EXHIBIT 3.2
BYLAWS OF BARRETT BUSINESS SERVICES, INC.
ARTICLE I. STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders
shall be held at 10:00 a.m., on the third Thursday in May of each year
commencing in 1995, or at such other time and date in May of each year as the
board of directors may establish, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, may be called by the president or
by the board of directors, and shall be called by the secretary upon written
request by stockholders entitled to cast 25 percent of all votes entitled to
be cast at the meeting stating the purpose of the meeting and the matters
proposed to be acted upon at the meeting and upon payment by such stockholders
to the corporation of the costs of the notice of the meeting. Notwithstanding
the foregoing, a special meeting need not be called by the secretary to
consider any matter which is substantially the same as a matter voted on at
any special meeting of the stockholders held during the preceding 12 months
unless requested by stockholders entitled to cast a majority of all votes
entitled to be cast at the meeting.
Section 3. Place of Meeting. The place of meeting for all annual
and special meetings of the stockholders shall be such place within the United
States as shall be determined by the board of directors. In the absence of
any such determination, all meetings of stockholders shall be held at the
principal office of the corporation in the state of Oregon.
Section 4. Notice of Meeting; Waiver. Written or printed notice
stating the place, day, and hour of the meeting and, in case of a special
meeting or if otherwise required by law, the purpose or purposes for which the
meeting is called, shall be given by the secretary not earlier than 90 nor
less than 10 days before the date of the meeting, either personally or by
mail, to each stockholder of record entitled to vote at or to receive notice
of such meeting. If given personally, such notice shall be effective when
delivered to the stockholder or when left at the stockholder's residence or
usual place of business. If given by mail, such notice shall be effective
when deposited in the United States mail, addressed to the stockholder at his
or her address as shown in the corporation's current record of stockholders,
with postage thereon prepaid. A stockholder entitled to notice of a meeting
waives such notice if he or she is present at the meeting in person or by
proxy. A written waiver of notice of a meeting signed by a stockholder
entitled to such notice, whether before or after the time stated therein,
which is filed with the records of stockholders meetings, shall be equivalent
to the giving of such notice. A meeting of stockholders convened on the date
for which it was called may be adjourned from time to time without further
notice to a date not more than 120 days after the original record date for the
meeting.
Section 5. Quorum; Manner of Acting. The presence in person or by
proxy of stockholders entitled to cast a majority of all the votes entitled to
be cast at the meeting shall constitute a quorum. If a quorum is present, a
majority of all the votes cast at the meeting is sufficient to approve any
matter which properly comes before the meeting unless the vote of a greater
proportion of all the votes cast or voting by classes is required by the
Maryland General Corporation Law or the charter.
Section 6. Proxies. At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the stockholder or by his
or her duly authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting. No proxy
shall be valid after 11 months from the date of its execution unless otherwise
expressly provided in the proxy.
Section 7. Voting of Shares. Each outstanding share of the
corporation's common stock shall be entitled to one vote upon each matter
submitted to a vote at a meeting of the stockholders except that shares owned,
directly or indirectly, by another corporation in which the corporation owns,
directly or indirectly, shares entitled to cast a majority of all the votes
entitled to be cast by all shares of such other corporation shall not be voted
at any meeting or counted in determining the total number of outstanding
shares at any given time.
Section 8. Acceptance of Votes. If the name signed on a vote,
consent, waiver, or proxy appointment corresponds to the name of a
stockholder, the corporation shall be entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the stockholder.
If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its stockholder, the corporation shall
nevertheless be entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the stockholder if:
a. The stockholder is a corporation, and the name signed
purports to be that of the president, a vice-president, or a proxy
appointed by either of them or by another person appointed under a
bylaw or resolution of the board of directors of such stockholder, a
certified copy of which is presented to the corporation.
b. The stockholder is an entity, other than a corporation,
and the name signed purports to be that of an officer or agent of
the entity.
c. The name signed purports to be that of an administrator,
executor, guardian, or conservator representing the stockholder.
d. The name signed purports to be that of a receiver or
trustee in bankruptcy of the stockholder.
e. The name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the stockholder.
f. Two or more persons are the stockholder whether as
fiduciaries, members of a partnership, joint tenants, tenants in
common, tenants by the entirety, or otherwise, and the name signed
purports to be the name of at least one of the co-owners.
