EXHIBIT 3.3
BYLAWS OF
WSB FINANCIAL GROUP, INC.
ARTICLE 1
Offices
The principal office of WSB Financial Group, Inc. (the "Corporation") shall
be located at the principal place of business of the Corporation or such other
place as the Board of Directors (the "Board" or the "Directors" or individually
a "Director") may designate. The Corporation may have such other offices, either
within or without the state of Washington, as the Board may designate or as the
business of the Corporation may require from time to time.
ARTICLE 2
Shareholders
2.1 Annual Meeting. An annual meeting of the shareholders shall be held
each year on a date and at a time set by the Board.
2.2 Special Meetings. Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute, may be called by the
President, the Board, or holders of not less than twenty-five percent (25%) of
all the shares of the Corporation entitled to vote on any issue proposed to be
considered at the proposed special meeting.
2.3 Place of Meeting. All meetings of the shareholders shall be held in the
county in which the principal office or any branch of the Corporation is
located, as may be designated by the person or persons calling the meeting.
2.4 Notice of Meetings. Written or printed notice stating the date, time
and place of a meeting of shareholders and, in the case of a special meeting of
shareholders, the purpose or purposes for which the meeting is called shall be
delivered to each shareholder entitled to vote at such meeting, not fewer than
ten (10) nor more than sixty (60) days before the meeting date, either
personally or by mail, by the Secretary of the Corporation at the direction of
the person or persons calling the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder.
2.5 Closing of Transfer Books for Fixing of Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board may provide that the stock transfer books
shall be closed for a stated period but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board may fix in
advance a date as the record date for any such determination of shareholders,
which date in any case shall not be more than fifty (50) days, and in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-1-
action requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at a meeting has been made as provided in this section, such
determination shall apply to any adjournment thereof.
2.6 Quorum. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. The shareholders present at a duly organized
meeting may continue to transact business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. If less than a
majority of the outstanding shares attend a meeting, a majority of those present
may adjourn the meeting to such time and place as they may determine, without
further notice, except that any meeting at which Directors are to be elected
shall be adjourned only from day to day until such Directors have been elected.
At the adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified, and in the case of any adjourned meeting called for the
election of Directors, those who attend the second of the adjourned meetings,
although less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing Directors.
2.7 Proxies. A shareholder may vote either in person or by proxy executed
in writing by the shareholder or by his/her duly authorized attorney-in-fact or
agent. All proxies shall be filed with the Secretary of the Corporation before
or at the commencement of meetings. No unrevoked proxy shall be valid after
eleven (11) months from the date of its execution unless otherwise expressly
provided in the proxy. No proxy may be effectively revoked until notice of such
revocation has been given to the Secretary of the Corporation by the shareholder
granting the proxy.
2.8 Voting of Shares. Each outstanding share entitled to vote shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.
2.9 Voting of Shares by Certain Holders. Shares standing in the name of a
corporation, domestic or foreign, may be voted by such officer, agent or proxy
as the bylaws of such corporation may prescribe, or in the absence of such
provision, as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him/her, either in person or by proxy, without a transfer of such
shares into his/her name. Shares standing in the name of a trustee may be voted
by him/her either in person or by proxy, but no trustee shall be entitled to
vote shares held by him/her without a transfer of such shares into his/her name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by the
receiver without the transfer thereof
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-2-
into his/her name if authority so to do be contained in an appropriate order of
the court by which such receiver was appointed.
If shares are held jointly by three or more fiduciaries, the will of the
majority of the fiduciaries shall control the manner of voting or giving of a
proxy, unless the instrument or order appointing such fiduciaries otherwise
directs.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred
2.10 Action by Shareholders Without a Meeting. Any action permitted or
required to be taken at a meeting of the shareholders of the Corporation, or any
action that 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, is signed
by all the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE 3
Board of Directors
3.1 General Powers. 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 these
Bylaws, the Articles of Incorporation of the Corporation or by statute.
