BYLAWS
OF
WEYERHAEUSER COMPANY
(as amended through February 11, 1999)
ARTICLE I
PRINCIPAL OFFICE
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The principal office of this corporation, and its registered office in the
State of Washington, is the Weyerhaeuser Headquarters Building,33663
Weyerhaeuser Way South, Federal Way, Washington.
The registered agent of the corporation is the Secretary of the
corporation.
ARTICLE II
SHAREHOLDERS' MEETINGS
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1. (a) The annual meeting of shareholders at which the Directors are
elected shall be held at 9:00 a.m. on the third Tuesday in April at the
registered office of the corporation, or at such other time or place within or
without the State of Washington as may be designated by the Board of Directors,
for the purpose of electing directors, and for the transaction only of such
other business as is properly brought before the meeting, in accordance with
these bylaws.
(b) To be properly brought before the meeting, business must be of
a nature that is appropriate for consideration at an annual meeting and must be
(i) specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or
(iii) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before the annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the corporation.
To be timely, each such notice must be given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the corporation, not
less than 90 days nor more than 120 days prior to the meeting; provided,
however, that in the event that less than 100 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close
of business on the 10th day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was made, whichever
first occurs. Each such notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (w) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (x) the name and
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address of record of the shareholder proposing such business, (y) the class or
series and number of shares of the corporation which are owned by the
shareholder, and (z) any material interest of the shareholder in such business.
(c) Notwithstanding anything in these bylaws to the contrary, no
business shall be transacted at the annual meeting except in accordance with the
procedures set forth in this Section; provided, however, that nothing in this
Section shall be deemed to preclude discussion by any shareholder of any
business properly brought before the annual meeting, in accordance with these
bylaws.
2. Special meetings of shareholders shall be held at such time and
place as shall be stated in the notice of special meeting solely for such
purpose or purposes as may be stated in the notice of said meeting. Except as
otherwise specifically required by law and subject to the rights of the holders
of any class or series of stock having a preference over the common shares as to
dividends or upon liquidation, special meetings of shareholders may be called
only by the Board of Directors pursuant to a resolution adopted by the
affirmative vote of a majority of the entire Board of Directors (as defined in
Section 1 of Article III).
3. The record date for the determination of shareholders entitled to
notice of and to vote at each annual or special meeting of shareholders shall be
the close of business on the eighth Friday preceding each such meeting,
provided, however, that the Board of Directors may by resolution fix a different
record date for any particular meeting of shareholders.
4. Every shareholder shall furnish in writing to the principal transfer
agent, his post office address at which notice of shareholders' meetings and any
other notices or communications pertaining to the corporation's affairs or
business may be served upon or mailed to him; and every shareholder shall
forthwith advise the principal transfer agent in writing of any change of
address.
ARTICLE III
DIRECTORS
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1. The business and affairs of this corporation shall be managed under
the direction of a Board of Directors consisting of not fewer than nine (9) nor
more than thirteen (13) directors, the exact number to be determined from time
to time by resolution adopted by the affirmative vote of a majority of the
entire Board of Directors, each director to hold office until his successor
shall have been elected and qualified. Whenever used in these bylaws, the
phrase "entire Board of Directors" shall mean that number of directors fixed by
the most recent resolution adopted pursuant to the preceding sentence prior to
the date as of which a determination of the number of directors then
constituting the entire Board of Directors shall be relevant for any purpose
under these bylaws. Subject to the rights of holders of any class or series of
stock having a preference over the common shares as to dividends or upon
liquidation, nominations for the election of directors may be made by the Board
of Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote generally in the election of directors. However,
any shareholder entitled to vote generally in the election of directors may
nominate one or more persons for election as directors at a meeting only if
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written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the corporation not less than 90 days
nor more than 120 days prior to the meeting; provided, however, that in the
event that less than 100 days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of meeting was mailed or such
public disclosure was made, whichever first occurs. Each such notice to the
Secretary shall set forth: (i) the name and address of record of the
shareholder who intends to make the nomination; (ii) a representation that the
shareholder is a holder of record of shares of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) the name, age,
business and residence addresses, and principal occupation or employment of each
nominee; (iv) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (v) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (vi)
the consent of each nominee to serve as a director of the corporation if so
elected. The corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the corporation to determine the
eligibility of such proposed nominee to serve as a director of the corporation.
