{"id":41579,"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-willamette-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-willamette-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-willamette-industries-inc.html","title":{"rendered":"Bylaws – Willamette Industries Inc."},"content":{"rendered":"\n BYLAWS\n OF\n WILLAMETTE INDUSTRIES, INC.\n AS AMENDED THROUGH\n FEBRUARY 11, 2002\n\n\n ARTICLE I\n\n Offices\n\n Section 1. Principal Office. The principal office of the\ncorporation in the State of Oregon shall be located in the City of Portland,\nCounty of Multnomah. The corporation may have such other offices, either within\nor without the State of Oregon, as the board of directors may designate or as\nthe business of the corporation may require from time to time.\n\n Section 2. Registered Office. The registered office of the\ncorporation required by the Oregon Business Corporation Act (\"Act\") to be\nmaintained in the State of Oregon may be, but need not be, the same as any of\nits places of business in the State of Oregon, and the location of the\nregistered office may be changed from time to time by the board of directors or\nthe registered agent of the corporation.\n\n ARTICLE II\n\n Shareholders\n\n Section 1. Annual Meeting. The annual meeting of the shareholders\nof the corporation for the purpose of electing directors and for the transaction\nof such other business as may properly be brought before the meeting shall be\nheld on such date and at such time as may be designated from time to time by the\nboard of directors.\n\n Section 2. Special Meetings. Special meetings of the shareholders,\nfor any purpose or purposes, may be called by the chairman of the board, by the\npresident and chief executive officer, or by the board of directors, and shall\nbe called by the chairman of the board if one or more written demands for a\n\n\n - 1 -\n\n\nmeeting describing the purpose or purposes for which it is to be held are\nsigned, dated and delivered to the secretary of the corporation by the holders\nof at least 10 percent of all votes entitled to be cast on any issue proposed to\nbe considered at the meeting.\n\n Section 3. Place of Meeting. The board of directors shall\ndetermine the place of meeting for all annual and special meetings of the\nshareholders. In the absence of any such determination, all meetings of\nshareholders shall be held at the principal office of the corporation in the\nState of Oregon.\n\n Section 4. Notice of Meeting. Written or printed notice stating\nthe place, day and hour of the meeting and, in case of a special meeting, the\npurpose or purposes for which the meeting is called, shall be given not earlier\nthan 60 nor less than ten days before the date of the meeting, either personally\nor by mail, by or at the direction of the chairman of the board, the president\nand chief executive officer, or the secretary, or the persons calling the\nmeeting, to each shareholder of record entitled to vote at such meeting. If\nmailed, such notice shall be effective when deposited in the United States mail,\naddressed to the shareholder at his address as shown in the corporation's\ncurrent record of shareholders, with postage thereon prepaid. If a meeting is\nadjourned to a different date, time or place announced at the meeting before\nadjournment, notice need not be given of the new date, time or place unless a\nnew record date is or must be fixed for the adjourned meeting.\n\n Section 5. Quorum; Manner of Acting. Shares entitled to vote as a\nseparate voting group may take action on a matter only if a quorum of those\nshares exists with respect to the matter. A majority of the votes entitled to be\ncast on the matter by voting group, represented in person or by proxy, shall\nconstitute a quorum of that voting group for action on that\n\n\n - 2 -\n\n\nmatter. If a quorum exists, action on a matter, other than the election of\ndirectors, shall be approved by a voting group if the votes cast within the\nvoting group favoring the action exceed the votes cast opposing the action\nunless the Act requires a greater number of affirmative votes. Directors shall\nbe elected by a plurality of the votes cast by the shares entitled to vote in\nthe election at a meeting at which a quorum is present. Once a share is\nrepresented for any purpose at a meeting, it shall be deemed present for quorum\npurposes for the remainder of the meeting and for any adjournment of the meeting\nunless a new record date is or must be set for the adjourned meeting.\n\n Section 6. Proxies. 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\neleven months from the date of its execution, unless otherwise provided in the\nproxy.\n\n Section 7. Voting of Shares. Each outstanding share of the\ncorporation's common stock shall be entitled to one vote upon each matter\nsubmitted to a vote at a meeting of the shareholders except that shares owned,\ndirectly or indirectly, by another corporation in which the corporation owns,\ndirectly or indirectly, a majority of the shares entitled to vote for the\nelection of directors of such other corporation shall not be voted at any\nmeeting or counted in determining the total number of outstanding shares at any\ngiven time.\n\n Section 8. Acceptance of Votes. If the name signed on a vote,\nconsent, waiver or proxy appointment corresponds to the name of a shareholder,\nthe corporation shall be entitled to\n\n\n - 3 -\n\n\naccept the vote, consent, waiver or proxy appointment and give it effect as the\nact of the shareholder.\n\n If the name signed on a vote, consent, waiver or proxy appointment\ndoes not correspond to the name of its shareholder, the corporation shall\nnevertheless be entitled to accept the vote, consent, waiver or proxy\nappointment and give it effect as the act of the shareholder if:\n\n (a) The shareholder is an entity and the name signed purports to\n be that of an officer or agent of the entity.\n\n (b) The name signed purports to be that of an administrator,\n executor, guardian or conservator representing the shareholder.