EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
OF
STARBUCKS CORPORATION
ARTICLE I. SHAREHOLDERS
Section 1.1 Annual Meeting. The annual meeting of the
shareholders of the Corporation shall be held each year on a
date between January l and June 30, with a specific date and
time to be determined from time to time by the Board of
Directors. The failure to hold an annual meeting at the
time stated in these bylaws does not affect the validity of
any corporate action.
Section 1.2 Special Meetings. Special meetings of the
shareholders may be held upon call of the Board of Directors
or of the President or a Vice President, and shall be called
by the President or a Vice President upon the request of the
holders of ten percent of the outstanding stock entitled to
vote.
Section 1.3 Meeting Place. All meetings of the
shareholders shall be held at the principal place of
business of the Corporation, or at such other place as shall
be determined from time to time by the Board, and the place
at which any such meeting shall be held shall be stated in
the notice of the meeting.
Section 1.4 Notice of Meetings. Written notice of the time
and place of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is
called shall be delivered personally, or mailed, not less.
than ten days nor more than 50 days before the date of the
meeting to each shareholder of record entitled to vote, at
his post office address appearing upon the stock transfer
books of the Corporation. Meetings may be held without
notice if all shareholders entitled to vote are present or
represented by proxy or if notice is waived by those not
present or so represented.
Section 1.5 Waiver of Notice. Notice of time, place and
purpose of any meeting may be waived in writing whether
before or after the time stated therein for the meeting, and
will be waived by any shareholder by his attendance at such
meeting in person or by proxy. Any shareholder so waiving
shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.
Section 1.6 Quorum. Except as otherwise required by law:
(a) A quorum at any annual or special meeting of
shareholders shall consist of shareholders representing,
either in person or by proxy, a majority of the outstanding
shares of the Corporation, entitled to vote at such meeting;
if there be no such quorum, the holders of a majority of
such shares so present or represented may adjourn the
meeting from time to time until a quorum is present.
(b) The votes of a majority in interest of those present at
any properly called or adjourned meeting of shareholders at
which a quorum as in this section defined is present, shall
be sufficient to transact business.
Section 1.7 Organization of Meetings. Meetings of the
shareholders shall be presided over by the President, but if
he is not present, then by the Vice President, but if
neither the President nor a Vice President is present, by a
Chairman to be chosen at the meeting. The Secretary of the
Corporation shall act as Secretary of the meeting, if
present.
Section 1.8 Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder or by his duly authorized attorney in fact.
Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in proxy. Any proxy
regular on its face shall be presumed to be valid.
Section 1.9 Shareholders' Action Without Meeting. Any
action required or which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof
Section 1.10 Action of Shareholders by Communication
Equipment. Shareholders may participate in a meeting of
shareholders by means of a conference telephone or similar
communication equipment by means of which all persons
participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence
in person at a meeting.
Section 1.11 Voting Record. At least ten days before each
meeting of shareholders, a complete record of the
shareholders entitled to vote at such meeting, or any
adjournment thereof, shall be made, arranged in alphabetical
order, with the address of and number of shares held by
each, which record shall be kept on file at the registered
office of the Corporation for a period of ten days prior to
such meeting. The record shall be produced and kept open at
the time and place of such meeting for the inspection of any
shareholder. Failure to comply with the requirements of
this section shall not affect the validity of any action
taken at such meeting.
An officer or agent having charge of the stock transfer
books who shall fail to prepare the record of shareholders,
or keep it on file for a period of ten days, or produce and
keep it open for inspection at the meeting, as provided in
this section, shall be liable to any shareholder suffering
damages on account of such failure to the extent of such
damages.
Section 1.12 Cumulative Voting. Shareholders of this
Corporation shall not have the right to cumulate votes in
the election of directors.
ARTICLE II. DIRECTORS
Section 2.1 Number, Election, and Powers
(a) All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the
Corporation shall be managed under the direction of the
Board, except as may be otherwise provided in the Articles
of Incorporation. The Board shall consist of nine members.
The number of Directors may be changed by a resolution of
the Board or by the shareholders at the annual shareholders'
meeting.
(b) Beginning with the Board of Directors elected at the
first Annual meeting of Shareholders held after all series
of Preferred Stock outstanding as of May 20, 1992 are
converted into Common Stock, the terms of office of all
Directors shall be staggered by dividing the total number of
Directors into three classes, with each class containing one-
third of the total number of directors, as near as may be.
