AMENDED AND RESTATED BYLAWS
OF
PORTLAND GENERAL ELECTRIC COMPANY
An Oregon Corporation
Date of Adoption
May 1, 1998
(Section 2 of Article VII of these Bylaws shall be effective as of July
1, 1997, to the extent that such Section (i) would provide broader
indemnification rights than those contained in the bylaws in effect prior
to the date hereof, or (ii) would provide indemnification rights to
persons not covered by the bylaws in effect prior to the date hereof.)
AMENDED AND RESTATED BYLAWS
Table of Contents
PAGE
ARTICLE I ............................................................1
OFFICES ........................................................... 1
SECTION 1. REGISTERED OFFICE ....................................1
SECTION 2. OTHER OFFICES.........................................1
ARTICLE II ...........................................................1
SHAREHOLDERS .......................................................1
SECTION 1. PLACE OF MEETINGS.....................................1
SECTION 2. QUORUM; ADJOURNMENT OF MEETINGS.......................1
SECTION 3. ANNUAL MEETINGS.......................................2
SECTION 4. SPECIAL MEETINGS......................................2
SECTION 5. RECORD DATE...........................................2
SECTION 6. NOTICE OF MEETINGS....................................3
SECTION 7. SHAREHOLDER LIST......................................3
SECTION 8. PROXIES...............................................4
SECTION 9. VOTING; ELECTIONS; INSPECTORS.........................4
SECTION 10. CONDUCT OF MEETINGS..................................5
SECTION 11. VOTING OF CERTAIN SHARES ............................5
SECTION 12. ACTION WITHOUT MEETING...............................5
SECTION 13. BUSINESS TO BE BROUGHT BEFORE THE ANNUAL MEETING......6
ARTICLE III...........................................................7
BOARD OF DIRECTORS..................................................7
SECTION 1. POWER; NUMBER; TERM OF OFFICE.........................7
SECTION 2. ADVISORY DIRECTORS AND DIRECTORS EMERITUS.............7
SECTION 3. QUORUM; VOTING........................................8
SECTION 4. PLACE OF MEETINGS; ORDER OF BUSINESS..................8
SECTION 5. FIRST MEETING.........................................8
SECTION 6. REGULAR MEETINGS......................................8
SECTION 7. SPECIAL MEETINGS......................................8
SECTION 8. NOMINATION OF DIRECTORS...............................9
SECTION 9. REMOVAL..............................................10
SECTION 10. VACANCIES; INCREASES IN THE NUMBER OF DIRECTORS.....10
SECTION 11. COMPENSATION........................................10
SECTION 12. ACTION WITHOUT A MEETING; TELEPHONE CONFERENCE
MEETINGS............................................10
SECTION 13. APPROVAL OR RATIFICATION OF ACTS OR CONTRACTS
BY SHAREHOLDERS.....................................11
ARTICLE IV...........................................................11
COMMITTEES.........................................................11
SECTION 1. EXECUTIVE COMMITTEE..................................11
SECTION 2. AUDIT COMMITTEE......................................11
SECTION 3. OTHER COMMITTEES.....................................11
SECTION 4. PROCEDURE; MEETINGS; QUORUM..........................12
SECTION 5. SUBSTITUTION AND REMOVAL OF MEMBERS; VACANCIES.......12
SECTION 6. LIMITATION ON POWER AND AUTHORITY OF COMMITTEES......12
ARTICLE V............................................................13
OFFICERS...........................................................13
SECTION 1. NUMBER, TITLES AND TERM OF OFFICE....................13
SECTION 2. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD.......13
i
SECTION 3. POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER.....13
SECTION 4. POWERS AND DUTIES OF THE PRESIDENT...................13
SECTION 5. POWERS AND DUTIES OF THE VICE CHAIRMAN OF THE BOARD..14
SECTION 6. VICE PRESIDENTS......................................14
SECTION 7. GENERAL COUNSEL......................................14
SECTION 8 SECRETARY............................................14
SECTION 9. DEPUTY CORPORATE SECRETARY AND ASSISTANT
SECRETARIES..........................................15
SECTION 10. TREASURER...........................................15
SECTION 11. ASSISTANT TREASURERS................................15
SECTION 12. ACTION WITH RESPECT TO SECURITIES OF OTHER
CORPORATIONS........................................15
SECTION 13. DELEGATION..........................................15
ARTICLE VI...........................................................16
CAPITAL STOCK......................................................16
SECTION 1. CERTIFICATES OF STOCK................................16
SECTION 2. TRANSFER OF SHARES...................................16
SECTION 3. OWNERSHIP OF SHARES..................................16
SECTION 4. REGULATIONS REGARDING CERTIFICATES...................17
SECTION 5. LOST OR DESTROYED CERTIFICATES.......................17
ARTICLE VII..........................................................17
LIABILITY OF DIRECTORS AND INDEMNIFICATION.........................17
SECTION 1. PERSONAL LIABILITY OF DIRECTORS......................17
SECTION 2. INDEMNIFICATION......................................17
ARTICLE VIII.........................................................19
MISCELLANEOUS PROVISIONS...........................................19
SECTION 1. FISCAL YEAR..........................................19
SECTION 2. CORPORATE SEAL.......................................19
SECTION 3. NOTICE AND WAIVER OF NOTICE..........................19
SECTION 4. FACSIMILE SIGNATURES.................................20
SECTION 5. RELIANCE UPON BOOKS, REPORTS AND RECORDS.............20
SECTION 6. APPLICATION OF BYLAWS................................20
ARTICLE IX...........................................................20
AMENDMENTS.........................................................20
ii
AMENDED AND RESTATED BYLAWS
OF
PORTLAND GENERAL ELECTRIC COMPANY
Article I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the
Corporation required by the Oregon Business Corporation Act to be
maintained in the State of Oregon shall be CT
Corporation System, 520 S. W. Yamhill, Suite 800, Portland, Oregon 97204,
or such other office as may be designated from time to time by the
Board of Directors in the manner provided by law.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at
such other places both within and without the State of Oregon as
the Board of Directors may from time to time determine or the business of
the Corporation may require.
