EXHIBIT 3.2
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BYLAWS
OF
ADVANCED TECHNOLOGY LABORATORIES, INC.
ARTICLE 1. NAME
Offices
SECTION 1. Registered office
The street address of the registered office of the Corporation is
520 Pike Street, 26th Floor, Seattle, Washington, 98101. The name of the
registered agent at such address is The Corporation Trust Company. If the
registered agent changes the steet address of the registered office, the
registered agent may change its street address by notifying in writing the
Corporation and delivering to the Secretary of State for filing a statement of
such change, as required by law.
SECTION 2. Other Offices
The Corporation may also have offices at other places either within
or without the State of Washington.
ARTICLE II
Meetings of Shareholders
SECTION 1. Annual Meetings
The annual meeting of the shareholders for the election of directors
and for the transaction of such other business as may properly come before
the meeting shall be held at such place, date and hour as shall be designated
in the notice thereof given by or at the direction of the Board of Directors.
SECTION 2. Special Meetings
Except as otherwise required by law and subject to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, special meetings of the
shareholders for any purpose or purposes may be called only by, and shall be
held at such place, date and hour as shall be designated by (i) holders of
two-thirds or more of the voting power of the then-outstanding shares of
stock of all classes and series of the Corporation entitled to vote generally
in the
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election of Directors ("Voting Stock"), (ii) the Chairman of the Board, (iii)
the President or (iv) a majority of the total number of Directors.
SECTION 3. Notice of Meetings
Except as otherwise expressly required by law or these Bylaws,
notice of each meeting of the shareholders shall be given not less than 10
or more than 60 days before the date of the meeting to each shareholder
entitled to vote at such meeting by mailing such notice, postage prepaid,
directed to the shareholder at his address as it appears on the records of
the Corporation. Every such notice shall state the place, date and hour of
the meeting and, in the case of a Special meeting, the purpose or purposes
for which the meeting is called. Except as otherwise expressly required by
law, notice of any adjourned meeting of the shareholders need not be given.
Notice of any meeting of shareholder shall not be required to be given to any
shareholder who shall attend such meeting in person or by proxy, except when
the shareholder 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. A written waiver of notice,
signed by the person entitled thereto, whether before or after the time
stated therein, shall be deemed equivalent to the notice required by
this Section 3.
SECTION 4. List of Shareholders
It shall be the duty of the Secretary or other officer of the
Corporation who shall have charge of its stock ledger to prepare and make,
at least 10 days before every meeting of the shareholders, a complete list of
the shareholders entitled to vote thereat, arranged in alphabetical order and
by voting group, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list shall be
open to the examination of any shareholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days
prior to the meeting at the principal office of the Corporation. Such 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 who is
present.
SECTION 5. Quorum
At each meeting of the shareholder, except as otherwise expressly
required by law or by the Articles of Incorporation, shareholders holding one-
third of the shares of stock of the Corporation issued and outstanding, and
entitled to be voted thereat, shall be present in person or by proxy to
constitute a quorum for the transaction of business. In the absence of a
quorum at any such meeting or any adjournment or adjournments thereof, a
majority in voting interest of those present in person or by proxy and
entitled
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to vote thereat, or in the absence therefrom of all the shareholders, any
officer entitled to preside at, or to act as Secretary of, such meeting may
adjourn such meeting from time to time until shareholders holding the amount
of stock requisite for a quorum shall be present in person or by proxy. At
any such adjourned meeting at which a quorum may be present any business may
be transacted which might have been transacted at the meeting as originally
called.
SECTION 6. Organization
At each meeting of the shareholders, one of the following shall act as
chairman of the meeting and preside thereat, in the following order of
precedence:
(a) the Chairman of the Board;
(b) the President;
(c) any other officer of the Corporation designated by the Board or
the Executive Committee to act as chairman of such meeting and to preside
thereat if the Chairman of the Board and the President shall be absent from
such meeting; or
(d) a shareholder of record of the Corporation who shall be chosen
chairman of such meeting by a majority in voting interest of the shareholder
present in person or by proxy and entitled to vote thereat. The Secretary,
or, if he shall be presiding over the meeting in accordance with the
provisions of this Section, or, if he shall be absent from such meeting, the
person (who shall be an Assistant Secretary, if an Assistant Secretary shall
be present thereat) whom the chairman of such meeting shall appoint, shall
act as secretary of such meeting and keep the minutes thereof.