3.2 Number, Tenure and Qualifications. The Board shall be composed of not
less than five (5) nor more than twenty-five (25) Directors who need not be
residents of the state of Washington. The number of Directors may be changed
from time to time by amendment to these Bylaws, but no decrease in the number of
Directors shall have the effect of shortening the term of any incumbent
Director. Directors shall be elected by the shareholders and hold office for
such terms as is specified in the Articles of Incorporation of the Corporation
not exceeding three (3) years, and until their successors are elected and
qualified.
3.3 Chairman of the Board. The Chairman of the Board, if present, shall
preside at all meetings of the Board, and exercise and perform such other powers
and duties as may be determined from time to time by resolution of the Board. If
the Chairman is not present, the President shall preside. If the President is
not present, a temporary chairman selected by a majority vote of the Board
members in attendance, shall preside at any meeting of the Board.
3.4 Vacancies. Any vacancy occurring in the Board may be filled by the
affirmative vote of sixty percent (60%) of the remaining Directors. The term of
a Director elected to fill a vacancy, or to fill a position created by an
increase in the number of Directors, shall expire at the next shareholders'
meeting at which Directors are elected.
3.5 Resignation. Any Director may resign at any time by delivering written
notice to the Chairman, the President, or the Secretary. Any such resignation is
effective upon delivery
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-3-
thereof unless the notice of resignation specifies a later effective date and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
3.6 Removal. At a meeting of shareholders called expressly for that
purpose, one or more Directors, including the entire Board, may be removed with
or without cause if the number of votes cast to remove the Director(s) exceeds
the number of votes cast not to remove the Director(s).
3.7 Meetings. A meeting of the Board shall be held at least quarterly and
whenever required by the Department of Financial Institutions for the State of
Washington. By resolution, the Board may specify the time and place, either
within or without the state of Washington, for holding such meeting(s) without
other notice than such resolution.
3.8 Special Meetings. Special Board meetings may be called by or at the
request of the Chairman, the President or any two Directors. Notice of each such
meeting shall be given to each Director by telephone or in writing at least 24
hours (in the case of notice by telephone or e-mail) or 48 hours (in case of
notice by mail) before the time at which the meeting is to be held. Every such
notice shall state the time and place of the meeting, but need not state the
purpose of, nor the business to be transacted at, such meeting.
3.9 Quorum. A majority of the then-serving Board shall constitute a quorum
for the transaction of any business at any meeting of the Board. If less than
such majority shall attend a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice, and a quorum
present at such adjourned meeting may transact business.
3.10 Manner of Acting. The act of the majority of the Directors present at
a meeting or adjourned meeting at which a quorum is present shall be the act of
the Board. Members of the Board may participate in a meeting of such Board by
means of a conference telephone or similar communications equipment by which all
persons participating in the meeting can hear all others at the same time.
Participation by such means shall constitute presence, in person, at a meeting.
3.11 Action of Directors Without a Meeting. Any action permitted or
required to be taken at a meeting of the Directors may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by all the Directors.
3.12 Presumption of Assent. A Director of the Corporation who is present at
a meeting of the Board at which action on a Corporation matter is taken is
presumed to have assented to the action taken unless the Director's dissent or
abstention is entered in the minutes of the meeting or unless the Director files
a written dissent to such action with the Secretary of the meeting before the
adjournment thereof or forwards such dissent to the Secretary of the Corporation
within 5 days after receipt of a copy of the minutes of the meeting. The right
to dissent shall not apply to a Director who voted in favor of such action.
3.13 Performance of Duties. A Director shall perform his or her duties as a
director, including the duties as a member of any committee of the Board upon
which he or she may serve, in good faith, in a manner the Director reasonably
believes to be in the best interest of the
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-4-
Corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. In performing such duties, a
Director is entitled to rely on information, opinion, reports or statements,
including financial statements and other financial data, in each case prepared
or presented by: (i) one or more officers or employees of the Corporation whom
the Director reasonably believes to be reliable and competent in the matters
presented; (ii) counsel, public accountants or other persons as to matters which
the Director reasonably believes to be within such person's professional or
expert competence; or (iii) a committee of the Board upon which the Director
does not serve, duly designated in accordance with a provision of these Bylaws,
as to matters within its designated authority, which committee the Director
reasonably believes to merit confidence. However, a Director shall not be
considered to be acting in good faith if the Director has knowledge concerning
the matter in question that would cause such reliance to be unwarranted.
