RESTATED BYLAWS
OF
TRM COPY CENTERS CORPORATION
ARTICLE I
SHAREHOLDERS: MEETINGS AND VOTING
Section 1. PLACE OF MEETINGS
Meetings of the shareholders of TRM COPY CENTERS CORPORATION, an Oregon
corporation (the "Corporation") will be held at the principal office of the
Corporation, or any other place, either within or without the state of Oregon,
selected by the Board of Directors.
Section 2. ANNUAL MEETINGS
(a) The annual meeting of the shareholders will be held on the fourth
Tuesday of October of each year, if not a legal holiday, and if a legal holiday
then on the next succeeding business day, at such time as may be prescribed by
the Board of Directors and specified in the notice of the meeting. At the annual
meeting, the shareholders will elect by vote a Board of Directors from the
persons nominated pursuant to paragraph (c) below, provided that if pursuant to
the Articles of Incorporation staggered terms for directors are in effect, then
only such members whose terms expire at such meeting shall be elected. The
shareholders shall also consider reports of the affairs of the Corporation and
transact such other business as may properly be brought before the meeting.
(b) At the annual meeting of the shareholders, only such matters as shall
have been properly brought before the meeting shall be considered and acted
upon. To be properly brought before an annual meeting, a matter must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise brought before the
meeting by or at the direction of the Board of Directors, or (iii) properly
brought before the meeting by a shareholder. For any matter to be properly
brought before the annual meeting by a shareholder, the shareholder must have
given prior written notice to the Secretary of the Corporation which must be
received at the principal executive offices of the Corporation not less than 30
days nor more than 60 days prior to the meeting. In the event that less than 30
days' notice of the date of the meeting is given or made to shareholders, notice
by a shareholder shall be timely received if received not later than the close
of business on the tenth day following the date on which such notice of the date
of the annual meeting was mailed. A shareholder's notice to the Secretary in
order to be valid must set forth as to each matter the shareholder proposes to
bring before the annual meeting
(i) a brief description of the matter proposed to be brought before the annual
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the shareholder proposing such business, (iii) the class and number of shares
of the Corporation which are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in the matter. No matter shall be
considered or acted upon at an annual meeting except in accordance with the
procedures set forth in this Section 2. The presiding officer at any annual
meeting shall determine whether any matter was properly brought before the
meeting in accordance with the provisions of this section. If he shall determine
that any matter has not been properly brought before the meeting, he shall so
declare at the meeting and any such matter shall not be considered or acted
upon.
(c) At the annual meeting of shareholders, only those persons properly
nominated shall be considered in the election for directors. To be properly
nominated, a person must be (i) nominated by the Board of Directors or (ii)
properly nominated by a shareholder. To be properly nominated by a shareholder,
the shareholder must have given prior written notice of the nomination to the
Secretary of the Corporation which must be received at the principal executive
offices of the Corporation not less than 30 days nor more than 60 days prior to
the meeting. In the event that less than 30 days' notice of the date of the
meeting is given or made to shareholders, notice of the nomination by a
shareholder shall be timely received if received not later than the close of
business on the tenth day following the date on which such notice of the date of
the annual meeting was mailed. A shareholder's notice of nomination to the
Secretary in order to be valid must set forth as to each person the shareholder
proposes to nominate to the Board of Directors (i) the information described by
Items 401(a), (e) and (f) and Item 403(b) of Regulation S-K under the Securities
Act of 1933, as amended, or successor provisions, (ii) the class and number of
shares of the Corporation which are beneficially owned by the nominating
shareholder, and (iii) any material interest of the shareholder or of the
nominee in the Corporation. No nominee shall be considered for election as a
director at an annual meeting except in accordance with the procedures set forth
in this Section 2. The presiding officer at any annual meeting shall determine
whether any nomination was properly brought before the meeting in accordance
with the provisions of this section. If he shall determine that any person has
not been properly nominated, he shall so declare at the meeting and any such
nominee shall not be considered in the election.
Section 3. SPECIAL MEETINGS
(a) The Corporation will hold a special meeting of shareholders upon the
call of the President or the Board of Directors, or if the holders of at least
10 percent of all votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting sign, date and deliver to the
Secretary of the Corporation one or more written demands for the meeting
describing the purpose or purposes for which it is to be held.