Article II
SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders
shall be held at the principal office of the Corporation, or at such
other place within or without the State of Oregon as shall
be specified or fixed in the notices or waivers of notice thereof.
SECTION 2. QUORUM; ADJOURNMENT OF MEETINGS. Unless otherwise
required by law or provided in the Articles of Incorporation, (i)
the holders of a majority of the voting power attributable to the
shares issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at
any meeting of shareholders for the transaction of business, (ii)
in all matters other than election of directors, the affirmative vote of
the holders of a majority of the voting power attributable to such
shares so present or represented and voting at any meeting
of shareholders at which a quorum is present shall constitute the
act of the shareholders, and (iii) where a separate vote by a
class or classes is required, a majority of the voting power attributable
to the outstanding shares of such class or classes, present in person or
represented by proxy shall constitute a quorum entitled to take action
with respect to that vote on that matter and the affirmative vote of the
majority of the voting power attributable to the shares of such class or
classes present in person or represented and voting by proxy at
the meeting shall be the act of such class.
Directors shall be elected by a plurality of the votes cast by
the shares present in person or represented by proxy at the meeting
and entitled to vote on the election of directors.
1
Notwithstanding the Articles of Incorporation or
the other provisions of these Bylaws, the chairman of the meeting
or the holders of a majority of the voting power attributable to the
issued and outstanding shares, present in person or represented by
proxy and entitled to vote thereat, at any meeting of
shareholders, whether or not a quorum is present, shall have the
power to adjourn such meeting from time to time, without any notice other
than announcement at the meeting of the time and place of the holding of
the adjourned meeting. If the adjournment is for more than thirty (30)
days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record entitled to vote at such meeting. 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 called.
SECTION 3. ANNUAL MEETINGS. An annual meeting of the
shareholders, for the election of directors to succeed those whose
terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at such place (within or
without the State of Oregon), on such date, and at such
time as the Board of Directors shall fix and set forth in the notice of
the meeting, which date shall be within thirteen (13) months subsequent
to the last annual meeting of shareholders.
SECTION 4. SPECIAL MEETINGS. Unless otherwise provided in the
Articles of Incorporation, special meetings of the
shareholders for any purpose or purposes may be called at any time
by the Chairman of the Board, by the President, by the Vice Chairman of
the Board, by a majority of the Board of Directors, or by a majority of
the Executive Committee (if any), or, to the extent required by law,
by the holders of not less than 10% of all shares entitled to vote on any
issue at the proposed special meeting, if such holders sign, date and
deliver to the Corporation's Secretary one or more written demands for
the meeting describing the purpose or purposes for which it is to be
held, then in each case, at such time and at such place as may be
stated in the notice of the meeting. Business transacted at a special
meeting shall be confined to the purpose(s) stated in the notice of such
meeting.
SECTION 5. 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 other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion
or exchange of shares or for the purpose of any other lawful
action, the Board of Directors of the Corporation may fix a date as the
record date for any such determination of shareholders, which
record date shall not precede the date on which the resolutions fixing
the record date are adopted and which record date, in the case of a
meeting of shareholders, shall not be more than seventy (70)
days nor less than ten (10) days before the date of such meeting of
shareholders, nor, in the case of any other action, more than
seventy (70) days prior to any such action.
If the Board of Directors does not fix a record date for any meeting
of the shareholders, the record date for determining
shareholders entitled to notice of or to vote at such meeting
shall be at the close of business on the day before notice is
mailed or otherwise transmitted to shareholders. If the Board of
Directors does not fix the record
2
date for determining
shareholders for any other purpose, the record date shall be at
the close of business on the day on which the Board of Directors adopts
the resolution relating thereto. A determination of shareholders
of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting and must do so if the meeting is adjourned
to a date more than 120 days after the date fixed for the original
meeting.
For the purpose of determining the shareholders entitled to
consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten (10) days
after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If the Board of Directors does not
fix the record date, the record date for determining shareholders
entitled to consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the
first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Corporation at its
registered office in the State of Oregon, at its principal
place of business, or to an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of
shareholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If the Board of Directors
does not fix the record date, and prior action by the Board of Directors
is necessary, the record date for determining shareholders
entitled to consent to corporate action in writing without a meeting
shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.
SECTION 6. NOTICE OF MEETINGS. Written notice of the place, date
and hour of all meetings, and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given by or at the
direction of the Chairman of the Board, the President, the Vice Chairman
of the Board, the Secretary or other person(s) calling the meeting to
each shareholder entitled to vote thereat not less than ten (10)
nor more than sixty (60) days before the date of the meeting. Such
notice is given when deposited in the United States mail, postage
prepaid, directed to the shareholder at such shareholder's
address as it appears on the records of the Corporation.
SECTION 7. SHAREHOLDER LIST. A complete list of
shareholders entitled to vote at any meeting of
shareholders, arranged in alphabetical order for each class of
shares and showing the address of each such shareholder and
the number of shares registered in the name of such shareholder,
shall be open to the examination of any shareholder, for any
purpose germane to the meeting, during ordinary business hours,
beginning two business days after notice of the meeting is given for
which the list was prepared and continuing through the meeting,
either at the Corporation's principal office, or at a place
within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting. The shareholder
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
shareholder or such shareholder's agent or attorney during the meeting
or any adjournment thereof.
3
SECTION 8. PROXIES. Each shareholder entitled to vote at a
meeting of shareholders may authorize another person or persons to
act for him by proxy. Proxies for use at any meeting of
shareholders shall be filed with the Secretary, or such other
officer as the Board of Directors may from time to time determine by
resolution, before or at the time of the meeting. All proxies shall be
received and taken charge of and all ballots shall be received and
canvassed by the secretary of the meeting, who shall decide all questions
touching upon the qualification of voters, the validity of the proxies,
and the acceptance or rejection of votes, unless an inspector or
inspectors shall have been duly appointed as provided in Section 9 of
Article II hereof, in which event such inspector or inspectors shall
decide all such questions.
