
\nannual meeting of shareholders.<\/p>\n

6. Meetings of the Board of Directors, regular or special, may be held at any
\nplace within or without the State of Washington. The times and places for
\nholding meetings of the Board of Directors may be fixed from time to time by
\nresolution of the Board of Directors or (unless contrary to a resolution of the
\nBoard of Directors) in the notice of the meeting. Members of the Board of
\nDirectors may participate in a meeting of the Board of Directors by means of
\nconference telephone or similar communication equipment by means of which all
\npersons participating in the meeting can hear each other. Participation by such
\nmeans shall constitute presence in person at a meeting.<\/p>\n

7. The annual meeting of the Board of Directors may be held immediately
\nfollowing the adjournment of the annual meeting of shareholders at the place at
\nwhich the annual meeting of shareholders is held or at such other time or place
\nfixed by resolution of the Board of Directors.<\/p>\n

8. Special meetings of the Board of Directors shall be held whenever called
\nby the Chairman of the Board, the Chief Executive Officer, the President or the
\nSecretary or by any two or more directors. Notice of each special meeting of the
\nBoard of Directors shall, if mailed, be addressed to each director at the
\naddress designated by him for that purpose or, if none is designated, at his
\nlast known address and be mailed on or before the third day before the date on
\nwhich the meeting is to be held; or such notice shall be sent to each director
\nat such address by telegraph, cable, wireless, telex or other electronic means
\nof transmission, or be delivered to him personally, not later than the day
\nbefore the date on which such meeting is to be held. Every such notice shall
\nstate the time and place of the meeting but need not state the purposes of the
\nmeeting, except to the extent required by law. If mailed, each notice shall be
\ndeemed given when deposited, with postage thereon prepaid, in a post office or
\nofficial depository under the exclusive care and custody of the United States
\nPostal Service. Such mailing shall be by first class mail.<\/p>\n

ARTICLE IV <\/strong><\/p>\n

EXECUTIVE AND OTHER COMMITTEES <\/strong><\/p>\n

1.(a) The Board of Directors may, by resolution passed by a majority of the
\nwhole Board, designate three or more of their number to constitute an Executive
\nCommittee, and shall include therein the Chairman of the Board. The Chairman of
\nthe Executive Committee shall be an independent Director. The Executive
\nCommittee, except to the extent limited in the aforesaid resolution or by law,
\nshall have and exercise, in the interval between meetings of the Board of
\nDirectors, the authority and powers of the Board of Directors in the management
\nof the business of the corporation.<\/p>\n

(b) Meetings of the Executive Committee may be held at any time and at any
\nplace upon call of the Chairman of the Board or the Secretary or any two members
\nof the Committee. Notice, which need not state the purpose of the meeting, shall
\nbe given orally, in writing or by telegraph, facsimile or other electronic means
\nnot less than 24 hours prior to the time of the holding of said meeting, except
\nthat if a meeting is held at a time and place fixed in a resolution of the
\nExecutive Committee or the Board of Directors, no notice shall be required.
\nMembers of the Executive Committee may participate in a meeting of the Executive
\nCommittee by means of conference telephone or similar communication equipment by
\nmeans of which all persons participating in the meeting can hear each other.
\nParticipation by such means shall constitute presence in person at a meeting.\n<\/p>\n

(c) Three of the members of the Executive Committee, or a majority of the
\nmembers if a majority is greater than three, shall constitute a quorum for the
\ntransaction of business and the act of three of the members of the Executive
\nCommittee, or a majority of the members if a majority is greater than three,
\npresent at a meeting shall be the act of the Executive Committee. All action
\ntaken by the Executive Committee shall be reported to the next meeting of the
\nBoard of Directors, unless before such meeting a copy of said minutes shall have
\nbeen given to each Director.<\/p>\n

2.(a) The Board of Directors may, by resolution passed by a majority of the
\nwhole Board, define the powers, authority, and functions of, designate the
\nnumber of members and name the Chairmen and other members of such other
\ncommittees of the Board of Directors as the Board shall from time to time
\ndetermine.<\/p>\n