(b) The circuit court of the county where the Corporation's principal
office is located, or, if the principal office is not in Oregon, where the
registered office of the Corporation is or was last located, may summarily order
a special meeting to be held upon
the application of a shareholder of the Corporation who signed a valid demand
for a special meeting if notice of the special meeting was not given within 30
days after the date the demand was delivered to the Corporation's Secretary or
if the special meeting was not held in accordance with the notice.
Section 4. NOTICE OF MEETINGS
(a) The Corporation will notify shareholders in writing of the date, time
and place of each annual and special shareholders meeting not earlier than 60
days nor less than ten days before the meeting date. Unless Oregon law or the
Articles of Incorporation require otherwise, the Corporation is required to give
notice only to shareholders entitled to vote at the meeting. Such notice is
effective when mailed if it is mailed postage prepaid and is correctly addressed
to the shareholder's address shown in the Corporation's current record of
shareholders. Unless required by law or by the Articles of Incorporation, notice
of an annual meeting need not include a description of the purpose or purposes
for which the meeting is called. However, notice of a special meeting will
include a description of the purpose or purposes for which the meeting is
called.
(b) If an annual or special shareholders meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting before
adjournment. However, if a new record date for the adjourned meeting is fixed,
or is required by law to be fixed, notice of the adjourned meeting shall be
given to persons who are shareholders as of the new record date. A determination
of shareholders entitled to notice of or to vote at a shareholders meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
(c) A shareholder's attendance at a meeting waives objection to (i) lack of
notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; and (ii) consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it is presented.
Section 5. QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS
(a) Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless otherwise required by law or by the Articles of Incorporation, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter. Once a
share is represented for any purpose at a meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.
(b) In the absence of a quorum, a majority of those present in person or
represented by proxy may adjourn the meeting from time to time until a quorum
exists. Any business that might have been transacted at the original meeting may
be transacted at the adjourned meeting if a quorum exists.
Section 6. VOTING RIGHTS
(a) The persons entitled to receive notice of and to vote at any
shareholders meeting will be determined from the records of the Corporation on
the close of business on the day before the mailing of the notice or on such
other date not more than 70 nor less than 10 days before such meeting, as will
be fixed in advance by the Board of Directors.
(b) Except as otherwise provided in the Articles of Incorporation or by
law, each outstanding share, regardless of class, is entitled to one vote on
each matter voted on at a shareholders meeting. Only issued and outstanding
shares are entitled to vote.
(c) Unless otherwise provided in the Articles of Incorporation or by law,
if a quorum exists, action on a matter, other than the election of directors, by
a voting group is approved if the votes cast within the voting group favoring
the action exceed the votes cast within the voting group opposing the action.
(d) Unless otherwise provided in the Articles of Incorporation, directors
are elected by a plurality of the votes cast by holders of the shares entitled
to vote in the election at a meeting at which a quorum is present.
Section 7. VOTING OF SHARES BY CERTAIN HOLDERS
(a) If the name signed on a vote, consent, waiver or proxy appointment
corresponds to the name of a shareholder, the Corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver or proxy appointment and
give it effect as the act of the shareholder. If the name signed on a vote,
consent, waiver or proxy appointment does not correspond to the name of its
shareholder, the Corporation, if acting in good faith, is nevertheless entitled
to accept the vote, consent, waiver or proxy appointment and give it effect as
the act of the shareholder if:
(i) The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity;
(ii) The name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder and, if the
Corporation requests, evidence of fiduciary status acceptable to the Corporation
has been presented with respect to the vote, consent, waiver or proxy
appointment;
(iii) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the Corporation requests, evidence of this
status acceptable to the Corporation has been presented with respect to the
vote, consent, waiver or proxy appointment;
(iv) The name signed purports to be that of a pledgee, beneficial
owner or attorney-in-fact of the shareholder and, if the Corporation requests,
evidence acceptable to the Corporation of the signatory's authority to sign for
the share-holder has been presented with respect to the vote, consent, waiver or
proxy appointment; or
(v) Two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.
(b) Shares of the Corporation are not entitled to be voted if (i) they are
owned, directly or indirectly, by another domestic or foreign corporation, and
(ii) the Corporation owns, directly or indirectly, a majority of the shares
entitled to be voted for directors of such other corporation. This paragraph
does not limit the power of a corporation to vote any shares, including its own
shares, held by it in a fiduciary capacity.