SECTION 7. Order of Business
(a) Annual Meetings. At an annual meeting of the shareholders, only
such business shall be conducted as shall have been properly brought before
the meeting. To be properly brought before an annual meeting, business must
be (i) specified in the notice of the meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (ii) otherwise
brought before the meeting by or at the direction of the Board of Directors
or (iii) brought before the meeting by a shareholder in accordance with the
procedure set forth below. Subject to the rights of the holders of any class
or series of stock having a preference over the Common Stock as to dividends
or upon liquidation, for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given written notice
thereof, either by personal delivery or by certified or registered United
States mail, postage
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prepaid, to the Secretary of the Corporation, not later than 90 days in
advance of the Originally Scheduled Date (as such term is defined below) of
such meeting; provided, however, that if such annual meeting of shareholders
is held on a date earlier than the first Tuesday in May, such written notice
must be given within 10 days after the first public disclosure (which may be
by a public filing by the Corporation with the Securities and Exchange
Commission) of the Originally Scheduled Date of the annual meeting. Any such
notice shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (A) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business at
the meeting and, in the event that such business includes a proposal to amend
either the Articles of Incorporation or Bylaws of the Corporation, the
language of the proposed amendment, (B) the name and address of the
shareholder proposing such business, (C) a representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
propose such business and (D) any direct or indirect material interest of the
shareholder in such business. No business shall be conducted at an annual
meeting except in accordance with this paragraph, and the chairman of any
annual meeting of shareholders may refuse to permit any business to be brought
before such annual meeting without compliance with the foregoing procedure.
For purposes of these Bylaws, the "Originally Scheduled Date" of any meeting
of shareholders shall be the date such meeting is scheduled to occur in the
notice of such meeting first given to shareholders regardless of whether such
meeting is continued or adjourned and regardless of whether any subsequent
notice is given for such meeting or the record date of such meeting is changed.
(b) Special Meetings. At a special meeting of the shareholder, only
such business as is specified in the notice of such special meeting given by
or at the direction of the person or persons calling such meeting in
accordance with Section 2 of this Article II shall come before such meeting.
SECTION 8. Voting
Except as otherwise provided in the Articles of Incorporation, each
shareholder shall, at each meeting of the shareholders, be entitled to one
vote in person or by proxy for each share of stock of the Corporation held by
him and registered in his name on the books of the Corporation:
(a) on the date fixed pursuant to the provisions of Section 5 of
Article VIII of these Bylaws as the record date for the determination of
shareholders who shall be entitled to receive notice of and to vote at such
meeting, or
(b) if no record date shall have been so fixed, then in the manner
set by RCW 23B.07.070.
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Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held by the Corporation, shall neither
be entitled to vote nor considered as issued and outstanding for the purposes
of determining whether a quorum exists. Any vote of stock of the Corporation
may be given at any meeting of the shareholders by the shareholders entitled
thereto in person or by proxy appointed by an instrument in writing delivered
to the Secretary or an Assistant Secretary of the Corporation or the
secretary of the meeting. The attendance at any meeting of a shareholder who
may theretofore have given a proxy shall not have the effect of revoking the
same unless he shall in writing so notify the secretary of the meeting prior
to the voting of the proxy. At all meetings of the shareholders all matters,
except as otherwise provided in the Articles of Incorporation, these Bylaws
or by law, shall be decided by the vote of a majority of the votes cast by
shareholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Except as otherwise expressly required by law, the
vote at any meeting of the shareholders on any question need not be by
ballot, unless so directed by the chairman of the meeting. On a vote by
ballot each ballot shall be signed by the shareholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted.
ARTICLE III
Board of Directors
SECTION 1. General Powers
The business and affairs of the Corporation shall be managed by the
Board.
