EXHIBIT 3.4
RESTATED
BYLAWS
OF
WASHINGTON MUTUAL, INC.
ARTICLE I
OFFICES
The principal office and place of business of the corporation in the
state of Washington shall be located at 1201 Third Avenue, Seattle,
Washington 98101.
The corporation may have such other offices within or without the state
of Washington as the board of directors may designate or the business of the
corporation may require from time to time.
ARTICLE II
NUMBER OF DIRECTORS
The board of directors of this corporation shall consist of up to
eighteen (18) directors.
ARTICLE III
SHAREHOLDERS
Section 3.1. Annual Meeting. The annual meeting of the shareholders
shall be held on the third Tuesday in the month of April in each year,
beginning with the year 1995, at 10:00 a.m., or at such other date or time as
may be determined by the board of directors, for the purpose of electing
directors and for the transaction of such other business as may come before
the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the state of Washington, the meeting shall be held on the next
succeeding business day. If the election of directors is not held on the day
designated herein for any annual meeting of the shareholders or at any
adjournment thereof, the board of directors shall cause the election to be
held at a meeting of the shareholders as soon thereafter as may be convenient.
Section 3.2. Special Meetings. Special meetings of the shareholders
for any purpose or purposes unless otherwise prescribed by statute may be
called by the Chairman, by the board of directors, or by the written request
of any director or holders of at least twenty-five percent (25%) of the votes
entitled to be cast on each issue to be considered at the special meeting.
Section 3.3. Place of Meetings. Meetings of the shareholders shall be
held at either the principal office of the corporation or at such other place
within or without the state of Washington as the person or persons calling
the meeting may designate.
Section 3.4. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or shareholders entitled to receive payment of
any dividend, or in order to make a determination of shareholders for any
other proper purpose, the board of directors may fix in advance a date as the
record date for any such determination of shareholders, which date in any
case shall not be more than seventy (70) days and, in the case of a meeting
of shareholders, not less than 20 days prior to the date on which the
particular action requiring such determination of shareholders is to be
taken. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend or distribution, the
day before the first notice of a meeting is dispatched to shareholders or the
date on which the resolution of the board of directors authorizing such
dividend or distribution is adopted, as the case may be, shall be the record
date for such determination of shareholders. When a determination of
shareholders entitled to notice of or to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof unless the board of directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original meeting.
The record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent in lieu
of meeting.
Section 3.5. Voting Lists. At least ten (10) days before each meeting
of the shareholders, the officer or agent having charge of the stock transfer
books for shares of the corporation shall prepare an alphabetical list of all
its shareholders on the record date who are entitled to vote at the meeting
or any adjournment thereof, arranged by voting group, and within each voting
group by class or series of shares, with the address of and the number of
shares held by each, which record for a period of ten (10) days prior to the
meeting shall be kept on file at the principal office of the corporation or
at a place identified in the meeting notice in the city where the meeting
will be held. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any
shareholder, shareholder's agent or shareholder's attorney at any time during
the meeting or any adjournment thereof. Failure to comply with the
requirements of this bylaw shall not affect the validity of any action taken
at the meeting.
Section 3.6. Notice of Meetings. Written or printed notice stating
the date, time and place of a meeting of shareholders and, in the case of a
special meeting of shareholders, the purpose or purposes for which the
meeting is called, shall be given by the person or persons calling the
meeting or by the Secretary at the direction of such person or persons to
each shareholder of record entitled to vote at such meeting (unless required
by law to send notice to all shareholders regardless of whether or not such
shareholders are entitled to vote), not less than ten (10) days and not more
than sixty (60) days before the meeting, except that notice of a meeting to
act on an amendment to the articles of incorporation, a plan of merger or
share exchange, a proposed sale, lease, exchange or other disposition of all
or substantially all of the assets of the corporation other than in the usual
course of business, or the dissolution of the corporation shall be given not
less than twenty (20) days and not more than sixty (60) days before the
meeting. Written notice may be transmitted by: Mail, private carrier or
personal delivery; telegraph or teletype; or telephone, wire or wireless
equipment which transmits a facsimile of the notice. Such notice shall be
effective upon dispatch if sent to the shareholder's address, telephone
number, or other number appearing on the records of the corporation.
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 unless a new record date is or must be fixed. If a new record
date for the adjourned meeting is or must be fixed, however, notice of the
adjourned meeting must be given to persons who are shareholders as of the new
record date.
Section 3.7. Waiver of Notice. A shareholder may waive any notice
required to be given under the provisions of these bylaws, the articles of
incorporation or by applicable law, whether before or after the date and time
stated therein. A valid waiver is created by any of the following three
methods: (a) in writing signed by the shareholder entitled to the notice and
delivered to the corporation for inclusion in its corporate records; (b) by
attendance at the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the
meeting; or (c) by failure to object at the time of presentation of a matter
not within the purpose or purposes described in the meeting notice.
