BYLAWS
OF
HARLAND FINANCIAL SOLUTIONS, INC.
(AMENDED AND RESTATED AS OF MAY 1, 2007)
SECTION 1 PURPOSES AND POWERS
1.1 PURPOSES. Harland Financial Solutions, Inc. (the "COMPANY") may engage
in any lawful business.
1.2 GENERAL POWERS.
(a) The Company has perpetual duration and succession in its
corporate name.
(b) The Company has the same powers as an individual to do all things
necessary or convenient to carry out its business and affairs.
SECTION 2 SHARES AND DISTRIBUTIONS
2.1 ISSUANCE OF SHARES.
(a) The board of directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property
or benefit to the Company, including cash, promissory notes,
services performed, contracts for services to be performed or
other securities of the Company.
(b) Before the Company issues shares, the board of directors must
determine that the consideration received or to be received for
the shares is adequate. That determination by the board of
directors is conclusive insofar as the adequacy of consideration
for the issuance of shares relates to whether the shares are
validly issued, fully paid and nonassessable. A record of action
by the board of directors authorizing the issuance of shares for
a specified consideration may be relied upon in concluding that
shares are validly issued, fully paid and nonassessable.
(c) When the Company receives the consideration for which the board
of directors authorized the issuance of the shares, the shares
issued therefor are fully paid and nonassessable.
(d) The Company may place in escrow shares issued for a contract for
future services or benefits or a promissory note or make other
arrangements to restrict the transfer of shares, and may credit
distributions in respect of the shares against their purchase
price, until the services are performed, the note is paid or the
benefits received. If the services are not performed, the note is
not paid or
the benefits are not received, the shares placed in escrow or
restricted and the distributions credited may be canceled in
whole or in part.
2.2 DISTRIBUTIONS TO SHAREHOLDERS.
(a) The board of directors may authorize and the Company may make
distributions to its shareholders subject to the limitation in
Section 2.2(b).
(b) A distribution may be made only if, after giving it effect, in
the judgment of the board of directors:
(1) the Company would be able to pay its debts as they become
due in the usual course of business; and
(2) the Company's total assets would at least equal the sum of
its total liabilities plus the amount that would be needed
if the Company were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon
dissolution of shareholders whose preferential rights are
superior to those receiving the distribution.
(c) The board of directors may base a determination that a
distribution is not prohibited under Section 2.2(b) either on
financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances
or on a fair valuation or other method that is reasonable in the
circumstances.
(d) The effect of a distribution under Section 2.2(b) is measured:
(1) in the case of distribution by purchase, redemption or other
acquisition of the Company's shares, as of the earlier of
the date the money or other property is transferred or debt
incurred by the Company or the date the shareholder ceases
to be a shareholder with respect to the acquired shares;
(2) in the case of any other distribution of indebtedness, as of
the date the indebtedness is distributed; and
(3) in all other cases, as of the date a distribution is
authorized if the payment occurs within 120 days after the
date of authorization or the date the payment is made if it
occurs more than 120 days after the date of authorization.
(e) The Company's indebtedness to a shareholder incurred by reason of
a distribution made in accordance with this Section 2.2 is at
parity with the Company's indebtedness to its general unsecured
creditors, unless the shareholder agrees to subordination or the
Company grants the shareholder a security interest or other lien
against the Company's assets to secure the indebtedness.
SECTION 3 SHAREHOLDERS
3.1 ANNUAL MEETING.
(a) The Company will hold an annual meeting of the shareholders at a
time fixed by the board of directors.
(b) Annual shareholders' meetings may be held in or out of the State
of Oregon at the Company's principal office or at any other place
fixed by the board of directors.
(c) The failure to hold an annual meeting does not affect the
validity of any corporate action.
3.2 SPECIAL MEETING.
(a) The Company will hold a special meeting of shareholders:
(1) on call of its board of directors; or
(2) if the holders of at least 10 percent of all votes entitled
to be cast on any issue proposed to be considered at the
proposed special meeting sign, date and deliver to the
Company's secretary one or more written demands for the
meeting describing the purpose or purposes for which it is
to be held. A written demand for a special meeting may be
revoked by a writing to that effect signed by a shareholder
who signed the original demand, and received by the Company
prior to the receipt by the Company of a demand sufficient
to require the holding of a special meeting.
