EXHIBIT (3b.)
BYLAWS
of
NORTHWEST
NATURAL
GAS
COMPANY
As Adopted by the Board of Directors
July 17, 1975
Amended
April 19, 1979
December 18, 1980
October 15, 1981
February 16, 1984
May 17, 1984
October 18, 1984
December 20, 1984, effective January 1, 1985
May 23, 1985
May 26, 1988
February 22, 1990
May 23, 1991
November 21, 1991
January 28, 1993, effective January 1, 1993
February 25, 1993
March 25, 1993
December 16, 1993
February 23, 1995, effective February 24, 1995
CONTENTS
ARTICLE I.
OFFICES: Page
Section 1. Office . . . . . . . . . . . . . . . . . . . 1
Section 2. Registered Office. . . . . . . . . . . . . . 1
ARTICLE II.
MEETINGS OF SHAREHOLDERS:
Section 1. Annual Meeting . . . . . . . . . . . . . . . 1
Section 2. Special Meetings . . . . . . . . . . . . . . 1
Section 3. Notice . . . . . . . . . . . . . . . . . . . 1
Section 4. Fixing Record Date . . . . . . . . . . . . . 1
Section 5. Record of Shareholders . . . . . . . . . . . 2
Section 6. Quorum . . . . . . . . . . . . . . . . . . . 2
Section 7. Voting . . . . . . . . . . . . . . . . . . . 2
Section 8. Conduct of Meetings . . . . . . . . . . . . 2
ARTICLE III.
BOARD OF DIRECTORS:
Section 1. Directors . . . . . . . . . . . . . . . . . 2
Section 2. Chairman of the Board . . . . . . . . . . . 2
Section 3. Lead Director. . . . . . . . . . . . . . . . 3
Section 4. Retired Directors . . . . . . . . . . . . . 3
Section 5. Compensation . . . . . . . . . . . . . . . . 3
ARTICLE IV.
MEETINGS OF THE BOARD OF DIRECTORS:
Section 1. Regular Meetings . . . . . . . . . . . . . . 3
Section 2. Special Meetings . . . . . . . . . . . . . . 3
Section 3. Waiver of Notice . . . . . . . . . . . . . . 3
Section 4. Quorum . . . . . . . . . . . . . . . . . . . 3
Section 5. Manner of Acting . . . . . . . . . . . . . . 3
Section 6. Action Without a Meeting . . . . . . . . . . 4
ARTICLE V.
COMMITTEES OF THE BOARD:
Section 1. Executive Committee. . . . . . . . . . . . . 4
Section 2. Audit Committee. . . . . . . . . . . . . . . 4
Section 3. Retirement Committee . . . . . . . . . . . . 4
Section 4. Pension Committee. . . . . . . . . . . . . . 4
Section 5. Organization and Executive Compensation . .
Committee . . . . . . . . . . . . . . . . . 4
Section 6. Nominating Committee . . . . . . . . . . . . 4
Section 7. Environmental Policy Committee . . . . . . . 4
Section 8. Finance Committee. . . . . . . . . . . . . . 5
Section 9. Other Committees . . . . . . . . . . . . . . 5
Section 10. Changes of Size and Function . . . . . . . . 5
Section 11. Conduct of Meetings. . . . . . . . . . . . . 5
Section 12. Compensation . . . . . . . . . . . . . . . . 5
ARTICLE VI.
NOTICES: Page
Section 1. Form and Manner . . . . . . . . . . . . . . 5
Section 2. Waiver . . . . . . . . . . . . . . . . . . . 5
ARTICLE VII.
OFFICERS:
Section 1. Election . . . . . . . . . . . . . . . . . . 6
Section 2. Compensation . . . . . . . . . . . . . . . . 6
Section 3. Term . . . . . . . . . . . . . . . . . . . . 6
Section 4. Removal. . . . . . . . . . . . . . . . . . . 6
Section 5. President. . . . . . . . . . . . . . . . . . 6
Section 6. Vice Presidents. . . . . . . . . . . . . . . 6
Section 7. Secretary. . . . . . . . . . . . . . . . . . 6
Section 8. Treasurer. . . . . . . . . . . . . . . . . . 6
ARTICLE VIII.
