Exhibit 3.2
BYLAWS
OF
NORDSTROM, INC.
(Amended and Restated as of June 19, 1995)
ARTICLE I
Offices
The principal office of the corporation in the State of Washington
shall be located in the city of Seattle. The corporation may have such
other offices, either within or without the State of Washington, as the
Board of Directors may designate or as the business of the corporation
may require from time to time.
The registered office of the corporation required by the
Washington Business Corporation Act to be maintained in the State of
Washington may be, but need not be, identical with the principal office
in the State of Washington, and the address of the registered office may
be changed from time to time by the Board of Directors or by officers
designated by the Board of Directors.
ARTICLE II
Shareholders
Section 1. Annual Meetings. The annual meeting of the
shareholders shall be held on the third Tuesday in the month of May each
year, at the hour of 11:00 a.m., unless the Board of Directors shall
have designated a different hour and day in the month of May to hold
said meeting. The meeting shall be for the purpose of electing
directors and the transaction of such other business as may come before
the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the State of Washington, and if the Board of Directors has
not designated some other day in the month of May for such meeting, such
meeting shall be held at the same hour and place on the next succeeding
business day not a holiday. The failure to hold an annual meeting at
the time stated in these Bylaws does not affect the validity of any
corporate action. If the election of directors shall not be held on the
day designated herein or by the Board of Directors for any annual
meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the
shareholders may be called for any purpose or purposes, unless otherwise
prescribed by statute, at any time by the Chairman (or any Co-Chairman),
by the President (or any Co-President), or by the Board of Directors,
and shall be called by the Chairman (or any Co-Chairman) or the
President (or any Co-President) at the request of holders of not less
than 10% of all outstanding shares of the corporation entitled to vote
on any issue proposed to be considered at the meeting. Only business
within the purpose or purposes described in the meeting notice may be
conducted at a special shareholder's meeting.
Section 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of Washington,
as the place of meeting for any annual meeting or for any special
meeting of the corporation. If no such designation is made, the place
of meeting shall be the principal offices of the corporation in the
State of Washington.
Section 4. Notice of Meetings. Written notice of annual or
special meetings of shareholders stating the place, day, and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given by the Secretary, or
persons authorized to call the meeting, to each shareholder of record
entitled to vote at the meeting, not less than ten (10) nor more than
sixty (60) days prior to the date of the meeting, unless otherwise
prescribed
by statute.
Section 5. Waiver of Notice. Notice of the time, place, and
purpose of any meeting may be waived in writing (either before or after
such meeting) and will be waived by any shareholder by attendance of the
shareholder in person or by proxy, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting
business at the meeting. Any shareholder waiving notice of a meeting
shall be bound by the proceedings of the meeting in all respects as if
due notice thereof had been given.
Section 6. Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or to make a determination of
shareholders for any other proper purpose, the Board of Directors may
fix in advance a record date for any such determination of shareholders,
such date to be not more than seventy (70) days and, in the case of a
meeting of shareholders, not less than ten (10) days, prior to the date
on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of
a dividend, the day before the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, the
determination shall apply to any adjournment thereof, unless the Board
of Directors fixes a new record date, which it must do if the meeting is
adjourned more than one hundred twenty (120) days after the date fixed
for the original meeting.
Section 7. Voting Lists. After fixing a record date for a
shareholders' meeting, the corporation shall prepare an alphabetical
list of the names of all shareholders on the record date who are
entitled to notice of the shareholders' meeting. The list shall show
the address of and number of shares held by each shareholder. A
shareholder, shareholder's agent, or a shareholder's attorney may
inspect the shareholder list, at the shareholder's expense, beginning
ten days prior to the shareholders' meeting and continuing through the
meeting, at the corporation's principal office or at a place identified
in the meeting notice in the city where the meeting will be held during
regular business hours. The shareholder list shall be kept open for
inspection at the time and place of such meeting or any adjournment.