\n\n (c) The name signed purports to be that of a receiver or trustee\n in bankruptcy of the shareholder.\n\n (d) The name signed purports to be that of a pledgee, beneficial\n owner or attorney-in-fact of the shareholder.\n\n (e) Two or more persons are the shareholder as cotenants or\n fiduciaries, the name signed purports to be the name of at least one of\n the co-owners, and the person signing appears to be acting on behalf of\n all co-owners.\n\n The corporation shall be entitled to reject a vote, consent,\n waiver or proxy if the secretary or other officer or agent authorized to\n tabulate votes, acting in good faith, has reasonable basis for doubt\n about the validity of the signature on it or about the signatory's\n authority to sign for the shareholder.\n\n\n - 4 -\n\n\n Section 9. Notice of Business.\n\n (a) Annual Meetings of Shareholders.\n\n (1) Nominations of persons for election to the board of\n directors of the corporation and the proposal of business to be\n considered by the shareholders may be made at an annual meeting of\n shareholders only (A) pursuant to the corporation's notice of\n meeting delivered pursuant to Section 4 of this Article II, (B) by\n the board of directors or a proxy committee appointed by the board\n of directors or (C) by any shareholder of the corporation who is\n entitled to vote at the meeting, who complied with the notice\n procedures set forth in subparagraph\n\n (2) of this paragraph (a) of this bylaw and who was a\n shareholder of record at the time such notice is delivered to the\n secretary of the corporation. (2) For nominations or other\n business to be properly brought before an annual meeting by a\n shareholder pursuant to clause (C) of paragraph (a)(1) of this\n bylaw, the shareholder must have given timely notice thereof in\n writing to the secretary of the corporation, and, in the case of\n business other than nominations, such other business must be a\n proper matter for shareholder action. To be timely, a\n shareholder's notice shall be delivered to the secretary at the\n principal executive offices of the corporation not less than\n ninety days nor more than one hundred twenty days prior to the\n first anniversary of the preceding year's annual meeting;\n provided, however, that in the event that the date of the annual\n meeting is advanced by more than twenty days, or delayed by more\n than seventy days, from such\n\n\n - 5 -\n\n\n anniversary date, notice by the shareholder to be timely must be\n so delivered not earlier than the one hundred twentieth day prior\n to such annual meeting and not later than the close of business on\n the later of the ninetieth day prior to such annual meeting or the\n tenth day following the day on which public announcement of the\n date of such meeting is first made. Such shareholder's notice\n shall set forth (A) as to each person whom the shareholder\n proposes to nominate for election or re-election as a director (i)\n all information relating to such person that is required to be\n disclosed in solicitations of proxies for election of directors,\n or is otherwise required, in each case pursuant to Regulation 14A\n under the Securities Exchange Act of 1934, as amended (the\n \"Exchange Act\"), including such person's written consent to being\n named in the proxy statement as a nominee and to serving as a\n director if elected and (ii) a description of all arrangements or\n understandings between the shareholder and such person and any\n other person or persons (naming such person or persons) pursuant\n to which the nomination is to be made by the shareholder; (B) as\n to any other business that the shareholder proposes to bring\n before the meeting, a brief description of the business desired to\n be brought before the meeting, the text of the proposal or\n business (including the text of any resolutions proposed for\n consideration and in the event that such business includes a\n proposal to amend the bylaws of the corporation, the language of\n the proposed amendment), the reasons for conducting such business\n at the meeting and any material interest in\n\n\n - 6 -\n\n\n such business of such shareholder and the beneficial owner, if\n any, on whose behalf the proposal is made; and (C) as to the\n shareholder giving the notice and the beneficial owner, if any, on\n whose behalf the nomination or proposal is made (i) the name and\n address of such shareholder, as they appear on the corporation's\n books, and of such beneficial owner, (ii) the class and number of\n shares of the corporation which are owned beneficially and of\n record by such shareholder and such beneficial owner, (iii) a\n representation that the shareholder is a holder of record of stock\n of the corporation entitled to vote at such meeting and intends to\n appear in person or by proxy at the meeting to propose such\n business or nomination, and (iv) a representation whether the\n shareholder or the beneficial owner, if any, intends or is part of\n a group which intends (x) to deliver a proxy statement and\/or form\n of proxy to holders of at least the percentage of the\n corporation's outstanding capital stock required to approve or\n adopt the proposal or elect the nominee and\/or (y) otherwise to\n solicit proxies from shareholders in support of such proposal or\n nomination. The foregoing notice requirements shall be deemed\n satisfied by a shareholder if the shareholder has notified the\n corporation of his or her intention to present a proposal at an\n annual meeting in compliance with Rule 14a-8 (or any successor\n thereof) promulgated under the Exchange Act and such shareholder's\n proposal has been included in a proxy statement that has been\n prepared by the corporation to solicit proxies for such annual\n meeting. The corporation may require any\n\n\n - 7 -\n\n\n proposed nominee to furnish such other information as it may\n reasonably require to determine the eligibility of such proposed\n nominee to serve as a director of the corporation.\n\n (b) Special Meetings of Shareholders.