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EXHIBIT 3.3
BYLAWS
OF
NORTHLAND CABLE TELEVISION, INC.
ARTICLE I.
NAME AND LOCATION
Section 1. Name. This corporation shall be known and designated
NORTHLAND CABLE TELEVISION, INC.
Section 2. Offices. The corporation may have offices at such places,
either within or without the State of Washington, as the Board of Directors may
from time to time designate or the business of the corporation may require. The
Board of Directors shall designate one such office as the principal office in
the State of Washington.
Section 3. Registered Office and Registered Agent. The registered office
of the corporation required by the Washington Business Corporation Act to be
maintained in the State of Washington may be, but need not be, identical with
the principal office of the State of Washington, and the address of the
registered office and the designated registered agent may be changed from time
to time by the Board of Directors.
ARTICLE II.
SEAL
If the corporation has a corporate seal, it may merely consist of the
words "corporate seal" or it may have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Washington." Said seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced or otherwise. One or more duplicate dies for
impressing such seal may be kept and used.
ARTICLE III.
STOCKHOLDERS MEETINGS
Section 1. Place of Meeting. All meetings of the stockholders shall be
held at the registered office of the corporation or at such other location as
the Board of Directors may determine.
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Section 2. Annual Meeting. The annual meeting of the stockholders of the
corporation for the election of directors to succeed those whose terms expire
and for the transaction of such other business as may come before the meeting
shall be held within one hundred eighty (180) days of the end of the fiscal year
of the corporation. The meeting shall not be held on a legal holiday in the
State of Washington. If for any reason an annual meeting shall not be held at
the time herein specified, the same may be held at any time thereafter upon
notice as hereinafter provided, or the business thereof may be transacted at any
special meeting called for the purpose.
Section 3. Special Meetings. Special meetings of the stockholders may be
called by the President or the Vice President whenever the one so calling the
meeting deems it necessary or advisable, and shall be called by the President or
a Vice President whenever so directed by order or resolution of a majority of
the Board of Directors, or a majority of the Executive Committee, and whenever
the holders of one-fourth (1/4) of the capital stock of the corporation entitled
to vote at such meeting shall request the same in writing.
Section 4. Notice of Meeting. Written or printed notice stating the time
and place of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called shall be delivered not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors of the corporation 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 stockholders entitled to notice of or to
vote at a meeting of stockholders, such stockholders, 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 of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be no more than fifty (50) days and, in case of a meeting of
stockholders, no less than ten (10) days prior to the
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date on which the particular action, requiring such determination of
stockholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders, or stockholders 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 of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to the
inspection by any stockholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any stockholder during the whole time of
the meeting. The original stock transfer book shall be prima facie evidence as
to who are the stockholders entitled to examine such list or transfer books or
to vote at any meeting of stockholders. Failure to comply with the requirements
of this section shall not affect the validity of any action taken at such
meeting.
Section 7. Quorum and Adjournment. The holders of record for the time
being of a majority of the total number of shares of stock issued and
outstanding and entitled to vote at a meeting of stockholders, present in person
or represented by proxy, shall be requisite to and shall constitute a quorum for
the transaction of business at such meeting. If, however, a quorum shall not be
present or represented at a meeting of stockholders, the stockholders present in
person or by proxy shall have power to adjourn the meeting from time to time
without notice, other than announcement at the meeting, until holders of record
of the requisite amount of stock shall be present or represented. At such
adjourned meeting at which the holders of the requisite amount of stock shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 8. Proxies. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact. Such proxy shall be filed
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with the Secretary of the corporation before or at the time of the meeting. No
proxy shall be valid after eleven (11) months from the date of its execution
unless otherwise provided in the proxy.
Section 9. Voting of Shares. Subject to any provisions of Washington
law, each outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of stockholders.
Section 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation 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, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his 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
such receiver without the transfer thereof into his name if authority to do so
be contained in an appropriate order of the court by which such receiver was
appointed.
A stockholder 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.
