1
EXHIBIT 3.2
BYLAWS
OF
COUNTRY MAID FINANCIAL, INC.
A WASHINGTON CORPORATION
ADOPTED MAY 1, 1999
1.0 OFFICES
1.1 The registered office of Country Maid Financial, Inc. in the
State of Washington shall be Jones Law Group, PLLC, 2300 130th Avenue NE, Suite
A-103, Bellevue, Washington 98005. The Corporation may establish other offices
either within or without the State of Washington, at such place or places as the
Board of Directors may from time to time appoint or the business of the
Corporation may require.
2.0 BOARD OF DIRECTORS
2.1 General Powers and Duties. Subject to the provisions of the
Revised Code of Washington and any limitations in the Articles of Incorporation
or these Bylaws relating to action required to be approved by the stockholders
or by the outstanding shares, the business and affairs of the Corporation shall
be managed and all corporate powers shall be exercised by or under the direction
of the Board of Directors. The Board of Directors may elect any member of the
Board as Chairman. He shall, if present, preside at all meetings of the Board of
Directors. He shall have other powers and duties as the Board prescribes, but
shall not be considered an officer of the Corporation by virtue of his duties as
Chairman.
2.2 Number, Tenure and Qualifications. The number of Directors of
the Corporation shall be no fewer than one (1) nor more than nine (9). The
number of Directors may at any time be increased or decreased by the Directors
or by the shareholders at any regular or special meeting provided that no
decrease shall have the effect of shortening the term of any incumbent Director
except as otherwise provided in these Bylaws. Directors shall be elected at the
annual meeting of shareholders, and except as provided below in this section,
the term of office of each Director shall be until the next annual meeting of
shareholders and the election and qualification of his successor. Any
directorship to be filled by reason of an increase in the number of Directors
may be filled by the Board of Directors for a term of office continuing only
until the next election of Directors, or by shareholders for the term of office
associated with the class to which Directors are elected. Directors need not be
shareholders of the Corporation or residents of the State of Washington.
If there are three or more directors, the Board of Directors may be
divided into three classes, Class I, Class II and Class III, which shall be as
nearly equal in number as possible. Each Director shall serve for a term ending
on the date of the third annual meeting following the annual meeting at which
the Director was elected; provided that each initial Director in Class I shall
hold office until the first annual meeting of shareholders; each initial
Director in Class II shall hold office until the second annual meeting of
shareholders, and each initial director in Class III shall hold office until the
third annual meeting of shareholders. Not withstanding the foregoing provisions,
each director shall serve until his or her successor is duly elected and
qualified or until his or her death, resignation or removal.
2
2.3 Regular Meetings. A regular meeting of the Board of Directors
shall be held without notice other than the notice given by these Bylaws
immediately after and at the same place as the annual meeting of shareholders.
Additional regular meetings shall be held at the principal office of the
Corporation in the absence of any designation in the resolution.
2.4 Special Meetings. Special meetings of the Board of Directors for
any purpose or purposes may be called by or at the request of the President,
Chairman of the Board or any two directors, and shall be held at the principal
place of business of the Corporation or at any other place as the Directors may
determine.
2.5 Action of Directors by Communications Equipment. Any regular or
special meeting of the Directors may be called and held over telephone or other
electronic means, and communication from a Director by telephone or other
electronic means constitutes attendance at the meeting so held.
2.6 Notice. Notice of any special meeting shall be given at least
forty-eight (48) hours before the time fixed for the meeting, by written or oral
notice delivered personally or mailed to each Director at his business address,
by facsimile, by telegram, or by teletype, wire or wireless equipment which
transmits a facsimile of the notice. If mailed, the notice shall be deemed to be
delivered when deposited in the United States mail, with postage prepaid, not
less than five (5) days prior to the commencement of the above stated notice
period. If notice is given by telegram, the 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 the meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was 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 the
meeting.
2.7 Quorum. Except as otherwise required by law, a majority of the
number of Directors fixed by these Bylaws, or as amended, shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than a majority is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without further notice. At an
adjourned meeting at which a quorum is present or represented, any business may
be transacted that might have been transacted at the meeting as originally
notified. The Directors present at the duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Directors to leave less than a quorum, if any action taken is approved by at
least a majority of the remaining Directors.