\n\n Only such business shall be conducted at a special meeting of\n shareholders as shall have been brought before the meeting pursuant to\n the corporation's notice of meeting pursuant to Section 4 of this Article\n II. Any shareholder or shareholders seeking to request the corporation to\n call a special meeting of shareholders pursuant to Section 2 of this\n Article II shall deliver or mail written notice of such request to the\n secretary of the corporation at its principal executive offices (the\n \"Notice\"). The Notice shall contain all the information that would be\n required in a notice to the secretary given pursuant to clauses (B) and\n (C) of paragraph (a)(2) of this bylaw.\n\n (c) General.\n\n (1) Only persons who are nominated in accordance with the\n procedures set forth in this bylaw shall be eligible to be elected\n at an annual meeting of shareholders of the corporation to serve\n as directors and only such business shall be conducted at a\n meeting of shareholders as shall have been brought before the\n meeting in accordance with the procedures set forth in this bylaw.\n Except as otherwise provided by law, the Restated Articles of\n Incorporation of the corporation or these bylaws, the chairman of\n the meeting shall have the power and duty to determine (A) whether\n a nomination or any business proposed to be brought before the\n meeting was made in accordance with the procedures set forth in\n this bylaw (including whether\n\n\n - 8 -\n\n\n the shareholder or beneficial owner, if any, on whose behalf the\n nomination or proposal is made solicited (or is part of a group\n which solicited) or did not so solicit, as the case may be,\n proxies in support of such shareholder's nominee or proposal in\n compliance with such shareholder's representation as required by\n clause (a)(2)(C)(iv) of this bylaw) and (B) if any proposed\n nomination or business is not in compliance with this bylaw, to\n declare that such defective nomination shall be disregarded or\n that such proposed business shall not be transacted.\n Notwithstanding the foregoing provisions of this bylaw, if the\n shareholder (or a qualified representative of the shareholder)\n does not appear at the annual or special meeting of shareholders\n of the corporation to present a nomination or business, such\n nomination shall be disregarded and such proposed business shall\n not be transacted, notwithstanding that proxies in respect of such\n vote may have been received by the corporation.\n\n (2) For purposes of this bylaw, \"public announcement\" shall\n mean disclosure in a press release reported by the Dow Jones News\n Service, Associated Press or comparable national news service or\n in a document publicly filed by the corporation with the\n Securities and Exchange Commission pursuant to Section 13, 14 or\n 15(d) of the Exchange Act.\n\n (3) For purposes of this bylaw, no adjournment nor notice\n of adjournment of any meeting shall be deemed to constitute a new\n notice of such meeting for purposes of this Section 9, and in\n order for any notification required to be delivered by a\n shareholder pursuant to this Section 9 to be timely, such\n\n\n - 9 -\n\n\n notification must be delivered within the periods set forth above\n with respect to the originally scheduled meeting.\n\n (4) Notwithstanding the foregoing provisions of this bylaw,\n a shareholder shall also comply with all applicable requirements\n of the Exchange Act and the rules and regulations thereunder with\n respect to the matters set forth in this bylaw. Nothing in this\n bylaw shall be deemed to affect any rights of shareholders to\n request inclusion of proposals in the corporation's proxy\n statement pursuant to Rule 14a-8 under the Exchange Act.\n\n ARTICLE III\n\n Board of Directors\n\n Section 1. General Powers. The business and affairs of the\ncorporation shall be managed by its board of directors.\n\n Section 2. Number, Tenure and Classification. The number of\ndirectors shall be seven, divided into three classes, two directors to be\ndesignated as Class A directors, two directors to be designated as Class B\ndirectors, and three directors to be designated as Class C directors. At each\nannual meeting, directors to replace those whose terms expire at such annual\nmeeting shall be elected, each such director to hold office until the third\nannual meeting next succeeding his election and until his successor is elected\nor until his death, resignation, retirement or removal.\n\n Section 3. Regular Meetings. A regular meeting of the board of\ndirectors shall be held without other notice than this bylaw immediately after,\nand at the same place as, the annual meeting of shareholders. The board of\ndirectors may provide by resolution the time and place, either within or\n\n\n - 10 -\n\n\nwithout the State of Oregon, for the holding of additional regular meetings\nwithout other notice than such resolution.\n\n Section 4. Special Meetings. Special meetings of the board of\ndirectors may be called by or at the request of the chairman of the board or any\ntwo directors. The person or persons authorized to call special meetings of the\nboard of directors may fix any place, either within or without the State of\nOregon, as the place for holding any special meeting of the board of directors\ncalled by them.