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EXHIBIT 3.2
2000 RESTATED BYLAWS
OF
COLUMBIA SPORTSWEAR COMPANY
ARTICLE I
SHAREHOLDERS MEETINGS
1.1 ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the second Tuesday in May of each year at 2 p.m., unless a different
date or time is fixed by the Board of Directors and stated in the notice of the
meeting.
1.2 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purposes, unless otherwise prescribed by statute, may be called by the President
or the Board of Directors.
1.3 PLACE OF MEETINGS. Meetings of the shareholders shall be held at
any place in or out of Oregon designated by the Board of Directors.
1.4 MEETING BY TELEPHONE CONFERENCE. Shareholders may participate in
an annual or special meeting by, or conduct the meeting through, use of any
means of communications by which all shareholders participating may
simultaneously hear each other during the meeting, except that no meeting for
which a written notice is sent to shareholders may be conducted by this means
unless the notice states that participation in this manner is permitted and
describes how any shareholder desiring to participate in this manner may notify
the Corporation.
1.5 NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.
(1) ANNUAL MEETINGS OF SHAREHOLDERS.
(a) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders (i) pursuant to
the Corporation's notice of meeting or any supplement thereto, (ii) by or at the
direction of the Board of Directors or (iii) by any shareholder of the
Corporation who was a shareholder of record both when notice is given as
provided for in this Section 1.5 and on the date of the annual meeting, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Section 1.5.
(b) For nominations or other business to be properly brought before
an annual meeting by a shareholder pursuant to this Section 1.5, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must be a proper matter for shareholder
action, as determined by the Board of
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Directors. To be timely, a shareholder's notice must be delivered to the
Secretary at the principal executive offices of the Corporation at least 90
days, and no earlier than 120 days, before the first anniversary of the date of
the proxy statement for the preceding year's annual meeting; provided, however,
that if the date of the annual meeting is more than 30 days before or more than
70 days after the anniversary date, notice by the shareholder to be timely must
be so delivered no earlier than 120 days before the annual meeting and no later
than the later of 90 days prior to such annual meeting or 10 days following the
day on which public announcement of the date of such meeting is first made by
the Corporation. The public announcement of an adjournment or postponement of an
annual meeting will not commence a new time period for the giving of a
shareholder's notice as described above. The shareholder's notice shall set
forth (i) as to each person whom the shareholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest or is otherwise required, in each case pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (ii) as
to any other business that the shareholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the text of the proposal or business, the reasons for conducting the business at
the meeting and any material interest in the business of such shareholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as
to the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (a) the name and address of such
shareholder and of such beneficial owner, as they appear on the Corporation's
books, and (b) the class and number of shares of the Corporation owned
beneficially and of record by such shareholder and such beneficial owner (c) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at the meeting and intends to appear in person or
by proxy at the meeting to propose such business or nomination, and (d) a
representation as to whether the shareholder or beneficial owner, if any,
intends or is part of a group that intends to (1) deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the Corporation's
outstanding capital stock required to approve or adopt the proposal or elect the
nominee and/or (2) otherwise solicit proxies from shareholders in support of
such proposal or nomination. The Corporation may require any proposed nominee to
furnish any other information it reasonably requires to determine the
eligibility of the proposed nominee to serve as a director.
(c) Notwithstanding anything in this Section 1.5 to the contrary, if
the number of directors to be elected to the Board of Directors of the
Corporation at an annual meeting is increased and there is no public
announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 100 days prior
to the first anniversary of the preceding year's annual meeting, a shareholder's
notice required by this Section 1.5 shall also be considered timely (but only
with respect to nominees for any new positions created by such increase) if it
is delivered to the Secretary at the principal executive offices of the
Corporation not later than the
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close of business on the 10th day following the day on which the public
announcement is first made by the Corporation.
(2) SPECIAL MEETINGS OF SHAREHOLDERS.
Only business that has been brought before a special meeting of
shareholders pursuant to the Corporation's notice of meeting shall be conducted
at a special meeting. Nominations of persons for election to the Board of
Directors may be made at a special meeting of shareholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (a) by or at
the direction of the Board of Directors or (b) if the Board of Directors has
determined that directors shall be elected at the meeting, by any shareholder of
the Corporation who is a shareholder of record at the time of giving of notice
provided for in this Section 1.5, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 1.5. If the
Corporation calls a special meeting of shareholders for the purpose of electing
one or more directors to the Board of Directors, any such shareholder may
nominate a person or persons (as the case may be), for election to the
position(s) specified in the Corporation's notice of meeting, if the
shareholder's notice required by this Section 1.5 is delivered to the Secretary
at the principal executive offices of the Corporation not earlier than the close
of business on the 90th day prior to the special meeting and not later than the
close of business on the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at the meeting. The public announcement of
an adjournment of a special meeting shall not commence a new time period for the
giving of a shareholder's notice as described above.
(3) GENERAL.