2.8 Board Decisions. 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. However, an actual majority shall be required for:
(a) Recommending to the shareholders an amendment to the
Articles of Incorporation;
(b) Adopting a plan of merger or consolidation;
(c) Recommending to the shareholders the sale, lease,
exchange, mortgage, pledge, or other disposition of all or substantially
all the property and assets of the Corporation other than in the usual
and regular course of its business;
(d) Recommending to the shareholders a voluntary dissolution
of the Corporation or a revocation of the Corporation;
(e) Amending the Bylaws of the Corporation;
2
3
(f) Filling vacancies on the Board of Directors;
(g) Authorizing or approving reacquisition of shares, except
according to a formula or method prescribed by the Board of Directors;
(h) Authorizing or approving the issuance, sale or contract
for sale of shares, or determining the designation and relative rights,
preferences and limitations of a class or series of shares, except that
the Board of Directors may authorize a committee to do so within the
limits specifically prescribed by the Board of Directors.
2.9 Vacancies. Any vacancy occurring in the Board of Directors,
including one created by an increase in the number of Directors, shall be filled
by the affirmative vote of a majority of the remaining Directors, though less
than a quorum of the Board of Directors, or by a sole remaining Director. A
Director elected to fill a vacancy not created by an increase in the number of
Directors shall be elected for the unexpired term of his predecessor in office.
A Director elected to fill a vacancy created by an increase in the number of
directors shall be elected for a term of office continuing until the next
election of Directors.
2.10 Board Action By Written Consent Without A Meeting. Unless
otherwise restricted by the Articles of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the board or committee, as the case may be, consent thereto in
writing and the written consent signed by each director is filed with the
minutes of proceedings of the board or committee. Written consents representing
actions taken by the Board of Directors or committee may be executed by telex,
telecopy or other facsimile transmission and such facsimile shall be valid and
binding to the same extent as if it were an original.
2.11 Compensation. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of the Directors or reimburse the Directors for their
expenses, if any, for attendance at each meeting of the Board of Directors,
including 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 and receiving compensation
therefor.
2.12 Presumption of Assent. A Director 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 of the meeting or shall forward his dissent by registered
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a Director who voted in
favor of the action.
2.13 Approval of Loans to Officers. The Corporation may lend money
to, or guarantee any obligation of, or otherwise assist any officer or other
employee of the Corporation or of its subsidiary, including any officer or
employee who is a director of the Corporation or its subsidiary, whenever, in
the judgment of the Directors, such loan, guaranty or assistance may reasonably
be expected to benefit the Corporation. The loan, guaranty or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the Corporation. Nothing in this section contained shall
be deemed to deny, limit or restrict the powers of guaranty or warranty of the
Corporation at common law or under any statute.
3
4
2.14 Executive Committee. By resolution passed by a majority of the
entire Board of Directors, the Board of Directors may designate one (1) or more
committees, each committee to consist of one (1) or more Directors, to
constitute an executive committee to the extent provided in the resolution and
shall have and may exercise all the authority of the Board of Directors in the
management of the Corporation, but no such committee shall have the power or
authority to:
(a) Recommend to the shareholders the amendment to the
Articles of Incorporation;
(b) Adopt a plan of merger or consolidation;
(c) Recommend to the shareholders the sale, lease, exchange,
mortgage, pledge, or other disposition of all or substantially all the
property and assets of the Corporation otherwise than in the usual and
regular course of its business;
(d) Recommend to the shareholders a voluntary dissolution of
the Corporation or a revocation of the Corporation;
(e) Amend the Bylaws of the Corporation.
(f) Fill vacancies on the Board of Directors;
(g) Authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board of Directors;
(h) Authorize or approve the issuance, 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 of Directors may authorize a committee to do so within the
limits specifically prescribed by the Board of Directors;
(i) Take any action expressly required by the Revised Code
of Washington to be submitted to shareholders of the Corporation for
approval.