\n\n Section 5. Notice; Waiver. Notice of the time, date and place of\nany special meeting called by or at the request of the chairman of the board\nshall be given at least twenty-four hours previously thereto, orally or by\nwritten notice delivered personally or given by telegraph, teletype, facsimile\ntransmission or other form of wire communication, or by mail or private carrier,\nto each director at his business address or residence address. Notice of the\ntime, date and place of any special meeting called by or at the request of any\ntwo directors shall be given at least ten days previously thereto, orally or by\nwritten notice delivered personally or given by telegraph, teletype, facsimile\ntransmission or other form of wire communication, or by mail or private carrier,\nto each director at his business or residence address. Oral notice shall be\neffective when communicated if communicated in a comprehensible manner and\nwritten notice shall be effective at the earliest of the following: (a) when\nreceived, (b) five days after its deposit in the United States mail, as\nevidenced by the postmark, if mailed postpaid and correctly addressed, (c) on\nthe date shown on the return receipt, if sent by registered or certified mail,\nreturn receipt requested, and the receipt is signed by or on behalf of the\ndirector and (d) if by facsimile transmission, two hours after the notice is\ntransmitted. A director's\n\n\n - 11 -\n\n\nattendance at, or participation in, a meeting shall constitute a waiver of\nnotice of such meeting, except where a director at the beginning of the meeting,\nor promptly upon the director's arrival, objects to holding of the meeting or\nthe transacting of business at the meeting and does not thereafter vote for or\nassent to action taken at the meeting. A written waiver of notice of a meeting\nsigned by the director or directors entitled to such notice, whether before or\nafter the time stated therein, which specifies the meeting for which notice is\nwaived and which is filed with the minutes or corporate records shall be\nequivalent to the giving of such notice. Neither the business to be transacted\nat, nor the purpose of, any regular or special meeting of the board of directors\nneed be specified in the notice or waiver of notice of such meeting.\n\n Section 6. Quorum. A majority of the number of directors fixed by\nSection 2 of this Article III shall constitute a quorum for the transaction of\nbusiness at any meeting of the board of directors, but, if less than such\nmajority is present at a meeting, a majority of the directors present may\nadjourn the meeting from time to time without further notice.\n\n Section 7. Manner of Acting. The affirmative vote of a majority of\nthe directors present at a meeting at which a quorum is present shall be the act\nof the board of directors.\n\n Section 8. Vacancies. Any vacancy occurring in the board of\ndirectors, including a vacancy resulting from an increase in the number of\ndirectors, may be filled by the board of directors or, if the remaining\ndirectors constitute fewer than a quorum, by the affirmative vote of a majority\nof all the remaining directors. The term of a director elected to fill a vacancy\nshall expire at the next shareholders' meeting at which directors are elected.\n\n\n - 12 -\n\n\n Section 9. Presumption of Assent. A director who is present at a\nmeeting of the board of directors at which corporate action is taken shall be\ndeemed to have assented to the action taken, unless (a) the director objects at\nthe beginning of the meeting, or promptly upon the director's arrival, to\nholding the meeting or transacting business at the meeting; (b) the director's\ndissent or abstention from the action taken is entered in the minutes of the\nmeeting; or (c) the director delivers written notice of dissent or abstention to\nthe presiding officer of the meeting before its adjournment or to the\ncorporation immediately after adjournment of the meeting. Such right to dissent\nor abstain shall not apply to a director who voted in favor of such action.\n\n Section 10. Removal of Directors. All or any number of the\ndirectors of the corporation may be removed, with or without cause, at a meeting\ncalled expressly for that purpose, by the affirmative vote of the holders of not\nless than 80 percent of the outstanding shares of capital stock of the\ncorporation.\n\n Section 11. Compensation. By resolution of the board of directors,\neach director may be paid an annual fee as director and, in addition thereto, a\nfixed sum for attendance at each meeting of the board of directors and executive\ncommittee or other committees and his expenses, if any, of attendance at any\nsuch meeting. No such payment shall preclude any director from serving the\ncorporation in any other capacity and receiving compensation therefor.\n\n Section 12. Retirement. Each director shall retire from the board\nof directors on the date of the regular quarterly meeting of directors next\nfollowing the date on which he attains the age of 72 and shall not be eligible\nthereafter for reelection.\n\n\n - 13 -\n\n\n Section 13. Emeritus Director. The board of directors may elect\none or more emeritus directors to serve at the pleasure of the board of\ndirectors. Persons eligible to serve as emeritus directors shall be former\ndirectors of this corporation or of a predecessor corporation; an emeritus\ndirector shall be entitled to attend meetings of the board of directors but\nshall not be entitled to vote on any matter submitted to the board of directors.\nThe board of directors shall fix the compensation to be paid each emeritus\ndirector. Notice of any meeting of the board of directors need not be given to\nan emeritus director, and he shall not be counted for a quorum of the board of\ndirectors.\n\n Section 14. Action Without a Meeting. Any action that may be taken\nby the board of directors at a meeting may be taken without a meeting if one or\nmore consents in writing describing the action so taken shall be signed by all\nthe directors and included in the minutes or filed with the corporate records\nreflecting the action taken.\n\n Section 15. Telephonic Meetings. Meetings of the board of\ndirectors, or of any committee designated by the board of directors, may be held\nby means of conference telephone or any other means of communication by which\nall directors participating in the meeting can hear each other simultaneously\nduring the meeting, and such participation shall constitute presence in person\nat the meeting.