BYLAWS
OF
WEYERHAEUSER COMPANY
(as amended through August 15, 1995)
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 50 days nor
more than 75 days prior to the meeting; provided, however, that in the
event that less than 60 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 address of record of the
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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 written notice of such shareholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United
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States mail, postage prepaid, to the Secretary of the corporation not less
than 50 days nor more than 75 days prior to the meeting; provided, however,
that in the event that less than 60 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 him by law as
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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
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 on 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.