(b) Meetings of such a committee may be had at any time and at any place upon
\ncall of the Chairman of the committee, the Chairman of the Board or any other
\ntwo members of the committee. Notice, which need not state the purpose of the
\nmeeting, shall be given orally, in writing or by telegraph, facsimile or other
\nelectronic means not less than twenty-four hours prior to the time of the
\nholding of said meeting, except that if a meeting is held at a time and place
\nfixed in a resolution of the Committee, or the Board of Directors, no notice
\nshall be required. Members of such committees may participate in a meeting of
\nthe committee by means of conference telephone or similar communication
\nequipment by means of which all persons participating in the meeting can hear
\neach other. Participation by such means shall constitute presence in person at a
\nmeeting.<\/p>\n

(c) A majority of the members of such a committee shall constitute a quorum
\nof the committee for the transaction of its business and the act of a majority
\nof the members of the committee present at a meeting shall be the act of the
\ncommittee. All action taken by such a committee shall be reported to the next
\nmeeting of the Board of Directors, unless before such meeting a copy of the
\nminutes of the committee meeting shall have been given to each Director.<\/p>\n

ARTICLE V <\/strong><\/p>\n

OFFICERS <\/strong><\/p>\n

1. The officers of this corporation shall include those elected by the Board
\nof Directors and those appointed by the Chief Executive Officer. The officers of
\nthis corporation to be elected by the Board of Directors shall be: a Chief
\nExecutive Officer, a President, one or more Executive Vice Presidents, one or
\nmore Senior Vice Presidents, a Secretary, a Treasurer, a General Counsel, a
\nChief Accounting Officer, and a Director of Taxes. The officers of this
\ncorporation which may from time to time be appointed by the Chief Executive
\nOfficer shall be the Vice Presidents and such additional officers and assistant
\nofficers of this corporation as he may determine.<\/p>\n

2. At its annual meeting the Board of Directors shall elect such of the
\nofficers of this corporation as are to be elected by it and each such officer
\nshall hold office until the next such annual meeting or until a successor shall
\nhave been duly elected and qualified or until his death, resignation, retirement
\nor removal by the Board of Directors. A vacancy in any such office may be filled
\nfor the unexpired portion of the term at any meeting of the Board of Directors.
\nSuch of the officers of this corporation as are appointed by the Chief Executive
\nOfficer shall serve for such periods of time as he may determine or until a
\nsuccessor shall have been appointed or until his death, resignation, retirement
\nor removal from office.<\/p>\n

3. Any Director or officer may resign his office at any time. Such
\nresignation shall be made in writing and delivered to and filed with the
\nSecretary, except that a resignation of the Secretary shall be delivered to and
\nfiled with the Chief Executive Officer. A resignation so made shall be effective
\nupon its delivery unless some other time be fixed in the resignation, and then
\nfrom the date so fixed.<\/p>\n

4. The Board of Directors may appoint and remove at will such agents and
\ncommittees as the business of the corporation shall require, each of whom shall
\nexercise such powers and perform such duties as may from time to time be
\nprescribed or assigned by the Chief Executive Officer, the Board of Directors or
\nby other provisions of these bylaws.<\/p>\n

ARTICLE VI <\/strong><\/p>\n

POWERS AND DUTIES OF OFFICERS <\/strong><\/p>\n

1. The Chairman of the Board of Directors shall, when present, preside at all
\nmeetings of the Board of Directors and the shareholders. The Chairman, in
\nconsultation with the Board of Directors, may advise with and assist the Chief
\nExecutive Officer in any possible way, and shall perform such duties as may be
\nassigned to him by the Board or the Chief Executive Officer.<\/p>\n

2. The Chief Executive Officer of the corporation shall be vested with
\ngeneral authority and control of its affairs, and over the officers, agents and
\nemployees of the corporation, subject to the Board of Directors. He shall
\nperform all the duties devolving upon him by law as the Chief Executive Officer
\nof the corporation. He shall from time to time report to the Board of Directors
\nany information and recommendations concerning the business or affairs of the
\ncorporation that may be proper or needed, and shall see that all orders and
\nresolutions of the Board of Directors are carried into effect, and shall perform
\nsuch other duties and services, not inconsistent with law or these bylaws, as
\npertain to his office, or as are required by the Board of Directors.<\/p>\n

3.(a) The President, the Executive Vice Presidents, the Senior Vice
\nPresidents and the Vice Presidents shall have and exercise such powers and
\ndischarge such duties as may from time to time be conferred upon and delegated
\nto them respectively, by the Chief Executive Officer, or by these bylaws, or by
\nthe Board of Directors.<\/p>\n