\n\n\n - 14 -\n\n\n ARTICLE IV\n\n Executive Committee\n and Other Committees\n\n Section 1. Appointment. The board of directors by resolution\nadopted by a majority of the full board may appoint an executive committee to\nconsist of a chairman and two or more other directors. The chairman of the\ncommittee shall be a director and shall be selected by the board of directors\nfrom the members of the executive committee. The designation of such committee\nand the delegation thereto of authority shall not operate to relieve the board\nof directors, or any member thereof, of any responsibility imposed by law.\n\n Section 2. Authority. The executive committee, when the board of\ndirectors is not in session, shall have and may exercise all the authority of\nthe board of directors except to the extent, if any, that such authority shall\nbe limited by the resolution appointing the executive committee and except also\nthat neither the executive committee nor any other committee of the board of\ndirectors appointed pursuant to Section 10 of this Article IV shall have the\nauthority to (a) authorize distributions; (b) approve or propose to shareholders\nactions required by the Act to be approved by shareholders; (c) fill vacancies\non the board of directors or any of its committees; (d) amend articles of\nincorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of merger\nnot requiring shareholder approval; (g) authorize or approve reacquisition of\nshares, except according to a formula or method prescribed by the board of\ndirectors; or (h) authorize or approve the issuance or sale or contract for sale\nof shares, or determine the designation and relative rights, preferences and\nlimitations of a class or series of shares, except that the board of directors\nmay authorize a committee or a senior executive officer of the\n\n\n - 15 -\n\n\ncorporation to do so within limits specifically prescribed by the board of\ndirectors.\n\n Section 3. Tenure and Qualifications. Each member of the executive\ncommittee shall hold office until the next regular annual meeting of the board\nof directors following his appointment and until his successor is appointed as a\nmember of the executive committee.\n\n Section 4. Meetings; Notice; Waiver. Regular meetings of the\nexecutive committee or any other committee of the board of directors appointed\npursuant to Section 10 of this Article IV may be held without notice at such\ntimes and places as the committee may fix from time to time by resolution.\nSpecial meetings of the executive committee or any such other committee may be\ncalled by any member thereof upon not less than two days' notice stating the\nplace, date and hour of the meeting. The provisions of Section 5 of Article III\nshall apply to the method for giving of notice of special meetings of the\nexecutive committee or any such other committee and to the waiver of notice of\nany such meetings. The notice of a meeting of the executive committee or any\nsuch other committee need not state the business proposed to be transacted at\nthe meeting.\n\n Section 5. Quorum; Manner of Acting. A majority of the members of\nthe executive committee or any such other committee shall constitute a quorum\nfor the transaction of business at any meeting thereof, and the act of a\nmajority of the members present at a meeting at which a quorum is present shall\nbe the act of the committee.\n\n Section 6. Action Without a Meeting. Any action that may be taken\nby the executive committee or any such other committee at a meeting may be taken\nwithout a meeting if one or more consents in writing describing the action so\ntaken shall be signed by all the members of the committee and included in the\n\n\n - 16 -\n\n\nminutes of the committee or filed with the corporate records reflecting the\naction so taken.\n\n Section 7. Vacancies. Any vacancy in the executive committee or\nany such other committee may be filled by a resolution adopted by a majority of\nthe full board of directors.\n\n Section 8. Resignations and Removal. Any member of the executive\ncommittee or any such other committee may be removed at any time with or without\ncause by resolution adopted by a majority of the full board of directors. Any\nmember of the executive committee or any such other committee may resign as a\nmember of the committee at any time by giving written notice to the chairman of\nthe board or secretary of the corporation, and, unless otherwise specified\ntherein, the acceptance of such resignation shall not be necessary to make it\neffective.\n\n Section 9. Procedure. The chairman of the executive committee\nshall be the presiding officer of the executive committee. The executive\ncommittee and any such other committee shall fix its own rules of procedure\nwhich shall not be inconsistent with these bylaws. The committee shall keep\nregular minutes of its proceedings and report the same to the board of directors\nfor its information at the meeting thereof held next after the proceedings shall\nhave been taken.\n\n Section 10. Appointment of Other Committees of the Board of\nDirectors. The board of directors may from time to time by resolution adopted by\na majority of the full board, create any other committee or committees of the\nboard of directors and appoint members of the board to serve thereon. Each such\ncommittee shall have two or more members and, to the extent specified by the\nboard of directors, may exercise the powers of the board subject to the\nlimitations set forth in Section 2 of this Article IV.\n\n\n - 17 -\n\n\n Section 11. Appointment of Other Committees. The board of\ndirectors or the executive committee or, pursuant to the authority of the board\nof directors or the executive committee, the chairman of the board may from time\nto time create and appoint any other committee or committees, or subcommittee or\nsubcommittees, whether composed of directors, officers or employees, with such\nduties, responsibilities and authority as may be prescribed by the board of\ndirectors or the executive committee, or by the chairman of the board pursuant\nto the authority of the board of directors or of the executive committee.