2.15 Standards of Conduct for Directors. A Director shall discharge
the duties of a Director, including the duties as a member of a committee, in
good faith, with the care an ordinarily prudent person in a like position would
exercise under similar circumstances and in a manner the Director reasonably
believes to be in the best interests of the Corporation.
In discharging the duties of a Director, a Director is entitled to rely
in good faith upon information, opinions, reports or statements, including
financial statements and other financial data, if prepared or presented by (1)
an officer or employee of the Corporation whom the Director reasonably believes
to be reliable and competent in the matters presented; (2) legal counsel, public
accountants or other persons as to matters the Director reasonably believes are
within the professional or expert competence of such legal counsel, public
accountants or other persons who have been selected with reasonable care by or
on behalf of the Corporation; or (3) a committee of the Board of Directors of
which the Director is not a member if the Director reasonably believes the
committee merits confidence.
A Director is not liable for any action taken as a Director, or any
failure to take any action, if the Director performed the duties of the
Director's office in compliance with these Bylaws.
4
5
3.0 SHAREHOLDERS
3.1 Annual Meeting. The annual meeting of the shareholders of the
Corporation shall be held on such date, time and in such place, either within or
without the State of Washington, as may be designated by resolution of the Board
of Directors each year. At the meeting, directors shall be elected and any other
proper business may be transacted.
3.2 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors and shall be called by the President
at the request of the holders of not less than a majority of the outstanding
shares of the Corporation entitled to vote at the meeting.
3.3 Place of Meeting. The Board of Directors may designate any place
within or outside of the State of Washington as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by a majority of shareholders entitled to vote at a
meeting may designate any place, either within or without the State of
Washington, as the place for the holding of the meeting.
3.4 Notice of Meeting. Written or printed notice stating the place,
day and hour 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 sixty (60) days, except as otherwise required by statute,
before the date of the meeting, either personally or by mail, by or at the
direction of the President, Secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at the meeting. If
mailed, the notice shall be deemed to be delivered when deposited in the United
States mail with postage prepaid, addressed to the shareholder at his address as
it appears on the stock transfer books of the Corporation. Any shareholder may
waive notice of any meeting by written notice signed by him or his duly
authorized attorney-in-fact, either before or after the meeting.
3.5 Record Date. For the purpose of determining the shareholders
entitled to notice of, or to vote at, any meeting of shareholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors and which record date shall not be more
than sixty (60) days nor less than ten (10) days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day preceding the date of
notice, or if notice is waived, at the close of business on the day preceding
the date of the meeting. Written notice of any meeting of shareholders, if
mailed, is given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary of the
Corporation shall, in the absence of fraud, be prima facie evidence of the facts
stated therein. A determination of shareholders of record entitled to notice of
or to vote at a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
For the purpose of determining the shareholders entitled to consent to
any corporate action of the Corporation in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than ten (10) days after the
date upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining shareholders entitled to consent to corporate action
of the Corporation in writing without a meeting, when no prior action by the
Board of Directors is required under Washington law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation. If no record date has been fixed by the
5
6
Board of Directors and prior action by the Board of Directors is required under
Washington law, the record date for determining which shareholders are entitled
to consent to corporate action of the Corporation in writing without a meeting
shall be at the close of business on the day on which the Board of Directors
adopts a resolution taking such prior action.
For the purpose of determining the shareholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
shareholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which date shall be not more that sixty (60) days prior to such action. If
no record date is fixed, the record date for determining shareholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
3.6 Quorum. Forty percent (40%) 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. If less than forty percent
(40%) of the outstanding shares is represented at a meeting, then either (a) the
Chairman of the meeting or (b) a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At the adjourned
meeting at which a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified. 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 a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders.
3.7 Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. The proxy shall be filed with the Secretary of the Corporation
before or at the time of the meeting. Any solicitation of proxies by the
Directors or management of the Corporation shall be made by mailing the proxies
by certified mail or providing them to the shareholder in an alternative
acceptable manner at least not less than ten (10) days nor more than sixty (60)
days before the date of the meeting for which the proxies are solicited. Each
shareholder as of the record date shall receive a proxy. Proxies shall describe
the location and purpose of the meeting and the matter or business for which the
proxy is solicited. No proxy shall be valid after eleven (11) months from the
date it is received by the secretary of the Corporation or other officer or
agent authorized to tabulate votes unless otherwise provided in the proxy.