The terms of Directors in the first class will expire at the
first annual shareholders' meeting after their election, the
terms of the second class will expire at the second annual
shareholders' meeting after their election, and the terms of
the third class will expire at the third annual
shareholders' meeting after their election. At each annual
shareholders' meeting held thereafter, Directors shall be
chosen for a term of three years to succeed those whose
terms expire. Each Director shall hold office for the term
for which elected and until his successor shall have been
elected and qualified.
(c) Directors need not be shareholders or residents of the
state of Washington. In addition to the powers and
authorities expressly conferred upon the Corporation by
these Bylaws and the Articles of Incorporation, the Board
may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the
Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.
Section 2.2 Vacancies. Any vacancy occurring in the Board,
whether caused by resignation, death or otherwise, may be
filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board.
A Director elected to fill any vacancy shall hold office for
the unexpired term of his predecessor and until his
successor is elected and qualified. Any directorship to be
filled by reason of an increase in the number of Directors
may be filled by the Board for a term of office continuing
only until the next election of Directors by the
shareholders.
Section 2.3 Quorum. A majority of the members of the Board
of Directors then holding office shall constitute a quorum
for the transaction of business, but if at any meeting of
the Board there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time
to time until a quorum shall have been obtained.
Section 2.4 Term. Directors shall hold office until the
next annual election of Directors, and until their
successors shall have been elected and qualified.
Section 2.5 Removal of Directors. Except as otherwise
provided by law or by the Articles of Incorporation, at a
meeting of shareholders called expressly for that purpose,
the entire Board of Directors, or any member thereof, may be
removed by a vote of the holders of the requisite
proportionate number of shares then entitled to vote on a
cumulative basis, for the election of Directors.
Section 2.6 Regular Meetings.
(a) Meetings of the Board of Directors shall be held on a
regular schedule of at least every two months at the
principal place of business of the Corporation or at such
other place or places, either within or without the state of
Washington, as the Board may from time to time designate.
The meetings may be held with or without notice. The annual
meeting of the Board shall be held without notice
immediately after the adjournment of the annual meeting of
shareholders.
(b) Regular meetings of any committee designated by the
Board may be held without notice at the principal place of
business of the Corporation or at such other place or
places, either within or without the state of Washington as
such committee may from time to time designate. The
schedule for meetings of any committee shall be set by said
committee.
Section 2.7 Special Meetings.
(a) Special meetings of the Board may be called at any time
by the President, Secretary or by any one Director, to be
held at the principal place of business of the Corporation
or at such other place or places as the Board or the person
or persons calling such meeting may from time to time
designate.
(b) Special meetings of any committee may be called at any
time by such person or persons and with such notice as shall
be specified for such committee by the Board, or in the
absence of such specification, in the manner and with the
notice required for special meetings of the Board.
Section 2.8 Notice of Special Meetings. With the exception
of notices transmitted by facsimile machine or telephone
communication, notice of each special meeting of the Board
shall be delivered personally, telegraphed, or mailed to
each Director at his address shown on the records of the
Corporation at least two days before the meeting. Notice
transmitted by facsimile machine or verbal telecommunication
at least three hours prior to the meeting shall be
considered effective provided a facsimile response
acknowledging receipt of said notice is returned to the
Corporation by each Director prior to the special meeting.
In the event a facsimile response is not forthcoming, the
special meeting shall be postponed until two days after the
facsimile or verbal telecommunication was delivered. The
notice of any special meeting shall identify the business to
be transacted at or the purpose of the special meeting.
Section 2.9 Committees. The Board of Directors may, in its
discretion, by resolution passed by a majority of the whole
Board, appoint various committees, including an Executive
Committee, which shall have and may exercise such powers as
shall be conferred or authorized by the resolution
appointing such committee. A majority of any such
committee, composed of more than two members, may determine
its action and fix the time and place of its meetings,
unless the Board of Directors shall otherwise provide. The
Board shall have the power at any time to change the members
of any such committee, to fill vacancies, and to discharge
any such committee.
Section 2.10 Action by Directors Without a Meeting. Any
action required or which might be taken at a meeting of the
Directors, or of a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so
taken or to be taken, shall be signed by all of the
Directors, or all of the members of the committee, as the
case may be. Such consent shall be filed in the
Corporation's minute book, or with the records of the
committee so acting.