No proxy shall be valid after eleven (11) months from its
date, unless the proxy provides for a longer period. Each proxy shall be
revocable unless expressly provided therein to be irrevocable and coupled
with an interest sufficient in law to support an irrevocable power.
Should a proxy designate two or more persons to act as proxies,
unless such instrument shall provide the contrary, a majority of such
persons present at any meeting at which their powers thereunder are to be
exercised shall have and may exercise all the powers of voting or giving
consents thereby conferred, or if only one be present, then such powers
may be exercised by that one; or, if an even number attend and a majority
do not agree on any particular issue, each person designated to act as
proxy and so attending shall be entitled to exercise such powers in
respect of such portion of the shares as is equal to the reciprocal of
the fraction equal to the number of persons designated to act as proxies
and in attendance divided by the total number of shares represented by
such proxies.
SECTION 9. VOTING; ELECTIONS; INSPECTORS. Unless otherwise
required by law or provided in the Articles of Incorporation,
each shareholder shall on each matter submitted to a vote at a
meeting of shareholders have one vote for each share of
stock entitled to vote which is registered in his name on the record date
for the meeting. For the purposes hereof, each election to fill a
directorship shall constitute a separate matter. Shares registered in
the name of another corporation, domestic or foreign, or other legal
entity may be voted by such officer, agent or proxy as the bylaws
(or comparable instrument) of such corporation or other legal entity may
prescribe, or in the absence of such provisions, as the Board of
Directors (or comparable body) of such corporation or other legal entity
may determine. Shares registered in the name of a deceased person may be
voted by the executor or administrator of such person's estate, either in
person or by proxy.
All voting, except as required by the Articles of Incorporation
or where otherwise required by law, may be by a voice vote;
provided, however, upon request of the chairman of the meeting or upon
demand therefor by shareholders holding a majority of the issued
and outstanding shares present in person or by proxy at any
meeting, a stock vote shall be taken. Every stock vote shall be
taken by written ballots, each of which shall state the name of the
shareholder or proxy voting and such other information as may be
required under the procedure established for the meeting. All elections
of directors shall be by written ballots, unless otherwise provided in
the Articles of Incorporation.
4
In advance of any meeting of shareholders, the Chairman of
the Board, the Vice Chairman of the Board, the President or the
Board of Directors shall appoint one or more inspectors, each of whom
shall subscribe an oath or affirmation to execute faithfully the duties
of inspector at such meeting with strict impartiality and according to
the best of such inspector's ability. Such inspector(s) shall receive
the written ballots, count the votes, make and sign a certificate of the
result thereof and take such further action as may be required of the
inspector(s) under the laws of the State of Oregon. The
Chairman of the Board, the Vice Chairman of the Board, the
President or the Board of Directors may appoint any person to serve as
inspector, except no candidate for the office of director shall be
appointed as an inspector.
Unless otherwise provided in the Articles of Incorporation,
cumulative voting for the election of directors shall be prohibited.
SECTION 10. CONDUCT OF MEETINGS. The meetings of the
shareholders shall be presided over by the Chairman of the Board,
or if the Chairman of the Board is not present, by the President, or if
the President is not present, by the Vice Chairman of the Board, or if
none of the Chairman of the Board, the President and the Vice Chairman of
the Board is present, by a chairman elected at the meeting. The
Secretary of the Corporation, if present, shall act as secretary of such
meetings, or if the Secretary is not present, the Deputy Corporate
Secretary or an Assistant Secretary shall so act; if none of the
Secretary, the Deputy Corporate Secretary and an Assistant Secretary is
present, then a secretary shall be appointed by the chairman of the
meeting. The chairman of any meeting of shareholders shall
determine the order of business and, subject to the requirements of the
laws of the State of Oregon, the procedure at the meeting,
including such regulation of the manner of voting and the conduct of
discussion as seem to the chairman in order.
SECTION 11. VOTING OF CERTAIN SHARES. No other
corporation of which the Corporation owns a majority of the shares
entitled to vote in the election of directors of such other corporation
shall vote, directly or indirectly, shares of the Corporation's stock
owned by such other corporation, and such shares shall not be counted for
quorum purposes. Nothing in this Section 11 shall be construed as
limiting the right of the Corporation to vote shares, including
but not limited to its own shares, held by it in a fiduciary
capacity.
SECTION 12. ACTION WITHOUT MEETING. Unless otherwise provided in
the Articles of Incorporation, any action permitted or required
by law, the Articles of Incorporation or these Bylaws to be taken
at a meeting of shareholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote thereon and
shall be delivered to the Corporation by delivery to its registered
office in the state of incorporation, its principal place of business, or
an officer or agent of the Corporation having custody of the book in
which proceedings of meetings of shareholders are recorded.
Delivery made to the Corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested.
5
Every written consent shall bear the date of signature of each
shareholder who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless,
written consents signed by all shareholders are delivered to the
Corporation in the manner required by this Section 12 within sixty
(60) days of the earliest dated consent. Any action taken by
written consent is effective when the last shareholder signs, unless the
consent specifies an earlier or later date.
SECTION 13. BUSINESS TO BE BROUGHT BEFORE THE ANNUAL MEETING. To be
properly brought before the annual meeting of shareholders,
business must be either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a shareholder of the Corporation who is a
shareholder of record at the time of giving of notice provided for
in this Section 13, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section
13. In addition to any other applicable requirements, for
business to be brought before an annual meeting by a shareholder
of the Corporation, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less
than 120 days prior to the anniversary date of the proxy statement for
the preceding annual meeting of shareholders of the Corporation.
A shareholder's notice to the Secretary shall set forth as to each
matter (i) 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, (ii) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business,
(iii) the acquisition date, the class and the number of shares of voting
stock of the Corporation which are owned beneficially by the
shareholder, (iv) any material interest of the shareholder
in such business, and (v) a representation that the shareholder
intends to appear in person or by proxy at the meeting to bring the
proposed business before the meeting.
Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at the annual meeting except in accordance
with the procedures set forth in this Section 13.
The chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Section 13, and if the chairman should so determine, the chairman
shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 13,
a shareholder shall also comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this
Section 13.
6
Article III
BOARD OF DIRECTORS
SECTION 1. POWER; NUMBER; TERM OF OFFICE. The business and affairs
of the Corporation shall be managed by or under the direction of the
Board of Directors, and subject to the restrictions imposed by law or the
Articles of Incorporation, the Board of Directors may exercise
all the powers of the Corporation.
The number of directors that shall constitute the whole Board of
Directors shall be determined from time to time by the Board of Directors
(provided that no decrease in the number of directors which would have
the effect of shortening the term of an incumbent director may be made by
the Board of Directors). If the Board of Directors makes no such
determination, the number of directors shall be three.
Each director shall hold office until such director's successor shall
have been elected and qualified or until such director's earlier death,
resignation or removal.
Unless otherwise provided in the Articles of Incorporation,
directors need not be shareholders nor residents of the State
of Oregon.
SECTION 2. ADVISORY DIRECTORS AND DIRECTORS EMERITUS. The
Board of Directors by a vote of a majority of the directors present and
entitled to vote, at any regular or special meeting at which a quorum is
present, may designate such number of persons as it may from time to time
determine as an "Advisory Director" or may designate a former member of
the Board as a "Director Emeritus," if such former member is willing to
serve. Each Advisory Director and each Director Emeritus shall serve,
subject to the pleasure of the Board of Directors, until the earlier of
his resignation, the term set forth by the Board of Directors for such
service or until the next succeeding annual meeting of the Board of
Directors, following the annual meeting of the shareholders, at which
such regular directors are elected. Each Advisory Director and each
Director Emeritus shall be notified of all regular or special meetings of
the Board of Directors, shall be entitled to attend and participate
therein, but shall not be entitled to vote. Each Advisory Director and
each Director Emeritus shall be entitled to fees for serving as an
Advisory Director or Director Emeritus, as the case may be, as determined
by majority vote of the directors present and entitled to vote, at any
regular or special meeting at which a quorum is present. Each Advisory
Director and each Director Emeritus shall also be reimbursed for any
necessary expenses of attending directors' meetings.
An Advisory Director or Director Emeritus may serve in an
advisory capacity on any committees adopted by resolution of a majority
of the whole Board of Directors, but such Advisory Director or Director
Emeritus shall have no power to vote or to exercise the powers of the
Board of Directors or any regular director on such committees or in the
business or affairs of the Corporation and shall not be included in
determining the requisite number of "directors" that are required to
constitute and to serve on any such committees as provided in Article IV
of these Bylaws.
Any person serving as an Advisory Director or Director Emeritus
shall be treated as a "director" for purposes of the provisions set forth
in Article VII.
7
SECTION 3. QUORUM; VOTING. Unless otherwise provided in the
Articles of Incorporation, a majority of the total number of
directors shall constitute a quorum for the transaction of business of
the Board of Directors and the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.
SECTION 4. PLACE OF MEETINGS; ORDER OF BUSINESS. The
directors may hold their meetings and may have an office and keep the
books of the Corporation, except as otherwise provided by law, in such
place or places, within or without the State of Oregon, as the
Board of Directors may from time to time determine. At all meetings of
the Board of Directors business shall be transacted in such order as
shall from time to time be determined by the Chairman of the Board, or in
the Chairman of the Board's absence by the President (should the
President be a director), or in the President's absence by the Vice
Chairman of the Board, or by the Board of Directors.
SECTION 5. FIRST MEETING. Each newly elected Board of
Directors may hold its first meeting for the purpose of organization and
the transaction of business, if a quorum is present, immediately after
and at the same place as the annual meeting of the shareholders.
Notice of such meeting shall not be required. At the first meeting of the
Board of Directors in each year at which a quorum shall be present, held
next after the annual meeting of shareholders, the Board of
Directors shall elect the officers of the Corporation.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board
of Directors shall be held at such times and places as shall be
designated from time to time by the Chairman of the Board or, in the
absence of the Chairman of the Board, by the President (should the
President be a director), or in the President's absence, by the Vice
Chairman of the Board, or by the Board of Directors. Notice of such
regular meetings shall not be required.
SECTION 7. SPECIAL MEETINGS. Special meetings of the Board
of Directors may be called by the Chairman of the Board, the President
(should the President be a director), the Vice Chairman of
the Board or, on the written request of any two directors, by the
Secretary, in each case on at least twenty-four (24) hours personal,
written, telegraphic, cable or wireless notice to each director. Such
notice, or any waiver thereof pursuant to Section 3 of Article
VIII, need not state the purpose or purposes of such meeting, except
as may otherwise be required by law or provided for in the Articles of
Incorporation or these Bylaws. Meetings may be held at any time
without notice if all the directors are present or if those not present
waive notice of the meeting in writing.
SECTION 8. NOMINATION OF DIRECTORS. Only persons who are
nominated in accordance with the following procedures shall be eligible
for election as directors, except as otherwise provided in Section
10 of this Article III. Nominations of persons for election to
the Board of Directors of the Corporation may be made at a meeting of
shareholders(a) by or at the direction of the Board of Directors
or (b) by any shareholder of the Corporation who is a
shareholder of record at the time of giving of notice provided for
in this Section 8, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures
set forth in this Section 8. Such
8
nominations, other than those
made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation.