(c) Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.
Section 8. PROXIES
A shareholder may vote shares either in person or by proxy. A shareholder
may appoint a proxy to vote or otherwise act for the shareholder by signing an
appointment form, either personally or by the shareholder's attorney-in-fact. An
appointment of a proxy is effective when received by the Secretary or other
officer or agent of the Corporation authorized to tabulate votes. An appointment
is valid for 11 months unless a longer period is expressly provided in the
appointment form. An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.
Section 9. SHAREHOLDER LISTS
(a) After fixing a record date for a meeting, the Corporation will prepare
an alphabetical list of the names of all of its shareholders who are entitled to
notice of the meeting. The list must be arranged by voting group, and within
each voting group, by class or series of shares and show the address of and the
number of shares held by each shareholder.
(b) The shareholder list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting for which
the list was prepared is given and continuing through the meeting. Such list
will be kept on file at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be held. A
shareholder, or the shareholder's agent or attorney, is entitled on written
demand to inspect and, subject to the requirements of law, to copy the list
during regular business hours and at the shareholder's expense during the period
it is available for inspection.
(c) The Corporation will make the shareholder list available at the
meeting, and any shareholder, or the shareholder's agent or attorney, is
entitled to inspect the list at any time during the meeting or any adjournment.
(d) Refusal or failure to prepare or make available the shareholder list
does not affect the validity of action taken at the meeting.
ARTICLE II
DIRECTORS: MANAGEMENT
Section 1. POWERS
The Corporation will have a Board of Directors. All corporate powers will
be exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, the Board of Directors, subject to
any limitation set forth in the Articles of Incorporation.
Section 2. NUMBER AND QUALIFICATIONS
The Board of Directors will consist of nine members, until the number has
been changed by the Board of Directors by amendment of these Bylaws. In no event
shall the number of directors be less than three. A decrease in the number of
directors does not shorten an incumbent director's term. In the event the Board
of Directors is divided into classes as set forth in Section 5 below, any
increase in the number of directors shall be allocated by the Board of Directors
among the three classes of directors so as to maintain equal classes to the
extent possible. Without the unanimous consent of the existing Board of
Directors, no more than two additional directors shall be added to the Board of
Directors within any 12-month period. Without the unanimous consent of the Board
of Directors, no person who is affiliated as an owner, director, officer or
employee of a company or business deemed by the Board of Directors to be
competitive with that of the Corporation shall be eligible to serve on the Board
of Directors of the Corporation. Directors need not be residents of the state of
Oregon or shareholders of the Corporation, unless required by the Articles of
Incorporation.
Section 3. ELECTION OF DIRECTORS
The directors will be elected by ballot at the annual meeting of the
shareholders.
Section 4. TENURE OF OFFICE WITHOUT CLASSES
If the Board of Directors consists of five or fewer members, the terms of
all directors shall expire at the next annual shareholders meeting following
their election. The term of a director elected to fill a vacancy expires at the
next shareholders meeting at which directors are elected. Despite the expiration
of a director's term, the director continues to serve until the director's
successor is elected and qualifies or until there is a decrease in the number of
directors. Subject to paragraph (c) of Section 6 of Article II, a director's
term of office will begin immediately after election.
Section 5. TENURE OF OFFICE WITH CLASSES
(a) At any time when the Board of Directors shall consist of six or more
members, in lieu of electing the entire number of directors annually, the Board
of Directors of the Corporation shall be divided into three classes. The three
classes shall consist of an equal number of directors to the extent possible.
The initial designation of which current directors shall serve in which classes
shall be made by the director then serving as Chairman of the Board. The classes
shall be Class 1, Class 2 and Class 3. The term of office of directors of Class
1 shall expire at the first annual meeting of shareholders after their election,
that of Class 2 shall expire at the second annual meeting after their election,
and that of Class 3 shall expire at the third annual meeting after their
election. When classification of directors is in effect, at each annual meeting
of shareholders the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the third succeeding annual meeting. No classification of directors shall be
effective in the event the authorized number of members of the Board is reduced
to fewer than six.