(b) Special shareholders' meetings may be held in or out of the State
of Oregon at the Company's principal office or at any other place
fixed by the board of directors.
(c) Only business within the purpose or purposes described in the
meeting notice required by Section 3.5(c) may be conducted at a
special shareholders' meeting.
3.3 MEETING CHAIRPERSON.
(a) At each meeting of shareholders, the president, or if the
president is absent then the chairperson of the board of
directors, or if no chairperson of the board of directors has
been appointed or is present then any vice president, or if no
vice president has been appointed or is present then any
individual chosen by shareholders holding a majority of shares
present at the meeting, will act as chairperson of the meeting.
(b) The chairperson will determine the order of business and will
have the authority to establish rules for the conduct of the
meeting.
(c) Any rules adopted for, and the conduct of, the meeting must be
fair to shareholders.
3.4 ACTION WITHOUT MEETING.
(a)
(1) Action required or permitted by the Oregon Business
Corporation Act to be taken at a shareholders' meeting may
be taken without a meeting if the action is taken by
shareholders having not less than the minimum number of
votes that would be necessary to take such action at a
meeting at which all shareholders entitled to vote on the
action were present and voted.
(2) The action taken under this Section 3.4 must be evidenced by
one or more written consents describing the action taken,
signed by those shareholders taking action under Section
3.4(a)(1), and delivered to the Company for inclusion in the
minutes or filing with the corporate records.
(3) Action taken under Section 3.4(a)(1) is effective when the
consent or consents bearing sufficient signatures are
delivered to the Company, unless the consent or consents
specify an earlier or later effective date. An effective
date specified under this Section 3.4(a)(3) may not be
earlier than the effective date of the provision permitting
action under Section 3.4(a)(1).
(b) A consent signed under this Section 3.4 has the effect of a
meeting vote and may be described as such in any document.
(c) If action is taken as provided in Section 3.4(a)(1), the Company
must give written notice of the action promptly after the action
is taken to shareholders who did not consent in writing under
Section 3.4(a)(1). The notice given under this Section 3.4(c)
must contain or be accompanied by the same material that, under
the Oregon Business Corporation Act, would have been required to
be sent to those shareholders in a notice of meeting at which the
proposed action would have been submitted to those shareholders
for action.
3.5 NOTICE OF MEETING.
(a) The Company must notify shareholders of the date, time and place
of each annual and special shareholders' meeting not earlier than
60 days nor less than 10 days before the meeting date. Unless the
Oregon Business Corporation Act requires otherwise, the Company
is required to give notice only to shareholders entitled to vote
at the meeting.
(b) Unless required by the Oregon Business Corporation Act, notice of
an annual meeting need not include a description of the purpose
or purposes for which the meeting is called.
(c) Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called.
(d) If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the
new date, time or place if the new date, time or place is
announced at the meeting before adjournment. If a new record date
for the adjourned meeting is or must be fixed under ORS 60.221,
however, notice of the adjourned meeting must be given under this
Section 3.5 to persons who are shareholders as of the new record
date.
3.6 WAIVER OF NOTICE.
(a) A shareholder may at any time waive any notice required by the
Oregon Business Corporation Act, the Articles of Incorporation or
these Bylaws. The waiver must be in writing, be signed by the
shareholder entitled to the notice and be delivered to the
Company for inclusion in the minutes for filing with the
corporate records.
(b) A shareholder's attendance at a meeting waives objection to:
(1) lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting;
and
(2) consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the
matter when it is presented.
3.7 ADJOURNMENT OF MEETING. A majority of votes represented at a meeting
of shareholders, whether or not a quorum, may adjourn the meeting from
time to time to a different time and place without further notice to
any shareholder of any adjournment, except as such notice may be
required by Section 3.5. At the adjourned meeting at which a quorum is
present, any business may be transacted that might have been
transacted at the meeting originally held.