(b) In the absence of the Chief Executive Officer or in the case of his
\ninability to act, the President, or in the absence of the President or in the
\ncase of his inability to act, the most senior Executive Vice President present,
\nor in the absence or inability to act of any Executive Vice President, the most
\nsenior Senior Vice President present, shall be vested with all the powers and
\nshall perform all the duties of said Chief Executive Officer during his absence
\nor inability to act, or until his successor shall have been elected.<\/p>\n

4.(a) The Treasurer shall attend to the collection, receipt and disbursement
\nof all moneys belonging to the corporation. He shall have authority to endorse,
\non behalf of the corporation, all checks, notes, drafts, warrants and orders,
\nand he shall have custody over all securities of the corporation. He shall have
\nsuch additional powers and such other duties as he may from time to time be
\nassigned or directed to perform by these bylaws or by the Board of Directors or
\nby the Chief Executive Officer.<\/p>\n

(b) The Assistant Treasurers, in the order of their seniority, shall have all
\nof the powers and shall perform the duties of the Treasurer in case of the
\nabsence of the Treasurer or his inability to act, and shall have such other
\npowers and duties as they may from time to time be assigned or directed to
\nperform.<\/p>\n

5.(a) The Secretary shall have the care and custody of the corporate and
\nstock books and the corporate seal of the corporation. He shall attend all
\nmeetings of the shareholders, and, when possible, all meetings of the Board of
\nDirectors and of the Executive Committee, and shall record all votes and the
\nminutes of all proceedings in books kept for that purpose. He shall sign such
\ninstruments in behalf of the corporation as he may be authorized by the Board of
\nDirectors or by law to do, and shall countersign, attest and affix the corporate
\nseal to all certificates and instruments where such countersigning or such
\nsealing and attestation are necessary to the true and proper execution thereof.
\nHe shall see that proper notice is given of all meetings of the shareholders of
\nwhich notice is required to be given, and shall have such powers and duties as
\nhe may from time to time be assigned or directed to perform by these bylaws, by
\nthe Board of Directors or the Chief Executive Officer.<\/p>\n

(b) The Assistant Secretaries, in the order of their seniority, shall have
\nall of the powers and shall perform the duties of the Secretary in case of the
\nabsence of the Secretary or his inability to act, and shall have such other
\npowers and duties as they may from time to time be assigned or directed to
\nperform.<\/p>\n

6. The General Counsel shall attend all meetings of the shareholders and,
\nupon request, meetings of the Board of Directors and the Executive Committee of
\nthe corporation, and act as advisor thereof, and shall have general supervision
\nof all legal matters of the corporation, and at all times be subject to the
\ndirection of the Chief Executive Officer and the Board of Directors of the
\ncorporation.<\/p>\n

7.(a) The Chief Accounting Officer of the corporation shall have authority
\nover and custody of the financial and property books and records of the
\ncorporation. He shall maintain adequate records of all assets, liabilities and
\ntransactions of the corporation; and shall have such additional powers and
\nduties as he may from time to time be assigned or directed to perform by these
\nbylaws or by the Board of Directors or by the Chief Executive Officer.<\/p>\n

(b) The Assistant Controllers, in the order of their seniority, shall have
\nall of the powers and shall perform the duties of the Controller in case of the
\nabsence of the Controller or his inability to act, and shall have such other
\npowers and duties as they may from time to time be assigned or directed to
\nperform.<\/p>\n

ARTICLE VII <\/strong><\/p>\n

CERTIFICATES OF STOCK <\/strong><\/p>\n

1. Shares of the corporation may, but need not be, represented by
\ncertificates. All certificates of stock shall be in such form as shall be
\napproved by the Board of Directors, shall be numbered in the order of their
\nissue, shall be dated, shall be signed by the Chairman of the Board, the
\nPresident, an Executive Vice President, a Senior Vice President, or a Vice
\nPresident, and by the Secretary or an Assistant Secretary, provided, that where
\nany such certificate is manually countersigned by a Registrar, other than the
\ncorporation or its employee, the signatures of the Chairman of the Board,
\nPresident, Executive Vice President, Senior Vice President, Vice President,
\nSecretary, or Assistant Secretary, and the Transfer Agent upon such certificates
\nmay be facsimiles. In case any officer or officers who shall have signed or
\nwhose facsimile signature or signatures shall have been used on any such
\ncertificate or certificates shall cease to be such officer or officers of the
\ncorporation, whether because of death, resignation, or otherwise, before such
\ncertificate or certificates shall have been delivered by the corporation, such
\ncertificate or certificates may nevertheless be issued and delivered by the
\ncorporation as though the person or persons who signed such certificate or
\ncertificates or whose facsimile signature or signatures were used thereon had
\nnot ceased to be such officer or officers of the corporation.<\/p>\n