(b) If the Board of Directors is divided into classes and in the event of
any increase or decrease in the authorized number of directors, then (i) each
director then serving as such shall nevertheless continue as a director of the
class of which he is a member until the expiration of his current term, or upon
his earlier resignation, removal from office or death; (ii) the newly created or
eliminated directorships resulting from such increase or decrease shall be
allocated by the Board of Directors among the three classes of directors so as
to maintain equal classes to the extent possible; and (iii) in the event such
decrease in the authorized number of directors makes the total number of
directors less than six, then the Board of Directors shall become declassified
and the directors remaining in office shall continue their terms until the next
annual meeting of shareholders, at which time all of said remaining directors
shall be re-elected to one-year terms or until their successors are duly elected
and qualified.
Section 6. VACANCIES
(a) A vacancy in the Board of Directors will exist upon the death,
resignation or removal of any director or upon an increase in the number of
directors.
(b) Unless the Articles of Incorporation provide otherwise, if a vacancy
occurs on the Board of Directors:
(i) The shareholders may fill the vacancy, provided that the Board of
Directors has not already done so; or
(ii) The Board of Directors may fill the vacancy, provided the
shareholders have not already done so. If the directors remaining in office
constitute fewer than a quorum of the Board, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office.
(c) A vacancy that will occur at a specific later date, by reason of a
resignation effective at the later date or otherwise, may be filled before the
vacancy occurs, but the new director may not take office until the vacancy
occurs.
Section 7. RESIGNATION OF DIRECTORS
A director may resign at any time by delivering written notice to the Board
of Directors, its chairperson or the Corporation. Unless the notice specifies a
later effective date, a resignation is effective at the earliest of the
following: (a) when received; (b) five days after its deposit in the United
States mail, as evidenced by the postmark, if mailed postage prepaid and
correctly addressed; or (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 addressee. Once delivered, a notice of resignation is
irrevocable unless revocation is permitted by the Board of Directors.
Section 8. REMOVAL OF DIRECTORS
A director may be removed only for cause by the affirmative vote of the
holders of not less than 75 percent of the outstanding shares of Common Stock. A
director may be removed by the shareholders only at a meeting called for the
purpose of removing the director and the meeting notice must state that the
purpose, or one of the purposes, of the meeting is removal of the director.
Section 9. MEETINGS
(a) The Board of Directors may hold regular or special meetings in or out
of the state of Oregon.
(b) Annual meetings of the Board of Directors will be held without notice
immediately following the adjournment of the annual meetings of the
shareholders.
(c) Unless the Articles of Incorporation provide otherwise, regular
meetings of the Board of Directors may be held without notice of the date, time,
place or purpose of the meeting. The Board of Directors may fix, by resolution,
the time and place for the holding of regular meetings.
(d) Special meetings of the Board of Directors for any purpose or purposes
may be called at any time by the President or any director. The person or
persons who call a special meeting of the Board of Directors may fix the time
and place of the special meeting.
Section 10. NOTICE OF SPECIAL MEETINGS
(a) Unless the Articles of Incorporation provide for a longer or shorter
period, special meetings of the Board of Directors must be preceded by at least
two days' notice of the date, time and place of the meeting. The notice need not
describe the purpose of the special meeting unless required by the Articles of
Incorporation. The notice will be given orally, in person or by telephone, or
delivered in writing either personally or by mail, private carrier, telegram,
electronic mail or facsimile transmission. If in writing, such notice is
effective at the earliest of the following: (a) when received; or (b) when
mailed if it is mailed postpaid and is correctly addressed to the director's
address shown in the corporation's records. If given orally, such notice is
effective when communicated.
(b) A director's attendance at or participation in a meeting waives any
required notice to the director of the meeting unless the director at the
beginning of the meeting, or promptly upon the director's arrival, objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
(c) Notice of the time and place of holding an adjourned meeting need not
be given if such time and place are fixed at the meeting adjourned.
Section 11. QUORUM AND VOTE
(a) Unless the Articles of Incorporation provide otherwise, a majority of
the directors in office will constitute a quorum for the transaction of
business. A majority of the directors, in the absence of a quorum, may adjourn
from time to time but may not transact any business.
(b) If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present is the act of the Board of Directors unless the
Articles of Incorporation require the vote of a greater number of directors.
