EXHIBIT 3.2
BY-LAWS OF
EVERGREENBANCORP, INC.
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ARTICLE 1. STOCKHOLDERS
Section 1. ANNUAL MEETINGS. The annual meeting of the stockholders shall
be held on or before April 30 of each year at the time, date and place as
determined by the Board of Directors. Written notice of such meeting shall be
mailed to the record address of each stockholder not less than ten, nor more
than thirty days before the date of such meeting. Such notice shall state the
time when such meeting is to be held and the place of the meeting. No notice of
annual meeting of stockholders need be given to any stockholder who shall sign a
written waiver of notice of said meeting.
Section 2. SPECIAL MEETINGS of stockholders may be held at any time
pursuant to a resolution of the board of directors or to a call signed by
stockholders holding a majority of the voting stock of the corporation, or on
call of the president. Calls for special meetings shall specify the time, place
and objects of the meeting, and written notice thereof shall be mailed, postage
prepaid, to each stockholder at the last known address of said stockholder not
less than ten (10) days prior to the date fixed for said meeting. No other
business may be considered than that stated in the notice of the meeting.
Section 3. PLACE OF MEETING. All stockholders' meetings shall be held at
the principal office of the corporation, or at such other place as may be
authorized in the city where the corporation has its principal place of
business.
Section 4. VOTING. Each stockholder shall be entitled to as many votes
as he has shares of capital stock in the corporation, at every annual and
special meeting of stockholders. Votes may be cast either in person or by proxy,
but no proxy shall be valid unless executed and dated within eleven (11) months
previous to the meeting at which it is to be used.
Section 5. QUORUM at any meeting of the stockholders shall consist of a
majority of the voting stock of the corporation, represented in person or by
proxy. A majority of such quorum shall decide any question that may come before
the meeting unless otherwise provided by law. Whenever there shall be no quorum
at a regular or Special meeting, the members present may adjourn the meeting
from day to day until a quorum shall be obtained; and any meeting may be
adjourned from time to time by a vote of a majority of a quorum present, but no
business except adjournment shall be transacted in the absence of a quorum.
Section 6. THE ELECTION OF DIRECTORS shall be held at the annual meeting
of stockholders, and shall, after the first election, be conducted by two
inspectors of election, appointed by the president for that purpose. The
election shall be by ballot and each stockholder of record shall be entitled to
cast one vote for each share of stock held by him,
Section 7. THE ORDER OF BUSINESS AT the annual meeting and, as far as
possible, at all other meetings of the stockholders, shall be:
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(1) Calling of roll
(2) Proof of due notice of meeting
(3) Reading and disposal of any unapproved minutes
(4) Annual reports of officers and committees
(5) Election of directors
(6) Unfinished business
(7) New business
(8) Adjournment
ARTICLES II. DIRECTORS
Section 1. THE BUSINESS AND PROPERTY of the corporation shall be managed
by a board of directors, consisting of 9 members, who shall be elected annually
by ballot by the stockholders for a term of three years; except, at the first
annual meeting of the stockholders, three directors shall be elected for a term
of one year, three directors for a term of two years, and three directors for a
term of three years. Directors shall serve until the election and acceptance of
their duly qualified successors. Any vacancies occurring in the board elected by
the stockholders may be filled by the board for the part of the unexpired term
that runs to the next annual meeting of stockholders, at which time the
stockholders shall elect a director to fill the vacancy for the remainder of the
original term. Directors shall receive such compensation for their services, as
the board of directors shall determine. All nominations of directors must be
filed with the Secretary at least 30 days prior to the date of the annual
meeting of stockholders.
Section 2. THE REGULAR MEETINGS of the board of directors shall be held
within or without the State of Washington, on such day of each month and in such
place as shall be fixed by the board of directors; provided, however,
immediately after adjournment of the annual meeting of stockholders at which
directors are elected, the directors elected at such meeting shall meet for the
purpose of election of officers and transaction of such other business as may
properly come before the board.
Section 3. SPECIAL MEETINGS of the board of directors may be held in the
principal office of the corporation in Seattle, Washington, at any time on call
of the president, or of any three members of the board, or may be held at any
time without notice, by unanimous consent of all of the members, or with the
presence and participation of all members at such meeting.