Shares of its own stock belonging to the corporation or held by it
in a fiduciary capacity shall not be voted directly or indirectly, at any
meeting, and shall not be counted in determining the total number of outstanding
shares at any given time.
Section 11. Electronic Presence. Shareholders may participate in a
meeting of the shareholders 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 the participation by such
means shall constitute presence in person at a meeting.
Section 12. Informal Action by Stockholders. Any action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of the stockholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
stockholders entitled to vote with respect to the subject matter thereof.
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ARTICLE IV.
BOARD OF DIRECTORS
Section 1. General Powers. The business, affairs and property of the
corporation shall be managed by the Board of Directors in accordance with the
Articles of Incorporation, these Bylaws and the provisions of the Washington
Business Corporation Act not inconsistent with these Articles and Bylaws. In
addition to the powers and authorities expressly conferred upon them by these
Bylaws, the Board of Directors may exercise all such powers of the corporation
and do all such lawful acts and things except those acts that are required to be
exercised or done by the stockholders by statute, the Articles of Incorporation
or these Bylaws.
Section 2. Duties. A director shall perform the duties of a director,
including the duties as a member of any committee of the board upon which the
director may serve, in good faith, in a manner such director believes to be in
the best interests of the corporation, and with such care, including reasonable
inquiry, as an ordinarily prudent person in a like position would use under
similar circumstances.
In performing the duties of a director, a director shall be
entitled to rely on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
represented by:
(1) One or more officers or employees of the corporation whom the
director believes to be reliable and competent in the matter presented;
(2) Counsel, public accountants or other persons as to matters
which the director believes to be within such person's professional or expert
competence; or
(3 ) A committee of the board upon which the director does not
serve, duly designated in accordance with a provision in the Articles of
Incorporation or Bylaws, as to matters within its designated authority, which
committee the director believes to merit confidence; so long as, in any such
case, the director acts in good faith, after reasonable inquiry when the need
therefor is indicated by the circumstances and without knowledge that would
cause such reliance to be unwarranted.
Section 3. Number. The Board of Directors shall consist of one or more
members, and stockholders at each annual meeting preceding the election of
directors shall determine the number of directors to be elected for the ensuing
term of office; provided, however, the Board of Directors may increase the
maximum number at any time. The directors need not be stockholders or residents
of the
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State of Washington and shall be elected annually in the manner provided in
these Bylaws, and each director shall hold office until the annual meeting held
next after his election and his successor is qualified, or until his death, or
until he shall resign or shall be removed.
Section 4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of stockholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Washington, for the holding of additional regular meetings without other
notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President, a Vice President or
Secretary or any two directors when and if there are three or more directors.
The person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the State of Washington,
as the place of holding any special meeting of the Board of Directors called by
them.
Section 6. Notice. Notice of any special meeting shall be given at least
two (2) days previous thereto by written notice delivered personally or mailed
to each director at his business address or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 7. Quorum and Adjournment. At all meetings of the Board, the
presence of a majority of the directors shall be requisite to and shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors. In the absence of a quorum, the directors present
at the time and place at which a meeting shall have been duly called may adjourn
the meeting from time to time and place to place until a quorum shall be
present.
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Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of the
directors shall be filled by the Board of Directors for a term of office
continuing on until the next election of directors by the stockholders.
Section 10. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, for attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity in receiving compensation therefor.
Section 11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 12. Electronic Presence. Except as may be otherwise restricted
by the Articles of Incorporation or by these Bylaws, members of the Board of
Directors or any committee designated by these 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 can hear each other at the same time, and participation by
such means shall constitute presence in person at a meeting.
Section 13. Action Without Meeting. Whenever the vote of the directors
is required to be taken in connection with any corporate action, the meeting and
vote may be dispensed with if all the directors who would be entitled to vote if
such meeting were held shall consent in writing to such action being taken.
Such consent shall have the same effect as a unanimous vote.