CONTRACTS, LOANS, CHECKS AND DEPOSITS:
Section 1. Contracts. . . . . . . . . . . . . . . . . . 7
Section 2. Loans. . . . . . . . . . . . . . . . . . . . 7
Section 3. Checks and Drafts. . . . . . . . . . . . . . 7
Section 4. Deposits . . . . . . . . . . . . . . . . . . 7
ARTICLE IX.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. . . . . . . . . . . 7
Section 2. Transfer . . . . . . . . . . . . . . . . . . 7
Section 3. Owner of Record. . . . . . . . . . . . . . . 7
ARTICLE X.
INDEMNIFICATION AND INSURANCE:
Section 1. Indemnification. . . . . . . . . . . . . . . 8
Section 2. Insurance. . . . . . . . . . . . . . . . . . 8
ARTICLE XI.
SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE XII.
AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 8
The following Bylaws were adopted by Northwest Natural Gas
Company on July 17, 1975 superseding amended Bylaws originally
adopted in conformity with an order of the District Court of the
United States for the District of Oregon enforcing a plan for
rearrangement of the Company's capital structure effective
December 31, 1951, and subsequently amended by the stockholders
on May 17, 1954, May 20, 1957, May 21, 1973, and May 20, 1974.
BYLAWS
OF
NORTHWEST NATURAL GAS COMPANY
ARTICLE I.
OFFICES
SECTION 1. OFFICE. The principal office of the company
shall be located in the City of Portland, Oregon. The company
also may have offices at such other places both within and
without the State of Oregon as the board of directors from time
to time may determine.
SECTION 2. REGISTERED OFFICE. The registered office of the
company required by law to be maintained in the state shall be at
the same location as the principal office unless otherwise
designated by resolution of the board of directors.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of
shareholders of the company for the election of directors and for
the transaction of other business shall be held at the company's
office in the City of Portland, Oregon, or such other place in
that City as shall be determined by the board of directors, on
the fourth Thursday of May in each year, unless such day shall be
a legal holiday, in which event such meeting shall be held on the
next business day. If such meeting shall not be held on such day
in any year, it shall be held within 60 days thereafter on such
day as shall be fixed by the board of directors and be specified
in the notice of the meeting. Every such meeting shall be held
at the hour of two o'clock p.m., or at such other hour as shall
be fixed by the board and specified in such notice.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders of the company may be called by the board of
directors or the holders of not less than one-tenth of all shares
entitled to vote at the meeting. Each special meeting shall be
held for such purposes, at such place in the City of Portland,
Oregon, and at such time as shall be specified in the notice
thereof.
SECTION 3. NOTICE. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than 10 nor more than 50 days before
the date of the meeting, either personally or by mail, by or at
the direction of the board of directors or the persons calling
the meeting, to each shareholder of record entitled to vote at
such meeting.
SECTION 4. FIXING 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 entitled
to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the
board of directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case
to be not more than 50 days and, in the case of a meeting of
shareholders, not less than 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 date on which notice of the meeting is
mailed or the date on which the resolution of the board 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, such
determination shall apply to any adjournment thereof.
SECTION 5. RECORD OF SHAREHOLDERS. The officer or agent
having charge of the transfer books for shares of the company
shall make, at least 10 days before each meeting of shareholders,
a complete record of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical
order with the address of and the number of shares held by each,
which record, for a period of 10 days prior to such meeting,
shall be kept on file at the registered office of the company and
shall be subject to inspection by any shareholder at any time
during usual business hours. Such record also shall be produced
and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole
time of the meeting. The original transfer books for shares
shall be prima facie evidence as to who are the shareholders
entitled to examine such record or transfer books or to vote at
any meeting of the shareholders.