3.8 PARTICIPATION AT MEETING.
(a) All shareholders may participate in an annual or special meeting
by, and all shareholders' meetings may be conducted through, use
of any means of communication by which all shareholders
participating may simultaneously hear each other. A shareholder
participating in a meeting by this means is deemed to be present
in person at the meeting.
(b) The notice of each annual or special meeting of shareholders will
state that participation in the manner referred to in Section
3.8(a) is permitted and will describe how any shareholder
desiring to participate may notify the Company of the
shareholder's desire to be included in the meeting.
3.9 VOTING ENTITLEMENT OF SHARES.
(a) Except as provided in Section 3.9(b) and Section 3.9(c) and the
Oregon Business Corporation Act, each outstanding share is
entitled to one vote on each matter voted on at a shareholders'
meeting. Only shares are entitled to vote.
(b) The shares of the Company are not entitled to vote if they are
owned, directly or indirectly, by a second domestic or foreign
corporation, and the Company owns, directly or indirectly, a
majority of the shares entitled to vote for directors of the
second corporation.
(c) Section 3.9(b) does not limit the power of the Company to vote
any shares, including its own shares, held by it in a fiduciary
capacity.
(d) Redeemable shares are not entitled to vote after notice of
redemption is mailed to the holders and a sum sufficient to
redeem the shares has been deposited with a bank, trust company
or other financial institution under an irrevocable obligation to
pay the holders the redemption price on surrender of the shares.
3.10 PROXIES.
(a) A shareholder may vote shares in person or by proxy.
(b) A shareholder may authorize a person or persons to act for the
shareholder as proxy in any manner allowed by law.
(c) An authorization of a proxy is effective when received by the
secretary or other officer or agent authorized to tabulate votes.
An authorization is valid for 11 months unless a longer period is
expressly provided in the authorization form.
(d) An authorization of a proxy is revocable by the shareholder
unless the authorization conspicuously states that it is
irrevocable and the authorization is coupled with an interest.
(e) The death or incapacity of the shareholder authorizing a proxy
does not affect the right of the Company to accept the proxy's
authority unless notice of the death or incapacity is received by
the secretary or other officer or agent authorized to tabulate
votes before the proxy exercises the proxy's authority under the
authorization.
(f) An authorization made irrevocable under Section 3.10(d) is
revoked when the interest with which it is coupled is
extinguished.
(g) Subject to ORS 60.237 and to any express limitation on the
proxy's authority appearing on the face of the authorization, the
Company is entitled to accept the proxy's vote or other action as
that of the shareholder making the authorization.
3.11 QUORUM AND VOTING REQUIREMENTS.
(a) Shares entitled to vote may take action on a matter at a meeting
only if a quorum of those shares exists with respect to that
matter. A majority of the votes entitled to be cast on the matter
constitutes a quorum for action on that matter.
(b) Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new
record date is or must be set for that adjourned meeting.
(c) If a quorum exists, action on a matter, other than the election
of directors, is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Oregon
Business Corporation Act requires a greater number of affirmative
votes.
3.12 VOTING FOR DIRECTORS. Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting
at which a quorum is present.
SECTION 4 BOARD OF DIRECTORS
4.1 DUTIES OF BOARD OF DIRECTORS. All corporate powers will be exercised
by or under the authority of, and the business and affairs of the
Company managed under the direction of, the board of directors.
4.2 QUALIFICATIONS OF DIRECTORS. A director need not be a resident of the
State of Oregon or a shareholder of the Company.
4.3 NUMBER AND ELECTION OF DIRECTORS.
(a) The board of directors must consist of one or more individuals.
The estate of an incompetent individual or a deceased individual
may not be a director.
(b) The number of directors may be fixed and increased or decreased
from time to time by the shareholders or the board of directors.
(c) Directors are elected at the first annual shareholders' meeting
and at each annual meeting thereafter.
4.4 TERMS OF DIRECTORS GENERALLY.
(a) The terms of the initial directors of the Company expire at the
first shareholders' meeting at which directors are elected.