Section 8. Quorum and Adjourned Meetings. Unless the Articles of
Incorporation or applicable law provide otherwise, a majority of the
outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of
shareholders. Once a share is represented at a meeting, other than to
object to holding the meeting or transacting business, it is deemed to
be present for the remainder of the meeting and any adjournment thereof
unless a new record date is set or is required to be set for the
adjourned meeting. A majority of the shares represented at a meeting,
even if less than a quorum, may adjourn the meeting from time to time
without further notice. At a reconvened meeting at which a quorum shall
be present or represented, any business may be transacted which might
have been transacted at the original meeting. Business may continue to
be conducted at a duly organized meeting and at any adjournment of such
meeting (unless a new record date is or must be set for the adjourned
meeting), notwithstanding the withdrawal of enough shares from either
meeting to leave less than a quorum.
Section 9. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or
by the shareholder's duly authorized attorney in fact. Such proxy shall
be filed with the Secretary of the corporation before or at the time of
the meeting. No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise provided in the proxy.
Section 10. Voting of Shares. Every shareholder of record shall
have the right at every shareholders' meeting to one vote for every
share standing in the shareholder's name on the books of the
corporation. If a quorum exists, action on a matter, other than
election of directors, is approved by the shareholders if the votes cast
favoring the action exceed the votes cast opposing the action, unless
the Articles of Incorporation or applicable law require a greater number
of affirmative votes. Notwithstanding the foregoing, shares of the
corporation may not be voted if they are owned, directly or indirectly,
by another corporation, and the corporation owns, directly or
indirectly, a majority of shares of the other corporation entitled to
vote for directors of the other corporation.
Section 11. Acceptance of Votes. If the name signed on a vote,
consent, waiver or proxy appointment does not correspond to the name of
a shareholder of the corporation, the corporation may accept the vote,
consent, waiver or proxy appointment, and give effect to it as the act
of the shareholder if: (i) the shareholder is an entity and the name
signed purports to be that of an officer, partner or agent of the
entity; (ii) the name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder; (iii)
the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder; (iv) the name signed purports to be that
of a pledgee, beneficial owner or attorney-in-fact of the shareholder;
or (v) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one
of the co-owners and the person signing appears to be acting on behalf
of all co-owners.
ARTICLE III
Board of Directors
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of
directors of the corporation shall be twelve (12). Each director shall
hold office until the next annual meeting of shareholders and until his
successors shall have been elected and qualified. Directors need not be
residents of the State of Washington or shareholders of the corporation.
Section 3. Regular Meeting. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately
after, and at the same place as, the annual meeting of shareholders.
Regular meetings of the Board of Directors shall be held at such place
and on such day and hour as shall from time to time be fixed by the
Chairman (or any Co-Chairman), the President (or any Co-President) or
the Board of Directors. No other notice of regular meeting of the Board
of Directors shall be necessary.
Section 4. Special Meetings. Special meetings of the Board of
Director may be called by or at the request of the Chairman (or any Co-
Chairman), the President (or any Co-President) or any two Directors.
The person or persons authorized to call special meetings of the Board
of Directors may fix any place, either within or without the State of
Washington, as the place for holding any special meeting of the Board of
Directors called by them.
Section 5. Notice. Notice of any special meeting shall be given
at least two days previously thereto by either oral or written notice.
Any Director may waive notice of any meeting. The attendance of a
Director at a meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice
of such meeting.
Section 6. Quorum. A majority of the number of Directors fixed
by Section 2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if
less than such majority is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time without
further notice.
Section 7. Manner of Acting. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.
Section 8. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the
remaining Directors though less than a quorum of the Board of Directors.
A Director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. A vacancy on the Board of Directors
created by reason of an increase in the number of Directors may be
filled by election by the Board of Directors for a term of the office
continuing only until the next election of Directors by the
shareholders.
Section 9. Compensation. By resolution of the Board of
Directors, each Director may be paid his expenses, if any, of attendance
at each meeting of the Board of Directors and at each meeting of a
committee of the Board of Directors, and may be paid a stated salary as
director, a fixed sum for attendance at each such meeting, or both. No
such payment shall preclude any Director from serving the corporation in
any other capacity and receiving compensation therefor.