SECTION 6. QUORUM. A majority of the shares of the company
entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of shareholders. If a quorum
is present, in person or by proxy, the affirmative vote of a
majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number, or voting by classes, is
required by law or the Restated Articles of Incorporation.
If a quorum shall not be represented at any meeting of
shareholders, the shareholders represented may adjourn the
meeting from time to time without further notice. At such
adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The
shareholders represented at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a
quorum.
SECTION 7. VOTING. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to
a vote at a meeting of shareholders, except to the extent that
the voting rights of the shares of any class or classes are
limited or denied by law or the Restated Articles of
Incorporation. At each election of directors holders of shares
of common stock have the right to cumulative voting as provided
for in the Restated Articles of Incorporation. A shareholder may
vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the secretary of the company before or
at the time of the meeting.
SECTION 8. CONDUCT OF MEETINGS. Every meeting of
shareholders shall be presided over by the chairman of the board,
in his absence by the president, in their absence by a vice
president or, if none be present, by a chairman appointed by the
shareholders present at the meeting. The minutes of such meeting
shall be recorded by the secretary or an assistant secretary but,
if neither be present, by a secretary appointed for that purpose
by the chairman of the meeting.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. DIRECTORS. The business and affairs of the
Company shall be managed by its board of directors. The number
of members of the board, their classification and terms of
office, and the manner of their election and removal shall be
determined as provided by the Restated Articles of Incorporation.
Directors need not be residents of the State of Oregon or
shareholders of the Company. No person who has reached the age
of 72 years shall be eligible to be elected a director, but a
director may serve until the next annual meeting of shareholders
after reaching that age.
SECTION 2. CHAIRMAN OF THE BOARD. The board of directors
may elect one of its members as chairman of the board. The
chairman of the board, if that position be filled, shall preside
at all meetings of the shareholders and the board of directors
and shall have such other duties and responsibilities as may be
prescribed by the board of directors. If there shall be no
chairman of the board, or in his absence or disability, the
president also shall exercise the duties and responsibilities of
that position.
SECTION 3. LEAD DIRECTOR. The board of directors shall
elect one of its members as lead director. The lead director
shall, in the absence of the chairman of the board, preside at
meetings of the board of directors and shall preside at all
meetings of the executive committee. The lead director shall
have such other duties and responsibilities as may be prescribed
by the board of directors.
SECTION 4. RETIRED DIRECTORS. Any person who, upon
retirement as a director after reaching age 72, shall have served
as a director of the company for ten or more years shall be
appointed a retired director of the company for life. Any other
person who shall have served as a director of the company may be
elected by the board as a retired director of the company for one
or more terms of one year or less. A retired director may attend
meetings of the board but shall not have the right to vote at
such meetings.
SECTION 5. COMPENSATION. Directors shall receive such
reasonable compensation for their services as may be fixed from
time to time by resolution of the board of directors, and shall
be reimbursed for their expenses properly incurred in the
performance of their duties as directors. No such payment shall
preclude any director from serving the company in any other
capacity and receiving such reasonable compensation for such
services as may be fixed by resolution of the board.
Retired directors shall receive such compensation as
from time to time may be fixed by resolution of the board of
directors as the annual retainer for members of the board of
directors.
ARTICLE IV.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. REGULAR MEETINGS. Regular meetings of the board
of directors shall be held on the fourth Thursday of February,
April, May, July and September, and on the second Thursday of
November and the third Thursday of December, at such hour and
place as shall be specified in the notice of meeting. The date,
time and place for holding regular meetings of the board of
directors may be changed upon the giving of notice to all
directors by or at the request of the chairman of the board or
the president. The board may provide by resolution the time and
place either within or without the State of Oregon for holding of
meetings or may omit the holding of any meeting without other
notice than such resolution.
SECTION 2. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the chairman
of the board, the lead director, the president or any two
directors. The person or persons authorized to call special
meetings of the board may fix any place, either within or without
the State of Oregon, as the place for holding any special meeting
of the board called by them. Notice of the time and place of
special meetings shall be given to each director at least one day
in advance by the secretary or other officer performing his
duties.