\n\n Each such committee or subcommittee shall fix its own rules of\nprocedure. The board of directors, the executive committee or the chairman of\nthe board with respect to any such committee or subcommittee created and\nappointed by him shall have power to change the members of any such committee or\nsubcommittee at any time, to fill vacancies and to dissolve any such committee\nor subcommittee at any time. Any committee may appoint one or more\nsubcommittees, of its own members, to advise with such committee, or to\napportion the work of such committee.\n\n ARTICLE V\n\n Officers\n\n Section 1. Number. The officers of the corporation shall be a\nchairman of the board, a president and chief executive officer, one or more\nexecutive vice-presidents and vice-presidents (the number of executive\nvice-presidents and vice-presidents to be determined by the board of directors),\na chief financial officer, a secretary and a treasurer, each of whom shall be\nappointed by the board of directors. The board of directors may from time to\ntime appoint such assistant officers as may be deemed necessary or desirable for\nthe business of the\n\n\n - 18 -\n\n\ncorporation. Such assistant officers shall have such duties as may be prescribed\nby the board of directors and shall serve at the pleasure of the board of\ndirectors. Any two or more offices may be held by the same person, except the\noffices of chairman of the board or president and chief executive officer and\nsecretary.\n\n Section 2. Appointment and Term of Office. The officers of the\ncorporation shall be appointed annually by the board of directors at the first\nmeeting of the board of directors held after each annual meeting of the\nshareholders. If such appointments shall not be made at such meeting, such\nappointments shall be made as soon thereafter as conveniently may be. Each\nofficer shall hold office until his successor shall have been duly appointed or\nuntil his death or until he shall resign or shall have been removed in the\nmanner hereinafter provided.\n\n Section 3. Removal. The board of directors may remove any officer\nat any time with or without cause. The election or appointment of an officer\nshall not of itself create contract rights; and the resignation or removal of an\nofficer shall not affect the contract rights, if any, of the corporation or the\nofficer.\n\n Section 4. Vacancies. A vacancy in any office because of death,\nresignation, removal, disqualification or otherwise, may be filled by the board\nof directors for the unexpired portion of the term.\n\n Section 5. Chairman of the Board. The chairman of the board shall\nbe a member of the board of directors and shall preside at meetings of the board\nof directors and meetings of shareholders. He shall have general power to\nexecute deeds, mortgages, bonds, contracts and other instruments for and on\nbehalf of the corporation, except in cases where the execution\n\n\n - 19 -\n\n\nthereof shall be expressly delegated by the board of directors or by these\nbylaws to some other officer or agent of the corporation or shall be required by\nlaw to be otherwise executed. He may sign, with the secretary or any other\nproper officer of the corporation thereunto authorized by the board of\ndirectors, certificates for shares of the corporation. He shall perform such\nadditional duties and exercise such authority as from time to time may be\nassigned or delegated to him by the board of directors.\n\n Section 6. President. The president shall be the chief executive\nofficer of the corporation and, subject to the control of the board of\ndirectors, shall in general supervise and control all the business and affairs\nof the corporation. In the absence of the chairman of the board he shall preside\nat meetings of the shareholders. He shall have general power to execute deeds,\nmortgages, bonds, contracts and other instruments for and on behalf of the\ncorporation, except in cases where the execution thereof shall be expressly\ndelegated by the board of directors or by these bylaws to some other officer or\nagent of the corporation or shall be required by law to be otherwise executed.\nHe may sign, with the secretary or any other proper officer of the corporation\nthereunto authorized by the board of directors, certificates for shares of the\ncorporation. He shall perform such additional duties and exercise such authority\nas from time to time may be assigned or delegated to him by the chairman of the\nboard or the board of directors.\n\n Section 7. Executive Vice-Presidents. The executive\nvice-presidents shall perform such duties and exercise such authority as from\ntime to time may be assigned or delegated to them by the president and chief\nexecutive officer, or the board of directors. An executive vice-president may\nsign, with the secretary or any other proper officer of the corporation\n\n\n - 20 -\n\n\nthereunto authorized by the board of directors, certificates for shares of the\ncorporation.\n\n Section 8. Vice-Presidents. The vice-presidents shall perform such\nduties and exercise such authority as from time to time may be assigned or\ndelegated to them by the president and chief executive officer, an executive\nvice-president or the board of directors. One or more of the vice-presidents may\nbe designated senior vice-president. Any vice-president may sign, with the\nsecretary or any other proper officer of the corporation thereunto authorized by\nthe board of directors, certificates for shares of the corporation.\n\n Section 9. Chief Financial Officer. The chief financial officer\nshall be the principal financial officer of the corporation. He shall in general\nperform all duties incident to the office of the chief financial officer and\nsuch other duties as from time to time may be assigned or delegated to him by\nthe president and chief executive officer, or the board of directors.