(c) A director of the Corporation who is present at a meeting of the Board
of Directors, or is present at a meeting of a committee of the Board of
Directors, when corporate action is taken, is deemed to have assented to the
action taken unless (i) the director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding the meeting or transacting
business at the meeting, (ii) the director's dissent or abstention from the
action taken is entered in the minutes of the meeting, or (iii) the director
delivers written notice of dissent or abstention to the presiding officer of the
meeting before its adjournment or to the Corporation immediately after
adjournment of the meeting. The right of dissent or abstention is not available
to a director who votes in favor of the action taken.
Section 12. COMPENSATION
The Board of Directors may, by resolution, provide that the directors be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors, and provide that directors be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment will preclude any director from serving the Corporation in any other
capacity and receiving compensation for that service.
ARTICLE III
COMMITTEES
(a) Subject to law, the provisions of the Articles of Incorporation and
these Bylaws, the Board of Directors may appoint such committees as may be
necessary from time to time, consisting of such number of its members and having
such powers as it may designate. Each such committee will have two or more
members, who serve at the pleasure of the Board of Directors.
(b) All actions of a committee will be reflected in minutes to be kept of
such meetings and reported to the Board of Directors at the next succeeding
meeting thereof. The provisions of Article II of these Bylaws governing
meetings, notice and waiver of notice, and quorum and voting requirements of the
Board of Directors apply to committees and their members as well.
(c) An executive committee may be appointed by the Board of Directors
pursuant to the foregoing paragraphs. When appointed, the executive committee
will have the power to exercise all authority of the Board of Directors except
as may be expressly limited by law.
(d) An audit committee shall be appointed by the Board of Directors. The
audit committee shall have such members, duties and powers as may be necessary
or appropriate to qualify such committee as an audit committee within the rules
of the NASDAQ National Market System.
ARTICLE IV
OFFICERS
Section 1. DESIGNATION; ELECTION; QUALIFICATION
(a) The officers of the Corporation will be a President, a Secretary and
such other officers and assistant officers as the Board of Directors will from
time to time appoint, none of whom need be members of the Board of Directors.
The officers will be elected by, and hold office at the pleasure of, the Board
of Directors. A duly appointed officer may appoint one or more officers or
assistant officers if such appointment is authorized by the Board of Directors.
The same individual may simultaneously hold more than one office in the
Corporation.
(b) A vacancy in any office because of death, resignation, removal or any
other cause will be filled in the manner prescribed in these Bylaws for regular
appointments to such office.
Section 2. COMPENSATION AND TERM OF OFFICE
(a) The compensation and term of office of all the officers of the
Corporation will be fixed by the Board of Directors.
(b) The Board of Directors may remove any officer at any time, either with
or without cause.
(c) Any officer may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Unless
the notice specifies a later effective date, a resignation is effective at the
earliest of the following: (a) when received; (b) five days after its deposit in
the United States mail, as evidenced by the postmark, if mailed postage prepaid
and correctly addressed; or (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 addressee. Once delivered, a notice of resignation
is irrevocable unless revocation is permitted by the Board of Directors. If a
resignation is made effective at a later date and the Corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date, if the Board of Directors provides that the successor
will not take office until the effective date.
(d) This section will not affect the rights of the Corporation or any
officer under any express contract of employment.
Section 3. CHAIRMAN OF THE BOARD
If the Corporation elects a Chairman of the Board, he or she will preside
at all meetings of the Board of Directors and, if requested by the President, at
meetings of the shareholders. The Chairman of the Board shall perform such other
duties as may be prescribed by the Board of Directors from time to time.
Section 4. PRESIDENT
The President will be the chief executive officer and chief operating
officer of the Corporation. The President will have general supervision,
direction and control of the business and affairs of the Corporation. In the
absence of the Chairman of the Board, the President will perform the duties and
responsibilities of the Chairman of the Board. The President will be ex officio
a member of all the standing committees (including the executive committee, if
any), will have the general powers and duties of management usually vested in
the office of president of a corporation and will have such other powers and
duties as may be prescribed by the Board of Directors or these Bylaws.
Section 5. VICE PRESIDENTS
The Vice Presidents, if any, will perform such duties as the Board of
Directors prescribes. In the absence or disability of the President, the
President's duties and powers will be performed and exercised by a senior Vice
President, as designated by the Board of Directors.