3.8 Voting of Shares. Subject to the provisions of any applicable
law, each outstanding share entitled to vote shall be entitled to one vote on
each matter submitted to a vote at a meeting of the shareholders. No shareholder
shall be entitled to cumulate his votes for election of directors.
3.9 Consent to Action. Any action which may be taken at a meeting of
the shareholders may be taken without a meeting if a consent in writing setting
forth the action so taken is signed in original, facsimile or counterpart form
by shareholders holding at least a majority of the voting power.
3.10 Action of Shareholders by Communications Equipment. Shareholders
may participate in a meeting of shareholders by means of telephonic device by
means of which all persons participating in the meeting can hear each other at
the same time, and participation by these means shall constitute presence in
person at a meeting.
6
7
3.11 Shareholder's Right of Inspection. Any shareholder, in person or
by attorney or other agent, upon written demand under oath stating the purpose
thereof, has the right during usual hours for business to inspect for any proper
purpose the Corporation's stock ledger, a list of its shareholders, and its
other books and records and to make copies or extracts therefrom.
4.0 OFFICERS
4.1 Number. The officers of the Corporation shall be a Chief
Executive Officer, President, none, one or more Vice Presidents (the number of
Vice Presidents to be determined by the Board of Directors), a Secretary, a
Chief Financial Officer, a Controller and a Treasurer each of whom shall be
elected by the Board of Directors. Other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board of Directors. Any
two or more offices may be held by the same person.
Each officer has the authority and shall perform the duties set forth in
these Bylaws or, to the extent consistent with these Bylaws, the duties
prescribed by the Board of Directors or by direction of an officer authorized by
the Board of Directors to prescribe the duties of other officers.
4.2 Election and Term of Office. The officers of the Corporation to
be elected by the Board of Directors shall be elected annually at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers is not held at the meeting, the
election shall be held as soon thereafter as is convenient. Each officer shall
hold office until his successor has been duly elected and qualifies or until his
death or until he resigns or is removed in the manner provided by these Bylaws.
4.3 Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation would be served by that removal, but the
removal shall be without prejudice to the contractual rights, if any, of the
person so removed.
4.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term in the manner prescribed by
these Bylaws for the regular election or appointment of such office.
4.5 Standards of Conduct for Officers. An officer with discretionary
authority shall discharge the duties of an officer under that authority in good
faith, with the care an ordinarily prudent person in a like position would
exercise under similar circumstances, and in a manner the officer reasonably
believes to be in the best interests of the Corporation.
In discharging the duties of an officer, an officer is entitled to rely
in good faith upon information, opinions, reports or statements, including
financial statements and other financial data, if prepared or presented by (1)
an officer or employee of the Corporation whom the officer reasonably believes
to be reliable and competent in the matters presented or (2) legal counsel,
public accountants or other persons as to matters the officer reasonably
believes are within the professional or expert competence of such legal counsel,
public accountants or (3) other persons who have been selected with reasonable
care by or on behalf of the Corporation.
An officer is not acting in good faith if the officer has knowledge
concerning the matter in question that makes reliance otherwise permitted by
these Bylaws unwarranted.
An officer is not liable for any action taken as an officer, or any
failure to take any action, if the officer performed the duties of the office in
compliance with these Bylaws.
If any certificate or report made or public notice given by an officer
of the Corporation shall be
7
8
false or fraudulent in any material representation, any officer knowingly and
intentionally signing the same shall be jointly and severally and personally
liable to any person who has become a creditor or stockholder of the Corporation
upon the faith of any such material representation therein to the amount of the
debt contracted upon the faith thereof if not paid when due, or the damage
sustained by any purchaser of or subscriber to its stock upon the faith thereof.
The liability imposed by this section shall exist in all cases where the
contents of any such certificate, report or notice of any material
representation therein shall have been communicated either directly or
indirectly to the person so becoming a creditor or stockholder and he became
such creditor or stockholder upon the faith thereof.