\n\n Section 10. Secretary. The secretary shall: (a) keep the minutes\nof the shareholders' and of the board of directors' meetings in one or more\nbooks provided for that purpose; (b) see that all notices are duly given in\naccordance with the provisions of these bylaws or as required by law; (c) be\ncustodian of the corporate records and of the seal of the corporation and see\nthat the seal of the corporation is affixed to all documents the execution of\nwhich on behalf of the corporation under its seal is duly authorized; (d) keep a\nregister of the post office address of each shareholder which shall be furnished\nto the secretary by such shareholder; (e) sign with the chairman of the board,\nthe president and chief executive officer, an executive vice-president or a\nvice-president certificates for shares of the corporation the\n\n\n - 21 -\n\n\nissuance of which shall have been authorized by resolution of the board of\ndirectors; (f) have general charge of the stock transfer books of the\ncorporation; and (g) in general perform all the duties incident to the office of\nsecretary and such other duties as from time to time may be assigned to him by\nthe president and chief executive officer, or the board of directors.\n\n Section 11. Treasurer. The treasurer shall: (a) have charge and\ncustody of and be responsible for all funds and securities of the corporation;\nreceive and give receipts for moneys due and payable to the corporation from any\nsource whatsoever, and deposit all such moneys in the name of the corporation in\nsuch banks, trust companies or other depositaries as shall be selected in\naccordance with the provisions of Article VI of these bylaws; and (b) in general\nperform all the duties incident to the office of treasurer and such other duties\nas from time to time may be assigned to him by the president and chief executive\nofficer, the chief financial officer or the board of directors. If required by\nthe board of directors, the treasurer shall give a bond for the faithful\ndischarge of his duties in such sum and with such surety or sureties as the\nboard of directors shall determine.\n\n Section 12. Salaries. The salaries of the officers shall be fixed\nfrom time to time by the board of directors and no officer shall be prevented\nfrom receiving such salary by reason of the fact that he is also a director of\nthe corporation.\n\n ARTICLE VI\n\n Contracts, Loans, Checks and Deposits\n\n Section 1. Contracts. The board of directors may authorize any\nofficer or officers, agent or agents, to enter\n\n\n - 22 -\n\n\ninto any contract or execute and deliver any instrument in the name of and on\nbehalf of the corporation, and such authority may be general or confined to\nspecific instances.\n\n Section 2. Loans. No loans shall be contracted on behalf of the\ncorporation and no evidences of indebtedness shall be issued in its name unless\nauthorized by a resolution of the board of directors. Such authority may be\ngeneral or confined to specific instances.\n\n Section 3. Checks, Drafts, etc. All checks, drafts or other orders\nfor the payment of money, notes or other evidences of indebtedness issued in the\nname of the corporation shall be signed in such manner as shall from time to\ntime be determined by resolution of the board of directors.\n\n Section 4. Deposits. All funds of the corporation not otherwise\nemployed shall be deposited from time to time to the credit of the corporation\nin such banks, trust companies or other depositaries as the president and chief\nexecutive officer or the chief financial officer of the corporation may select.\n\n ARTICLE VII\n\n Certificates For Shares and Their Transfer\n\n Section 1. Certificates for Shares. Certificates representing\nshares of the corporation shall be in such form as shall be determined by the\nboard of directors. Such certificates shall be signed by the chairman of the\nboard, the president and chief executive officer, an executive vice-president or\na vice- president and by the secretary or any other proper officer of the\ncorporation thereunto authorized by the board of directors and sealed with the\ncorporate seal or a facsimile thereof. The signatures of such officers upon a\ncertificate may be facsimiles if the certificate is countersigned by a transfer\nagent, or registered by a registrar,\n\n\n - 23 -\n\n\nother than the corporation itself or one of its employees. All certificates for\nshares shall be consecutively numbered or otherwise identified. The name and\naddress of the person to whom the shares represented thereby are issued, with\nthe number of shares and date of issue, shall be entered on the stock transfer\nbooks of the corporation. All certificates surrendered to the corporation for\ntransfer shall be canceled and no new certificate shall be issued until the\nformer certificate for a like number of shares shall have been surrendered and\ncanceled, except as provided in Section 3 of this Article VII.\n\n Section 2. Transfer of Shares. Transfer of shares of the\ncorporation shall be made only on the stock transfer books of the corporation by\nthe holder of record thereof or by his legal representative, who shall furnish\nproper evidence of authority to transfer, or by his attorney thereunto\nauthorized by power of attorney duly executed and filed with the secretary of\nthe corporation, and on surrender for cancellation of the certificate for such\nshares. The person in whose name shares stand on the books of the corporation\nshall be deemed by the corporation to be the owner thereof for all purposes.\n\n Section 3. Replacement of Certificates. In the event of the loss,\ntheft, mutilation or destruction of any certificate for shares, a duplicate\nthereof may be issued and delivered to the owner thereof, provided he makes a\nsufficient affidavit setting forth the material facts surrounding the loss,\ntheft, mutilation or destruction of the original certificate and gives a bond\nwith corporate surety to the corporation, its officers and agents, in an open\npenalty amount indemnifying the corporation, its officers and agents, against\nany losses, costs and damages suffered or incurred by reason of such loss,\ntheft, mutilation or destruction of the original certificate and replacement\nthereof.