Section 6. SECRETARY
(a) The Secretary will keep or cause to be kept at the principal office, or
such other place as the Board of Directors may order, a book of minutes of all
meetings of directors and shareholders showing the time and place of the
meeting, whether it was regular or special and, if special, how authorized, the
notice given, the names of those present at directors' meetings, the number of
shares present or represented at shareholders meetings and the proceedings
thereof.
(b) The Secretary will keep or cause to be kept, at the principal office or
at the office of the Corporation's transfer agent, a share register, or a
duplicate share register, showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for such shares and the number and date of cancellation of
certificates surrendered for cancellation.
(c) The Secretary will give or cause to be given such notice of the
meetings of the shareholders and of the Board of Directors as is required by
these Bylaws. The Secretary will keep the seal of the Corporation, if any, and
affix it to all documents requiring a seal,
and will have such other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.
Section 7. TREASURER
The Treasurer, if any, will be responsible for the funds of the
Corporation, and pay them out only on the checks of the Corporation signed in
the manner authorized by the Board of Directors.
Section 8. ASSISTANTS
The Board of Directors may appoint or authorize the appointment of
assistants to the Secretary or Treasurer, or both. Such assistants may exercise
the powers of the Secretary or Treasurer, as the case may be, and will perform
such duties as are prescribed by the Board of Directors.
ARTICLE V
CORPORATE RECORDS AND REPORTS - INSPECTION
Section 1. RECORDS
The Corporation will maintain all records required by law. All such records
will be kept at its principal office, registered office or at any other place
designated by the President of the Corporation, or as otherwise provided by law.
Section 2. INSPECTION OF RECORDS
All records of the Corporation will be open to inspection by the
shareholders or the shareholders' agents or attorneys in the manner and to the
extent required by law.
Section 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the Corporation,
will be signed or endorsed by such person or persons and in such manner as will
be determined from time to time by resolution of the Board of Directors.
Section 4. EXECUTION OF DOCUMENTS
The Board of Directors may, except as otherwise provided in these Bylaws,
authorize any officer or agent of the Corporation to enter into any contract or
execute any instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent or
employee of the Corporation will have any power or authority to bind the
Corporation by any contract or engagement outside of the ordinary course of
business.
ARTICLE VI
CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES
(a) Certificates for shares will be in such form as the Board of Directors
may designate, will designate the name of the Corporation and the state law
under which the Corporation is organized, will state the name of the person to
whom the shares represented by the certificate are issued, and will state the
number and class of shares and the designation of the series, if any, the
certificate represents. If the Corporation is authorized to issue different
classes of shares or different series within a class, the designations, relative
rights, preferences and limitations applicable to each class, the variations and
rights, preferences and limitations determined for each series and the authority
of the Board of Directors to determine variations for future series will be
summarized on the front or back of each certificate, or each certificate may
state conspicuously on its front or back that the Corporation will furnish
shareholders with this information on request in writing and without charge.
(b) Each certificate for shares must be signed, either manually or in
facsimile, by the President or a Vice President and the Secretary or an
Assistant Secretary of the Corporation. The certificates may bear the corporate
seal or its facsimile.
(c) If any officer who has signed a share certificate, either manually or
in facsimile, no longer holds office when the certificate is issued, the
certificate is nevertheless valid.
(d) The Corporation will not issue certificates for fractional shares.
Section 2. TRANSFER ON THE BOOKS
Upon surrender to the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation will issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES
In the event a certificate is represented to be lost, stolen or destroyed,
a new certificate will be issued in place thereof upon such proof of the loss,
theft or destruction and upon the giving of such bond or other security as may
be required by the Board of Directors.
Section 4. TRANSFER AGENTS AND REGISTRARS
The Board of Directors may from time to time appoint one or more transfer
agents and one or more registrars for the shares of the Corporation who will
have such powers and duties as the Board of Directors will specify.
Section 5. CLOSING STOCK TRANSFER BOOKS
The Board of Directors may close the transfer books for a period not
exceeding 70 days nor less than 10 days preceding any annual or special meeting
of the shareholders or the day appointed for the payment of a dividend.
ARTICLE VII
GENERAL PROVISIONS
Section 1. SEAL
If the Corporation elects to have a corporate seal, such corporate seal
will be circular in form and will have inscribed thereon the name of the
Corporation and the state of its incorporation.