4.6 Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, at all meetings of the Board of Directors.
He shall have ultimate responsibility and authority for management including but
not limited to, the power to appoint committees, officers, agents or employees
from time to time as he may, in his discretion, decide is appropriate to assist
in the conduct of the affairs of the Corporation. He shall enforce these Bylaws
and generally shall supervise and control the business, affairs and property of
the Corporation. He shall have general and active supervision over the
Corporation's officers and may sign, execute and deliver in the name of the
Corporation corporate documents, instruments, powers of attorney, contracts,
bonds and other obligations.
4.7 Powers and Duties of the President. The President shall have the
authority and perform such duties as the Board of Directors authorizes or
directs. If no Chief Executive Officer has been appointed, or in the event of
the death of the Chief Executive Officer or his or her inability to act, the
President shall perform the duties of the Chief Executive Officer, except as may
be limited by resolution of the Board, with all the powers of, and subject to
all of the restrictions upon, the Chief Executive Officer.
4.8. Duties of the Vice President(s). The Vice President(s) shall
have the authority and perform duties as the Board of Directors or Chief
Executive Officer may authorize or direct.
4.9 Duties of the Secretary. The Secretary shall subscribe the
minutes of all meetings of the shareholders and the Board of Directors. He shall
mail notices to the shareholders and the Directors of the Corporation of the
holding of any meeting as prescribed by these Bylaws. If the Corporation has a
seal, the secretary shall be the custodian of the seal and shall affix it to
minutes, notices or other instruments executed by the Corporation as required.
He shall have the authority and perform other duties as the Board of Directors
or Chief Executive Officer may authorize or direct.
4.10 Duties of the Assistant Secretary. The Assistant Secretary, in
the event of the appointment of an assistant secretary by the Board of
Directors, shall, in the Secretary's absence or in the case of the Secretary's
inability to act or in case it shall be inconvenient for the Secretary to so
act, perform the duties of the secretary as may be necessary. He shall have the
authority and perform other duties as the Board of Directors or Chief Executive
Officer may authorize or direct.
4.11 Duties of the Chief Financial Officer. The Chief Financial
Officer for the Corporation shall have charge of and be responsible for all
funds and securities belonging to the Corporation and shall keep and deposit the
funds for and on behalf of the Corporation in a bank or banks to be designated
by the Board of Directors. In the absence of a designation he may select the
bank or banks in which to deposit the funds. He shall have the authority and
perform other duties as the Board of Directors or Chief Executive Officer may
authorize or direct.
4.12 Duties of the Controller. The Controller for the Corporation
shall be charged with
8
9
certain duties in relation to the fiscal affairs of the Corporation, principally
to examine and audit the accounts, to keep records, and report the financial
situation from time to time. He shall have the authority and perform other
duties as the Board of Directors may authorize or direct.
4.13 Duties of the Treasurer. The Treasurer shall have the authority
and perform such duties as the Board of Directors authorize or direct.
4.14 Subordinate Officers and General Managers. The Board of
Directors may create subordinate offices and employ subordinate officers or
agents as it from time to time deems expedient and may fix the compensation of
the officers or agents and define their powers and duties, provided the powers
and duties do not constitute a delegation of the authority as is reposed in the
Directors by law, which shall be exercised and performed exclusively by them.
The Board of Directors shall also have the power to appoint a General Manager,
who shall hold office at the pleasure of the Board. The Board of Directors shall
have the power to delegate to the General Manager the executive power and
authority as it may deem necessary to facilitate the handling and management of
the Corporation's property and interests.
4.15 Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving a salary by reason of the fact that he is also a Director of the
Corporation.
5.0 CONTRACTS, CORPORATE FUNDS, LOANS, CHECKS AND DEPOSITS
5.1 Contracts. Without limiting any powers elsewhere granted by
these Bylaws to the President or other officer of the Corporation, the Board of
Directors may authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Corporation, and the authority may be general or confined to specific
instances.
5.2 Corporate Funds. All funds of the Corporation shall be under the
supervision of the Board of Directors and shall be handled and disposed of in
the manner and by the officers or agents of the Corporation as provided in these
Bylaws or as the Board of Directors may authorize by proper resolutions from
time to time.
