AMENDMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
COSTCO WHOLESALE CORPORATION
ARTICLE I
The name of this corporation is:
COSTCO WHOLESALE CORPORATION
ARTICLE II
2.1 Classes. The total number of shares of all classes of stock which this
corporation shall have authority to issue is one billion (1,000,000,000),
consisting of:
(a) Nine hundred million (900,000,000) shares of common stock, the par
value of each of which is $0.01 (the "Common Stock").
(b) One hundred million (100,000,000) shares of preferred stock, the par
value of each of which is $0.01 (the "Preferred Stock").
2.2 Preferred Stock. The preferences, limitations and relative rights of
the Preferred Stock are undesignated. The board of directors is authorized to
designate one or more series within the Preferred Stock, and the designation and
number of shares within each series, and shall determine the preferences,
limitations, and relative rights of any shares of Preferred Stock, or of any
series of Preferred Stock, before issuance of any shares of that class or
series. The board of directors is authorized to amend these Articles as provided
in RCW 23B.06.020 to effect the designation of rights of any series of Preferred
Stock.
ARTICLE III
3.1 No Preemptive Rights. The shareholders of this corporation have no
preemptive rights to acquire additional shares of this corporation.
3.2 No Cumulative Voting. The right to cumulate votes in the election of
directors shall not exist with respect to shares of stock of this corporation.
3.3 Special Meetings of Shareholders. The shareholders of this corporation
shall have no right to call a special meeting of the shareholders of this
corporation for any purpose or purposes and special meetings of shareholders of
this corporation may only be called by a majority of the board of directors or
the Chairman, the President, any Executive Vice President or the Secretary of
this corporation or shareholders owning aggregate at least 10% of all votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting.
ARTICLE IV
The number of directors which shall constitute the whole board of directors
of this corporation shall be fixed by, or in the manner provided in the bylaws
of this corporation, as the same may be amended from time to time.
ARTICLE V
The board of directors shall be divided into three classes: Class I, Class
II, and Class III. Such classes shall be as nearly equal in number of directors
as possible. Each director shall serve for a term ending at the third annual
shareholders' meeting following the annual meeting at which such director was
elected. The directors, the class to which they are elected, and the year in
which their term expires, are as follows:
Director Class Year in Which Term Expires
----------------------------------------------------------------------
James D. Sinegal I 2000
Jeffrey H. Brotman I 2000
Richard A. Galanti I 2000
Hamilton E. James II 2001
Frederick O. Paulsell, Jr. II 2001
Jill A. Ruckelshaus II 2001
Benjamin S. Carson II 2001
Richard M. Libenson III 2002
John W. Meisenbach III 2002
Charles T. Munger III 2002
Richard D. DiCerchio III 2002
At each annual election, the directors chosen to succeed those whose terms
then expire shall be identified as being of the same class as the directors they
succeed, unless, by reason of any intervening changes in the authorized number
of directors, the board of directors shall designate one or more directorships
whose terms then expire as directorships of another class in order more nearly
to achieve equality in the number of directors among the classes. When the board
of directors fills a vacancy resulting from the death, resignation or removal of
a director, the director chosen to fill that vacancy shall be of the same class
as the director he succeeds.
Notwithstanding any of the foregoing provisions of Article V, in all cases,
including upon any change in the authorized number of directors, each director
then continuing to serve as such will nevertheless continue as a director of the
class of which he is a member, until the expiration of his current term or his
earlier death, resignation or removal. Any vacancy to be filled by reason of an
increase in the number of directors may be filled by the board of directors for
a term of office continuing only until the next election of directors by the
shareholders.
Notwithstanding anything contained in this Article V to the contrary, the
classification of directors as provided in this Article V may be altered or
eliminated only by an amendment to this Article approved by two-thirds of the
votes entitled to be cast by each voting group entitled to vote on such
amendment.
ARTICLE VI
A director of this corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for conduct as a director,
except for liability of the director (i) for acts or omissions that involve
intentional misconduct by the director or a knowing violation of law by the
director, (ii) for conduct violating RCW 23B.08.310 of the Washington Business
Corporation Act, or (iii) for any transaction from which the director will
personally receive a benefit in money, property or services to which the
director is not legally entitled. If the Washington Business Corporation Act is
amended in the future to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of this corporation shall be eliminated or limited to the full extent permitted
by the Washington Business Corporation Act, as so amended, without any
requirement of further action by the shareholders.
ARTICLE VII
The corporation shall indemnify any individual made a party to a proceeding
because that individual is or was a director of the corporation and shall
advance or reimburse the reasonable expenses incurred by such individual in
advance of final disposition of the
proceeding, without regard to the limitations in RCW 23B.08.510 through
23B.08.550 of the Washington Business Corporation Act, or any other limitation
which may hereafter be enacted to the extent such limitation may be disregarded
if authorized by the Articles of Incorporation, to the full extent and under all
circumstances permitted by applicable law.
Any repeal or modification of this Article by the shareholders of this
corporation shall not adversely affect any right of any individual who is or was
a director of the corporation which existed at the time of such repeal or
modification.
ARTICLE VIII
Subject to the rights of holders of any series of Preferred Stock then
outstanding, any director, or the entire board of directors, may be removed from
office only for cause and only by the affirmative vote of the holders of a
majority of the voting power of all shares of this corporation entitled to vote
for the election of directors. As used herein, "for cause" means either (i)
conviction of a felony by a court of competent jurisdiction and such conviction
is no longer subject to direct appeal or (ii) adjudication for gross negligence
or dishonest conduct in the performance of a director's duty to this corporation
by a court of competent jurisdiction and such adjudication is no longer subject
to direct appeal. Notwithstanding anything to the contrary, this Article may be
altered or eliminated only by amendment to this Article approved by two-thirds
of the votes entitled to be cast by each voting group entitled to vote on such
amendment.
ARTICLE IX
Amendment of the articles of incorporation, approval of a plan of merger or
share exchange, authorization of the sale, lease, exchange or other disposition
of all, or substantially all of the corporation's property, otherwise than in
the usual and regular course of business, and authorization of the dissolution
of the corporation, shall be approved by each voting group entitled to vote
thereon by a simple majority of all the votes entitled to be cast by that voting
group.
ARTICLE X
The street address of the registered office of this corporation is:
999 Lake Drive
Issaquah, Washington 98027
and the name of its registered agent at that address is:
Patrick J. Callans
EXECUTED this 27th day of August, 1999.
/s/ Joel Benoliel
By: Joel Benoliel
Title: Corporate Secretary
CONSENT TO APPOINTMENT AS REGISTERED AGENT
I, Patrick J. Callans, hereby consent to serve as registered agent, in the
State of Washington, for the corporation herein named. I understand that as
agent for the corporation, it will be my responsibility to accept service of
process in the name of the corporation; to forward corporate license renewal
mailings to the corporation; and to immediately notify the office of the
Secretary of State in the event of my resignation or of any change in the
registered office address of the corporation for which I am agent.
Dated as of the 27th day of August, 1999.
/s/ Patrick J. Callans
Patrick J. Callans
Address of Registered Agent:
999 Lake Drive
Issaquah, Washington 98027