To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation
(i) with respect to an election to be held at the annual meeting of the
shareholders of the Corporation, 120 days prior to the anniversary
date of the proxy statement for the immediately preceding annual meeting
of shareholders of the Corporation, and (ii) with respect to an
election to be held at a special meeting of shareholders of the
Corporation for the election of directors, not later than the close of
business on the 10th day following the day on which such notice of the
date of the meeting was mailed or public disclosure of the date of the
meeting was made, whichever first occurs. Such shareholder's
notice to the Secretary shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a
director, all information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors, or is
otherwise required, pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including the written consent of such
person to be named in the proxy statement as a nominee and to serve as a
director if elected); and (b) as to the shareholder giving the
notice (i) the name and address, as they appear on the Corporation's
books, of such shareholder, and (ii) the class and number of
shares of capital stock of the Corporation which are beneficially owned
by the shareholder. At the request of any officer of the
Corporation, any person nominated by the Board of Directors for election
as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a shareholder's notice of
nomination which pertains to the nominee.
In the event that a person is validly designated as nominee to the
Board and shall thereafter become unable or unwilling to stand for
election to the Board of Directors, the Board of Directors or the
shareholder who proposed such nominee, as the case may be, may
designate a substitute nominee.
Except as otherwise provided in Section 10 of this Article
III, no person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth
in this Section 8. The chairman of the meeting of
shareholders shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the
procedures prescribed by the Bylaws, and if the chairman should so
determine, the chairman shall so declare to the meeting and the defective
nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 8, a
shareholder shall also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this
Section 8.
SECTION 9. REMOVAL. Any director or the entire Board of
Directors may be removed, with or without cause by the holders of a
majority of the shares then entitled to vote at an election of directors;
provided that, with respect to the removal without cause of a director or
directors elected by the holders of any class or series entitled to elect
one or more directors, only the holders of outstanding shares of that
class or series shall be entitled to vote on such removal.
9
SECTION 10. VACANCIES; INCREASES IN THE NUMBER OF DIRECTORS.
Unless otherwise provided in the Articles of Incorporation,
vacancies existing on the Board of Directors for any reason and newly
created directorships resulting from any increase in the authorized
number of directors to be elected by all of the shareholders
having the right to vote as a single class may be filled by the
affirmative vote of a majority of the directors then in office, although
less than a quorum, or by a sole remaining director; and any director so
chosen shall hold office until the next annual election and until such
director's successor shall have been elected and qualified, or
until such director's earlier death, resignation or removal.
SECTION 11. COMPENSATION. Directors and members of standing
committees may receive such compensation as the Board of Directors from
time to time shall determine to be appropriate, and shall be reimbursed
for all reasonable expenses incurred in attending and returning from
meetings of the Board of Directors.
SECTION 12. ACTION WITHOUT A MEETING; TELEPHONE CONFERENCE
MEETINGS. Unless otherwise restricted by the Articles of
Incorporation, any action required or permitted to be taken at any
meeting of the Board of Directors, or any committee designated by the
Board of Directors, may be taken without a meeting if all members of the
Board of Directors or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee. Such consent shall
have the same force and effect as a unanimous vote at a meeting and may
be stated as such in any document or instrument filed with the Secretary
of State of the State of Oregon.
Unless otherwise restricted by the Articles of Incorporation
, subject to the requirement for notice of meetings, members of the
Board of Directors or members of any committee designated by the Board of
Directors may participate in a meeting of such Board of Directors or
committee, as the case may be, by means of a conference telephone
connection or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and
participation in such a meeting shall constitute presence in person at
such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
SECTION 13. APPROVAL OR RATIFICATION OF ACTS OR CONTRACTS BY
SHAREHOLDERS. The Board of Directors in its discretion may
submit any act or contract for approval or ratification at any annual
meeting of the shareholders, or at any special meeting of the
shareholders called for the purpose of considering any such act or
contract, and any act or contract that shall be approved or be ratified
by the affirmative vote of the holders of a majority of the
voting power attributable to such shares so present or
represented and voting at such meeting of shareholders
(provided that a quorum is present) shall be as valid and as binding
upon the Corporation and upon all the shareholders as if it has
been approved or ratified by every shareholder of the Corporation.
10
Article IV
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors,
designate an Executive Committee consisting of two or more of the
directors of the Corporation, one of whom shall be designated chairman of
the Executive Committee. During the intervals between the meetings of
the Board of Directors, the Executive Committee shall possess and may
exercise all the powers of the Board of Directors, except as provided in
Section 6 of this Article IV. The Executive Committee shall also have,
and may exercise, all the powers of the Board of Directors, except as
aforesaid, whenever a quorum of the Board of Directors shall fail to be
present at any meeting of the Board.
SECTION 2. AUDIT COMMITTEE. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors,
designate an Audit Committee consisting of two or more of the
directors of the Corporation, one of whom shall be designated chairman of
the Audit Committee. The Audit Committee shall have and may exercise
such powers and authority as provided in the resolution creating it and
as determined from time to time by the Board of Directors, except as
provided in Section 6 of this Article IV.
SECTION 3. OTHER COMMITTEES. The Board of Directors may, by
resolution passed from time to time by a majority of the whole Board of
Directors, designate such other committees as it shall see fit consisting
of two or more of the directors of the Corporation, one of whom
shall be designated chairman of each such committee. Any such committee
shall have and may exercise such powers and authority as provided in the
resolution creating it and as determined from time to time by the Board
of Directors, except as provided in Section 6 of this Article IV.
SECTION 4. PROCEDURE; MEETINGS; QUORUM. Any committee designated
pursuant to this Article IV shall keep regular minutes of its actions and
proceedings in a book provided for that purpose and report the same to
the Board of Directors at its meeting next succeeding such action, shall
fix its own rules or procedures, and shall meet at such times and at such
place or places as may be provided by such rules, or by such committee or
the Board of Directors. Should a committee fail to fix its own rules,
the provisions of these Bylaws, pertaining to the calling of meetings and
conduct of business by the Board of Directors, shall apply as nearly as
practicable. At every meeting of any such committee, the presence of a
majority of all the members thereof shall constitute a quorum, except as
provided in Section 5 of this Article IV, and the affirmative vote of a
majority of the members present shall be necessary for the adoption by it
of any resolution.