The presiding officer of the meeting may, if the facts warrant, determine that a
nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
2. Meetings of the Board of Directors, regular or special, may be held
at any place within or without the State of Washington. The times and places
for holding meetings of the Board of Directors may be fixed from time to time by
resolution of the Board of Directors or (unless contrary to a resolution of the
Board of Directors) in the notice of the meeting.
3. The annual meeting of the Board of Directors may be held immediately
following the adjournment of the annual meeting of shareholders at the place at
which the annual meeting of shareholders is held or at such other time or place
fixed by resolution of the Board of Directors.
4. Special meetings of the Board of Directors shall be held whenever
called by the Chairman of the Board, the President or the Secretary or by any
two or more directors. Notice of each special meeting of the Board shall, if
mailed, be addressed to each director at the address designated by him for that
purpose or, if none is designated, at his last known address and be mailed on or
before the third day before the date on which the meeting is to be held; or such
notice shall be sent to each director at such address by telegraph, cable,
wireless, telex or other electronic means of transmission, or be delivered to
him personally, not later than the day before the date on which such meeting is
to be held. Every such notice shall state the time and place of the meeting but
need not state the purposes of the meeting, except to the extent required by
law. If mailed, each notice shall be deemed given when deposited, with postage
thereon prepaid, in a post office or official depository under the exclusive
care and custody of the United States Postal Service. Such mailing shall be by
first class mail.
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ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
------------------------------
1. (a) The Board of Directors may, by resolution passed by a majority
of the whole Board, designate three or more of their number to constitute an
Executive Committee, and shall include therein the Chairman of the Board. The
Executive Committee, except to the extent limited in the aforesaid resolution or
by law, shall have and exercise, in the interval between meetings of the Board
of Directors, the authority and powers of the Board of Directors in the
management of the business of the corporation.
(b) Meetings of the Executive Committee may be held at any time
and at any place upon call of the Chairman of the Board or the Secretary or any
two members of the Committee. Notice, which need not state the purpose of the
meeting, shall be given orally, in writing or by telegraph not less than twenty-
four hours prior to the time of the holding of said meeting, except that if a
meeting is held at a time and place fixed in a resolution of the Executive
Committee or the Board of Directors, no notice shall be required.
(c) Three of the members of the Executive Committee shall constitute a
quorum for the transaction of business and the act of three of the members of
the Executive Committee present at a meeting shall be the act of the Executive
Committee. All action taken by the Executive Committee shall be reported to the
next meeting of the Board of Directors, unless before such meeting a copy of
said minutes shall have been given to each Director.
2. (a) The Board of Directors may, by resolution passed by a majority
of the whole Board, define the powers, authority, and functions of, designate
the number of members and name the Chairmen and other members of such other
committees of the Board of Directors as the Board shall from time to time
determine.
(b) Meetings of such a committee may be had at any time and at any
place upon call of the Chairman of the committee, the Chairman of the Board or
any other two members of the committee. Notice, which need not state the
purpose of the meeting, shall be given orally, in writing or by telegraph not
less than twenty-four hours prior to the time of the holding of said meeting,
except that if a meeting is held at a time and place fixed in a resolution
of the Committee, or the Board of Directors, no notice shall be required.
(c) Two of the members of such a committee shall constitute a
quorum of the committee for the transaction of its business and the act of two
of the members of the committee present at a meeting shall be the act of the
committee. All action taken by such a committee shall be reported to the next
meeting of the Board of Directors, unless before such meeting a copy of
the minutes of the committee meeting shall have been given to each Director.