Section 10. Presumption of Assent. A Director of the corporation
who is present at a meeting of the Board of Directors at which action on
any corporate matter is taken shall be presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the
meeting, or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment
thereof, or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted
in favor of such action.
ARTICLE IV
Special Measures Applying to Both
Shareholder and Director Meetings
Section 1. Actions by Written Consent. Any corporate action
required or permitted by the Articles of Incorporation, Bylaws, or the
laws under which the corporation is formed, to be voted upon or approved
at a duly called meeting of the Directors, committee of Directors, or
shareholders may be accomplished without a meeting if one or more
unanimous written consents of the respective Directors or shareholders,
setting forth the actions so taken, shall be signed, either before or
after the action taken, by all the Directors, committee members or
shareholders, as the case may be. Action taken by unanimous written
consent of the Directors or a committee of the Board of Directors is
effective when the last Director or committee member signs the consent,
unless the consent specifies a later effective date. Action taken by
unanimous written consent of the shareholders is effective when all
consents have been delivered to the corporation, unless the consent
specifies a later effective date.
Section 2. Meetings by Conference Telephone. Members of the
Board of Directors, members of a committee of Directors, or shareholders
may participate in their respective meetings by means of a conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same
time; participation in a meeting by such means shall constitute presence
in person at such meeting.
Section 3. Written or Oral Notice. Oral notice may be
communicated in person, or by telephone, wire or wireless equipment,
which does not transmit a facsimile of the notice. Oral notice is
effective when communicated. Written notice may be transmitted by mail,
private carrier, or personal delivery; telegraph or teletype; or
telephone, wire or wireless equipment which transmits a facsimile of the
notice. Written notice to a shareholder is effective when mailed, if
mailed with first class postage prepaid and correctly addressed to the
shareholder's address shown in the corporation's current record of
shareholders. In all other instances, written notice is effective on
the earliest of the following: (a) when dispatched to the person's
address, telephone number, or other number appearing on the records of
the corporation by telegraph, teletype or facsimile equipment; (b) when
received; (c) five days after deposit in the United States mail, as
evidenced by the postmark, if mailed with first class postage, prepaid
and correctly addressed; or (d) on the date shown on the return receipt,
if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee. In addition,
notice may be given in any manner not inconsistent with the foregoing
provisions and applicable law.
ARTICLE V
Officers
Section 1. Number. The offices and officers of the corporation
shall be as designated from time to time by the Board of Directors.
Such offices may include a Chairman or two or more Co-Chairmen, a
President or two or more Co-Presidents, one or more Vice Presidents,
a Secretary, a Treasurer and a Controller. Such other officers and
assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more offices may be
held by the same persons.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting
of shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently
may be. Each officer shall hold office until a successor shall have
been duly elected and qualified, or until the officer's death or
resignation, or the officer has been removed in the manner hereinafter
provided.
Section 3. Removal. Any officer or agent may be removed by the
Board of Directors whenever in its judgment, the best interests of the
corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself
create contract rights.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term.
Section 5. Chairman. The Chairman or Co-Chairmen, subject to the
authority of the Board of Directors, shall preside at meetings of
shareholders and Directors and, together with the President and
Co-Presidents, shall have general supervision and control over the
business and affairs of the corporation. The Chairman or a Co-Chairman
may sign any and all documents, deeds, mortgages, bonds, contracts,
leases, or other instruments in the ordinary course of business with or
without the signature of a second corporate officer, may sign
certificates for shares of the corporation with the Secretary or
Assistant Secretary of the corporation and may sign any documents which
the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent
of the corporation, or shall be required by law to be otherwise signed
or executed; and in general may perform all duties which are normally
incident to the office of Chairman or President and such other duties,
authority, and responsibilities as may be prescribed by the Board of
Directors from time to time.