SECTION 2. Number, Term of Office and Election
Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock of the Corporation as to dividends
or upon liquidation, the number of directors which shall constitute the whole
Board shall be seven but by vote of a majority of the entire Board the number
thereof may be increased without limit, or decreased to not less than three,
by amendment of this Section 2.
Each of the directors of the Corporation shall hold office until the
annual meeting next after his election and until his successor shall be
elected and shall qualify or until his earlier death or resignation or
removal in the manner hereinafter provided.
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Directors need not be shareholders of the Corporation.
Except as otherwise expressly provided in the Articles of
Incorporation at each meeting of the shareholders for the election of
directors at which a quorum is present, the persons receiving the largest
number of votes cast, up to the number of directors to be elected, shall
be the directors.
SECTION 3. Notification of Nominations
Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of directors may be made by the Board of
Directors or by any shareholder entitled to vote for the election of
directors. Any shareholder entitled to vote for the election of directors at
a meeting may nominate persons for election as directors only if written
notice of such shareholder's intent to make such nomination is given, either
by personal delivery or by registered or certified United States mail,
postage prepaid, to the Secretary of the Corporation not later than (i) with
respect to an election to be held at an annual meeting of shareholders, 90
days in advance of the Originally Scheduled Date (as such term is defined in
Section 7 of Article II of these Bylaws) of such meeting (provided that if
such annual meeting of shareholder is held on a date earlier than the first
Tuesday in May, such written notice must be given within 10 days after the
first public disclosure (which may be by a public filing by the Corporation
with the Securities and Exchange Commission) of the Originally Scheduled Date
of the annual meeting), and (ii) with respect to an election to be held at a
special meeting of shareholder for the election of directors, the close of
business on the seventh day following the date on which notice of such
meeting is first given to shareholders. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated, (b) a
representation that the shareholderis a holder of record of stock 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, (c) 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, (d) such other information regarding each nominee
proposed by such shareholder as would have been required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had each nominee been nominated, or intended to be
nominated, by the Board of Directors, and (e) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
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SECTION 4. Resignation, Removal and Vacancies
(a) Resignation. Any director may resign at any time by giving written
notice of his resignation to the Chairman of the Board, the President or the
Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein, or, if the time when it shall become effective shall
not be specified therein, then it shall take effect when accepted by action of
the Board. Except as aforesaid, the acceptance of such resignation shall not
be necessary to make it effective.
(b) Vacancies. Subject to the rights of the holders of any class or
series of stock having a preference over the Common Stock of the Corporation
as to dividends or upon liquidation, in case of any vacancy on the Board or
in case of any newly created directorship, a director to fill the vacancy or
the newly created directorship for the unexpired portion of the term being
filled may be elected by a majority of the directors of the Corporation then
in office though less than a quorum or by a sole remaining director.
SECTION 5. Meetings
(a) Annual Meetings. As soon as practicable after each annual
election of directors, the Board shall meet for the purpose of organization
and the transaction of other business.
(b) Regular Meetings. Regular meetings of the Board shall be held
at such times and places as the Board shall from time to time determine.
Notices of regular meetings need not be given.
(c) Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman of the Board, the President or three directors.
The Secretary shall give notice to each director of each such special meeting,
including the time and place of such meeting. Notice of each such meeting
shall be mailed to each director, addressed to him at his residence or usual
place of business, at least five days or, in the case of overnight mail, two
days before the day on which such meeting is to be held, or shall be sent
tohim by telegraph, cable, wireless or other form of recorded communication
or be delivered personally or by telephone not later than the day before the
day on which such meeting is to be held. Notice of any special meeting shall
not be required to be given to any director who shall attend such meeting.
A written waiver of notice, signed by the person entitled thereto, whether
before or after the time stated therein, shall be deemed equivalent to
notice. Any and all business may be transacted at a special meeting which
may be transacted at a regular meeting of the Board.