Section 2.11 Meeting by Telephone. Members of the Board of
Directors or any committee designated by the Bylaws or
appointed by the Board of Directors may participate in a
meeting of such Board or committee by means of a conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other at the same time, and participation by such means
shall constitute presence in person at a meeting.
ARTICLE III. CONFLICTS OF INTEREST
This Corporation may enter into contracts and otherwise
transact business as vendor, purchaser, or otherwise, with
its Directors, officers, and shareholders and with
corporations, associations, firms, and entities in which
they are or may be or become interested as Directors,
officers, shareholders, members, or otherwise, as freely as
though such adverse interest did not exist, even though the
vote, action, or presence of such Director, officer, or
shareholder may be necessary to obligate the Corporation
upon such contracts or transactions; and in the absence of
fraud, no such contract or transaction shall be voided and
no such Director, officer, or shareholder shall be held
liable to account to the Corporation, by reason of such
adverse interests or by reason of any fiduciary relationship
to the Corporation arising out of such office or stock
ownership, for any profit or benefit realized by him through
any such contract or transaction; provided that in the case
of Directors and officers of the Corporation (but not in the
case of shareholders who are not Directors or officers), the
nature of the interest of such Director or officer, though
not necessarily the details or extent thereof, be disclosed
or known to the Board of Directors of this Corporation, at
the meeting thereof at which such contract or transaction is
authorized or confirmed. A general notice that a Director
or officer of the Corporation is interested in any
corporation, association, firm, or entity shall be
sufficient disclosure as to such Director or officer with
respect to all contracts and transactions with that
corporation, association, firm or entity. Directors,
officers and shareholders of the Corporation need make no
disclosure under this article when their interest is less
than or equal to five percent of the voting power of the
other corporation, association, firm or entity.
ARTICLE IV. OFFICERS
Section 4.1 Election or Appointment. The Board of
Directors, as soon as may be after the election of Directors
held in each year, shall elect a President, a Secretary and
a Treasurer, and from time to time may appoint a Chairman of
the Board, one or more Vice Presidents and such Assistant
Secretaries, Assistant Treasurers and other officers as it
may deem proper. Any two or more offices may be held by the
same person, except the offices of President and Secretary,
unless all of the issued and outstanding stock owned by the
Corporation is owned of record by one shareholder. If one
shareholder is the owner of record of all of the
Corporation's issued and outstanding stock, one person may
hold all or any combination of offices. Unless otherwise
required by law, no officer need be a stockholder of the
Corporation or a member of the Board of Directors.
Section 4.2 Term. The term of office of all officers shall
be one year, and until their respective successors are
elected and qualify. Any officer may be removed from office
at any time by the affirmative vote of a majority of the
Directors. The vacancy so created may be filled by the
Board of Directors.
Section 4.3 Removal. Any officer or agent elected or
appointed by the Board may be removed by the vote of at
least two-thirds of the Board whenever in its judgment the
best interests of the Corporation would be served thereby,
but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
Section 4.4 Vacancies.. A vacancy in any office because of
death, resignation, removal, disqualification or any other
cause, may be filled by the Board for the unexpired portion
of the term at any regular or special meeting.
Section 4.5 Delegation. In the case of absence or
inability to act of any officer of the Corporation and of
any person herein authorized to act in such person's place,
the Board may from time to time delegate the powers or
duties of such officer to any other officer or any Director
or other person whom it may select.
Section 4.6 Bonds. The Board may, by resolution, require
any or all of the officers to give bonds to the Corporation,
with sufficient surety or sureties, conditioned for the
faithful performance of the duties of their respective
offices, and to comply with such other conditions as may
from time to time be required by the Board.
Section 4.7 President. The President shall be the
principal executive officer of the Corporation and, subject
to the Board's control, shall supervise and control all of
the business and affairs of the Corporation. When present,
he shall preside over all meetings of shareholders and
Directors. With the Secretary or other officer of the
Corporation authorized by the Board, he may sign
certificates far shares of the Corporation, deeds,
mortgages, bonds, contracts, or other instruments that the
Board has authorized to be executed, except when the signing
and execution thereof has been expressly delegated by the
Board or by these Bylaws to some other officer or agent of
the Corporation or is required by law to be otherwise signed
or executed by some other officer or in some other manner.
In general, he shall perform all duties incident to the
office of President and such other duties as may be
prescribed by the Board from time to time.