Section 6. President. The President or Co-Presidents, together
with the Chairman or Co-Chairmen, shall have general supervision and
control over the business and affairs of the corporation subject to the
authority of the Chairman or Co-Chairmen and the Board of Directors. If
the Board of Directors appoint two or more Co-Presidents, the
Co-Presidents shall, without further action or appointment by the Board
of Directors, occupy the Office of the President, the members of which
shall each have the authority and duties as set forth in this Section.
The President or a Co-President may sign any and all documents,
mortgages, bonds, contracts, leases, or other instruments in the
ordinary course of business with or without the signature of a second
corporate officer, may sign certificates for shares of the corporation
with the Secretary or Assistant Secretary of the corporation, and may
sign any documents which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof shall
be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the corporation, or shall be required by
law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties,
authority, and responsibilities as may be prescribed by the Chairman or
Co-Chairmen or the Board of Directors from time to time.
Section 7. The Vice President. In the absence of the President
and all
Co-Presidents, or in the event of their death, inability or
refusal to act, the Executive Vice President, if of one is designated
and otherwise the Vice Presidents in the order designated at the time of
their election or in the absence of any designation, then in the order
of their election, shall perform the duties of the President and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President may sign, with
the Secretary or an Assistant Secretary, certificates for shares of the
corporation and shall perform such other duties as, from time to time,
may be assigned to the Vice President by the President or any
Co-President, or by the Board of Directors.
Section 8. The Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the Board of
Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the
corporation is affixed to all documents and the execution of which on
behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholders; (e) sign with the
President or a Co-President, or with a Vice President, certificates for
shares of the corporation, or contracts, deeds or mortgages the issuance
or execution of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books
of the corporation subject to the authority delegated to a transfer
agent or registrar if appointed; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time
to time may be assigned to the Secretary by the President or any Co-
President, or by the Board of Directors.
Section 9. The Treasurer. The Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for monies due and payable to
the corporation from any source whatsoever, and deposit all such monies
in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of
Article VII of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to the Treasurer by the President or any
Co-President, or by the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of
his duties in such sum and with such surety or sureties as the Board of
Directors shall determine.
Section 10. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries, when authorized by the Board of Directors, may
sign with the President or a Co-President, or with a Vice President,
certificates for shares of the corporation or contracts, deeds or
mortgages, the issuance or execution of which shall have been authorized
by a resolution of the Board of Directors. The Assistant Treasurers
shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or any Co-President, or by the Board
of Directors.
Section 11. The Controller. The Controller shall report to the
Treasurer and shall supervise and be responsible for daily operations of
the Financial Department, accounts and account books of the corporation,
all in the ordinary course of business. The Controller shall also
perform such other duties as may from time to time be assigned by the
Treasurer, by the Chairman or Co-Chairman, by the President or any Co-
President, or by the Board of Directors.
ARTICLE VI
Executive Committee
Section 1. Appointment. The Board of Directors by resolution
adopted by a majority of the full Board, may designate two or more of
its members to constitute an Executive Committee. The designation of
such committee and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law.
Section 2. Authority. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the
authority of the Board of Directors except to the extent, if any, that
such authority shall be limited by the resolution appointing the
Executive Committee and except also that the Executive Committee shall
not have the authority of the Board of Directors in reference to
amending the Articles of Incorporation, adopting a plan of merger or
consolidation, recommending to the shareholders the sale, lease or other
disposition of all or substantially all of the property and assets of
the corporation otherwise than in the usual and regular course of its
business, recommending to the shareholders voluntary dissolution of the
corporation or a revocation thereof, amending the Bylaws of the
corporation or any other action prohibited by applicable law.
Section 3. Tenure and Qualifications. Each member of the
Executive Committee shall hold office until the next regular annual
meeting of the Board of Directors following his designation and until
his successor is designated as a member of the Executive Committee and
is elected and qualified.
