EXHIBIT (3b.)
BYLAWS
of
NORTHWEST
NATURAL
GAS
COMPANY
As Adopted by the Board of Directors
July 17, 1975
As Amended Through December 18, 1997
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. Environmental Policy Committee........................... 4
Section 7. Finance Committee........................................ 5
Section 8. Other Committees......................................... 5
Section 9. Changes of Size and Function............................. 5
Section 10.Conduct of Meetings...................................... 5
Section 11.Compensation............................................. 5
ARTICLE VI.
NOTICES:
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 or her 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 or her 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 or her 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 who retired prior to January 1, 1998 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.
Directors who retire subsequent to December 31, 1997 shall not be entitled to
receive such compensation.
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 third Thursday of November and 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 or her 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 or her 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. The duties of
the committee shall include recommending to the board nominees for election as
directors, the conduct of periodic reviews of board effectiveness and the
performance of such other functions as the board by resolution from time to time
may direct.
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. 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 7. 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 8. 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 9. 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 10. 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 11. 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 or her 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. Unless otherwise determined by the board of
directors, 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 or her 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 or her 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 or her 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 or her legal representative who shall furnish proper evidence of authority
to transfer, or by his or her 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 or she 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 or
her 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 or her 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 or her and incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the company
would have the power to indemnify him or her 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 or her and incurred by him or
her in his or her 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.