Section 4.8 Vice President. In the absence of the
President or in the event of his death, inability or refusal
to act, the executive Vice President, if any, the Vice
President (or in the event of more than one Vice President,
the Vice President who was first elected to such office)
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. Vice Presidents shall
perform such other duties as from time to time may be
assigned to them by the President or by the Board.
Section 4.9 Secretary. The Secretary shall: (a) keep the
minutes of shareholders' and Board meetings in one or more
books provided for that purpose; (b) see that all notices
are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) have responsibility for
maintaining the corporate records and the seal of the
Corporation and see that the seal of the Corporation is
affixed to all documents, the execution of which on behalf
of the Corporation under its seal is duly authorized; (d)
keep a register of the post office address of each
shareholder as furnished to the Secretary by each
shareholder; (e) sign with the President or a Vice President
certificates for shares of the Corporation, the issuance of
which have been authorized by resolution of the Board; (f)
have general responsibility for the stock transfer books of
the Corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or
by the Board.
Section 4.10 Treasurer. The Treasurer shall have the
custody of all moneys and securities of the Corporation and
shall keep regular books of account. The Treasurer shall
disburse the funds of the Corporation in payment of the just
demands against the Corporation or as may be ordered by the
Board, taking proper vouchers for such disbursements, and
shall render to the Board from time to time as may be
required of the Treasurer, an account of all such
transactions as Treasurer and of the financial condition of
the Corporation. The Treasurer shall perform such other
duties incident to such office or that are properly required
of the Treasurer by the Board. The Assistant Treasurer, or
Assistant Treasurers in the order designated by the Board,
shall perform all of the duties of the Treasurer in the
absence or disability of the Treasurer, and at other times
may perform such other duties as are directed by the
President of the Board.
Section 4.11 Salaries. The salaries, if any, of the
officers shall be fixed from time to time by the Board, and
no officer shall be prevented from receiving such salary by
reason of the fact that he is also a Director of the
Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.1 Contracts. The Board may authorize any officer
or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general
or confined to specific instances.
Section 5.2 Loans. No loans shall be contracted on behalf
of the Corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the
Board. Such authority may be general or confined specific
instances.
Section 5.3 Loans to Officers and Directors. No loan shall
be made by the Corporation to its officers or Directors,
unless first approved unanimously by the Board of Directors
or first approve by holders of two-thirds of the shares.
Section 5.4 Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as is
from time to time determined by resolution of the Board.
Section 5.5 Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies
or other depositories as the Board may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.1 Issuance of Shares. No shares of the
Corporation shall be issued unless authorized by the Board.
Such authorization shall include the maximum number of
shares to be issued and the consideration to be received for
each share. No certificate shall be issued for any share
until such share is fully paid.
Section 6.2 Certificates for Shares. Certificates
representing shares of the Corporation shall be signed by
the President or the Vice President and by the Secretary and
shall include on their face written notice of any
restrictions which the Board may impose on the
transferability of such shares. All certificates shall be
consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificates
for a like number of shares shall have been surrendered and
canceled except that in case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board may
prescribe.
Section 6.3 Transfers.
(a) Transfers of shares shall be made only upon the share
transfer books of the Corporation, kept at the registered
office of the Corporation or at its principal place of
business, or at the office of its transfer agent or
registrar, and before a new certificate is issued the old
certificate shall be surrendered for cancellation. The
Board may, by resolution, open a share register in any state
of the United States, and may employ an agent or agents to
keep such register, and to record transfers of shares
therein.
(b) Shares shall be transferred by delivery of the
certificates therefor, accompanied either by an assignment
in writing on the back of the certificate or an assignment
separate from certificate, or by a written power of attorney
to sell, assign and transfer the same, signed by the holder
of said certificate. No shares of stock shall be
transferred on the books of the Corporation until the
outstanding certificates therefor have been surrendered to
the Corporation. The Board may, by resolution, adopt
appropriate procedures to allow transfers of shares, the
certificates for which have been lost, stolen, mutilated or
destroyed.
Section 6.4 Restriction on Transfer. All certificates
representing unregistered shares of the Corporation shall
bear the following legend on the face of the certificate or
on the reverse of the certificate if a reference to the
legend is contained on the face:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE
OR DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT COVERING SAID SHARES OR AN OPINION OF COUNSEL FOR
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF THE STATE
HAVING JURISDICTION OVER SUCH SALE OR DISPOSITION.