Section 4. Meetings. Regular meetings of the Executive Committee
may be held without notice at such times and places as the Executive
Committee may fix from time to time by resolution. Special meetings of
the Executive Committee may be called by any member thereof upon not
less than one day's notice stating the place, date and hour of the
meeting, which notice may be written or oral. Any member of the
Executive Committee may waive notice of any meeting and no notice of any
meeting need be given to any member thereof who attends in person. The
notice of a meeting of the Executive Committee need not state the
business proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business at
any meeting thereof and action of the Executive Committee must be
authorized by the affirmative vote of a majority of the members present
at a meeting at which a quorum is present.
Section 6. Vacancies. Any vacancy in the Executive Committee may
be filled by a resolution adopted by a majority of the full Board of
Directors.
Section 7. Resignations and Removal. Any member of the Executive
Committee may be removed at any time with or without cause by resolution
adopted by a majority of the full Board of Directors. Any member of the
Executive Committee may resign from the Executive Committee at any time
by giving written notice to the Chairman (or any Co-Chairman), the
President (or any Co-President), or to the Secretary, of the
corporation, and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 8. Procedure. The Executive Committee shall elect a
presiding officer from its members and may fix its own rules of
procedure which shall not be inconsistent with these Bylaw. It shall
keep regular minutes of its proceedings and report the same to the Board
of Directors for its information at the meeting thereof held next after
the proceedings shall have been taken.
ARTICLE VII
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.
Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks. Drafts. etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed by
such officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as the
Board of Directors may select.
ARTICLE VIII
Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing
shares of the corporation shall be in such form as shall be determined
by the Board of Directors. Such certificates shall be signed by the
Chairman (or any Co-Chairman), the President (or any Co-President) or a
Vice President, and by the Secretary or an Assistant Secretary, and
sealed with the corporate seal or a facsimile thereof. The signatures
of such officers upon a certificate may be facsimiles if the certificate
is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or one of its employees. If any
officer who signed a certificate, either manually or in facsimile, no
longer holds such office when the certificate is issued, the certificate
is nevertheless valid. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the
number of shares and date of issue, shall be entered on the stock
transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall
be issued until the former certificate for a like number of shares shall
have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the corporation as the Board of Directors
may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation, or with
its transfer agent, if any, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on
the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.
ARTICLE IX
Fiscal Year
The fiscal year of the corporation shall begin on the first day of
February and end on the thirty-first day of January in each year.
ARTICLE X
Dividends
The Board of Directors may, from time to time, declare and the
corporation may pay dividends on its outstanding shares in the manner,
and upon the terms and conditions provided by law and its articles of
incorporation.
ARTICLE XI
Corporate Seal
The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words, "Corporate
Seal."
ARTICLE XII
Indemnification of Directors, Officers, and Others
Section 1. Right to Indemnification. Each person (including a
person's personal representative) who was or is made a party or is
threatened to be made a party to or is otherwise involved (including,
without limitation, as a witness) in any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or by or in the right of the corporation,
or otherwise (hereinafter a "proceeding") by reason of the fact that he
or she (or a person of whom he or she is a personal representative) is
or was a director or officer of the corporation or, being or having been
such a director or officer, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, agent or
in any other relationship or capacity whatsoever, of any other foreign
or domestic corporation, partnership, joint venture, employee benefit
plan or trust or other trust, enterprise or other private or
governmental entity, agency, board, commission, body or other unit
whatsoever (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action or inaction in an official capacity as a
director, officer, partner, trustee, employee, agent or in any other
relationship or capacity whatsoever, shall be indemnified and held
harmless by the corporation to the fullest extent not prohibited by the
Washington Business Corporation Act, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent
that such amendment does not prohibit the corporation from providing
broader indemnification rights than prior to the amendment), against all
expenses, liabilities, and losses (including but not limited to
attorneys' fees, judgments, claims, fines, ERISA and other excise and
other taxes and penalties, and other adverse effects and amounts paid in
settlement), reasonably incurred or suffered by the indemnitee;
provided, however, that no such indemnity shall indemnify any person
from or on account of acts or omissions of such person finally adjudged
to be intentional misconduct or a knowing violation of law, or from or
on account of conduct of a director finally adjudged to be in violation
of RCW 23B.08.310, or from or on account of any transaction with respect
to which it was finally adjudged that such person personally received a
benefit in money, property, or services to which the person was not
legally entitled; and further provided, however, that except as provided
in Section 2 of this Article with respect to suits relating to rights to
indemnification, the corporation shall indemnify any indemnitee in
connection with a proceeding (or part thereof) initiated by the
indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the corporation.