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ARTICLE V
OFFICERS
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1. The officers of this corporation shall include those elected by the
Board of Directors and those appointed by the chief executive officer. The
officers of this corporation to be elected by the Board of Directors shall be:
a Chairman of the Board of Directors; a President; one or more Executive Vice
Presidents; one or more Senior Vice Presidents; a Secretary; a Treasurer; a
General Counsel; a Controller; and a Director of Taxes. The officers of this
corporation which may from time to time be appointed by the chief executive
officer shall be the Vice Presidents and such additional officers and assistant
officers of this corporation as he may determine.
2. At its annual meeting the Board of Directors shall elect such of the
officers of this corporation as are to be elected by it and each such officer
shall hold office until the next such annual meeting or until a successor shall
have been duly elected and qualified or until his death, resignation, retirement
or removal by the Board of Directors. A vacancy in any such office may be
filled for the unexpired portion of the term at any meeting of the Board of
Directors. Such of the officers of this corporation as are appointed by the
chief executive officer shall serve for such periods of time as he may determine
or until a successor shall have been appointed or until his death, resignation,
retirement or removal from office.
3. Any Director or officer may resign his office at any time. Such
resignation shall be made in writing and delivered to and filed with the
Secretary, except that a resignation of the Secretary shall be delivered to and
filed with the chief executive officer. A resignation so made shall be
effective upon its delivery unless some other time be fixed in the resignation,
and then from the date so fixed.
4. The Board of Directors may appoint and remove at will such agents
and committees as the business of the corporation shall require, each of whom
shall exercise such powers and perform such duties as may from time to time be
prescribed or assigned by the chief executive officer, the Board of Directors or
by other provisions of these bylaws.
ARTICLE VI
POWERS AND DUTIES OF OFFICERS
-----------------------------
1. The Chairman of the Board of Directors shall, when present, preside
at all meetings of the Board of Directors, the Executive Committee, and the
shareholders. The Chairman shall advise with and assist the President in any
possible way, and shall perform such duties as may be assigned to him by the
Board or the President.
2. The President shall be the chief executive officer of the
corporation and shall be vested with general authority and control of its
affairs, and over the officers, agents and employees of the corporation, subject
to the Board of Directors. He shall, in the absence of the Chairman of the
Board, preside at all meetings of the Board of Directors, the Executive
Committee and the shareholders, and shall perform all the duties devolving upon
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him by law as the chief executive officer of the corporation. He shall from time
to time report to the Board of Directors any information and recommendations
concerning the business or affairs of the corporation which may be proper or
needed, and shall see that all orders and resolutions of the Board of Directors
are carried into effect, and shall perform such other duties and services, not
inconsistent with law or these bylaws, as pertain to his office, or as are
required by the Board of Directors.
3. (a) The Executive Vice Presidents, the Senior Vice Presidents and
the Vice Presidents shall have and exercise such powers and discharge such
duties as may from time to time be conferred upon and delegated to them
respectively, by the chief executive officer, or by these bylaws, or by the
Board of Directors.
(b) In the absence of the chief executive officer or in the case
of his inability to act, the President, or in the absence of the President or in
the case of his inability to act, the most senior Executive Vice President
present, or in the absence or inability to act of any Executive Vice President,
the most senior Senior Vice President present, shall be vested with all the
powers and shall perform all the duties of said chief executive officer during
his absence or inability to act, or until his successor shall have been elected.
4. (a) The Treasurer shall attend to the collection, receipt and
disbursement of all moneys belonging to the corporation. He shall have
authority to endorse, on behalf of the corporation, all checks, notes, drafts,
warrants and orders, and he shall have custody over all securities of the
corporation. He shall have such additional powers and such other duties as he
may from time to time be assigned or directed to perform by these bylaws or by
the Board of Directors or by the chief executive officer.
(b) The Assistant Treasurers, in the order of their seniority,
shall have all of the powers and shall perform the duties of the Treasurer in
case of the absence of the Treasurer or his inability to act, and shall have
such other powers and duties as they may from time to time be assigned or
directed to perform.