SECTION 3. WAIVER OF NOTICE. Any director may waive notice
of any meeting. The attendance of a director at any 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. Except as otherwise provided by law
or the Restated Articles of Incorporation, 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 4. QUORUM. A majority of the number of directors
at any time fixed by resolution adopted by the affirmative vote
of a majority of the entire board of directors shall constitute a
quorum for the transaction of business. If a quorum shall not be
present at any meeting of directors, the directors present may
adjourn the meeting from time to time without further notice
until a quorum shall be present.
SECTION 5. MANNER OF ACTING. Except as otherwise provided
by law or the Restated Articles of Incorporation, 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 6. ACTION WITHOUT A MEETING. Any action required
or permitted to be taken at a meeting of the board of directors
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter
thereof.
ARTICLE V.
COMMITTEES OF THE BOARD
SECTION 1. EXECUTIVE COMMITTEE. The board of directors at
any time, by resolution adopted by a majority of the board of
directors, may appoint an executive committee composed of the
chairman of the board, the lead director, and such other number
of directors as the board may from time to time determine. The
lead director, or in his absence, the chairman of the board,
shall act as chairman. The committee shall have and may exercise
all of the authority of the board of directors in the management
of the company, except with respect to matters upon which by law
only the board of directors may act.
SECTION 2. AUDIT COMMITTEE. The board of directors at any
time, by resolution adopted by a majority of the board of
directors, may appoint an audit committee composed of three or
more directors, none of whom shall be an officer of the company.
The board shall designate one member of the committee as
chairman. The duties of the committee shall be to discuss and
review with the company's independent auditors the annual audit
of the company, including the scope of the audit, and report the
results of this review to the board; to meet with the independent
auditors at such other times as the committee shall deem to be
advisable; and to perform such other functions as the board by
resolution from time to time may direct.
SECTION 3. RETIREMENT COMMITTEE. The board of directors at
any time, by resolution adopted by a majority of the board of
directors, shall appoint a retirement committee composed of three
or more directors, none of whom shall be members under the
company's Non-Bargaining Unit Employees Retirement Plan
established by the board. The duties of the committee shall be
to monitor the general administration of the company's Non-
Bargaining Unit Employees Retirement Plan and the committee shall
be responsible for monitoring the carrying out of its provisions
as more fully set forth under the terms of the Plan.
SECTION 4. PENSION COMMITTEE. The board of directors at
any time, by resolution adopted by a majority of the board of
directors, shall appoint three or more directors to serve on the
pension committee provided for in the company's Bargaining Unit
Employees Retirement Plan established by the board. The duties
of the committee shall be to monitor the general administration
of the Bargaining Unit Employees Retirement Plan and the
committee shall be responsible for monitoring the carrying out of
its provisions as more fully set forth under the terms of the
Plan.
SECTION 5. ORGANIZATION AND EXECUTIVE COMPENSATION
COMMITTEE. The board of directors at any time, by resolution
adopted by a majority of the board of directors, may appoint an
organization and executive compensation committee composed of
three or more directors, none of whom shall be an officer of the
company. The board shall designate one member of the committee
as chairman. The duties of the committee shall be to discuss and
review the management of the affairs of the company relating to
its organization and to executive personnel and their
compensation, and to perform such other functions as the board by
resolution from time to time may direct.
SECTION 6. NOMINATING COMMITTEE. The board of directors at
any time, by resolution adopted by a majority of the board of
directors, may appoint a nominating committee composed of three
or more directors, none of whom shall be an officer of the
company. The board shall designate one member of the committee
as chairman. The duties of the committee shall be to recommend
to the board nominees for election as a director and to perform
such other functions as the board by resolution from time to time
may direct.
SECTION 7. ENVIRONMENTAL POLICY COMMITTEE. The board of
directors at any time, by resolution adopted by a majority of the
board of directors, may appoint an environmental policy committee
composed of three or more directors, none of whom shall be an
officer of the company. The board shall designate one member of
the committee as chairman. The duties of the committee shall be
to develop and recommend to the board appropriate environmental
policies and to perform such other functions as the board by
resolution from time to time may direct.