The right to indemnification granted in this Article is a contract
right and includes the right to payment by, and the right to receive
reimbursement from, the corporation of all expenses as they are incurred
in connection with any proceeding in advance of its final disposition
(hereinafter an "advance of expenses"); provided, however, that an
advance of expenses received by an indemnitee in his or her capacity as
a director or officer (and not in any other capacity in which service
was or is rendered by such indemnitee unless required by the Board of
Directors) shall be made only upon (i) receipt by the corporation of a
written undertaking (hereinafter an "undertaking") by or on behalf of
such indemnitee, to repay advances of expenses if and to the extent it
shall ultimately be determined by order of a court having jurisdiction
(which determination shall become final upon expiration of all rights to
appeal), hereinafter a "final adjudication", that the indemnitee is not
entitled to be indemnified for such expenses under this Article, and
(ii) receipt by the corporation of written affirmation by the indemnitee
of his or her good faith belief that he or she has met the standard of
conduct applicable (if any) under the Washington Business Corporation
Act necessary for indemnification by the corporation under this Article.
Section 2. Right of Indemnitee to Bring Suit. If any claim for
indemnification under Section 1 of this Article is not paid in full by
the corporation within sixty days after a written claim has been
received by the corporation, except in the case of a claim for an
advance of expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim. If the
indemnitee is successful in whole or in part in any such suit, or in any
suit in which the corporation seeks to recover an advance of expenses,
the corporation shall also pay to the indemnitee all the indemnitee's
expenses in connection with such suit. The indemnitee shall be presumed
to be entitled to indemnification under this Article upon the
corporation's receipt of indemnitee's written claim (and in any suits
relating to rights to indemnification where the required undertaking and
affirmation have been received by the corporation), and thereafter the
corporation shall have the burden of proof to overcome that presumption.
Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or shareholders) to have made a
determination prior to other commencement of such suit that the
indemnitee is entitled to indemnification, nor an actual determination
by the corporation (including its Board of Directors, independent legal
counsel or shareholders) that the indemnitee is not entitled to
indemnification, shall be a defense to the suit or create a presumption
that the indemnitee is not so entitled. It shall be a defense to a
claim for an amount of indemnification under this Article (other than a
claim for advances of expenses prior to final disposition of a
proceeding where the required undertaking and affirmation have been
received by the corporation) that the claimant has not met the standards
of conduct applicable (if any) under the Washington Business Corporation
Act to entitle the claimant to the amount claimed, but the corporation
shall have the burden of proving such defense. If requested by the
indemnitee, determination of the right to indemnity and amount of
indemnity shall be made by final adjudication (as defined above) and
such final adjudication shall supersede any determination made in
accordance with RCW 23B.08.550.
Section 3. Non-Exclusivity of Rights. The rights to
indemnification (including, but not limited to, payment, reimbursement
and advances of expenses) granted in this Article shall not be exclusive
of any other powers or obligations of the corporation or of any other
rights which any person may have or hereafter acquire under any statute,
the common law, the corporation's Articles of Incorporation or Bylaws,
agreement, vote of shareholders or disinterested directors, or
otherwise. Notwithstanding any amendment to or repeal of this Article,
any indemnitee shall be entitled to indemnification in accordance with
the provisions hereof with respect to any acts or omissions of such
indemnitee occurring prior to such amendment or repeal.