5. (a) The Secretary shall have the care and custody of the corporate
and stock books and the corporate seal of the corporation. He shall attend all
meetings of the shareholders, and, when possible, all meetings of the Board of
Directors and of the Executive Committee, and shall record all votes and the
minutes of all proceedings in books kept for that purpose. He shall sign such
instruments in behalf of the corporation as he may be authorized by the Board of
Directors or by law to do, and shall countersign, attest and affix the corporate
seal to all certificates and instruments where such countersigning or such
sealing and attestation are necessary to the true and proper execution thereof
He shall see that proper notice is given of all meetings of the shareholders of
which notice is required to be given, and shall have such powers and duties as
he may from time to time be assigned or directed to perform by these bylaws, by
the Board of Directors or the chief executive officer.
(b) The Assistant Secretaries, in the order of their seniority,
shall have all of the powers and shall perform the duties of the Secretary in
case of the absence of the Secretary or his inability to act, and shall have
such other powers and duties as they may from time to time be assigned or
directed to perform.
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6. The General Counsel shall attend all meetings of the shareholders
and, upon request, meetings of the Board of Directors and the Executive
Committee of the corporation, and act as advisor thereof, and shall have general
supervision of all legal matters of the corporation, and at all times be subject
to the direction of the chief executive officer and the Board of Directors of
the corporation.
7. (a) The Controller shall be the chief accounting officer of the
corporation with authority over and custody of the financial and property books
and records of the corporation. He shall maintain adequate records of all
assets, liabilities and transactions of the corporation; and shall have such
additional powers and duties as he may from time to time be assigned or directed
to perform by these bylaws or by the Board of Directors or by the chief
executive officer.
(b) The Assistant Controllers, in the order of their seniority,
shall have all of the powers and shall perform the duties of the Controller in
case of the absence of the Controller or his inability to act, and shall have
such other powers and duties as they may from time to time be assigned or
directed to perform.
ARTICLE VII
CERTIFICATES OF STOCK
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1. All certificates of stock shall be in such form as shall be approved
by the Board of Directors, shall be numbered in the order of their issue, shall
be dated, shall be signed by the Chairman of the Board, the President, an
Executive Vice President, a Senior Vice President, or a Vice President, and by
the Secretary or an Assistant Secretary, provided, that where any such
certificate is manually countersigned by a Registrar, other than the corporation
or its employee, the signatures of the Chairman of the Board, President,
Executive Vice President, Senior Vice President, Vice President, Secretary, or
Assistant Secretary, and the Transfer Agent upon such certificates may be
facsimiles. In case any officer or officers who shall have signed or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation, or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be issued and delivered by the corporation as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures were used thereon had not ceased to be
such officer or officers of the corporation.
2. The corporation shall, if and whenever the Board of Directors so
determines, maintain one or more transfer offices each in charge of a Transfer
Agent designated by the Board of Directors where the shares of the corporation
shall be directly transferable; and likewise, one or more registration offices
each in charge of a Registrar designated by the Board of Directors where such
certificates shall be registered. One person or corporation may be designated
as both Transfer Agent and Registrar. When any such transfer and registration
office or offices are maintained and the Transfer Agent or Agents and Registrar
or Registrars shall have been designated for such office or offices, no
certificate for shares of the corporation shall be valid unless countersigned by
a Transfer Agent so designated and by a Registrar so designated.
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3. Except as otherwise provided in the articles of incorporation or a
resolution of the Board of Directors of this corporation, transfer of fractional
shares shall not be made upon the records or books of the corporation, nor shall
certificates for fractional shares be issued by the corporation.
4. The corporation may issue a new certificate in place of any
certificate theretofore issued by it alleged to have been lost or destroyed
The Board of Directors shall require the owner of the lost, destroyed or
mutilated certificate, or his legal representative, to give the corporation a
bond in such sum and with such surety or sureties as it may direct, to indemnify
the corporation against any claim that shall be made against it on account of
the alleged loss or destruction of such certificate.