2. The corporation shall, if and whenever the Board of Directors so
\ndetermines, maintain one or more transfer offices each in charge of a Transfer
\nAgent designated by the Board of Directors where the shares of the corporation
\nshall be directly transferable; and likewise, one or more registration offices
\neach in charge of a Registrar designated by the Board of Directors where such
\ncertificates shall be registered. One person or corporation may be designated as
\nboth Transfer Agent and Registrar. When any such transfer and registration
\noffice or offices are maintained and the Transfer Agent or Agents and Registrar
\nor Registrars shall have been designated for such office or offices, no
\ncertificate for shares of the corporation shall be valid unless countersigned by
\na Transfer Agent so designated and by a Registrar so designated.<\/p>\n

3. Except as otherwise provided in the articles of incorporation or a
\nresolution of the Board of Directors of this corporation, transfer of fractional
\nshares shall not be made upon the records or books of the corporation, nor shall
\ncertificates for fractional shares be issued by the corporation.<\/p>\n

4. The corporation may issue a new certificate in place of any certificate
\ntheretofore issued by it alleged to have been lost or destroyed. The Board of
\nDirectors shall require the owner of the lost, destroyed or mutilated
\ncertificate, or his legal representative, to give the corporation a bond in such
\nsum and with such surety or sureties as it may direct, to indemnify the
\ncorporation against any claim that shall be made against it on account of the
\nalleged loss or destruction of such certificate.<\/p>\n

5. The Board of Directors may make such additional rules and regulations, not
\ncontrary to law or these bylaws, as it may deem expedient concerning the issue,
\ntransfer and registration of certificates for shares and of shares without
\ncertificates of the corporation. Within a reasonable time after the issuance or
\ntransfer of shares without certificates, the corporation shall send the
\nshareholder a written statement of the information required on certificates by
\napplicable law.<\/p>\n

ARTICLE VIII <\/strong><\/p>\n

CONTRACTS <\/strong><\/p>\n

The Board of Directors may authorize any officer or officers, agent or
\nagents, to enter into any contract or to execute and deliver any instrument in
\nthe name and on behalf of the corporation, and such authority may be general or
\nconfined to specific instances; and unless so authorized by the Board of
\nDirectors or by these bylaws, no officer, agent or employee shall have any power
\nor authority to bind the corporation by any contract or undertaking, or to
\npledge its credit or to render it liable for any purpose or on any account.<\/p>\n

ARTICLE IX <\/strong><\/p>\n

FISCAL YEAR <\/strong><\/p>\n

The fiscal year of this corporation shall be the period beginning with the
\nopening of business on January 1 and ending with the close of business on
\nDecember 31 of each year.<\/p>\n

ARTICLE X <\/strong><\/p>\n

CORPORATE SEAL <\/strong><\/p>\n

The corporate seal shall be the one of which an impression is affixed in the
\nleft hand margin hereof, bearing the words:<\/p>\n

“WEYERHAEUSER COMPANY<\/p>\n

CORPORATE SEAL<\/p>\n

STATE OF WASHINGTON”<\/p>\n

ARTICLE XI <\/strong><\/p>\n

NOTICES AND WAIVERS <\/strong><\/p>\n

1. Whenever notice is required under these bylaws or by statute, and such
\nnotice is given by mail, the time of giving such notice shall be deemed to be
\nthe time when the same is placed in the United States mail, postage prepaid, and
\naddressed to the party to be notified, at his last known address.<\/p>\n

2. Any shareholder, officer, director or member of the Executive Committee
\nmay waive at any time any notice required to be given under these bylaws, either
\nby separate writing or directly upon the face of the records.<\/p>\n