ARTICLE 4
Committees
4.1 Appointment. A majority of the Board in office when the action is taken
may create one or more committees of Directors. The designation of any committee
pursuant to this Article, and the delegation of authority thereto, shall not
operate alone to relieve the Board or any Director of any responsibility imposed
by law or regulation.
4.2 Authority. To the extent specified by the Board, each committee shall
be permitted to act on behalf of the Board, except a committee may not:
(a) Authorize or approve a distribution except according to a general
formula or method prescribed by the Board;
(b) Approve or propose to shareholders action that requires approval
by shareholders;
(c) Fill vacancies on the Board or on any of its committees;
(d) Amend the Articles of Incorporation;
(e) Adopt, amend or repeal these Bylaws;
(f) Approve a plan of merger not requiring shareholder approval; or
(g) Authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the Board may
authorize a committee to do so within limits specifically prescribed by the
Board.
4.3 Number of Members. Each committee must have two or more members who
serve at the pleasure of the Board.
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-5-
4.4 Meetings. Regular committee meetings may be held without notice at such
times and places as the committee may fix from time to time by resolution.
Special meetings of a committee may be called by a majority of committee members
upon not less than one day's notice when delivered personally or by facsimile or
e-mail, or at least 4 days prior thereto, when delivered by mail at the address
at which the Director is most likely to be reached, stating the place, date and
hour of the meeting. Any member of a committee may waive notice of any meeting,
and no notice of any meeting need be given to any member thereof who attends in
person. The notice of a meeting of a committee need not state the business
proposed to be transacted at the meeting.
4.5 Quorum. A majority of the members of a committee shall constitute a
quorum for the transaction of any business at a meeting thereof, and action of a
committee must be authorized by the affirmative vote of a majority of the
members present at a meeting at which a quorum is present.
4.6 Action Without a Meeting. Any action required or permitted to be taken
by a committee at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
members of the committee.
4.7 Vacancies. Any vacancy on a committee may be filled by a resolution
adopted by a majority of the full Board.
4.8 Removal and Resignation. Any member of a committee may be removed at
any time, with or without cause, by resolution adopted by a majority of the
full Board. Any member of a committee may resign from a committee at any time
by giving written notice to the Chief Executive Officer or the Secretary of the
Corporation. Unless a later date is specified therein, such resignation shall
take effect upon receipt. The acceptance of such resignation shall not be
necessary to make it effective.
4.9 Reports and Minutes. Each committee shall keep minutes of its meetings
and report periodically to the Board.
4.10 Compensation. By resolution of the Board, the Directors may be paid a
fixed sum for attendance and their expenses, if any, of attendance at meetings
of the Board. No Director who is also an employee of the Corporation shall
receive compensation for serving as a Director.
4.11 Presumption of Assent. A Director of the Corporation who is present at
a meeting of the Board at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his/her dissent shall be
entered in the minutes of the meeting or unless he/she shall file his/her
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-6-
ARTICLE 5
Officers
5.1 Elected Officers. The elected officers of the Corporation shall be the
Chairman, Vice Chairman (not required) and President (the "Elected Officers").
The Board shall designate either the Chairman of the Board or the President as
the Chief Executive Officer of the Corporation. The Chief Executive Officer may
appoint a Chief Operating Officer and one or more executive vice presidents (the
"Executive Officers"), whose appointments must be approved by the Board. The
Chief Executive Officer may assign to such Executive Officers additional titles
descriptive of the functions assigned to such officers. The Chief Executive
Officer shall appoint a Secretary and such other officers ("Appointed Officers")
as deemed necessary or advisable.