5.3 Loans. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. The authority may be general or
confined to specific instances.
5.4 Checks, Drafts or Orders. All checks, drafts, or other orders
for the payment of money, notes, or other evidence of indebtedness issued in the
name of the Corporation shall be signed by an officer or officers, agent or
agents of the Corporation and in a manner as shall from time to time be
determined by resolution of the Board of Directors.
5.5 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in banks,
trust companies, or other depositories as the Board of Directors may in its
discretion select.
9
10
6.0 CERTIFICATES FOR SHARES; TRANSFERS
6.1 Certificates for Shares. Certificates representing shares of the
Corporation shall be in a form as shall be determined by the Board of Directors.
The certificates shall be signed by the President or a Vice President, if any.
If the Corporation has more than one shareholder, the certificate shall also be
signed by the Treasurer, the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented by the
certificates are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be canceled and no new
certificate shall be issued until the former 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 on the terms and
indemnity to the Corporation as the Board of Directors may prescribe.
6.2 Registrar. The registrar is the person designated by the
Corporation to keep official shareholder records, including names and addresses
of shareholders and number of shares owned. The registrar may hold one or more
offices or no offices of the Corporation.
6.3 Transfer of Shares. Transfer of shares of the Corporation shall
be made in the manner specified in the Uniform Commercial Code. The Corporation
shall maintain stock transfer books and any transfer shall be registered only on
request and surrender of the stock certificate representing the transferred
shares, duly endorsed. The Corporation shall have the absolute right to
recognize as the owner of any shares of stock issued by it, the person or
persons in whose name the certificate representing the shares stands according
to the books of the Corporation for all proper Corporation purposes, including
the voting of the shares represented by the certificate at a regular or special
meeting of shareholders, and the issuance and payment of dividends on the
shares.
6.4 Shares of Another Corporation. Shares owned by the Corporation
in another corporation, domestic or foreign, may be voted by an officer, agent
or proxy as the Board of Directors may determine or, in the absence of a
determination, by the President of the Corporation.
6.5 Subscriptions. Subscriptions to the shares shall be paid at
times and in installments as the Board of Directors may determine. The Board of
Directors may adopt resolutions prescribing penalties for default on
subscription agreements.
7.0 FISCAL YEAR
7.1 The fiscal year of the Corporation is the calendar year unless
otherwise changed by the Board of Directors. The Board of Directors may change
the fiscal year of the Corporation from time to time.
8.0 DIVIDENDS
8.1 Subject to the restrictions of the Revised Code of Washington,
the Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by law and its Articles of Incorporation.
10
11
9.0 SEAL
9.1 The Board of Directors may adopt a corporate seal, which shall
be circular in form and shall have inscribed on it the name of the Corporation,
the year incorporated, the state of incorporation and the words "corporate
seal." The seal shall be stamped or affixed to documents as may be prescribed by
law or by the Board of Directors.
10.0 CONFLICT OF INTEREST
10.1 No contract or other transaction between the Corporation and one
or more of its Directors or any other corporation, firm, association or entity
in which one or more of its Directors are directors or officers or are
financially interested, shall be either void or voidable because of the
relationship or interest or because the Director or Directors are present at the
meeting of the Board of Directors or a committee of Directors which authorizes,
approves or ratifies a contract or transaction or because his or their votes are
counted for that purpose, if:
(a) The material facts of a relationship or interest are
disclosed or known to the Board of Directors or committee which in good
faith authorizes, approves or ratifies the contract or transaction by a
vote or consent sufficient for the purpose without counting the votes or
consents of the interested Director(s); or
(b) The material facts of a relationship or interest is
disclosed or known to the shareholders entitled to vote and they in good
faith authorize, approve or ratify a contract or transaction by vote or
written consent; or
(c) The contract or transaction is fair and reasonable as to
the Corporation at the time it is authorized, approved and ratified by
the Board of Directors, committee designated by the Board of Directors,
or the shareholders.