(b) The terms of all other directors will expire at the next annual
shareholders' meeting following their election.
(c) A decrease in the number of directors does not shorten an
incumbent director's term.
(d) The term of a director elected by the board of directors to fill
a vacancy expires at the next shareholders' meeting at which
directors are elected.
(e) Despite the expiration of a director's term, the director
continues to serve until the director's successor is elected and
qualifies or until there is a decrease in the number of
directors.
4.5 RESIGNATION OF DIRECTORS.
(a) A director may resign at any time by delivering written notice to
the board of directors, its chairperson or the Company.
(b) A resignation is effective when the notice is effective under ORS
60.034(5) unless the notice specifies a later effective date.
(c) Once delivered, a notice of resignation is irrevocable unless
revocation is permitted by the board of directors.
4.6 REMOVAL OF DIRECTORS BY SHAREHOLDERS.
(a) The shareholders may remove one or more directors with or without
cause.
(b) A director may be removed only if the number of votes cast to
remove the director exceed the number of votes cast not to remove
the director.
(c) A director may be removed by the shareholders only at a meeting
called for the purpose of removing the director and the meeting
notice must state that the purpose, or one of the purposes, of
the meeting is removal of the director.
4.7 VACANCY ON BOARD.
(a) If a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors:
(1) the shareholders may fill the vacancy;
(2) the board of directors may fill the vacancy; or
(3) if the directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the
affirmative vote of a majority of all the directors
remaining in office.
(b) A vacancy that will occur at a specific later date, by reason of
a resignation effective at a later date under Section 4.5(b) or
otherwise may be filled before
the vacancy occurs but the new director may not take office until
the vacancy occurs.
4.8 COMPENSATION OF DIRECTORS. The board of directors may fix the
compensation of directors.
4.9 CHAIRPERSON OF THE BOARD OF DIRECTORS.
(a) The board of directors may at any time appoint a director to be
the chairperson of the board of directors.
(b) The chairperson of the board of directors may resign at any time
by delivering notice to the board of directors. The board of
directors may remove the chairperson at any time with or without
cause. The resignation or removal of an individual from the
position of chairperson will not, by itself, affect the
individual's status as a director.
(c) The chairperson of the board of directors will preside at all
meetings of the board of directors and will perform other duties
prescribed by the board of directors.
(d) The chairperson of the board of directors is not an officer of
the Company solely by reason of being the chairperson.
4.10 MEETINGS.
(a) The board of directors may hold regular or special meetings in or
out of the State of Oregon.
(b) The board of directors may permit any or all directors to
participate in a regular or special meeting by, or conduct the
meeting through, use of any means of communication by which all
directors participating may simultaneously hear each other during
the meeting. A director participating in a meeting by this means
is deemed to be present in person at the meeting.
4.11 ACTION WITHOUT MEETING.
(a) Action required or permitted by the Oregon Business Corporation
Act to be taken at a board of directors' meeting may be taken
without a meeting if the action is taken by all members of the
board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director,
and included in the minutes or filed with the corporate records
reflecting the action taken.
(b) Action taken under this Section 4.11 is effective when the last
director signs the consent, unless the consent specifies an
earlier or later effective date.
(c) A consent signed under this Section 4.11 has the effect of a
meeting vote and may be described as such in any document.
4.12 NOTICE OF MEETING.
(a) Regular meetings of the board of directors may be held without
notice of the date, time, place or purpose of the meeting.
(b) Special meetings of the board of directors must be preceded by at
least two days' notice of the date, time and place of the
meeting. The notice need not describe the purpose of the special
meeting.
4.13 WAIVER OF NOTICE.
(a) A director may at any time waive any notice required by the
Oregon Business Corporation Act, the Articles of Incorporation or
these Bylaws. Except as provided in Section 4.13(b), the waiver
must be in writing, must be signed by the director entitled to
the notice, must specify the meeting for which notice is waived
and must be filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives
any required notice to the director of the meeting unless the
director at the beginning of the meeting, or promptly upon the
director's arrival, objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.