5.2 Term of Office. So far as practicable, all Elected Officers shall be
elected at the annual meeting of the Board, and the appointment of all Executive
Officers shall be approved at the annual meeting of the Board, with all Elected
and Executive Officers to hold office until the annual meeting of the Board in
the subsequent year, unless earlier terminated. Any Elected or Executive Officer
may be removed at any time, either for or without cause, by affirmative vote of
a majority of the Board. Any Appointed Officer may be removed at any time,
either with or without cause, by the Chief Executive Officer or the Board.
5.3 Salaries. The salaries and bonuses paid to the Elected Officers, the
Chief Operating Officer (if one is appointed) and the Executive Officers shall
be authorized or approved by the Board. All other salaries and bonuses shall be
authorized and approved by the Chief Executive Officer.
5.4 Duties. The Chairman of the Board shall preside, when present, at all
meetings of the shareholders and the Board, and, in his or her absence, the
Chief Executive Officer shall preside. The President shall preside if the
Chairman of the Board and Chief Executive Officer are absent. The Secretary
shall be responsible for preparing minutes of the meetings of Directors and
shareholders and for authenticating records of the Corporation. The Elected
Officers shall have such other authority and perform such other duties as the
Board of Directors may from time to time authorize or determine. In the absence
of action by the Board of Directors, the Elected Officers shall have such powers
and duties as generally pertain to their respective offices. The Executive
Officers shall have the authority and perform such duties as prescribed by the
Chief Executive Officer. The Appointed Officers shall have the authority and
perform such duties as prescribed by the Chief Executive Officer or any
Executive Officer authorized by the Chief Executive Officer to prescribe the
duties of such Appointed Officers.
ARTICLE 6
Contracts, Checks, Deposits
6.1 Contracts. The Board may authorize any Officer or agent to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Corporation and that authority may be general or confined to specific
instances.
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-7-
6.2 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 one or more duly appointed Officer or agent of
the Corporation, as determined by resolution of the Board.
6.3 Deposits. All funds of the Corporation not otherwise employed shall be
deposited fi-om time to time to the credit of the Corporation in the banks,
trust companies or other depositories as the Board may select.
ARTICLE 7
Shares
7.1 Certificates for Shares. The shares of the Corporation shall be
represented by certificates in such form as may be required by law and signed by
the President and Secretary and may bear the seal of the Corporation or a
facsimile thereof The signatures of the Executive Officers on the certificate
may be facsimiles if the certificate is manually signed on behalf of a transfer
agent. If a person who signed, either manually or in facsimile, a share
certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid.
7.2 Transfer of Shares. Transfer of shares of the Corporation shall be made
on the stock transfer books of the Corporation by the holder of record thereof
or by his/her legal representative who shall fiimish proper evidence of
authority to transfer. The person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes. All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificate shall be issued until the former certificate 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 the terms and indemnity to the Corporation as the Board may
prescribe.
7.3 Lost or Destroyed Certificates. In the case of a lost, destroyed or
mutilated certificate, a new certificate may be issued therefor upon such terms
and indemnity to the Corporation as the Board may prescribe.
ARTICLE 8
Books and Records
The Corporation shall:
(a) Keep as permanent records, minutes of all meetings of its
shareholders and Board, record of all actions taken by the shareholders or the
Board without a meeting, and a record of all actions taken by a committee of the
Board exercising the authority of the Board on behalf of the Corporation;
(b) Maintain appropriate accounting records;
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-8-
(c) Maintain a record of the names and residences of the shareholders
of the Corporation, the number of shares held by each, and the transfer of
shares, showing the time when made, the number of shares transferred and by whom
transferred;
(d) Maintain its records in written form or in another form capable to
being converted to written form within a reasonable time;
(e) Keep a copy of the following records at its principal office:
(i) The Articles of Incorporation and all amendments thereto
currently in effect;
(ii) The Bylaws and all amendments thereto currently in effect,
(iii) The minutes of all meetings of shareholders and records of
all action taken by shareholders without a meeting for the past three
(3) years;
(iv) The financial statements described in Section 23B. 16.200(1)
of the Washington Business Corporation Act, for the past three (3)
years;
(v) All written communications to shareholders generally within
the past three (3) years;
(vi) A list of the names and business addresses of the current
Directors and Officers; and
(vii) The most recent annual report delivered to the Secretary of
State for the State of Washington.