SECTION 5. SUBSTITUTION AND REMOVAL OF MEMBERS; VACANCIES. The
Board of Directors may designate one or more directors as alternate
members of any committee who may replace any absent or disqualified
member at any meeting of such committee. The Board of Directors
shall have the power at any time to remove any member(s) of a
11
committee
and to appoint other directors in lieu of the person(s) so removed and
shall also have the power to fill vacancies in a committee.
SECTION 6. LIMITATION ON POWER AND AUTHORITY OF COMMITTEES. No
committee of the Board of Directors shall have the power or authority of
the Board of Directors to:
(a) authorize distributions, except as may be permitted by
paragraph (g) hereof;
(b) approve or propose to shareholders actions that are
required under the Oregon Business Corporation Act to be approved by
shareholders;
(c) fill vacancies on the Board of Directors or on any of its
committees;
(d) amend the Articles of Incorporation pursuant to Oregon
Revised Statutes Section 60.434, except as may be necessary to document a
determination of the relative rights, preferences and limitations of a
class or series of shares by a committee or an officer of the Corporation
as permitted by paragraph (h) hereof;
(e) adopt, amend or repeal these Bylaws;
(f) approve a plan of merger not requiring shareholder
approval;
(g) authorize or approve reacquisition of shares, except
within limits prescribed by the Board of Directors; or
(h) authorize or approve the issuance or sale or contract for
sale of shares or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that
the Board of Directors may authorize a committee or an officer of the
Corporation to do so (i) pursuant to a stock option or other stock
compensation plan, or (ii) by approving the maximum number of shares to
be issued and delegating the authority to determine all or any part of
the terms of the issuance or sale or contract of sale and the designation
and relative rights, preferences and limitations of the class or series
of shares.
Article V
OFFICERS
SECTION 1. NUMBER, TITLES AND TERM OF OFFICE. The officers of the
Corporation shall be a Chairman of the Board, a President, one or more
Vice Presidents (any one or more of whom may be designated Executive Vice
President or Senior Vice President), a Treasurer, a Secretary, a General
Counsel and such other officers as the Board of Directors may from time
to time elect or appoint (including, but not limited to, a Vice Chairman
of the Board, a Deputy Corporate Secretary, one or more Assistant
Secretaries and one or more Assistant Treasurers). Each officer shall
hold office until such officer's successor shall be duly elected and
shall qualify or until such officer's death or until such
12
officer shall
resign or shall have been removed. Any number of offices may be held by
the same person, unless the Articles of Incorporation provide
otherwise. Except for the Chairman of the Board and the Vice Chairman of
the Board, no officer need be a director.
SECTION 2. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The
Chairman of the Board shall preside at all meetings of the
shareholders and of the Board of Directors; and he shall have such
other powers and duties as designated in these bylaws and as from time to
time may be assigned to him by the Board of Directors.
SECTION 3. POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER. The
Chairman of the Board shall be the chief executive officer of the
Corporation unless the Board of Directors designates the President as
chief executive officer. Subject to the control of the Board of
Directors and the executive committee (if any), the chief executive
officer shall have general executive charge, management and control of
the properties, business and operations of the Corporation with all such
powers as may be reasonably incident to such responsibilities; may agree
upon and execute all leases, contracts, evidences of indebtedness and
other obligations in the name of the Corporation and may sign all
certificates for shares of capital stock of the Corporation; and shall
have such other powers and duties as designated in accordance with these
Bylaws and as from time to time may be assigned to the chief executive
officer by the Board of Directors.
SECTION 4. POWERS AND DUTIES OF THE PRESIDENT. Unless the Board of
Directors otherwise determines, the President shall have the authority to
agree upon and execute all leases, contracts, evidences of indebtedness
and other obligations in the name of the Corporation; and, unless the
Board of Directors otherwise determines, the President shall, in the
absence of the Chairman of the Board or if there be no Chairman of the
Board, preside at all meetings of the shareholders and (should the
President be a director) of the Board of Directors; and the President
shall have such other powers and duties as designated in accordance with
these Bylaws and as from time to time may be assigned to the President by
the Board of Directors or the Chairman of the Board.
SECTION 5. POWERS AND DUTIES OF THE VICE CHAIRMAN OF THE BOARD.
The Board of Directors may assign areas of responsibility to the Vice
Chairman of the Board, and, in such event, and subject to the overall
direction of the Chairman of the Board and the Board of Directors, the
Vice Chairman of the Board shall be responsible for supervising the
management of the affairs of the Corporation and its subsidiaries within
the area or areas assigned and shall monitor and review on behalf of the
Board of Directors all functions within the corresponding area or areas
of the Corporation and each such subsidiary of the Corporation. In the
absence of the President, or in the event of the President's inability or
refusal to act, the Vice Chairman of the Board shall perform the duties
of the President, and when so acting shall have all the powers of and be
subject to all the restrictions upon the President. Further, the Vice
Chairman of the Board shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time may
be assigned to the Vice Chairman of the Board by the Board of Directors
or the Chairman of the Board.
SECTION 6. VICE PRESIDENTS. Subject to any restrictions that may
be imposed by the Board of Directors, each Vice President shall at all
times possess power to sign all
13
certificates, contracts and other
instruments of the Corporation, except as otherwise limited in writing by
the Chairman of the Board, the President or the Vice Chairman of the
Board of the Corporation. Each Vice President shall have such other
powers and duties as from time to time may be assigned to such Vice
President by the Board of Directors, the Chairman of the Board, the
President or the Vice Chairman of the Board.
SECTION 7. GENERAL COUNSEL. The General Counsel shall act as chief
legal advisor to the Corporation. The General Counsel may have one or
more staff attorneys and assistants, and may retain other attorneys to
conduct the legal affairs and litigation of the Corporation under the
General Counsel's supervision.