(d) Place of Meeting. The Board may hold its meetings at such
place or places within or without the State of Washington as the Board may
from
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time to time by resolution determine or, in the absence of such determination,
as shall be designated in the respective notices or waivers of notice thereof
as directed by the person or persons calling such meeting.
(e) Quorum and Manner of Acting. A majority of the directors then
in office shall be present in person or by means of conference telephone or
similar communications equipment as permitted by the Washington Business
Corporation Act (the "Act") at any meeting of the Board of Directors in order
to constitute a quorum for the transaction of business at such meeting
provided that such majority shall be no less than one-third of the total
number of directors. The affirmative vote of a majority of those directors
present at any such meeting at which a quorum is present shall be necessary
for the passage of any resolution or act of the Board, except as otherwise
expressly required by law, the Articles of Incorporation or these Bylaws and
except that the Board may pass any resolution or take any action by unanimous
written consent as permitted by the Act. In the absence of a quorum for any
such meeting, a majority of the directors present thereat may adjourn such
meeting from time to time until a quorum shall be present thereat. Notice of
any adjourned meeting need not be given.
(f) Organization. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside thereat, in the following
order of precedence:
(i) the Chairman of the Board;
(ii) the President; or
(iii) any director chosen by a majority of the directors present
thereat.
The Secretary or, in the case of his absence, any person (who shall
be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of the meeting shall appoint, shall act as Secretary
of such meeting and keep the minutes thereof.
SECTION 6. Compensation
Each director, in consideration of his serving as such, shall be
entitled to receive from the Corporation such amount per annum or such fees
for attendance at meetings of the Board or of any committee, or both, as the
Board shall from time to time determine. The Board may likewise provide that
the Corporation shall reimburse each director or member of a committee for any
expenses incurred by him on account of his attendance at any such meeting.
Nothing contained in this Section shall be construed to preclude
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any director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
Committees
SECTION 1. Executive Committee
(a) Designation and Membership. The Board may, by resolution
passed by a majority of the whole Board, designate an Executive Committee
consisting of the Chairman of the Board, the President, a Chairman of the
Executive Committee (who may be the Chairman of the Board or President) and
such additional number of directors as the Board shall appoint. Vacancies
may be filled by the Board at any time and any member of the Executive
Committee shall be subject to removal, with or without cause, at any time
by the Board.
(b) Factions and Powers. The Executive Committee, subject to any
limitations prescribed by the Board or by RCW 23B.08.250, shall possess and
may exercise, during the intervals between meetings of the Board, the powers
of the Board in the management of the business and affairs of the Corporation,
provided that neither the Executive Committee nor any other committee may
exercise the power of the Board to act upon matters requiring a vote thereof
greater than a majority of directors present at a meeting at which a quorum
is in attendance. At each meeting of the Board, the Executive Committee shall
make a report of all action taken by it since its last report to the Board.
(c) Meetings. The Executive Committee shall meet as often as may
be deemed necessary and expedient at such times and places as shall be
determined by the Executive Committee or the Board of Directors. The
Secretary shall give notice to each member of the Executive Committee of each
meeting, including the time and place of such meeting. Notice of each such
meeting shall be mailed to each member of the Executive Committee, addressed
to him at his residence or usual place of business, at least five days or, in
the case of overnight mail, two days before the day on which such meeting is
to be held, or shall be sent to him by telegraph, cable, wireless or other
form of recorded communication or be delivered personally or by telephone not
later than the day before the day on which such meeting is to be held.
Notice of any meeting of the Executive Committee shall not be required to be
given to any member of the Executive Committee who shall attend such meeting.
A written waiver of notice, signed by the person
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entitled thereto, whether before or after the time stated therein, shall be
deemed equivalent to the notice required by this paragraph (c).
SECTION 2. Quorum and Manner of Acting
A majority of the Executive Committee present in person or by means
of conference telephone or similar communications equipment as permitted by
the Act shall constitute a quorum, and the vote of a majority of members of
the Executive Committee present at any such meeting at which a quorum is
present shall be necessary for the passage of any resolution or act of the
Executive Committee except that the Executive Committee may pass any
resolution or take any action by unanimous written consent as permitted by
the Act. The Chairman of the Executive Committee shall preside at meetings
of the Executive Committee and, in his absence, the Executive Committee may
appoint any other member of the Executive Committee to preside.