ARTICLE 9
Seal
The seal of the Corporation, if any, shall be circular in form and consist
of the name of the Corporation, the state and year of incorporation and the
words "Corporate Seal." The President, Chief Financial Officer, Secretary or
other Officer designated by the Board, shall have authority to affix the
corporate seal to any document requiring such seal and to attest the same.
ARTICLE 10
Waiver of Notice
Whenever any notice is required to be given to any shareholder or Director
of the Corporation under the provisions of these Bylaws, the Articles of
Incorporation or law, a waiver thereof in writing, signed by the person or
persons entitled to notice, whether before or after the fact, shall be deemed
equivalent to the giving of notice.
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-9-
ARTICLE 11
Indemnification
11.1 Right to Indemnification. Each person who was, is or is threatened to
be made a party to or is otherwise involved (including, without limitation, as a
witness) in any threatened, pending or completed action, suit, claim or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal (hereafter a "proceeding"), by reason of the fact that he or
she is or was a Director or Officer of the Corporation, or that being or having
been such a Director or Officer of the Corporation, he or she is or was serving
at the request of the Corporation as a director, officer, trustee, partner,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (hereafter an "Indemnitee"), whether
the basis of a proceeding is alleged action in an official capacity or in any
other capacity while serving as such a director, officer, partner, trustee,
employee or agent, shall be indemnified and held harmless by the Corporation
against all losses, claims, damages (compensatory, exemplary, punitive or
otherwise), liabilities and expenses (including attorneys' fees, costs,
judgments, fines, ERISA excise taxes or penalties, amounts to be paid in
settlement and any other expenses) actually and reasonably incurred or suffered
by such Indemnitee in connection therewith and such indemnification shall
continue as to an Indemnitee who has ceased to be a Director or Officer of the
Corporation or a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trustee, employee benefit plan
or other enterprise and shall inure to the benefit of the Indemnitee's heirs,
executors and administrators. Except as provided in Section 11.4, below, with
respect to proceedings seeking to enforce rights to indemnification, the
Corporation shall indemnify any such Indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if a proceeding (or part
thereof) was authorized or ratified by the Board. The right to indemnification
conferred in this Section shall be a contract right.
11.2 Restrictions on Indemnification. No indemnification shall be provided
to any such Indemnitee for acts or omissions of the Indemnitee finally adjudged
to be intentional misconduct or a knowing violation of law, for conduct of the
Indemnitee finally adjudged to be in violation of Section 23B.08.310 of the
Washington Business Corporation Act, for any transaction with respect to which
it was finally adjudged that such Indemnitee personally received a benefit in
money, property or services to which the Indemnitee was not legally entitled or
if the Corporation is otherwise prohibited by applicable law from paying such
indemnification. Notwithstanding the foregoing, if Section 23B.08.560 or any
successor provision of the Washington Business Corporation Act is hereafter
amended, the restrictions on indemnification set forth in this paragraph shall
be as set forth in such amended statutory provision.
11.3 Advancement of Expenses. The right to indemnification conferred in
this ARTICLE 11 shall include the right to be paid by the Corporation the
expenses incurred in defending any proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"). An advancement of
expenses shall be made upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such Indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such Indemnitee is
not entitled to be indemnified.
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-10-
11.4 Right of Indemnitee to Bring Suit. If a claim under Section 11.1 or
11.3, above, is not paid in full by the Corporation within sixty (60) days after
a written claim has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty (20) days, the Indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If
successful, in whole or in part, in any such suit or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the Indemnitee shall be entitled to be paid also the expense of
litigating such suit. The Indemnitee shall be presumed to be entitled to
indemnification under this ARTICLE 11 upon submission of a written claim (and,
in an action brought to enforce a claim for an advancement of expenses, when 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
Indemnitee is so entitled.