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Section 14. Ratification of Contracts, Transactions and Other Acts of
the Board of Directors. Any contract, transaction or act of the corporation or
of the directors or any committee, which shall be ratified by a majority of a
quorum of the stockholders of the corporation at any annual meeting, or at any
special meeting called for such purposes, shall, insofar as permitted by law, be
as valid and as binding as though ratified by every stockholder of the
corporation.
Section 15. Personal Interest of a Director in Act of Board. No contract
or other transaction between the corporation and any other corporation and no
act of the corporation shall in any way be affected or invalidated by the fact
that any of the directors or officers of the corporation are pecuniarily or
otherwise interested in or are directors of such other corporation; any director
individually or any firm of which any director may be a member, may be a party
to, or may be pecuniarily or otherwise interested in, any contract or
transaction of the corporation; provided that the fact that he or such firm is
so interested shall be disclosed or shall have been known to the Board of
Directors or such members thereof as shall be present at any meeting of the
Board at which action shall be taken upon any such contract or transaction; and
any director of the corporation who is also a director or officer of such other
corporation or who is interested, may be counted in determining the existence of
a quorum at any meeting of the Board of Directors of the corporation which shall
authorize such contract or transaction, and may vote thereat to authorize any
such contract or transaction, with like force and effect as if he were not such
director of officer of such other corporation or not so interested.
Section 16. Dividends and Finance. The Board of Directors shall have
power to fix and determine and to vary from time to time, where not inconsistent
with the Articles of Incorporation of this corporation, the amount of the
working capital of the corporation, the use and disposition of any surplus or
net profits over and above the capital stock paid in, the date or dates for the
declaration and payment of dividends, the amount of any dividend, the amount of
any reserves necessary in their judgment before declaring any dividends among
its stockholders, and the amount of the net profits of the corporation from time
to time available for dividends.
ARTICLE V.
OFFICERS
Section 1. Designation; Term; Vacancies. The officers of the corporation
shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and
such other officers as the Board of Directors may deem necessary from time to
time. Such officers shall have and perform the powers and duties usually
pertaining to their respective offices, the powers and duties respectively
prescribed
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by law and by these Bylaws and such additional powers and duties as may be
prescribed by the Board of Directors from time to time. The officers shall be
elected by the Board of Directors, and the President, Vice Presidents, Secretary
and Treasurer shall hold office until the regular annual meeting of the Board of
Directors following their election, or until their successors are elected and
qualified; provided that they, or any of them, may be removed at any time by the
affirmative vote of a majority of the whole board. All other officers, agents
and employees of the corporation shall hold office during the pleasure of the
board. Vacancies occurring among the officers of the corporation shall be filled
by the Board of Directors. Any two or more offices may be held by the same
person, except the offices of President and Secretary. However, when all of the
issued and outstanding stock of the corporation is owned by one shareholder, one
person may hold all or any combination of offices, including the offices of
President and Secretary.
Section 2. President. The President shall preside at all meetings of the
stockholders and, in the absence of a Chairman of the Board, at all meetings of
the Board of Directors at which he (unless some other meaning and intent is
apparent from the context, masculine, feminine and neuter words shall be used
interchangeably) may be present. Subject to the Board of Directors, he shall
have general charge of the entire business of the corporation. He may sign
certificates of stock and sign and seal bonds, debentures, contracts or other
obligations authorized by the Board and may, without previous authority of the
Board, make such contracts as the ordinary conduct of the corporation's business
requires. He shall have the usual powers and duties vested in the President of a
corporation. He shall have power to select and appoint all necessary officers
and employees of the corporation, except those selected by the Board of
Directors, and to remove all such officers and employees, except those selected
by the Board of Directors, and make new appointments to vacancies. He may
delegate any of his powers to a Vice President of the corporation. He shall at
all times be subject to the direction of the Board of Directors.
Section 3. Vice President. Each Vice President shall have the same
powers and duties as the President in the event of the latter's absence or
disability, and also such of the President's powers and duties as the President
may delegate to him from time to time, and shall have such other duties as may
be assigned to him by the Board of Directors.