Section 4. NOTICES of both regular and special meetings, save when held
by unanimous consent or participation, shall be mailed by the secretary to each
member of the board not less than five days before any such meeting, and notices
of special meetings shall state the purposes thereof. No failure or irregularity
of notice of any regular meeting shall invalidate such meeting or any proceeding
thereat.
Section 5. A QUORUM at any meeting shall consist of a majority of the
entire membership of the board. A majority of such quorum shall decide any
question that may come before the meeting.
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Section 6. OFFICERS OF THE BOARD OF DIRECTORS shall consist of a
chairman and secretary, each of whom are elected each year at the first meeting
of directors immediately following the annual meeting of the stockholders. A
vacancy may be filled for the unexpired term by the directors at any regular or
special meeting.
Section 7. OFFICERS OF THE COMPANY shall be elected by ballot by the
board of directors at their first meeting after the election of directors each
year. If any office becomes vacant during the year, the board of directors shall
fill the same for the unexpired term. The board of directors shall fix the
compensation of the officers and agents of the corporation.
Section 8. THE ORDER OF BUSINESS at any regular or special meeting of
the board of directors shall be:
(1) Reading and disposal of any unapproved minutes
(2) Reports of officers and committees
(3) Unfinished business
(4) New business
(5) Adjournment
ARTICLE III. OFFICERS
Section 1. OFFICERS. The officers of this corporation shall be
president, executive vice-president, one or more vice-presidents, and such other
officers as may be required from time to time for the prompt and orderly
transaction of its business: and all officers, clerks and agents shall be
elected and employed by the board of directors, or with the consent thereof, and
their several duties may be prescribed by the board.
Section 2. TERM. The president, executive vice-president, senior
vice-presidents and vice-presidents shall hold office for the current year,
until the board meeting following the next annual meeting of shareholders. Any
vacancy occurring in such offices shall be filled by the board of directors.
Such officers may also serve as members of the board.
Section 3. EXECUTIVE VICE-PRESIDENT. In the absence or inability of the
president, for any cause, the executive vice-president is authorized to perform
all acts and duties pertaining to the office of president, except such as the
president only is authorized by law to perform.
Section 4. RESPONSIBILITY OF OFFICERS AND EMPLOYEES - BONDS AND
INSURANCE. The board of directors may direct and require good and sufficient
surety-company fidelity bonds on all active officers and employees. Such bonds
may be individual, schedule or blanket form, and the premiums shall be paid by
the corporation. The board of directors may also direct and require suitable
insurance protection against burglary, robbery, theft and other similar
insurance hazards to which the corporation may be exposed.
Section 5. TEMPORARY OFFICERS. The board of directors shall have the
power, in the absence or disability of any officer or upon the refusal of any
officer to act, to delegate and prescribe such officer's powers and duties to
any other officers or to an director, providing such
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delegation is not in conflict with this Article for the period of such absence,
disability or refusal to act.
ARTICLE IV. BUSINESS OF CORPORATION
Section 1. EXECUTIVE COMMITTEE. There shall be a committee appointed by
the Chairman of the Board known as the Executive Committee, consisting of at
least three but not more than five directors and the president as ex-officio
member, which committee shall have such other powers and duties as shall be
fixed by action of the board of directors.
Section 2. OTHER COMMITTEES. By resolution adopted by a majority of the
entire Board of Directors, the Board may designate from among its members such
other committees as it may deem necessary, each of which shall consist of not
less than two (2) directors and have such powers and duties as may from time to
time be prescribed by the Board.
Section 3. EARNINGS. Subject to the provisions of law, the earnings of
this corporation shall be disposed of according to the order of the board of
directors made at a regular or special meeting, and no dividend shall be paid to
stockholders or other disposition of earnings made except upon order of the
board of directors.
Section 4. MINUTES. The organization papers of this corporation, the
proceedings of all regular and special meetings of the board of directors and of
stockholders, the by-laws and all changes and amendments thereof, and the
reports of the examining committee made according to law or the by-laws of this
corporation, shall be recorded in the minute book. The minutes of each meeting
of the board of directors and of the stockholders shall be signed by the
secretary and attested by the president or chairman, and such minutes shall be
at all times open to inspection of any member of the board of directors.