11.5 Procedures Exclusive. Pursuant to Section 23B.08.560(2) or any
successor provision of the Washington Business Corporation Act, the procedures
for indemnification and the advancement of expenses set forth in this ARTICLE 11
are in lieu of the procedures required by Section 23B.08.550 or any successor
provision of the Washington Business Corporation Act.
11.6 Nonexclusivitv of Rights. Except as set forth in Section 11.5, above,
the right to indemnification and the advancement of expenses conferred in this
ARTICLE 11 shall not be exclusive to any other right that any person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation
of the Corporation or these Bylaws, general or specific action of the Board or
shareholders, contract or otherwise.
11.7 Insurance, Contracts and Funding. The Corporation may maintain
insurance, at its expense, to protect itself and any Director, Officer, partner,
trustee, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the authority or right to indenanify such person against such expense,
liability or loss under the Washington Business Corporation Act or other law.
11.8 Indemnification of Employees and Agents of the Corporation. In
addition to the rights of indemnification set forth in Section 11.1, above, the
Corporation may, by action of the Board, grant rights to indemnification and
advancement of expenses to employees and agents or any class or group of
employees and agents of the Corporation (a) with the same scope and effect as
the provisions of this ARTICLE 11 with respect to indemnification and the
advancement of expenses of Directors and Officers of the Corporation; (b)
pursuant to rights granted or provided by the Washington Business Corporation
Act; or (c) as are otherwise consistent with law.
11.9 Persons Serving Other Entities. Any person who, while a Director or
Officer of the Corporation is or was serving (a) as a director, officer,
employee or agent of another corporation of which a majority of the shares
entitled to vote in the election of its directors is held by the corporation; or
(b) as a partner, trustee or otherwise in an executive or management capacity in
a partnership, joint venture, trust, employee benefit plan or other enterprise
of which the Corporation or a wholly-owned subsidiary of the Corporation is a
general partner or has a majority ownership shall conclusively be deemed to be
so serving at the request of the
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-11-
Corporation and entitled to indemnification and the advancement of expenses
under paragraph 11.1 and 11.3, above.
11.10 Limitation of Indemnification. The provisions of this ARTICLE 11
notwithstanding, no Indemnitee shall be indemnified for any civil money penalty
or judgment resulting from any administrative or civil action instituted by the
Division of Financial Institutions for the State of Washington or a federal
banking agency, or any other liability or legal expense with regard to any
administrative proceeding or civil action instituted by any banking agency which
results in a final order or settlement pursuant to which such person is: (i)
assessed a civil money penalty; (ii) removed from office or prohibited from
participating in the conduct of the affairs of the Corporation or one of its
subsidiaries; or (iii) is required to cease and desist from or to take any
affirmative action described in Section 8(b) of the Federal Deposit Insurance
Act, as amended (12 U.S.C. 1811, at seq.). However, permissible indemnification
payments may be made as permitted by 12 CFR Section 359.0, at seq., as amended
from time to time.
ARTICLE 12
Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the affirmative vote of sixty percent (60%) of the Board or by the
affirmative vote of holders of a majority of shares. Any Bylaw adopted, amended
or repealed by the Directors may be repealed, amended or reinstated by an
affirmative vote of holders of a majority of the shares entitled to vote and
present, in person or by proxy, at the next meeting of shareholders following
such action without further notice other than this Bylaw. A copy of the Bylaws,
with all amendments thereto, shall at all times be kept in a convenient place at
the principal office of the Corporation, and shall be open for inspection by any
shareholder during business hours.
The undersigned, being the Secretary of the Corporation hereby certifies
that these Bylaws have been properly adopted as the Bylaws of WSB Financial
Group, Inc.
DATED this 18th day of JANUARY, 2005.
/s/ David K. Johnson
----------------------------------------
David K. Johnson
President and Chief Executive Officer
KELLER ROHRBACK L.L.P.
SUITE 3200
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101-3052
(206)623-1900
-12-