4.14 QUORUM AND VOTING.
(a) A quorum of the board of directors consists of a majority of the
fixed number of directors.
(b) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of
directors.
(c) A director who is present at a meeting of the board of directors
or a committee of the board of directors when corporate action is
taken is deemed to have assented to the action taken unless:
(1) the director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding the meeting
or transacting business at the meeting;
(2) the director's dissent or abstention from the action taken
is entered in the minutes of the meeting; or
(3) the director delivers written notice of dissent or
abstention to the presiding officer of the meeting before
its adjournment or to the Company
immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who
votes in favor of the action taken.
SECTION 5 OFFICERS
5.1 REQUIRED OFFICERS.
(a) The Company must have a president and a secretary, and will have
any other officers or assistant officers appointed by the board
of directors.
(b) A duly appointed officer may appoint one or more officers or
assistant officers if the appointment is authorized by these
Bylaws or the board of directors.
(c) The same individual may simultaneously hold more than one office
in the Company.
5.2 DUTIES OF OFFICERS. Each officer has the authority and will perform
the duties set forth in these Bylaws or, to the extent consistent with
these Bylaws, the duties prescribed by the board of directors or by
direction of an officer authorized by the board of directors to
prescribe the duties of other officers.
5.3 RESIGNATION AND REMOVAL OF OFFICERS.
(a) An officer may resign at any time by delivering notice to the
Company. A resignation is effective when the notice is effective
under ORS 60.034(5) unless the notice specifies a later effective
time. If a resignation is made effective at a later time and the
Company accepts the future effective time, the board of directors
or the appointing officer may fill the pending vacancy before the
effective time if the board of directors or the appointing
officer provides that the successor does not take office until
the effective time.
(b) An officer may be removed at any time with or without cause by:
(1) the board of directors;
(2) the appointing officer, unless otherwise provided by these
Bylaws or the board of directors; or
(3) any other officer if authorized by these Bylaws or the board
of directors.
(c) Once delivered, a notice of resignation is irrevocable unless
revocation is permitted by the board of directors.
(d) As used in this Section 5.3, "appointing officer" means the
officer or any successor to that officer who appointed the
officer resigning or being removed.
5.4 PRESIDENT. The president will supervise, direct, and control the
business and affairs of the Company. The president also will perform
all duties commonly incident to the office of president and other
duties prescribed by the board of directors.
5.5 VICE PRESIDENTS. The board of directors may appoint one or more vice
presidents. If appointed, the vice president - or the vice president
designated by the board of directors if more than one vice president
is appointed - will perform the duties of the president if the
president dies or becomes incapacitated. Each vice president also will
perform all duties commonly incident to the office of vice president
and other duties prescribed by the board of directors or an authorized
officer.
5.6 TREASURER. The board of directors may appoint a treasurer. If
appointed, the treasurer will:
(a) have general charge of and be responsible for all funds and
securities of the Company;
(b) receive and give receipts for monies due and payable to the
Company from any source and deposit the monies in the name of the
Company in banks, trust companies, or other depositories selected
by the board of directors or an authorized officer; and
(c) perform all duties commonly incident to the office of treasurer
and other duties prescribed by the board of directors or an
authorized officer.
5.7 SECRETARY. The secretary will:
(a) prepare minutes of the directors' and shareholders' meetings and
authenticate records of the Company;
(b) ensure that all notices by the Company under the Oregon Business
Corporation Act, the Articles of Incorporation or these Bylaws
are given;
(c) keep and maintain the records of the Company specified in Section
8.1(a) and Section 8.1(e);
(d) have general charge of the share transfer books of the Company;
(e) have general charge of the record of shareholders specified in
Section 8.1(c); and
(f) perform all duties commonly incident to the office of secretary
and other duties prescribed by the board of directors or an
authorized officer.