Section 4. Secretary. The Secretary shall have custody of the seal of
the corporation and, when required by the Board of Directors or when any
instrument shall have been signed by the President or a Vice President, duly
authorized to sign the same, or when necessary to attest any proceedings of the
stockholders and directors, shall affix it to any instrument requiring the same
and shall attest the same with his signature; provided that the seal may
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be affixed by the President or Vice President or other officer of the
corporation to any document executed by either of them respectively on behalf of
the corporation which does not require the attestation of the Secretary. He
shall attend to the giving and serving of notices of meeting. He shall have
charge of such books and papers as properly belong to his office or as may be
committed to his care by the Board of Directors. He shall perform such other
duties as appertain to his office or as may be required by the Board of
Directors.
Section 5. Treasurer. The Treasurer shall have custody of such funds and
securities of the corporation as may come to his hands or be committed to his
care by the Board of Directors. Whenever necessary or proper, he shall endorse,
on behalf of the corporation, for collection, checks, notes or other
obligations, and shall deposit the same to the credit of the corporation in such
bank or banks or depositories as the Board of Directors or the President may
designate. He may sign receipts or vouchers for payments made to the
corporation, and the Board of Directors may require that such receipts or
vouchers shall also be signed by some other officer to be designated by them.
Whenever required by the Board of Directors, he shall render a statement of his
cash accounts and such other statements respecting the affairs of the
corporation as may be required. He shall keep proper and accurate books of
account. He shall perform all acts incident to the office of Treasurer, subject
to the control of the Board of Directors. At the time of electing anyone to the
office of Treasurer of the corporation, or thereafter, the Board of Directors
may waive any requirements of the statute that the Treasurer give a bond for
the faithful discharge of his duties.
Section 6. Assistant Officers. Each Assistant Officer shall be vested
with such powers and duties as may be delegated to him by the President or his
direct superior officer, and any act may be done or duty performed by an
Assistant Officer with like effect as though done or performed by the officer
for which he is an assistant, and shall have such other powers and perform such
other duties as may be assigned to him by the Board of Directors.
Section 7. Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
ARTICLE VI.
INDEMNIFICATION
Section l.
(a) Every person (and the heirs and personal representatives of such
person) who is or was a director or officer of the corporation or of any other
corporation in which he served as such at
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the request of the corporation and of which the corporation directly or
indirectly is a stockholder or creditor, or in which, or in the stocks, bonds,
securities, or other obligations of which, it is in anyway interested, may be
indemnified by the corporation in accordance with the provision of this Article
VI against any and all liability and reasonable expense (including, without
limitation, counsel-fees and disbursements, and amounts of judgment, fines or
penalties against, or amounts paid in settlement by, a director or officer) that
may be incurred by him in connection with or resulting from any claim, action,
suit, or proceeding, whether civil, criminal or administrative or in connection
with any appeal relating thereto, in which he may become involved, as a party or
otherwise or with which he may be threatened, by reason of his being or having
been a director or officer of the corporation or such other corporation, or by
reason of any action taken or omitted by him in his capacity as such director or
officer, whether or not he continues to be such at the time such liability or
expense shall have been incurred, provided that said person has not been
adjudged liable on the basis that personal benefit was improperly received by
him.
(b) Every person (and the heirs and personal representatives of such
person) referred to in paragraph (a), who has been wholly successful on the
merits with respect to any claim, action, suit or proceeding of the character
described in paragraph (a), shall be entitled to indemnification as of right.