SECTION 8. FINANCE COMMITTEE. The board of directors at
any time, by resolution adopted by a majority of the board of
directors, may appoint a finance committee composed of three or
more directors, none of whom shall be an officer of the Company.
The board shall designate one member of the committee as
chairman. The duties of the committee shall be to discuss and
review the management of the affairs of the company relating to
financing, including the development of long-range financial
planning goals and financial policy, and to perform such other
functions as the board by resolution from time to time may
direct.
SECTION 9. OTHER COMMITTEES. The board of directors at any
time, by resolution adopted by a majority of the board of
directors, may appoint from among its members such other
committees and the chairmen thereof as it may deem to be
advisable. Each such committee shall have such powers and
authority as are set forth in the resolutions pertaining thereto
from time to time adopted by the board.
SECTION 10. CHANGES OF SIZE AND FUNCTION. Subject to the
provisions of law, the board of directors shall have the power at
any time to increase or decrease the number of members of any
committee, to fill vacancies thereon, to change any members
thereof and to change the functions and terminate the existence
thereof.
SECTION 11. CONDUCT OF MEETINGS. Each committee shall
conduct its meetings in accordance with the applicable provisions
of these bylaws relating to the conduct of meetings of the board
of directors. Each committee shall adopt such further rules and
regulations regarding its conduct, keep such minutes and other
records and appoint such subcommittees and assistants as it shall
deem to be appropriate.
SECTION 12. COMPENSATION. Persons serving on any committee
shall receive such reasonable compensation for their services on
such committee as may be fixed by resolution of the board of
directors, provided that no person shall receive compensation for
his services on any committee while serving as an officer of the
company.
ARTICLE VI.
NOTICES
SECTION 1. FORM AND MANNER. Whenever, under the provisions
of law or the Restated Articles of Incorporation, notice is
required to be given to any director or shareholder, unless
otherwise specified, it shall be given in writing by mail
addressed to such director or shareholder at his or her address
as it appears on the stock transfer books or other records of the
company, with postage thereon prepaid, and such notice shall be
deemed to be delivered when deposited in the United States Mail.
Notice to directors also may be given by telephone or in any
other manner which is reasonably calculated to give adequate
notice.
SECTION 2. WAIVER. Whenever any notice whatever is
required to be given under the provisions of law, the Restated
Articles of Incorporation or these bylaws, a waiver thereof in
writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE VII.
OFFICERS
SECTION 1. ELECTION. The board of directors, at its first
meeting following the annual meeting of shareholders each year,
shall elect one of its members as president and shall elect a
secretary. At such meeting, or at any other time it shall deem
appropriate, the board may elect one or more vice presidents and
a treasurer. The board also may elect or appoint such other
officers and agents as it may deem necessary. Any two or more
offices may be held by the same person, except the offices of
president and secretary.
SECTION 2. COMPENSATION. The officers of the company shall
receive such reasonable compensation for their services as from
time to time may be fixed by resolution of the board of
directors.
SECTION 3. TERM. The term of office of all officers shall
commence upon their election or appointment and shall continue
until the first meeting of the board of directors following the
annual meeting of shareholders and thereafter until their
successors shall be elected or until their resignation or
removal. A vacancy occurring in any office of the company for
whatever reason may be filled by the board.
SECTION 4. REMOVAL. Any officer or agent elected or
appointed by the board of directors may be removed by the board
whenever in its judgment the best interests of the company will
be served thereby but such removal shall be without prejudice to
the contract rights, if any, of the officer or agent so removed.
SECTION 5. PRESIDENT. The president shall be the chief
executive officer of the company and, subject to the control of
the board of directors, shall be responsible for the general
administration and operation of the company. He shall have such
other duties and responsibilities as may pertain to such office
or be prescribed by the board of directors. In the absence or
disability of the president, an officer designated by the board
shall exercise the duties and responsibilities of the president.