The corporation shall be entitled to reject a vote, consent,
waiver, or proxy if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the stockholder.
Section 9. Action Without Meeting. Any action required or
permitted by the Maryland General Corporation Law to be taken at a meeting of
the stockholders may be taken without a meeting if there are filed with the
records of stockholders meetings a consent in writing which sets forth the
action so taken signed by each stockholder entitled to vote on the matter and
a written waiver of any right to dissent signed by each stockholder entitled
to notice of the meeting but not entitled to vote at the meeting.
ARTICLE II. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
corporation shall be managed under the direction of its board of directors.
Section 2. Number, Tenure, and Qualifications. The board of
directors shall consist of not more than nine persons and not less than three
persons, the exact number within such specified limits to be fixed from time
to time by resolution of a majority of the entire board, provided that so long
as there are less than three stockholders the number of directors may be fixed
at less than three but not less than the number of stockholders. Each
director shall hold office until the next annual meeting of the stockholders
and until his or her successor shall have been elected and qualified unless
sooner removed from office as hereinafter provided. Directors need not be
residents of the state of Maryland or stockholders of the corporation.
Section 3. 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 Maryland, for the holding of additional regular
meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any two
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
Maryland, as the place for holding any special meeting of the board of
directors called by them.
Section 5. Notice; Waiver. Notice of the date, time, and place of
any special meeting shall be given at least 36 hours previously thereto by
written notice delivered personally or given by facsimile transmission,
teletype, or other form of wire communication, or by mail or private carrier,
to each director at his or her business address. Such notice shall be deemed
effective at the earliest of the following: (a) when received, (b) three days
after its deposit in the United States mail, as evidenced by the postmark, if
mailed postpaid and correctly addressed, and (c) on the date shown on the
return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the director. A
director's attendance at, or participation in, a meeting shall constitute a
waiver of notice of such meeting, except where a director at the beginning of
the meeting, or promptly upon the director's arrival, objects to holding of
the meeting or the transacting of business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. A written
waiver of notice of a meeting signed by a director entitled to such notice,
whether before or after the time stated therein, which specifies the meeting
for which notice is waived and which is filed with the records of the meeting
shall be equivalent to the giving of such notice. 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 6. Quorum. A majority of the number of directors fixed
from time to time pursuant to Section 2 of this Article II shall constitute a
quorum for the transaction of business at any meeting of the board of
directors, but, if less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice.
Section 7. Manner of Acting. The action of a majority of the
directors present at a meeting at which a quorum is present shall be the act
of the board of directors.
Section 8. Vacancies. Any vacancy occurring in the board of
directors, except a vacancy resulting from an increase in the number of
directors, may be filled by the affirmative vote of a majority of the
remaining directors, whether or not sufficient to constitute a quorum. A
vacancy resulting from an increase in the number of directors may be filled by
the affirmative vote of a majority of the entire board of directors.
Section 9. Presumption of Assent. A director who is present at a
meeting of the board of directors when corporate action is taken shall be
presumed to have assented to the action taken unless the director announces
his or her dissent at the meeting and (a) the director's dissent is entered in
the minutes of the meeting; or (b) the director files his or her written
dissent with the secretary of the meeting before its adjournment; or (c) the
director forwards his or her written dissent within 24 hours after the meeting
is adjourned, by registered or certified mail, to the secretary of the meeting
or of the corporation. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 10. Removal of Directors. All or any number of the
directors may be removed by the stockholders with or without cause at a
meeting expressly called for that purpose by the affirmative vote of a
majority of all votes entitled to be cast for the election of directors. The
notice of such meeting shall state that the purpose or one of the purposes of
the meeting is the removal of the director or directors.
Section 11. Compensation. By resolution of the board of
directors, each director may be paid an annual fee as director and, in
addition thereto, a fixed sum for attendance at each meeting of the board of
directors and executive committee or other committees and his expenses, if
any, of attendance at any such meeting. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
Section 12. Action Without Meeting. Any action required or
permitted by the Maryland General Corporation Law to be taken at a meeting of
the board of directors may be taken without a meeting if a consent in writing
which sets forth the action so taken is signed by each member of the board of
directors and filed with the minutes of proceedings of the board of directors.