(c) Except as provided in paragraph (b), any indemnification shall be
made:
(1) In the case of a claim, action, suit or proceedings other
than by or in the right of the corporation to procure a judgment in its favor,
only if the Board of Directors or the Executive Committee of such Board, acting
by a quorum consisting of directors who are not parties to such claim, action,
suit or proceeding, shall find, or independent legal counsel (who may be the
regular counsel of the corporation) shall render an opinion, that the director
or officer acted in good faith in what he reasonably believed to be the best
interests of the corporation or such other corporation, as the case may be, and,
in addition, in any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful; and
(2) In the case of a claim, action, suit or proceeding by or in
the right of the corporation to procure a judgment in its favor, only if the
Board of Directors or the Executive Committee of such Board, acting by a quorum
consisting of directors who are not parties of such claim, action, suit or
proceeding, shall find, or independent legal counsel (who may be the regular
counsel of the corporation) shall render an opinion, that the director or
officer acted in good faith in what he reasonably believed to be the best
interests of the corporation or such other corporation, as the case
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may be; provided, however, that no indemnification under this subsection (2)
shall be made with regard to (i) matters as to which any such director or
officer shall be finally adjudged to be liable for negligence or misconduct in
the performance of duty, or (ii) amounts paid, or expenses incurred, in
connection with the settlement of any such claim, action, suit or proceeding,
without approval of a court of competent jurisdiction.
For the purpose of subsection (1), the termination of any
claim, action, suit or proceeding, civil, criminal or administrative, by
judgment, settlement (either with or without court approval) or conviction, or
upon a plea of guilty or of nolo contendere, or its equivalent, shall not create
a presumption that a director or officer did not meet the standards of conduct
set forth in such subsection.
(d) Expenses incurred with respect to any claim, action, suit or
proceeding of the character described in paragraph (a) may be advanced by the
corporation prior to the final disposition thereof upon receipt of any
undertaking by or on behalf of the recipient to repay such amount unless it
shall be ultimately determined that he is entitled to indemnification hereunder.
The rights of indemnification provided in this Article VI shall be in addition
to any rights to which any such director, officer or other person may otherwise
be entitled by contract or as a matter of law. Each person who shall act as a
director or officer of the corporation or of any other corporation referred to
in paragraph (a) shall be deemed to be doing so in reliance upon the right of
indemnification provided for herein.
(e) The corporation may purchase and maintain insurance on behalf of any
person who is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in such capacity, or arising
out of his status as such, whether or not the corporation would have the power
to indemnify him against such liability under the provisions of this Article.
ARTICLE VII.
COMMITTEES
Section 1. Executive Committee. The Board of Directors may appoint two or
more of their members as an-Executive Committee, which shall have and may
execute, to the full extent permitted by law, all of the powers of the Board of
Directors when the Board of Directors is not in session, except that no such
committee shall have the authority to: (1) declare dividends or distributions,
except at a rate or in a periodic amount determined by the Board of
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Directors, (2) approve or recommend to shareholders actions or proposals
required by statute to be approved by shareholders, (3) fill vacancies on the
Board of Directors or any committee thereof, (4) amend the Bylaws, (5) authorize
or approve the reacquisition of shares unless pursuant to general formula or
method specified by the Board of Directors, (6) fix compensation of any director
for serving on the Board of Directors or on any committee, (7) approve a plan of
merger, consolidation or exchange of shares not requiring shareholder approval,
(8) reduce earned or capital surplus, or (9) appoint other committees of the
Board of Directors or the members thereof. The Executive Committee shall elect
one of its members to act as Chairman thereof. Vacancies in the Executive
Committee shall be filled by the Board of Directors. Meetings of the Executive
Committee shall be held at any time and place on unanimous consent of all of the
members thereof, or which shall be fixed in a notice of meeting thereof signed
by the Chairman of the Executive Committee, given in person, by mail, or by
telegraph twenty-four (24) hours in advance of the meeting to all members of the
Executive Committee who have not signed the notice and who are not present at
the meeting. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors from time to time.
During the temporary absence of a member of the Executive Committee, the
remaining members of the Executive Committee may appoint a member of the Board
of Directors to act in the place and stead of such member of the Executive
Committee temporarily absent, and the acts of such member of the Board of
Directors so appointed shall be of the same force and effect as if such member
had originally been appointed on such Executive Committee.
Section 2. Other Committees. The Board of Directors may also appoint such
other and further committees and subcommittees as they may determine, and
delegate such duties as may be determined and are not inconsistent with law.
ARTICLE VIII.