SECTION 6. VICE PRESIDENTS. Each vice president shall have
such duties and responsibilities as may be prescribed by the
board of directors and the president. The board or the president
may confer a special title upon a vice president.
SECTION 7. SECRETARY. The secretary shall record and keep
the minutes of the shareholders in one or more books provided for
that purpose; see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; and
perform such other duties as may be prescribed by the board or
the president. The secretary shall have custody of the corporate
seal of the company and shall affix the seal to any instrument
requiring it and attest the same by his signature.
The assistant secretaries shall have such duties as may be
prescribed from time to time by the board, the president or the
secretary. In the absence or disability of the secretary, his
duties shall be performed by an assistant secretary.
SECTION 8. TREASURER. The treasurer shall have charge and
custody and be responsible for all funds and securities of the
company; deposit all moneys and other valuable effects in the
name and to the credit of the company in such depositories as may
be designated by the board of directors; and disburse the funds
of the company as may be authorized by the board and take proper
vouchers for such disbursements. The treasurer shall have such
other duties as may be prescribed from time to time by the board
or the president. In the absence or disability of the treasurer,
his duties shall be performed by an assistant treasurer.
ARTICLE VIII.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors by resolution
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 company, and such authority may be
general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf
of the company and no evidences of indebtedness shall be issued
in its name unless authorized by a resolution of the board of
directors. Such authority may be general or confined to specific
instances.
SECTION 3. CHECKS AND DRAFTS. All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the company shall be signed by
such officer or officers, agent or agents of the company and in
such manner as shall from time to time be determined by
resolution of the board of directors.
SECTION 4. DEPOSITS. All funds of the company not
otherwise employed shall be deposited from time to time to the
credit of the company in such banks, trust companies or other
depositories as the board of directors or officers of the company
designated by the board may select, or be invested as authorized
by the board.
ARTICLE IX.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates
representing shares of the company shall be issued only for whole
numbers of shares and shall be in such form as the board of
directors may, from time to time, prescribe in accordance with
the laws of the State of Oregon. Such certificates shall be
signed by the 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 thereof. In case of a lost,
destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the company as the
board may authorize.
SECTION 2. TRANSFER. Shares of stock of the company shall
be transferable on the books of the company 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 duly executed power of attorney, and on
surrender for cancellation of the certificates for such shares.
The board of directors may appoint one or more transfer agents
and registrars of stock of the company.
SECTION 3. OWNER OF RECORD. The company shall be entitled
to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends and to vote as
such owner and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
ARTICLE X.
INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION. The company shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was director,
officer, employee or agent of the company, or is or was serving
at the request of the company as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise or any employee benefit plan,
against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by him in connection with the defense or settlement of such
action, suit or proceeding to the fullest extent permissible
under the Oregon Business Corporation Act or the indemnification
provisions of any successor Act. The foregoing rights of
indemnification shall not be exclusive of any other rights to
which any such person so indemnified may be entitled, under any
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office; shall
continue as to a person who has ceased to be a director, officer,
employee or agent; and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 2. INSURANCE. The company may purchase and
maintain insurance (and pay the entire premium therefor) on
behalf of any person who is or was a director, officer, employee
or agent of the company, or is or was serving at the request of
the company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status
as such, whether or not the company would have the power to
indemnify him against such liability under the provisions of the
Oregon Business Corporation Act or any successor Act; and on
behalf of any person who is or was a fiduciary under the Employee
Retirement Income Security Act of 1974 with regard to an employee
benefit plan of the company against any liability asserted
against him and incurred by him in his fiduciary capacity.
ARTICLE XI.
SEAL
The corporate seal of the company shall be circular in
form and shall bear an inscription containing the name of the
company, the year of its organization, the state of its
incorporation and the words "Corporate Seal."
ARTICLE XII.
AMENDMENTS
These bylaws, or any of them, may be altered, amended
or repealed, or new bylaws adopted, by resolution of a majority
of the board of directors, subject to repeal or change by action
of the shareholders.