SECTION 6 INDEMNIFICATION
6.1 INDEMNIFICATION OF DIRECTORS.
(a) Except as provided in Section 6.1(d), the Company will indemnify
an individual made a party to a proceeding because the individual
is or was a director against liability incurred in the proceeding
if:
(1) the conduct of the individual was in good faith;
(2) the individual reasonably believed that the individual's
conduct was in the best interests of the Company, or at
least not opposed to its best interests; and
(3) in the case of any criminal proceeding, the individual had
no reasonable cause to believe the individual's conduct was
unlawful.
(b) A director's conduct with respect to an employee benefit plan for
a purpose the director reasonably believed to be in the interests
of the participants in and beneficiaries of the plan is conduct
that satisfies the requirement of Section 6.1(a)(2).
(c) The termination of a proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the
standard of conduct described in this Section 6.1.
(d) The Company may not indemnify a director under this Section 6.1:
(1) in connection with a proceeding by or in the right of the
Company in which the director was adjudged liable to the
Company; or
(2) in connection with any other proceeding charging improper
personal benefit to the director in which the director was
adjudged liable on the basis that personal benefit was
improperly received by the director.
(e) Indemnification permitted under this Section 6.1 in connection
with a proceeding by or in the right of the Company is limited to
reasonable expenses incurred in connection with the proceeding.
6.2 MANDATORY INDEMNIFICATION. The Company must indemnify a director who
was wholly successful, on the merits or otherwise, in the defense of
any proceeding to which the director was a party because of being a
director of the Company against reasonable expenses incurred by the
director in connection with the proceeding.
6.3 ADVANCE FOR EXPENSES.
(a) The Company will pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance
of final disposition of the proceeding if:
(1) the director furnishes the Company a written affirmation of
the director's good faith belief that the director has met
the standard of conduct described in Section 6.1; and
(2) the director furnishes the Company a written undertaking,
executed personally or on the director's behalf, to repay
the advance if it is ultimately determined that the director
did not meet the standard of conduct.
(b) The undertaking required by Section 6.3(a)(2) must be an
unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial
ability to make repayment.
6.4 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
(a) The Company may not indemnify a director under Section 6.1 unless
authorized in the specific case after a determination has been
made that indemnification of the director is permissible in the
circumstances because the director has met the standard of
conduct set forth in Section 6.1.
(b) A determination that indemnification of a director is permissible
must be made:
(1) by the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the
proceeding;
(2) if a quorum cannot be obtained under Section 6.4(b)(1), by a
majority vote of a committee duly designated by the board of
directors consisting solely of two or more directors not at
the time parties to the proceeding, however, directors who
are parties to the proceeding may participate in designation
of the committee;
(3) by special legal counsel selected by the board of directors
or its committee in the manner prescribed in Section
6.4(b)(1) or Section 6.4(b)(2) or, if a quorum of the board
of directors cannot be obtained under Section 6.4(b)(1) and
a committee cannot be designated under Section 6.4(b)(2),
the special legal counsel will be selected by majority vote
of the full board of directors, including directors who are
parties to the proceeding; or
(4) by the shareholders.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses will be made in the same manner as the
determination that indemnification is permissible, except that if
the determination is made by special legal counsel, authorization
of indemnification and evaluation as to reasonableness of
expenses will be made by those entitled under Section 6.4(b)(3)
to select counsel.
6.5 INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS.
(a) An officer of the Company is entitled to mandatory
indemnification under Section 6.2 to the same extent as a
director.
(b) The Company will indemnify and advance expenses under this
Section 6 to an officer of the Company to the same extent as to a
director.
(c) The Company may indemnify and advance expenses under this Section
6 to an employee or agent of the Company to the same extent as to
a director.
6.6 NON-EXCLUSIVITY OF RIGHTS. The indemnification and provisions for
advancement of expenses provided in this Section 6 will not be deemed
exclusive of any other rights to which directors, officers, employees
or agents may be entitled under the Articles of Incorporation, any
agreement, general or specific action of the board of directors, vote
of shareholders or otherwise, and will continue as to a person who has
ceased to be a director, officer, employee or agent and will inure to
the benefit of the heirs, executors and administrators of such a
person.