5. The Board of Directors may make such additional rules and regulations,
not contrary to law or these bylaws, as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of the corporation.
ARTICLE VIII
CONTRACTS
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The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or to execute and deliver any instrument in
the name and on behalf of the corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the Board of
Directors or by these bylaws, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or undertaking, or to
pledge its credit or to render it liable for any purpose or on any account.
ARTICLE IX
FISCAL YEAR
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The fiscal year of this corporation shall be the period beginning with the
opening of business on the first Monday following the last Sunday of the
preceding fiscal year, and ending with the close of business for the last Sunday
of the following December.
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ARTICLE X
CORPORATE SEAL
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The corporate seal shall be the one of which an impression is affixed in
the left hand margin hereof, bearing the words:
"WEYERHAEUSER COMPANY
CORPORATE SEAL
STATE OF WASHINGTON"
ARTICLE XI
NOTICES AND WAIVERS
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1. Whenever notice is required under these bylaws or by statute, and
such notice is given by mail, the time of giving such notice shall be deemed to
be the time when the same is placed in the United States mail, postage prepaid,
and addressed to the party to be notified, at his last known address.
2. Any shareholder, officer, director or member of the Executive
Committee may waive at any time any notice required to be given under these
bylaws, either by separate writing or directly upon the face of the records.
ARTICLE XII
INDEMNIFICATION
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1. This corporation 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 the person is or was a director, officer or employee, or
who is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the person in connection with such action, suit or
proceeding to the fullest extent and in the manner set forth in and permitted by
the Business Corporation Act of the State of Washington, and any other
applicable law, as from time to time in effect. Such right of indemnification
shall not be deemed exclusive of any other rights to which the person may be
entitled apart from the foregoing provisions. For purposes of this Article
"director, officer or employee" shall include persons who hold such positions in
this corporation or in a wholly owned subsidiary, or hold, at the written
request of an officer of this corporation, an equivalent position in another
enterprise. The rights granted by this Article shall apply whether or not the
person continues to be a director, officer or employee at the time liability or
expense is incurred.
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2. This corporation shall have power to the fullest extent permitted by
the Business Corporation Act of the State of Washington to purchase and maintain
insurance on behalf of any person who is, or was, a director, officer, employee
or agent of this corporation or is or was serving at the request of this
corporation as an officer, director, employee or agent of another corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan
against any liability asserted against him or incurred by him in any such
capacity or arising out of his status as such, whether or not this corporation
would have the power to indemnify the person against such liability under the
provisions of Section 1 of this Article XII or under the Business Corporation
Act of the State of Washington or any other provision of law.
ARTICLE XIII
1. These bylaws may be altered, amended or repealed or new bylaws enacted
by the affirmative vote of a majority of the entire Board of Directors (if
notice of the proposed alteration or amendment is contained in the notice of the
meeting at which such vote is taken or if all directors are present) or at any
regular meeting of the shareholders (or at any special meeting thereof duly
called for that purpose) by the affirmative vote of a majority of the shares
represented and entitled to vote at such meeting (if notice of the proposed
alteration or amendment is contained in the notice of such meeting).
2. Notwithstanding anything contained in Section 1 of this Article XIII
to the contrary, either (i) the affirmative vote of the holders of at least 80%
of the votes entitled to be cast by the holders of all shares of the corporation
entitled to vote generally in the election of directors, voting together as a
single class, or (ii) the affirmative vote of a majority of the entire Board of
Directors with the concurring vote of a majority of the Continuing Directors,
voting separately and as a subclass of directors, shall be required to alter,
amend or repeal, or adopt any provision inconsistent with, Sections 1 and 2 of
Article II, Section 1 of Article III, Article XII and this Section 2 of this
Article XIII. For purposes of this Article XIII, the term "Continuing Director"
shall mean any member of the Board of Directors who was a member of the Board of
Directors on August 13, 1985 or who is elected to the Board of Directors after
August 13, 1985 upon the recommendation of a majority of the Continuing
Directors, voting separately and as a subclass of directors on such
recommendation.
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