Section 5. SECRETARY. The secretary shall keep the minutes of all
meetings of stockholders and of directors, and perform such other duties as are
prescribed by the board of directors.
Section 6. RECORDS. The board of directors shall have power to prescribe
and, when expedient, to change the forms of books and accounts to be used in the
transaction of business of the corporation, and to prescribe the general or
particular manner in which the affairs of the corporation shall be conducted.
All of the corporate books, including the stock certificate books, stockholders'
ledger and minute book shall be kept at the corporation's principal place of
business and not elsewhere.
Section 7. AUTHORITY IN EVENT OF DISASTER. In the event of a state of
disaster of sufficient severity to prevent the conduct and management of the
affairs and business of this corporation by its directors and officers as
contemplated by these By-Laws, any two or more available members of the then
incumbent executive committee shall constitute a quorum of that committee for
the full conduct and management of the affairs and business of the corporation.
In the event of the unavailability, at such time, of a minimum of two
members of the then incumbent executive committee, any three available directors
(including an executive committee
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member, if available) shall constitute the executive committee for the full
conduct and management of the affairs and business in accordance with the
foregoing provisions of this section. Once constituted, the authority of the
interim executive committee shall continue until terminated by resolution of the
regularly appointed executive committee or Board of Directors. This section
shall be subject to implementation by resolution of the Board of Directors
passed from time to time for that purpose.
ARTICLE V. STOCK
Section 1. CERTIFICATES OF STOCK, if issued, will be issued in numerical
order from the stock certificate book to each stockholder of record whose stock
has been paid in full, be signed by an officer holding the position of senior
vice-president or above, and be sealed with the corporate seal. A record of each
certificate issued shall be kept on the stub thereof.
Section 2. TRANSFERS OF STOCK shall be made upon the books of the
corporation, and before a new certificate is issued, the old certificate must be
surrendered for cancellation. The stock books of the corporation shall be closed
for transfer three days before general elections and dividend days.
Section 3. LOST OR DESTROYED CERTIFICATES may be replaced by duplicates
issued at the direction of the board of directors on proof satisfactory to the
directors of such loss or destruction of such certificate, and indemnity being
furnished satisfactory to the directors to protect the corporation against any
loss arising from said lost certificate.
ARTICLE VI. SEAL
Section 1. THE CORPORATE SEAL of the corporation shall consist of two
concentric circles between which is the name of the corporation, and in the
center shall be inscribed "Corporate Seal" and such seal, as impressed on the
margin hereof, shall be the corporate seal of the corporation.
ARTICLES VII. EXPENSES
Section 1. Payment of all current expenses of the corporation shall be
after authorization by the president, executive vice-president or senior
vice-president, or under their instructions, and a report of expenditures shall
be made each month to the board of directors.
ARTICLES VIII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Any person made a party to any civil or criminal action,
suit, or proceeding by reason of the fact that he, his testator or intestate, is
or was a director, officer, or employee of this corporation or of any
corporation which he served as such at the request of this corporation, shall be
indemnified by the corporation against the reasonable expenses, including,
without limitation, attorney's fees and amounts paid in satisfaction of judgment
or in settlement, other than amounts paid to the corporation by him, actually
and necessarily incurred by or imposed upon him in connection with, or resulting
from the defense of such civil or criminal action, suit or
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proceedings, or in connection with or resulting from any appeal therein, except
in relation to matters as to which it shall be adjudged in such civil or
criminal action, suit or proceeding that such officer, director, or employee is
liable by reason of his willful malfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office. In the
case of a criminal action, suit or proceeding, a conviction (whether based on a
plea of guilty or nolo contendere or its equivalent, or after trial) shall not
of itself be deemed an adjudication that such officer, director, or employee is
liable for negligence or misconduct in the performance of his duties to the
corporation. Such right of indemnification shall not be exclusive of any other
right which such officers, directors, and employees of the corporation, and the
other persons above mentioned, may have or hereafter acquire and, without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any by-law, agreement, vote of
stockholders, provisions of law or otherwise, as well as their rights under this
Article.
ARTICLES IX.
SECTION 1. The by-laws may be amended at any regular meeting or special
meeting of the directors called for that purpose.
The foregoing Bylaws were adopted by the Board of Directors on February
14, 2001.
/s/ Denice Town
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Denice Town, Assistant Secretary
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