SECTION 8 SECRETARY. The Secretary shall keep the minutes of all
meetings of the Board of Directors, committees of the Board of Directors
and the shareholders, in books provided for that purpose; shall
attend to the giving and serving of all notices; may in the name of the
Corporation affix the seal of the Corporation to any contract of the
Corporation and attest the affixation of the seal of the Corporation
thereto; may sign with the other appointed officers all certificates for
shares of capital stock of the Corporation; shall have charge of the
certificate books, transfer books and stock ledgers, and such other books
and papers as the Board of Directors may direct, all of which shall at
all reasonable times be open to inspection of any director upon
application at the office of the Corporation during business hours; shall
have such other powers and duties as designated in these Bylaws and as
from time to time may be assigned to the Secretary by the Board of
Directors, the Chairman of the Board, the President or the Vice Chairman
of the Board; and shall in general perform all acts incident to the
office of Secretary, subject to the control of the Board of Directors,
the Chairman of the Board, the President or the Vice Chairman of the
Board.
SECTION 9. DEPUTY CORPORATE SECRETARY AND ASSISTANT SECRETARIES.
The Deputy Corporate Secretary and each Assistant Secretary shall have
the usual powers and duties pertaining to such offices, together with
such other powers and duties as designated in these Bylaws and as from
time to time may be assigned to the Deputy Corporate Secretary or an
Assistant Secretary by the Board of Directors, the Chairman of the Board,
the President, the Vice Chairman of the Board or the Secretary. The
Deputy Corporate Secretary shall exercise the powers of the Secretary
during that officer's absence or inability or refusal to act.
SECTION 10. TREASURER. Subject to any restrictions that may be
imposed by the Board of Directors, the Treasurer shall have
responsibility for the custody and control of all the funds and
securities of the Corporation, and shall have such other powers and
duties as designated in these Bylaws and as from time to time may be
assigned to the Treasurer by the Board of Directors, the Chairman of the
Board, the President or the Vice Chairman of the Board. The Treasurer
shall perform all acts incident to the position of Treasurer, subject to
the control of the Board of Directors, the Chairman of the Board, the
President and the Vice Chairman of the Board; and the Treasurer shall, if
required by the Board of Directors, give such bond for the faithful
discharge of the Treasurer's duties in such form as the Board of
Directors may require.
14
SECTION 11. ASSISTANT TREASURERS. Each Assistant Treasurer shall
have the usual powers and duties pertaining to such office, together with
such other powers and duties as designated in these Bylaws and as from
time to time may be assigned to each Assistant Treasurer by the Board of
Directors, the Chairman of the Board, the President, the Vice Chairman of
the Board or the Treasurer. Any Assistant Treasurer may exercise the
powers of the Treasurer during that officer's absence or inability or
refusal to act.
SECTION 12. ACTION WITH RESPECT TO SECURITIES OF OTHER
CORPORATIONS. Unless otherwise directed by the Board of Directors, the
Chairman of the Board, the President or the Vice Chairman of the Board,
together with the Secretary, the Deputy Corporate Secretary or any
Assistant Secretary shall have power to vote and otherwise act on behalf
of the Corporation, in person or by proxy, at any meeting of security
holders of or with respect to any action of security holders of any other
corporation in which this Corporation may hold securities and otherwise
to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other
corporation.
SECTION 13. DELEGATION. For any reason that the Board of Directors
may deem sufficient, the Board of Directors may, except where otherwise
provided by statute, delegate the powers or duties of any officer to any
other person, and may authorize any officer to delegate specified duties
of such officer to any other person. Any such delegation or
authorization by the Board shall be effected from time to time by
resolution of the Board of Directors.
Article VI
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. The certificates for shares of
the capital stock of the Corporation shall be in such form, not
inconsistent with that required by law and the Articles of
Incorporation, as shall be approved by the Board of Directors. Every
holder of shares represented by certificates shall be entitled to
have a certificate signed by or in the name of the Corporation by the
Chairman of the Board, President, Vice Chairman of the Board or a Vice
President and the Secretary, Deputy Corporate Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer of the Corporation
representing the number of shares (and, if the shares of the
Corporation shall be divided into classes or series, certifying the class
and series of such shares) owned by such shareholder which are
registered in certified form; provided, however, that any of or all the
signatures on the certificate may be facsimile. The stock record books
and the blank stock certificate books shall be kept by the Secretary, or
at the office of such transfer agent or transfer agents as the Board of
Directors may from time to time determine. In case any officer, transfer
agent or registrar who shall have signed or whose facsimile signature or
signatures shall have been placed upon any such certificate or
certificates shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued by the Corporation, such
certificate may nevertheless be issued by the Corporation with the same
effect as if such person were such officer, transfer agent or registrar
at the date of issue. The stock certificates shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued and shall exhibit the holder's name and number of shares.
15
SECTION 2. TRANSFER OF SHARES. The shares of stock of the
Corporation shall be transferable only on the books of the Corporation by
the holders thereof in person or by their duly authorized attorneys or
legal representatives upon surrender and cancellation of certificates for
a like number of shares. Upon surrender to the Corporation or a transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.
SECTION 3. OWNERSHIP OF SHARES. The Corporation shall be entitled
to treat the holder of record of any share or shares of capital stock of
the Corporation as the holder in fact thereof and, accordingly, 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 the
laws of the State of Oregon.
SECTION 4. REGULATIONS REGARDING CERTIFICATES. The Board of
Directors shall have the power and authority to make all such rules and
regulations as they may deem expedient concerning the issue, transfer and
registration or the replacement of certificates for shares of capital
stock of the Corporation.
SECTION 5. LOST OR DESTROYED CERTIFICATES. The Board of Directors
may determine the conditions upon which the Corporation may issue a new
certificate for shares in place of a certificate theretofore
issued by it which is alleged to have been lost, stolen or destroyed and
may require the owner of such certificate or such owner's legal
representative to give bond, with surety sufficient to indemnify the
Corporation and each transfer agent and registrar against any and all
losses or claims which may arise by reason of the alleged loss, theft or
destruction of any such certificate or the issuance of such new
certificate in the place of the one so lost, stolen or destroyed.