ARTICLE VII. SEAL
The seal of this Corporation shall consist of the name of
the Corporation and the state and year of its incorporation.
ARTICLE VIII. INDEMNIFICATION
Section 8.1 Right to Indemnification. Each person who was
or is made a party or is threatened to be made a party to or
is involved (including, without limitation, as a witness) in
any actual or threatened action, suit, or proceeding,
whether civil, criminal, administrative, or investigative,
by reason of the fact that he or she is or was a Director,
officer, employee, or agent of the Corporation or, being or
having been such a Director, officer, employee or agent, he
or she is or was serving at the request of the Corporation
as a director, officer, 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, employee, or agent or in any other capacity while
serving as a director, officer, employee, or agent, shall be
indemnified and held harmless by the Corporation to the full
extent authorized by the Washington Business Corporation Act
or other applicable law, as the same exists or may hereafter
be amended, against all expense, liability, and loss
(including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts to be paid in settlement)
actually and reasonably incurred or suffered by such person
in connection therewith and such indemnification shall
continue as to a person who has ceased to be a Director,
officer, employee, or agent and shall inure to the benefit
of his or her heirs, executors, and administrators;
provided, however, that except as provided in Paragraph 8.2
of this Article with respect to proceedings seeking to
enforce rights to indemnification, 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 Paragraph 8.1
shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending
any such proceeding in advance of its final disposition;
provided, however, that the payment of such expenses in
advance of the final disposition of a proceeding shall be
made only upon delivery to the Corporation of an
undertaking, by or on behalf of such Director, officer,
employee, or agent, to repay all amounts so advanced if it
shall ultimately be determined that such Director, officer,
employee, or agent is not entitled to be indemnified under
this Paragraph 8.1 or otherwise.
Section 8.2 Right of Claimant To Bring Suit. If a claim
under Paragraph 8.1 of this article is not paid in full by
the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a
claim for expenses incurred in defending a proceeding in
advance of its final disposition, in which case the
applicable period shall be twenty days, the claimant may at
any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, to the extent
successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such
claim. The claimant shall be presumed to be entitled to
indemnification under this article upon submission of a
written claim (and, in an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance
of its final disposition, where the required undertaking has
been tendered to the Corporation) and thereafter the
Corporation shall have the burden of proof to overcome the
presumption that the claimant is not so entitled. 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, or reimbursement or
advancement, of expenses to the claimant is proper in the
circumstances nor an actual determination by the Corporation
(including its Board of Directors, independent legal
counsel, or its shareholders) that the claimant is not
entitled to indemnification or to the reimbursement or
advancement of expenses shall be a defense to the action or
create a presumption that the claimant is not so entitled.
Section 8.3 Non-exclusivity of Rights. The right to
indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition
conferred in this Article 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, Bylaws, agreement, vote of shareholders or
disinterested Directors, or otherwise.
Section 8.4 Insurance Contracts and Funding. 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
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 Washington Business
Corporation Act. The Corporation may enter into contracts
with any Director, officer, employee, or agent of the
Corporation in furtherance of the provisions of this Article
and may create a trust fund, grant a security interest, or
use other means (including, without limitation, a letter of
credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this
article.
Section 8.5 Indemnification of Employees and Agents of the
Corporation. The Corporation may, by action of its Board of
Directors from time to time, provide indemnification and pay
expenses in advance of the final disposition of a proceeding
to employees and agents of the Corporation with the same
scope and effect as the provisions of this article with
respect to the indemnification and advancement of expenses
of Directors and officers of the Corporation or pursuant to
rights granted pursuant to, or provided by, the Washington
Business Corporation Act or otherwise.
ARTICLE IX. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings
of its shareholders and Board; and shall keep at its
registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by
each. Any books, records, and minutes may be in written
form or any other form capable of being converted into
written form within a reasonable time.
ARTICLE X. AMENDMENTS
Except to the extent prohibited by law, and only upon a vote
of two-thirds of the Board of Directors, these Bylaws may be
altered, amended or repealed, and new Bylaws may be adopted
by the Board at any regular or special meeting of the Board.
Amended December 14, 1987; January l8, 1991; May 29, 1991;
June 4, 1992; September 27, 1993; May 17, 1995; and December
20, 1995.