SECTION 3. Other Committees
The Board may, by resolution passed by a majority of the whole
Board, designate other committees, each committee to consist of two or more
directors and to have such duties and functions as shall be provided in such
resolution.
ARTICLE V
Officers
SECTION 1. Election and Appointment and Term of Office
(a) Officers. The officers of the Corporation shall be a Chairman
of the Board, a President, a Chairman of the Executive Committee, such number
of Vice Presidents (including any Executive and/or Senior Vice Presidents) as
the Board may determine from time to time, a Treasurer and a Secretary. Each
such officer shall be elected by the Board at its annual meeting and shall
hold office until the next annual meeting of the Board and until his
successor is elected and qualified or until his earlier death or resignation
or removal in the manner hereinafter provided.
(b) Additional Officers. The Board may elect or appoint such other
officers (including one or more Assistant Treasurers and one or more Assistant
Secretaries) as it deems necessary, who shall have such authority and shall
perform such duties as the Board may prescribe. If additional officers are
elected or appointed during the year, each of them shall hold office until the
next annual meeting of the Board at which officers are regularly elected or
appointed and until his successor is elected or appointed
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and qualified or until his earlier death or resignation or removal in the
manner hereinafter provided.
SECTION 2. Resignation, Removal and Vacancies
Any officer may resign at anytime by giving written notice to the
Chairman of the Board, the President or the Secretary of the Corporation, and
such resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein, then it
shall take effect when accepted by action of the Board. Except as aforesaid,
the acceptance of such resignation shall not be necessary to make it
effective. All officers and agents elected or appointed by the Board shall
be subject to removal at any time by the Board with or without cause. A
vacancy in any office may be filled for the unexpired portion of the term in
the same manner as provided for election or appointment to such office.
SECTION 3. Duties and Functions
(a) Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation and shall have general charge of
the business and affairs of the Corporation and shall have the direction of
all other officers, agents and employees. He shall preside at all meetings of
the Board of Directors and of the shareholders at which he is present. The
Chairman may delegate such duties to the other officers of the Corporation
as he deems appropriate.
(b) President. The President shall be the chief operating officer of
the Corporation and shall report to the Chairman of the Board. He shall
preside at meetings of the Board of Directors and of the shareholders at
which he is present in the absence of the Chairman of the Board.
(c) Chairman of the Executive Committee. The Chairman of the
Executive Committee shall preside at all meetings of the Executive Committee
at which he is present.
(d) Vice Presidents. Each Vice President shall have such powers
and duties as shall be prescribed by the Chairman of the Board or the Board.
(e) Treasurer. The Treasurer shall have charge and custody of and
be responsible for all funds and securities of the Corporation.
(f) Secretary. The Secretary shall keep the records of all meetings
of the shareholders and of the Board and the Executive Committee. He shall
affix the seal of the Corporation to all deeds, contracts, bonds or other
instruments requiring the corporate seal when the same shall have been signed
on behalf of the Corporation by a duly authorized officer. The Secretary
shall be
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the custodian of all contracts, deeds, documents and all other indicia of
title to properties owned by the Corporation and of its other corporate
records (except accounting records).
ARTICLE VI
Contracts, Deposits, Proxies, Etc.
SECTION 1. Execution of Documents
The Board shall designate the officers, employees and agents of the
Corporation who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, checks, drafts and other orders for the payment
of money and other documents for and in the name of the Corporation and may
authorize such officers, employees and agents to delegate such power
(including authority to redelegate) by written instrument to other officers,
employees or agents of the Corporation.
SECTION 2. Deposits
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation or otherwise as
the Board or the President or any other officer of the Corporation to whom
power in that respect shall have been delegated by the Board shall select.