Section 4. Insurance, Contracts and Funding. The corporation may
purchase and maintain insurance, at its expense, to protect itself and
any person (including a person's personal representative) who is or was
a director, officer, employee or agent of the corporation or who is or
was a director, officer, partner, trustee, employee, agent, or in any
other relationship or capacity whatsoever, of any other foreign or
domestic corporation, partnership, joint venture, employee benefit plan
or trust or other trust, enterprise or other private or governmental
entity, agency, board, commission, body or other unit whatsoever,
against any expense, liability or loss, whether or not the power to
indemnify such person against such expense, liability or loss is now or
hereafter granted to the corporation under the Washington Business
Corporation Act. The corporation may enter into contracts granting
indemnity, to any such person whether or not in furtherance of the
provisions of this Article, and may create trust funds, grant security
interests and use other means (including, without limitation, letters of
credit) to secure and ensure the payment of indemnification amounts.
Section 5. Indemnification of Employees and Agents. The
corporation may, by action of the Board of Directors, provide
indemnification and pay expenses in advance of the final disposition of
a proceeding to employees and agent of the corporation with the same
scope and effect as the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of
the corporation or pursuant to rights granted under, or provided by, the
Washington Business Corporation Act or otherwise.
Section 6. Separability of Provisions. If any provision or
provisions of this Article shall be held to be invalid, illegal or
unenforceable for any reason whatsoever (i) the validity, legality and
enforceability of the remaining provisions of this Article (including
without limitation, all portions of any sections of this Article
containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby, and
(ii) to the fullest extent possible, the provisions of this Article
(including, without limitation, all portions of any paragraph of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
Section 7. Partial Indemnification. If an indemnitee is entitled
to indemnification by the corporation for some or a portion of expenses,
liabilities or losses, but not for the total amount thereof, the
corporation shall nevertheless indemnify the indemnitee for the portion
of such expenses, liabilities and losses to which the indemnitee is
entitled.
Section 8. Successors and Assigns. All obligations of the
corporation to indemnify any indemnitee: (i) shall be binding upon all
successors and assigns of the corporation (including any transferee of
all or substantially all of its assets and any successor by merger or
otherwise by operation of law), (ii) shall be binding on and inure to
the benefit of the spouse, heirs, personal representatives and estate of
the indemnitee, and (iii) shall continue as to any indemnitee who has
ceased to be a director, officer, partner, trustee, employee or agent
(or other relationship or capacity).
ARTICLE XIII
Books and Records
Section 1. Books of Accounts, Minutes and Share Register. The
corporation shall keep as permanent records minutes of all meetings of
its shareholders and Board of Directors, a record of all actions taken
by the shareholders or Board of Directors without a meeting, and a
record of all actions taken by a committee of the Board of Directors
exercising the authority of the Board of Directors on behalf of the
corporation. The corporation shall maintain appropriate accounting
records. The corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names
and addresses of all shareholders, in alphabetical order showing the
number and class of shares held by each. The corporation shall keep a
copy of the following records at its principal office: the Articles or
Restated Articles of Incorporation and all amendments currently in
effect; the Bylaws or Restated Bylaws and all amendments currently in
effect; the minutes of all shareholders' meetings, and records of all
actions taken by shareholders without a meeting, for the past three
years; its financial statements for the past three years, including
balance sheets showing in reasonable detail the financial condition of
the corporation as of the close of each fiscal year, and an income
statement showing the results of its operations during each fiscal year
prepared on the basis of generally accepted accounting principles or, if
not, prepared on a basis explained therein; all written communications
to shareholders generally within the past three years; a list of the
names and business addresses of its current directors and officers; and
its most recent annual report delivered to the Secretary of State of
Washington.
Section 2. Copies of Resolutions. Any person dealing with the
corporation may rely upon a copy of any of the records of the
proceedings, resolutions, or votes of the Board of Directors or
shareholders, when certified by the Chairman (or any Co-Chairman),
President (or any Co-President) or Secretary.
ARTICLE XIV
Amendment of Bylaws
These Bylaws may be amended, altered, or repealed by the
affirmative vote of a majority of the full Board of Directors at any
regular or special meeting of the Board of Directors.