(a) Only the persons nominated in accordance with this Section 1.5
shall be eligible to be elected at an annual or special meeting of shareholders
to serve as directors, and only the business that has been brought before a
meeting of shareholders in accordance with the procedures set forth in this
Section 1.5 shall be conducted at the meeting. Except as otherwise provided by
law, the articles of incorporation of the Corporation or these bylaws, the
Chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed in accordance with the procedures set forth in this Section 1.5 and, if
any proposed nomination or business is not in compliance with this Section 1.5,
to declare that such defective proposal or nomination be disregarded.
(b) For the purposes of these bylaws, "public announcement" means
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission.
(c) Notwithstanding the foregoing provisions of Section 1.5, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in Section 1.5. Nothing in
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Section 1.5 shall affect any rights of shareholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to rules under the
Exchange Act.
1.6 CONDUCT OF MEETINGS
(a) Chairman of Meeting. Meetings of shareholders shall be presided
over by the Chief Executive Officer, if that position is filled, or, if there is
no Chief Executive Officer, the President, or, in any event, by another chairman
designated by the Board of Directors. The date and time of the opening and the
closing of the polls for each matter upon which the shareholders will vote at a
meeting shall be determined by the chairman of the meeting and announced at the
meeting.
(b) Rules and Regulations. The Board of Directors may adopt by
resolution any rules and regulations for the conduct of the meeting of
shareholders as it deems appropriate. Except to the extent inconsistent with
rules and regulations as adopted by the Board of Directors, the chairman of any
meeting of shareholders shall have the exclusive right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of the chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iii) limitations on attendance at or
participation in the meeting to shareholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting determines; (iv) restrictions on entry to the meeting after the time
fixed for the commencement thereof; and (v) limitations on the time allotted to
questions or comments by participants. Unless and to the extent otherwise
determined by the Board of Directors or the chairman of the meeting, meetings of
shareholders are not required to be held in accordance with the rules of
parliamentary procedure.
(c) Adjournment. Any annual or special meeting of shareholders may be
adjourned only by the chairman of the meeting from time to time to reconvene at
the same or some other time, date and place, and notice need not be given on any
such adjourned meeting if the time, date and place are announced at the meeting
at which the adjournment occurs. The shareholders present at a meeting shall not
have authority to adjourn the meeting. At the adjourned meeting at which a
quorum is present, the shareholders may transact any business which might have
been transacted at the original meeting. If after the adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.
ARTICLE II
BOARD OF DIRECTORS
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2.1 NUMBER AND TERM. The number of directors of the Corporation shall
be at least three and no more than nine. Within this range, the number of
directors at the time of the adoption of these Restated Bylaws shall be six, and
the number of directors shall otherwise be determined from time to time by the
Board of Directors.
2.2 REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders.
2.3 SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place
in or out of Oregon as the place for holding any special meeting of the Board of
Directors called by them.
2.4 NOTICE. Notice of the date, time and place of any special meeting
of the Board of Directors shall be given at least 24 hours prior to the meeting
by notice communicated in person, by telephone, telegraph, teletype, other form
of wire or wireless communication, mail or private carrier. If written, notice
shall be effective at the earliest of (a) when received, (b) three days after
its deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee. Notice by all other
means shall be deemed effective when received by or on behalf of the director.
ARTICLE III
OFFICERS
3.1 APPOINTMENT. The Board of Directors at its first meeting
following its election each year shall appoint a President and a Secretary. The
Board of Directors may appoint any other officers, assistant officers and
agents. Any two or more offices may be held by the same person.
3.2 COMPENSATION. The Corporation may pay its officers reasonable
compensation for their services as fixed from time to time by the Board of
Directors.
3.3 TERM. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.
3.4 REMOVAL. Any officer or agent appointed by the Board of Directors
may be removed by the Board of Directors at any time with or without cause.
3.5 PRESIDENT. Unless otherwise determined by the Board of Directors,
the President shall be the chief executive officer of the Corporation and,
subject to the control of the Board of Directors, shall be responsible for the
general operation of the
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Corporation. The President shall have any other duties and responsibilities
prescribed by the Board of Directors. Unless otherwise determined by the Board
of Directors, the President shall have authority to vote any shares of stock
owned by the Corporation and to delegate this authority to any other officer.
3.6 VICE PRESIDENTS. Each Vice President shall perform duties and
responsibilities prescribed by the Board of Directors or the President. The
Board of Directors or the President may confer a special title upon a Vice
President.
3.7 SECRETARY. The Secretary shall record and keep the minutes of all
meetings of the directors and shareholders in one or more books provided for
that purpose and perform any duties prescribed by the Board of Directors or the
President.
ARTICLE IV
ISSUANCE OF SHARES
4.1 ADEQUACY OF CONSIDERATION. The authorization by the Board of
Directors of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.
4.2 CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be signed, either manually or in facsimile, by two officers of
the Corporation, at least one of whom shall be the President or a Vice
President.
ARTICLE V
AMENDMENTS
These Bylaws may be amended or repealed and new Bylaws may be adopted by the
Board of Directors or the shareholders of the Corporation.