Section 13. Meetings By Telephone. Meetings of the board of
directors may be held by means of conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time, and such participation shall constitute presence
in person at the meeting.
Section 14. Chairman and Vice Chairman. The board of directors
shall appoint from among its members a chairman and a vice chairman who shall
serve at the pleasure of the board of directors. The chairman, or in his
absence the vice chairman, shall preside at the meetings of the board of
directors.
ARTICLE III.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 1. Appointment. The board of directors may appoint from
among its members an executive committee to consist of a chairman and one or
more other directors. The appointment of such committee, the delegation of
authority to it or action by it under that authority shall not constitute of
itself compliance by any director not a member of the committee with the
standard provided in the Maryland General Corporation Law for the performance
of duties by directors.
Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee and except
also that neither the executive committee nor any other committee of the board
of directors appointed pursuant to Section 9 of this Article III shall have
the authority to (a) declare dividends or distributions on stock; (b) fix the
terms of stock subject to classification or reclassification or the terms on
which any stock may be issued except according to a general formula or method
specified by the board of directors by resolution or by adoption of a stock
option or other plan; (c) recommend to the stockholders any action which
requires stockholder approval; (d) amend the bylaws; or (e) approve a merger
or share exchange which does not require stockholder approval.
Section 3. Tenure. Each member of the executive committee shall
hold office until the next regular annual meeting of the board of directors
following his or her appointment and until his or her successor is appointed
as a member of the executive committee.
Section 4. Meetings; Notice; Waiver. Regular meetings of the
executive committee or any other committee of the board of directors appointed
pursuant to Section 9 of this Article III may be held without notice at such
times and places as the committee may fix from time to time by resolution.
Special meetings of the executive committee or any such other committee may be
called by any member thereof upon not less than 24 hours' notice stating the
place, date and hour of the meeting. The provisions of Section 5 of Article
II shall apply to the method for giving notice of special meetings of the
executive committee or any such other committee and to the waiver of notice of
any such meetings. The notice of a meeting of the executive committee or any
such other committee need not state the business proposed to be transacted at
the meeting.
Section 5. Quorum; Manner of Acting. A majority of the members of
the executive committee or any such other committee shall constitute a quorum
for the transaction of business at any meeting thereof, and the act of a
majority of the members present at a meeting at which a quorum is present
shall be the act of the committee.
Section 6. Vacancies. Any vacancy in the executive committee or
any such other committee may be filled by the board of directors.
Section 7. Resignations and Removal. Any member of the executive
committee or any such other committee may be removed at any time with or
without cause by the board of directors. Any member of the executive
committee or any such other committee may resign as a member of the committee
at any time by giving written notice to the chairman of the board or secretary
of the corporation, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 8. Procedure. The chairman of the executive committee
shall be the presiding officer of the executive committee. The executive
committee and any such other committee shall fix its own rules of procedure
which shall not be inconsistent with these bylaws. The committee shall keep
regular minutes of its proceedings and report the same to the board of
directors for its information at the meeting thereof held next after the
proceedings shall have been taken.
Section 9. Appointment of Other Committees of the Board of
Directors. The board of directors may from time to time create any other
committee or committees of the board of directors and appoint members of the
board of directors to serve thereon. Each member of any such committee shall
hold office until the next regular annual meeting of the board of directors
following his or her appointment and until his or her successor is appointed
as a member of such committee. Each committee shall have two or more members
and, to the extent specified by the board of directors, may exercise the
powers of the board subject to the limitations set forth in Section 2 of this
Article III.
Section 10. Action Without a Meeting. Any action that may be
taken by the executive committee or any such other committee at a meeting may
be taken without a meeting if a consent in writing which sets forth the action
so taken is signed by each member of the committee and filed with the minutes
of proceedings of the committee.
Section 11. Meetings By Telephone. Meetings of any committee of
the board of directors may be held by means of conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time, and such participation shall constitute presence
in person at the meeting.