Article VII
LIABILITY OF DIRECTORS AND INDEMNIFICATION
SECTION 1. PERSONAL LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for conduct as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) for any unlawful distribution under Oregon Revised Statutes
Section 60.367, or (iv) for any transaction from which the director
derived an improper personal benefit. Any repeal or amendment of this
provision shall be prospective only and shall not adversely affect any
limitation on the liability of a director of the Corporation existing at
the time of such repeal or amendment. In addition to the circumstances
in which a director of the Corporation is not liable as set forth in the
foregoing provisions, a director shall not be liable to the fullest
extent permitted by any provisions of the statutes of Oregon hereafter
enacted that further limits the liability of a director.
16
SECTION 2. INDEMNIFICATION. Each person who was or is made a party
to, or is threatened to be made a party to, or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "Proceeding"), by reason of the fact that he
or she, or a person of which he or she is the legal representative, is or
was a director or officer, of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, trustee,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, partner, trustee,
employee or agent or in any other capacity while serving as a director,
officer, partner, trustee, employee or agent, shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the
Oregon Business Corporation Act, as the same exists or may hereafter be
amended (but, in the case of any such amendments, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid
or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith, and such indemnification shall continue
as to a person who has ceased to serve in a capacity to which the above
indemnification applies and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except as
provided in this Section 2, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section 2 shall be a
contract right and shall include the right to be paid by the Corporation
for expenses incurred in defending any such proceeding in advance of its
final disposition; provided, however, that, if the Oregon Business
Corporation Act requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition
of the proceeding, such payment of expenses shall be made only upon
delivery to the Corporation of a written affirmation of the director or
officer's good faith belief that such director has met the standard of
conduct described in Oregon Revised Statutes Section 60.391 and of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately to be determined that such
director or officer is not entitled to be indemnified under this Section
2 or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the
Corporation not covered by the foregoing with the same scope and effect
as the foregoing indemnification of directors and officer.
If a claim under this Section 2 is not paid in full by the
Corporation within thirty (30) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall
be a defense to any such action (other than an action brought to enforce
a claim for expenses incurred in defending any proceeding in
17
advance of
its final disposition where the required undertaking, if any is required,
has been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the Oregon Business
Corporation Act for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in the Oregon
Business Corporation Act, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
the claimant has not met the applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in
this Section 2 shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the
Articles of Incorporation, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise.
The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against
such expense, liability or loss under the Oregon Business Corporation
Act.
The provisions of this Section 2 shall be effective as of July 1,
1997, to the extent that this Section 2 (i) provides broader
indemnification rights than those contained in the bylaws in effect prior
to May 1, 1998, the date of adoption of these bylaws, or (ii) provides
indemnification rights to persons not covered by the bylaws in effect
prior to May 1, 1998.
Article VIII
MISCELLANEOUS PROVISIONS
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall
end on the last day of December of each year.
SECTION 2. CORPORATE SEAL. The corporate seal shall be circular in
form and shall have inscribed thereon the name of the Corporation and the
state of its incorporation, which seal shall be in the charge of the
Secretary and shall be affixed to certificates of stock, debentures,
bonds, and other documents, in accordance with the direction of the Board
of Directors, and as may be required by law; however, the Secretary may,
if the Secretary deems it expedient, have a facsimile of the corporate
seal inscribed on any such certificates of stock, debentures, bonds,
contracts or other documents. Duplicates of the seal may be kept for use
by the Deputy Corporate Secretary or any Assistant Secretary.
18
SECTION 3. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required to be given by law, the Articles of Incorporation or
these Bylaws, said notice shall be deemed to be sufficient if given
(i) by telegraphic, cable or wireless transmission (including by telecopy
or facsimile transmission) or (ii) by deposit of the same in a post
office box or by delivery to an overnight courier service company in a
sealed prepaid wrapper addressed to the person entitled thereto at such
person's post office address, as it appears on the records of the
Corporation, and such notice shall be deemed to have been given on the
day of such transmission or mailing or delivery to courier, as the case
may be.
Whenever notice is required to be given by law, the Articles of
Incorporation or these Bylaws, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a
person, including without limitation a director, at a meeting shall
constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the
shareholders, directors or members of a committee of directors
need be specified in any written waiver of notice unless so required by
the Articles of Incorporation or these Bylaws.
SECTION 4. FACSIMILE SIGNATURES. In addition to the provisions for
the use of facsimile signatures elsewhere specifically authorized in
these Bylaws, facsimile signatures of any officer or officers of the
Corporation may be used whenever and as authorized by the Board of
Directors.
SECTION 5. RELIANCE UPON BOOKS, REPORTS AND RECORDS. A member of
the Board of Directors, or a member of any committee designated by the
Board of Directors, shall, in the performance of such person's duties, be
fully protected in relying in good faith upon the records of the
Corporation and upon such information, opinion, reports or statements
presented to the Corporation by any of the Corporation's officers or
employees, or committees of the Board of Directors, or by any other
person as to matters the member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.
SECTION 6. APPLICATION OF BYLAWS. In the event that any provisions
of these Bylaws is or may be in conflict with any law of the United
States, of the State of Oregon or of any other governmental
body or power having jurisdiction over this Corporation, or over the
subject matter to which such provision of these Bylaws applies, or may
apply, such provision of these Bylaws shall be inoperative to the extent
only that the operation thereof unavoidably conflicts with such law and
shall in all other respects be in full force and effect.
19
Article IX
AMENDMENTS
The Board of Directors may amend or repeal the
Corporation's Bylaws unless: (a) the Articles of Incorporation reserve
the power exclusively to the shareholders in whole or in part, or (b) the
shareholders in amending or repealing a particular Bylaw provide
expressly that the Board of Directors may not amend or repeal that Bylaw.
The Corporation's shareholders may amend or repeal the Corporation's
Bylaws even though the Bylaws may also be amended or repealed by the
Board of Directors.
20