\n\n\n - 24 -\n\n\n Section 4. Transfer Agents and Registrars. The board of directors\nor executive committee may provide for transfer and registration of the stock of\nthe corporation in Portland, Oregon, and in such other place or places as may be\ndeemed advisable, and for such purpose may appoint and change from time to time\nthe necessary transfer agents and registrars. In case there shall be more than\none transfer agent and more than one registrar, the board of directors or\nexecutive committee may provide for the interchange of certificates\ncountersigned by the several transfer agents and registrars. A transfer agent of\nthe corporation may also be designated as the dividend disbursing agent of the\ncorporation. Resolutions of the board of directors or executive committee\nappointing transfer agents and registrars shall provide for such terms and\nconditions as may be deemed advisable, including without limitation provisions\nfor indemnification of the transfer agents and registrars and instructions to\nthem by designated officers of the corporation.\n\n ARTICLE VIII\n\n Seal\n\n The board of directors shall provide a corporate seal which shall\nbe circular in form and shall have inscribed thereon the name of the corporation\nand the state of incorporation and the words, \"Corporate Seal.\"\n\n\n - 25 -\n\n\n ARTICLE IX\n\n Fiscal Year\n\n The fiscal year of the corporation shall begin on the first day of\nJanuary and end on the thirty-first day of December in each year.\n\n ARTICLE X\n\n Amendments\n\n These bylaws or any portion hereof may be amended by a vote of a\nmajority of the full board of directors at any meeting of the directors.\n\n ARTICLE XI\n\n Oregon Control Share Act\n\n The corporation hereby elects, in accordance with Section 60.804\nof the Act, that Sections 60.801 through 60.816 of the Act shall not apply to\nthe acquisition of the corporation's voting shares.\n\n\n - 26 -\n\n\n TABLE OF CONTENTS\n\n<\/pre>\n
\n\n PAGE
\n
\nARTICLE I OFFICES………………………………………………………… 1<\/p>\n Section 1. Principal Office…………………………………………….. 1<\/p>\n
Section 2. Registered Office……………………………………………. 1<\/p>\n
ARTICLE II SHAREHOLDERS……………………………………………………. 1<\/p>\n
Section 1. Annual Meeting………………………………………………. 1<\/p>\n
Section 2. Special Meetings…………………………………………….. 1<\/p>\n
Section 3. Place of Meeting…………………………………………….. 2<\/p>\n
Section 4. Notice of Meeting……………………………………………. 2<\/p>\n
Section 5. Quorum; Manner of Acting……………………………………… 2<\/p>\n
Section 6. Proxies…………………………………………………….. 3<\/p>\n
Section 7. Voting of Shares…………………………………………….. 3<\/p>\n
Section 8. Acceptance of Votes………………………………………….. 3<\/p>\n
Section 9. Notice of Business…………………………………………… 5<\/p>\n
(a) Annual Meetings of Shareholders……………………………….. 5<\/p>\n
(b) Special Meetings of Shareholders………………………………. 8<\/p>\n
(c) General…………………………………………………….. 8<\/p>\n
ARTICLE III BOARD OF DIRECTORS………………………………………………. 10<\/p>\n
Section 1. General Powers………………………………………………. 10<\/p>\n
Section 2. Number, Tenure and Classification……………………………… 10<\/p>\n
Section 3. Regular Meetings…………………………………………….. 10<\/p>\n
Section 4. Special Meetings…………………………………………….. 11<\/p>\n
Section 5. Notice; Waiver………………………………………………. 11<\/p>\n
Section 6. Quorum……………………………………………………… 12<\/p>\n
Section 7. Manner of Acting…………………………………………….. 12<\/p>\n
Section 8. Vacancies…………………………………………………… 12<\/p>\n
Section 9. Presumption of Assent………………………………………… 13<\/p>\n
Section 10. Removal of Directors…………………………………………. 13<\/p>\n
Section 11. Compensation………………………………………………… 13<\/p>\n
Section 12. Retirement………………………………………………….. 13<\/p>\n
Section 13. Emeritus Director……………………………………………. 14<\/p>\n
Section 14. Action Without a Meeting……………………………………… 14<\/p>\n
Section 15. Telephonic Meetings………………………………………….. 14<\/p>\n
ARTICLE IV EXECUTIVE COMMITTEE AND OTHER COMMITTEES…………………………… 15<\/p>\n
Section 1. Appointment…………………………………………………. 15<\/p>\n
Section 2. Authority…………………………………………………… 15<\/p>\n
Section 3. Tenure and Qualifications…………………………………….. 16<\/p>\n
Section 4. Meetings; Notice; Waiver……………………………………… 16<\/p>\n
Section 5. Quorum; Manner of Acting……………………………………… 16<\/p>\n
Section 6. Action Without a Meeting……………………………………… 16<\/p>\n
Section 7. Vacancies…………………………………………………… 17<\/p>\n
Section 8. Resignations and Removal……………………………………… 17
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TABLE OF CONTENTS
\n (CONTINUED)<\/p>\n
\n\n PAGE
\n
\n Section 9. Procedure…………………………………………………… 17<\/p>\n Section 10. Appointment of Other Committees of the Board of Directors………… 17<\/p>\n
Section 11. Appointment of Other Committees……………………………….. 18<\/p>\n
ARTICLE V OFFICERS……………………………………………………….. 18<\/p>\n
Section 1. Number……………………………………………………… 18<\/p>\n
Section 2. Appointment and Term of Office………………………………… 19<\/p>\n
Section 3. Removal…………………………………………………….. 19<\/p>\n
Section 4. Vacancies…………………………………………………… 19<\/p>\n
Section 5. Chairman of the Board………………………………………… 19<\/p>\n
Section 6. President…………………………………………………… 20<\/p>\n
Section 7. Executive Vice-Presidents…………………………………….. 20<\/p>\n
Section 8. Vice-Presidents……………………………………………… 21<\/p>\n
Section 9. Chief Financial Officer………………………………………. 21<\/p>\n
Section 10. Secretary…………………………………………………… 21<\/p>\n
Section 11. Treasurer…………………………………………………… 22<\/p>\n
Section 12. Salaries……………………………………………………. 22<\/p>\n
ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS……………………………… 22<\/p>\n
Section 1. Contracts…………………………………………………… 22<\/p>\n
Section 2. Loans………………………………………………………. 23<\/p>\n
Section 3. Checks, Drafts, etc………………………………………….. 23<\/p>\n
Section 4. Deposits……………………………………………………. 23<\/p>\n
ARTICLE VII CERTIFICATES FOR SHARES AND THEIR TRANSFER…………………………. 23<\/p>\n
Section 1. Certificates for Shares………………………………………. 23<\/p>\n
Section 2. Transfer of Shares…………………………………………… 24<\/p>\n
Section 3. Replacement of Certificates…………………………………… 24<\/p>\n
Section 4. Transfer Agents and Registrars………………………………… 25<\/p>\n
ARTICLE VIII SEAL…………………………………………………………… 25<\/p>\n
ARTICLE IX FISCAL YEAR…………………………………………………….. 26<\/p>\n
ARTICLE X AMENDMENTS……………………………………………………… 26<\/p>\n
ARTICLE XI OREGON CONTROL SHARE ACT…………………………………………. 26
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