Section 2. AMENDMENT OF BYLAWS
(a) Except as otherwise provided by law or by the Articles of
Incorporation, the Board of Directors may amend or repeal these Bylaws unless:
(i) The Articles of Incorporation or Oregon law reserve this power
exclusively to the shareholders in whole or in part; or
(ii) The shareholders in amending or repealing a particular Bylaw
provide expressly that the Board of Directors may not amend or repeal that
Bylaw.
(b) The Corporation's shareholders may amend or repeal these Bylaws even
though these Bylaws may also be amended or repealed by the Board of Directors.
(c) Whenever an amendment or new Bylaw is adopted, it will be copied in the
minute book with the original Bylaws in the appropriate place. If any Bylaw is
repealed, the fact of repeal and the date on which the repeal occurred will be
stated in such book and place.
Section 3. WAIVER OF NOTICE
(a) A shareholder may at any time waive any notice required by law, the
Articles of Incorporation or these Bylaws. Except as otherwise provided in
paragraph (c) of Section
4 of Article I of these Bylaws, the waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records.
(b) A director may at any time waive any notice required by law, the
Articles of Incorporation or these Bylaws. Except as otherwise provided in
paragraph (b) of Section 8 of Article II of these Bylaws, the waiver must be in
writing, must be signed by the director entitled to the notice, must specify the
meeting for which notice is waived and must be filed with the minutes or
appropriate records.
Section 4. ACTION WITHOUT A MEETING
(a) Action required or permitted by law to be taken at a shareholders
meeting may be taken without a meeting if the action is taken by all the
shareholders entitled to vote on the action. The action must be evidenced by one
or more written consents describing the action taken, signed by all the
shareholders entitled to vote on the action and delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Action taken
under this Section 4 is effective when the last shareholder signs the consent,
unless the consent specifies an earlier or later effective date. If not
otherwise determined by law, the record date for determining shareholders
entitled to take action without a meeting is the date the first shareholder
signs the consent. A consent signed under this Section 4 has the effect of a
meeting vote and may be described as such in any document.
(b) Unless the Articles of Incorporation or Bylaws provide otherwise,
action required or permitted by law to be taken at a meeting of the Board of
Directors, or at a meeting of a committee of the Board of Directors, may be
taken without a meeting if the action is taken by all members of the Board. The
action must be evidenced by one or more written consents describing the action
taken, signed by each director and included in the minutes or filed with the
corporate records reflecting the action taken. Action taken under this section
is effective when the last director signs the consent, unless the consent
specifies an earlier or later effective date. A consent signed under this
section has the effect of a meeting vote and may be described as such in any
document.
Section 5. TELEPHONIC MEETINGS
Unless the Articles of Incorporation provide otherwise, the Board of
Directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through, use of any means of communication by
which all directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to be
present in person at the meeting.
ARTICLE VIII
INDEMNIFICATION
(a) The Corporation will indemnify to the fullest extent permitted by law,
any person who is made, or threatened to be made, a party to or witness in, or
is otherwise involved in, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative, or otherwise
(including any action, suit or proceeding by or in the right of the Corporation)
by reason of the fact that:
(i) the person is or was a director or officer of the Corporation or
any of its subsidiaries;
(ii) the person is or was serving as a fiduciary within the meaning of
the Employee Retirement Income Security Act of 1974 with respect to any employee
benefit plan of the Corporation or any of its subsidiaries; or
(iii) the person is or was serving, at the request of the Corporation
or any of its subsidiaries, as a director or officer, or as a fiduciary of an
employee benefit plan, of another corporation, partnership, joint venture, trust
or other enterprise.
(b) The Corporation may indemnify its employees and other agents to the
fullest extent permitted by law.
(c) The expenses incurred by a director or officer in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative, or otherwise, which the director or
officer is made or threatened to be made a party to or witness in, or is
otherwise involved in, will be paid by the Corporation in advance at the written
request of the director or officer, if the director or officer:
(i) furnishes the Corporation a written affirmation of his or her good
faith belief that he or she is entitled to be indemnified by the Corporation;
and
(ii) furnishes the Corporation a written under-taking to repay such
advance to the extent that it is ultimately determined by a court that he or she
is not entitled to be indemnified by the Corporation. Such advances will be made
without regard to the person's ability to repay such expenses and without regard
to the person's ultimate entitlement to indemnification under this Article or
otherwise.