SECTION 7 AMENDMENT OF BYLAWS
The board of directors may amend or repeal these Bylaws unless the Oregon
Business Corporation Act reserves this power exclusively to the
shareholders in whole or in part, or the shareholders in amending or
repealing a particular bylaw provide expressly that the board of directors
may not amend or repeal that bylaw. The Company's shareholders may amend or
repeal these Bylaws even though these Bylaws may also be amended or
repealed by its board of directors.
SECTION 8 RECORDS
8.1 CORPORATE RECORDS.
(a) The Company must keep as permanent records minutes of all
meetings of its shareholders and board of directors, a record of
all actions taken by the shareholders or board of directors
without a meeting and a record of all actions taken by a
committee of the board of directors in place of the board of
directors on behalf of the Company.
(b) The Company must maintain appropriate accounting records.
(c) The Company or its agent must maintain a record of its
shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders in alphabetical order
showing the number of shares held by each.
(d) The Company must maintain its records in written form or in
another form capable of conversion into written form within a
reasonable time.
(e) The Company must keep a copy of the following records at its
principal office or registered office:
(1) the Articles of Incorporation or restated articles of
incorporation and all amendments to them currently in
effect;
(2) these Bylaws or restated bylaws and all amendments to them
currently in effect;
(3) the minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting, for the past
three years;
(4) all written communications to shareholders generally within
the past three years;
(5) a list of the names and business addresses of its current
directors and officers; and
(6) its most recent annual report delivered to the Secretary of
State under ORS 60.787.
8.2 INSPECTION OF RECORDS BY SHAREHOLDERS.
(a) Subject to Section 8.3(c), a shareholder of the Company is
entitled to inspect and copy, during regular business hours at
the Company's principal office, any of the records of the Company
described in Section 8.1(e) if the shareholder gives the Company
written notice of the shareholder's demand at least five business
days before the date on which the shareholder wishes to inspect
and copy.
(b) A shareholder of the Company is entitled to inspect and copy,
during regular business hours at a reasonable location specified
by the Company, any of the following records of the Company if
the shareholder meets the requirements of Section 8.2(c) and
gives the Company written notice of the shareholder's demand at
least five business days before the date on which the shareholder
wishes to inspect and copy:
(1) excerpts from minutes of any meeting of the board of
directors, records of any action of a committee of the board
of directors while acting in place of the board of directors
on behalf of the Company, minutes of any meeting
of the shareholders and records of action taken by the
shareholders or board of directors without a meeting, to the
extent not subject to inspection under Section 8.2(a);
(2) accounting records of the Company, including tax returns;
and
(3) the record of shareholders.
(c) A shareholder may inspect and copy the records identified in
Section 8.2(b) only if:
(1) the shareholder's demand is made in good faith and for a
proper purpose;
(2) the shareholder described with reasonable particularity the
shareholder's purpose and the records the shareholder
desires to inspect; and
(3) the records are directly connected with the shareholder's
purpose.
(d) This Section 8.2 does not affect the right of a shareholder to
inspect records under ORS 60.224.
(e) For purposes of this Section 8.2, "shareholder" includes a
beneficial owner whose shares are held in a voting trust or by a
nominee on behalf of the beneficial owner.
8.3 SCOPE OF INSPECTION RIGHT.
(a) A shareholder's agent or attorney has the same inspection and
copying rights as the shareholder.
(b) The right to copy records under Section 8.2 includes, if
reasonable, the right to receive copies made by photographic,
xerographic or other means.
(c) The Company may impose a reasonable charge, covering the costs of
labor and material, for copies of any documents provided to the
shareholder. The charge may not exceed the estimated cost of
production or reproduction of the records.
(d) The Company may comply with a shareholder's demand to inspect the
record of shareholders under Section 8.2(b)(3) by providing the
shareholder with a list of its shareholders that was compiled no
earlier than the date of the shareholder's demand.
SECTION 9 DEFINITIONS
All terms used in these Bylaws that are defined in the Oregon Business
Corporation Act will have the meanings ascribed to them in the Oregon
Business Corporation Act.