ARTICLE XII <\/strong><\/p>\n

INDEMNIFICATION <\/strong><\/p>\n

1. This corporation shall indemnify any person who was or is a party or is
\nthreatened to be made a party to or is otherwise involved (including, without
\nlimitation, as a witness) in any threatened, pending or completed action, suit
\nor proceeding, whether civil, criminal, administrative or investigative and
\nwhether formal or informal, by reason of the fact that the person is or was a
\ndirector, officer or employee, or who is or was serving at the request of the
\ncorporation as a director, officer, partner, trustee, employee or agent of
\nanother foreign or domestic corporation, partnership, joint venture, trust,
\nother enterprise, or employee benefit plan (hereinafter an “indemnitee”) against
\njudgments, penalties, fines, settlements and reasonable expenses actually
\nincurred by the person in connection with such action, suit or proceeding to the
\nfullest extent and in the manner set forth in and permitted by the Business
\nCorporation Act of the State of Washington, and any other applicable law, as
\nfrom time to time in effect. Such right of indemnification shall not be deemed
\nexclusive of any other rights to which the person may be entitled apart from the
\nforegoing provisions. For purposes of this Article “director, officer or
\nemployee” shall include persons who hold such positions in this corporation or
\nin a wholly owned subsidiary, or hold, at the written request of an officer of
\nthis corporation, an equivalent position in another enterprise. The rights
\ngranted by this Article shall apply whether or not the person continues to be a
\ndirector, officer or employee at the time liability or expense is incurred and
\nshall inure to the benefit of the indemnitee153s heirs, executors and
\nadministrators. Notwithstanding any amendment or repeal of this Section, or of
\nany amendment or repeal of the any of the procedures that may be established by
\nthe Board pursuant to this Section, any indemnitee shall be entitled to
\nindemnification in accordance with the provisions of these Bylaws and those
\nprocedures with respect to any acts or omissions of the indemnitee occurring
\nprior to the amendment or repeal. The right to indemnification conferred in this
\nsection shall be a contract right.<\/p>\n

2. The right to indemnification conferred in this Article XII shall include
\nthe right to be paid by this corporation the expenses incurred in defending any
\nproceeding in advance of its final disposition (hereinafter an “advancement of
\nexpenses”). An advancement of expenses shall be made upon delivery to this
\ncorporation of a written affirmation of the indemnitee of the indemnitee153s good
\nfaith belief that the indemnitee has met the standard of conduct described in
\nRCW 23B.08.510 and an undertaking, by or on behalf of such indemnitee, to repay
\nall amounts so advanced if it shall ultimately be determined that the indemnitee
\ndid not meet the standard of conduct.<\/p>\n

3. This corporation shall have power to the fullest extent permitted by the
\nBusiness Corporation Act of the State of Washington to purchase and maintain
\ninsurance on behalf of any person who is, or was, a director, officer, employee
\nor agent of this corporation or is or was serving at the request of this
\ncorporation as an officer, director, employee or agent of another corporation,
\npartnership, joint venture, trust, other enterprise, or employee benefit plan
\nagainst any liability asserted against him or incurred by him in any such
\ncapacity or arising out of his status as such, whether or not this corporation
\nwould have the power to indemnify the person against such liability under the
\nprovisions of Section 1 of this Article XII or under the Business Corporation
\nAct of the State of Washington or any other provision of law.<\/p>\n

ARTICLE XIII <\/strong><\/p>\n

AMENDMENT OF BYLAWS <\/strong><\/p>\n

These bylaws may be altered, amended or repealed or new bylaws enacted by (a)
\nthe affirmative vote of a majority of the entire Board of Directors (if notice
\nof the proposed alteration or amendment is contained in the notice of the
\nmeeting at which such vote is taken or if all directors are present) or (b) at
\nany regular meeting of the shareholders (or at any special meeting thereof duly
\ncalled for that purpose) by the affirmative vote of a majority of the shares
\nrepresented and entitled to vote at such meeting (if notice of the proposed
\nalteration or amendment is contained in the notice of such meeting); provided,
\nhowever, that Article III of these bylaws may be amended only by the affirmative
\nvote a majority of the shares represented and entitled to vote at any regular
\nmeeting of the shareholders or at any special meeting thereof duly called for
\nthat purpose, the notice of which special meeting shall include the form of the
\nproposed alteration or repeal or of the proposed new bylaws, or a summary
\nthereof, except that any amendment required by law or necessary or desirable to
\ncure an administrative or technical deficiency may be made as provided in (a) or
\n(b) above; and provided, further, that Article III of these bylaws shall be
\nsuperseded and preempted by an amendment to the articles of incorporation of
\nthis corporation establishing majority voting requirements for the election of
\ndirectors.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9326],"corporate_contracts_industries":[9484],"corporate_contracts_types":[9573,9574],"class_list":["post-41578","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-weyerhaeuser-co","corporate_contracts_industries-materials__wood","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\/41578","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=41578"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41578"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41578"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41578"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}