(d) The rights of indemnification provided in this Article VIII will be in
addition to any rights to which a person may otherwise be entitled under any
articles of incorporation, bylaw, agreement, statute, policy of insurance, vote
of shareholders or Board of Directors, or otherwise; will continue as to a
person who has ceased to be a director, officer, employee
or agent of the Corporation; and will inure to the benefit of the heirs,
executors and administrators of such person.
(e) Any repeal of this Article VIII will be prospective only and no repeal
or modification of this Article VIII will adversely affect any right or
protection that is based upon this Article VIII and pertains to an act or
omission that occurred prior to the time of such repeal or modification.
ARTICLE IX
TRANSACTIONS BETWEEN CORPORATION
AND INTERESTED DIRECTORS
(a) No transaction will be voidable by the Corporation solely because of a
director's interest in the transaction if any one of the following is true:
(i) The material facts of the transaction and the director's interest
were disclosed or known to the Board of Directors or a committee of the Board of
Directors, and the Board of Directors or committee authorized, approved or
ratified the transaction;
(ii) The material facts of the transaction and the director's interest
were disclosed or known to the shareholders entitled to vote and the
shareholders authorized, approved or ratified the transaction; or
(iii) The transaction was fair to the Corporation.
(b) For purposes of this Article IX, a director of the Corporation has an
indirect interest in a transaction if:
(i) Another entity in which the director has a material financial
interest or in which the director is a general partner is a party to the
transaction; or
(ii) Another entity of which the director is a director, officer or
trustee is a party to the transaction and the transaction is or should be
considered by the Board of Directors.
(c) For purposes of paragraph (a)(i) of this Article IX, a conflict of
interest transaction is authorized, approved or ratified if it receives the
affirmative vote of a majority of the directors on the Board of Directors, or on
the committee, who have no direct or indirect interest in the transaction. A
transaction may not be authorized, approved or ratified under this Article IX by
a single director. If a majority of the directors who have no direct or indirect
interest in the transaction vote to authorize, approve or ratify the
transaction, a quorum is present for the purpose of taking action under this
Article IX. The presence of, or a vote cast by, a director with a direct or
indirect interest in the transaction does not affect
the validity of any action taken under paragraph (a)(i) of this Article IX if
the transaction is otherwise authorized, approved or ratified as provided in
paragraph (a) of this Article IX.
(d) For purposes of paragraph (a)(ii) of this Article IX, a conflict of
interest transaction is authorized, approved or ratified if it receives the vote
of a majority of the shares entitled to be counted under this Article IX, voting
as a single voting group. Shares owned by or voted under the control of a
director who has a direct or indirect interest in the transaction, and shares
owned by or voted under the control of an entity described in paragraph (b)(i)
of this Article IX may be counted in a vote of shareholders to determine whether
to authorize, approve or ratify a conflict of interest transaction under
paragraph (a)(ii) of this Article IX. A majority of the shares, whether or not
present, that are entitled to be counted in a vote on the transaction under this
Article IX constitutes a quorum for the purpose of taking action under this
Article IX.
ARTICLE X
LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by law, no director of the Corporation will
be personally liable to the Corporation or its shareholders for monetary damages
for conduct as a director. For example, without limiting the generality of the
foregoing, if the Oregon Revised Statutes are amended, after this Article X
becomes effective, to authorize corporate action further eliminating or limiting
the personal liability of directors of the Corporation, then the liability of
directors of the Corporation will be eliminated or limited to the fullest extent
permitted by the Oregon Revised Statutes, as so amended. No amendment or repeal
of this Article X, nor the adoption of any provision of these Bylaws
inconsistent with this Article X, nor a change in the law, will adversely affect
any right or protection that is based upon this Article X and pertains to
conduct that occurred prior to the time of such amendment, repeal, adoption or
change. No change in the law will reduce or eliminate the rights and protections
set forth in this Article X unless the change in the law specifically requires
such reduction or elimination.
ARTICLE XI
OREGON CONTROL SHARE ACT
Sections 60.801 to 60.816 of the Oregon Business Corporation Act, known as
the "Oregon Control Share Act," do not apply to acquisitions of the
Corporation's voting shares (as defined in the Oregon Control Share Act).
As amended March 29, 1998.