BYLAWS OF BARRETT BUSINESS SERVICES, INC.
ARTICLE I. STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the
stockholders shall be held during the third week of May of each year on the date
and time or at such other date and time 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. The board of
directors shall timely establish the annual meeting date and time in conjunction
with the notice of meeting requirements of Article I, Section 4, of these
Bylaws.
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
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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
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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.
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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
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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
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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
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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.
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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.
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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
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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.
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