SECTION 3. Proxies in Respect of Stock or Other Securities of Other
Corporations
The Board shall designate the officer of the Corporation who shall
have authority to from time to time appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the
powers and rights which the Corporation may have as the holder of stock or
other secrets in any other corporation and to vote or consent in respect of
such stock or securities. Such designated officer may instruct the person or
persons so appointed as to the manner of exercising such powers and rights
and such designated officers may execute or cause to be executed in the name
and on behalf of the Corporation and under its corporate seal, or otherwise,
such written proxies, powers of attorney or other instruments as they may deem
necessary or proper in order that the Corporation may exercise such powers
and rights.
ARTICLE VII
Books and Records
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The books and records of the Corporation may be kept at such places
within or without the State of Washington as the Board may from time to time
determine.
ARTICLE VIII
Shares and Their Transfer; Fixing Record Date
SECTION 1. Certificates for Stock
Every owner of stock of the Corporation shall be entitled to have a
certificate certifying the number of shares owned by him in the Corporation
and designating the class of stock to which such shares belong, which shall
otherwise be in such form as the Board shall prescribe. Each such certificate
shall be signed by, or in the name of the Corporation by, the Chairman of the
Board, the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation. In
case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such
certificate is issued, it may nevertheless be issued by the corporation with
the same effect as if he were such officer at the date of issue.
SECTION 2. Record
A record shall be kept of the name of the person, firm or
corporation owning the stock represented by each certificate for stock of
the Corporation issued, the number of shares represented by each Such
certificate, and the date thereof, and, in the case of cancellation, the
date of cancellation. Except as otherwise expressly required by applicable
law, the person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation.
SECTION 3. Transfer of Stock
Transfers of shares of the stock of the Corporation shall be made
only on the books of the Corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on the surrender of the
certificate or certificates for such shares properly endorsed.
SECTION 4. Lost, Stolen, Destroyed or Mutilated Certificates
The holder of any stock of the Corporation shall immediately notify
the Corporation of any loss, theft or mutilation of the certificate therefor.
The Corporation may issue a new certificate for stock in the place of any
certificate theretofore issued by it and alleged to have been lost, stolen,
destroyed or
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mutilated, and the Board may, in its discretion, require the owner of the
lost, stolen, mutilated or destroyed certificate or his legal representatives
to give the Corporation a bond in such sum, limited or unlimited, in such
form and with such surety or sureties as the Board shall in its discretion
determine, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft, mutilationor destruction of
any such certificate or the issuance of any such new certificate.
SECTION 5. Fixing Date for Determination of Shareholders of Record
In order that the Corporation may determine the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, 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 stock or for the purpose of any other
lawful action, the Board may fix, in advance, a record date, which shall not
be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action, except that notice of a meeting
to act on an amendment to the Articles of Incorporation, a plan of merger or
share exchange, the sale, lease, exchange or disposition of all or
substantially all of the Corporation's assets other than through the regular
course of business or the dissolution of the Corporation shall be given not
less than 20 nor more than 60 days before such meeting.
ARTICLE IX
Seal
The Board shall provide a corporate seal, which shall be in the form of
a circle and shall bear the full name of the Corporation and the words and
figures "Corporate Seal 1995 Washington."
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall end on the 31st of December
in each year.
ARTICLE XI
Amendments
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SECTION 1. By Shareholders
These Bylaws may be amended or repealed by shareholders in the
manner set forth in Article II Sections 7 and 8 of these Bylaws at any
regular or special meeting of shareholders.
SECTION 2. By Directors
The Board of Directors shall have power to amend or repeal the
Bylaws of, or adopt new bylaws for, the Corporation. However, any such
Bylaws, or any alteration, amendment or repeal of the Bylaws, may be
subsequently changed or repealed by the holders of a majority of the stock
entitled to vote at an annual or special meeting of shareholders.
SECTION 3. Emergency Bylaws
The Board of Directors may adopt emergency Bylaws, subject to repeal
or change by action of the shareholders, which shall be operative during an
emergency in the conduct of the business of the Corporation resulting from an
attack on the United States, any state of emergency declared by the federal
government or any subdivision therof, or any other catastrophic event.
July 28, 1995 Bylaws - Washington
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