ARTICLE IV. OFFICERS
Section 1. Number. The officers of the corporation shall be a
president, a secretary and a treasurer, each of whom shall be elected by the
board of directors. The board of directors may elect one or more vice
presidents (the number thereof to be determined by the board of directors) and
such other officers and assistant officers as may be deemed necessary.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually at the first meeting of the board of
directors held after each annual meeting of the stockholders. A person may
hold more than one office but may not serve concurrently as both president and
vice president of the corporation. Each officer shall hold office until his
or her successor shall have been duly elected, or until his or her death, or
until he or she shall resign or shall have been removed in the manner
hereinafter provided.
Section 3. Removal. The board of directors may remove any officer
at any time. The election of an officer shall not of itself create contract
rights, and the resignation or removal of an officer shall not affect the
contract rights, if any, of the corporation or the officer.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, or otherwise may be filled by the board of directors for
the unexpired portion of the term.
Section 5. President. The president shall be the chief executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all the business and affairs
of the corporation. He or she shall preside at all meetings of the
stockholders and, in the absence of the chairman or vice chairman, at all
meetings of the board of directors. He or she may sign, with the secretary or
any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of stock of the corporation and any
deeds, mortgages, bonds, contracts, or other instruments which the board of
directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors, or
by these bylaws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general he or she
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the board of directors from time to time.
Section 6. Vice Presidents. In the absence of the president, or
in the event of his or her death, inability, or refusal to act, the vice
president (or, in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election, or, in the
absence of any designation, then in the order of their election) shall perform
the duties of the president and, when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. Any vice
president may sign, with the secretary or an assistant secretary, certificates
for shares of stock of the corporation; and shall perform such other duties as
from time to time may be assigned to him or her by the president or by the
board of directors.
Section 7. Secretary. The secretary shall (a) keep the minutes of
the stockholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and responsible for the authentication of
such records; (d) keep or cause to be kept a register of the post office
address of each stockholder which shall be furnished to the secretary by such
stockholder; (e) sign, with the president or a vice president, certificates
for shares of stock of the corporation, the issuance of which shall have been
authorized by the board of directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him or her by the president or by the board of directors.
Section 8. Treasurer. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the board of directors shall
determine. He or she shall (a) have charge and custody of and be responsible
for all funds and securities of the corporation, receive and give receipts
for moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies, or other depositaries as shall be selected in accordance with the
provisions of Article V of these bylaws; and (b) in general perform all the
duties incident to the office of treasurer and such other duties as from time
to time may be assigned to him or her by the president or by the board of
directors.
Section 9. Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the board of directors, may sign,
with the president or a vice president, certificates for shares of stock of
the corporation, the issuance of which shall have been authorized by the board
of directors. The assistant treasurers shall, respectively, if required by
the board of directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the board of directors shall determine.
The assistant secretaries and assistant treasurers, in general, shall perform
such duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.
Section 10. 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 such salary by reason of the fact that he or she is also a
director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. 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 such authority may be general or confined to specific instances.
Section 2. 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. Such authority
may be general or confined to specific instances.
Section 3. 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 such officer or
officers, agent or agents, of the corporation and in such manner as shall from
time to time be determined by resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositaries as selected by the
officer or officers authorized by the board of directors to make such
selection.
ARTICLE VI. CERTIFICATES FOR SHARES
AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing
shares of stock of the corporation shall be in such form as shall be
determined by the board of directors. Such certificates shall be signed
manually by the president or a vice president and by the secretary or an
assistant secretary and may be sealed with the corporate seal or a facsimile
thereof. The signatures of such officers on 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. All certificates for shares or stock shall be consecutively
numbered or otherwise identified. The name and address of the person to whom
the shares represented thereby 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 certificates 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, stolen, destroyed, or mutilated certificate a new certificate
may be issued therefor on such terms and indemnity to the corporation as the
board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of stock of the
corporation shall be made only on the stock transfer books of the corporation
by the holder of record thereof or by his or her legal representative, who
shall furnish proper evidence of authority to transfer, or by his or her
attorney thereunto authorized by power of attorney duly executed and filed
with the secretary of the corporation, and on surrender for cancellation of
the certificate for such shares. The person in whose name shares of stock
stand on the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.
ARTICLE VII. AMENDMENTS
The bylaws may be adopted, altered, or repealed solely by the board
of directors.