11.0 NOTICE AND CONSENT
11.1 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 by law, a waiver in writing, signed in
original, facsimile or counterpart by the person or persons entitled to notice,
whether before or after the time stated in the notice, shall be deemed
equivalent to the giving of a notice. Any shareholder or Director may waive
notice of any meeting by a notice signed by him or his duly authorized attorney,
either before or after the meeting. Attendance of a shareholder or Director of
the Corporation at a meeting shall constitute waiver of notice of a meeting
except where a shareholder or Director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or adjourned.
11.2 Consent to Action. Any action which may be taken at a meeting of
the shareholders, may be taken without a meeting if a consent in writing setting
forth the action so taken is signed in original, facsimile or counterpart by
shareholders holding at least a majority of the voting power. Any action which
may be taken at a meeting of the Board of Directors may be taken without a
meeting if written consent is signed by all members of the Board or Directors
entitled to vote on the action. The consent shall have the same force and effect
as a unanimous vote of the shareholders or Directors. Notice requirements of
these Bylaws which apply to meetings of shareholders and Directors are deemed
waived by all Directors and shareholders if a Consent to Action is signed in
lieu of holding an actual meeting.
11
12
12.0 RESTRICTIONS ON TRANSFER
12.1 Transfer of shares. No securities of this Corporation or
certificates representing the securities shall be transferred in violation of
any law or of any restriction on transfer set forth in the Articles of
Incorporation or amendments to the Articles, or the Bylaws; or contained in any
buy/sell agreements, right of first refusal, or other agreement restricting a
transfer which has been executed by the Corporation, or filed with the Secretary
of the Corporation and signed by the parties to the agreement. The Corporation
shall not be bound by any restrictions not so filed and noted.
12.2 Restrictive Legend. The Corporation and any party to any
agreement shall have the right to have a restrictive legend imprinted upon any
of the certificates and any certificates issued in replacement or exchange or
with respect to them.
13.0 AMENDMENTS
13.1 Except as expressly reserved to the Board of Directors by the
Revised Code of Washington for certain modifications, the power to alter, amend
or repeal the Articles of Incorporation is vested exclusively in the
shareholders and must be approved by a majority vote of all classes of
shareholders having the right to vote. Unless the board determines that, because
of a conflict of interest or other special circumstances, it should make no
recommendation to the shareholders, amendments to the Corporation's Articles of
Incorporation shall be recommended to the shareholders by the Board of
Directors.
13.2 Changes in and additions to the Bylaws by the Board of Directors
shall be reported to the shareholders at their next regular or special meeting
and shall be subject to the approval or disapproval of the shareholders at the
meeting. If no action is then taken by the shareholders on a change in or
addition to the Bylaws, the change or addition shall be deemed to be fully
approved and ratified by the shareholders.
14.0 INDEMNIFICATION AND LIABILITY
14.1 Indemnification of Directors. The Corporation shall indemnify
officers and Directors to the fullest extent possible under Washington law,
against expenses (including attorney's fees), judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with any
proceeding, arising by reason of the fact that such person is or was an agent of
the Corporation. For purposes of this section, a "director" or "officer" of the
Corporation includes any person (a) who is or was a director or officer of the
corporation, (b) who 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, or (c) who was a director or officer of a corporation which
was a predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation.
14.2 Neither the Corporation, its Directors nor its officers will be
in any way liable to the shareholders where legal counsel has been relied on in
a matter.
14.3 Indemnification of Others. The Corporation shall have the power,
to the maximum extent and in the manner permitted by the Revised Code of
Washington, to indemnify each of its employees and agents (other than directors
and officers) against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the Corporation. For purposes of this section, an "employee" or "agent"
of the Corporation (other than a director or officer) includes any person (a)
who is or was an employee or agent of the Corporation, (b) who is or was serving
12
13
at the request of the Corporation as an employee or agent of another corporation
partnership, joint venture, trust or other enterprise, or (c) who was an
employee or agent of a Corporation which was a predecessor corporation of the
Corporation or of another enterprise at the request of such predecessor
corporation.
CERTIFICATION AS TO THE BYLAWS OF THE CORPORATION
I, the undersigned, being the Secretary of the Corporation do hereby
certify the foregoing to be the Bylaws of the Corporation.
Mark D. Owen, Secretary
13