STOCK
Section 1. Certificates Representing Shares. The shares of the corporation
shall be represented by certificates signed by the President or a Vice President
and the Secretary or an Assistant Secretary of the corporation, and may be
sealed with the seal of the corporation or a facsimile thereof. The signatures
of the President or Vice President and the Secretary or Assistant Secretary upon
a certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation itself
or an employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.
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Every certificate representing shares issued by the corporation, if it
is authorized to issue shares of more than one class, shall set forth upon the
face or back of the certificate, or shall state that the corporation will
furnish to any stockholder upon request and without charge, a full statement of
the designations, preferences, limitations and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed determined and the authority of the Board of Directors to fix
and determine the relative rights and preferences of subsequent series.
Each certificate representing shares shall state upon the face thereof:
(1) That the corporation is organized under the laws of this
state;
(2) The name of the person to whom issued;
(3) The number and class of shares, and the designation of the
series, if any, which such certificate represents; and
(4) The par value of each share represented by such certificate,
or a statement that the shares are without par value.
No certificate shall be issued for any share until such share is
fully paid.
Section 2. Certificate Identification and Transfer. All certificates for
shares shall be consecutively numbered or otherwise identified, and all evidence
of issue as provided in Section 1 above shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be cancelled, and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, 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 of Directors may prescribe.
Section 3. Transfer of Shares. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of the
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation and the
transfer agent of the corporation, and on surrender for cancellation of the
certificate for such shares. The
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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.
Section 4. Addresses of Stockholders. Every stockholder shall furnish
the corporation with an address to which notices of meetings and all other
notices may be served upon or mailed to him, and in default thereof, notices may
be addressed to him at his last known address or at the principal office of the
corporation.
ARTICLE IX.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS
Section 1. Contracts. The Board of Directors or the Executive Committee
may authorize any officer or officers, fiscal agent or other agent or employee
of the corporation to enter into any contract or execute or deliver any
instrument in the name of or behalf of the corporation, and such authority may
be general or confined to specific instances; and, unless so authorized by the
Board of Directors, the Executive Committee or these Bylaws, no officer, fiscal
or other agent or employee of the corporation shall have any power or authority
to bind the corporation by any contract or engagement or to pledge its credit or
to render it liable for any purpose.
Section 2. Loans. Any officer or agent of the corporation hereafter
authorized by the Board of Directors or the Executive Committee may negotiate
loans and advances for the corporation from any bank, trust company or other
institution or from any firm, corporation or individual, and for such loans and
advances, when authorized by the Board of Directors, may make, execute and
deliver promissory notes or other evidence of indebtedness of the corporation,
and pledge, hypothecate or transfer, as security for the payment thereof,
securities or other property at any time held by the corporation. No loans shall
be contracted on behalf of the corporation, and no notes or other evidences of
the indebtedness shall be issued in its behalf unless and except as authorized
by the Board of Directors or the Executive Committee.
Section 3. Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such bank or trust
companies or with such bankers or other depositories in the United States or
elsewhere as the Board of Directors or the Executive Committee may approve.
Section 4. Checks, Drafts, Etc. All notes, drafts, acceptances, checks,
endorsements or other evidences of indebtedness shall be signed by such
individuals or agents as may be designated from time to time by resolution of
the Board of Directors or the Executive Committee for that purpose. Endorsements
for
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deposit to the credit of the corporation in any of its duly authorized
depositories may be made by an individual or agent who may be designated by
resolution of the Board of Directors or the Executive Committee for that
purpose.
ARTICLE X.
WAIVER OF NOTICE
Whenever any notice is required to be given to any stockholder or director
of the corporation under the provisions of these Bylaws or under the provisions
of the Articles of Incorporation or under the provisions of the Washington
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI.
AMENDMENTS
The Board of Directors shall have the power to alter, amend or repeal
Bylaws, except with respect to Bylaws for which stockholder approval is required
by law; and, subject to the power of stockholders owning a majority of the stock
issued or outstanding and entitled to vote at any regular or special meeting of
stockholders, to change or repeal such Bylaws.
ARTICLE XII.
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December
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