Section 3.8. Manner of Acting; Proxies. A shareholder may vote either
in person or by proxy. A shareholder may vote by proxy by means of a proxy
appointment form which is executed in writing by the shareholder, his agent,
or by his duly authorized attorney-in-fact. All proxy appointment forms
shall be filed with the secretary of the corporation before or at the
commencement of meetings. No unrevoked proxy appointment form shall be valid
after eleven (11) months from the date of its execution unless otherwise
expressly provided in the appointment form. No proxy appointment may be
effectively revoked until notice in writing of such revocation has been given
to the secretary of the corporation by the shareholder appointing the proxy.
Section 3.9. Quorum. At any meeting of the shareholders, a majority
in interest of all the shares entitled to vote on a matter by the voting
group, represented in person or by proxy by shareholders of record, shall
constitute a quorum of that voting group for action on that matter. If less
than a majority is represented, a majority of those represented may adjourn
the meeting to such time and place as they may determine, without further
notice, except as set forth in Section 3.6. Once a share is represented at a
meeting, other than to object to holding the meeting or transacting business,
it is deemed to be present for purposes of a quorum for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is
or must be fixed for the adjourned meeting. At such reconvened meeting, any
business may be transacted which might have been transacted at the adjourned
meeting. If a quorum exists, action on a matter is approved by a voting
group if the votes cast within the voting group favoring the action exceed
the votes cast within the voting group opposing the action, unless the
question is one upon which a different vote is required by express provision
of law or of the articles of incorporation or of these bylaws.
Section 3.10. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except as may be otherwise provided in the articles
of incorporation.
Section 3.11. Voting for Directors. In the election of directors
every shareholder of record entitled to vote at the election shall have the
right to vote in person the number of shares owned by him for as many persons
as there are directors to be elected and for whose election he has a right to
vote. Shareholders entitled to vote at any election of directors shall have
no right to cumulate votes. In any election of directors the candidates
elected are those receiving the largest numbers of votes cast by the shares
entitled to vote in the election, up to the number of directors to be elected
by such shares.
Section 3.12. Voting of Shares by Certain Holders.
3.12.1. Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as the
board of directors of such corporation may determine. A certified copy of a
resolution adopted by such directors shall be conclusive as to their
determination.
3.12.2. Shares held by a personal representative,
administrator, executor, guardian or conservator may be voted by such
administrator, executor, guardian or conservator, without a transfer of such
shares into the name of such personal representative, administrator,
executor, guardian or conservator. Shares standing in the name of a trustee
may be voted by such trustee, but no trustee shall be entitled to vote shares
held in trust without a transfer of such shares into the name of the trustee.
3.12.3. Shares standing in the name of a receiver may be
voted by such receiver, and shares held by or under the control of a receiver
may be voted by the receiver without the transfer thereof into his name if
authority so to do is contained in an appropriate order of the court by which
such receiver was appointed.
3.12.4. If shares are held jointly by three or more
fiduciaries, the will of the majority of the fiduciaries shall control the
manner of voting or appointment of a proxy, unless the instrument or order
appointing such fiduciaries otherwise directs.
3.12.5. Unless the pledge agreement expressly provides
otherwise, a shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
3.12.6. Shares held by another corporation shall not be voted
at any meeting or counted in determining the total number of outstanding
shares entitled to vote at any given time if a majority of the shares
entitled to vote for the election of directors of such other corporation is
held by this corporation.
3.12.7. On and after the date on which written notice of
redemption of redeemable shares has been dispatched to the holders thereof
and a sum sufficient to redeem such shares has been deposited with a bank or
trust company with irrevocable instruction and authority to pay the
redemption price to the holders thereof upon surrender of certificates
therefor, such shares shall not be entitled to vote on any matter and shall
be deemed to be not outstanding shares.
Section 3.13. Notice of Nomination. Nominations for the election of
directors and proposals for any new business to be taken up at any annual or
special meeting of shareholders may be made by the board of directors of the
corporation or by any shareholder of the corporation entitled to vote
generally in the election of directors. In order for a shareholder of the
corporation to make any such nomination or proposal at any annual meeting,
the shareholder's nomination or proposal must be in writing and received at
the Executive Offices of the corporation by the Secretary of the corporation
not less than 120 days in advance of the date corresponding to the date in
the previous year on which the corporation's proxy statement was released to
security holders in connection with the previous year's annual meeting of
security holders, except that if no annual meeting was held in the previous
year or the date of the annual meeting has been changed by more than 30
calendar days from the date of the previous year's annual meeting, a proposal
shall be received by the corporation in accordance with the method set forth
hereafter for proposals or nominations in advance of a special meeting of
shareholders. In order for a shareholder of the corporation to make any
nomination or proposal to be taken up at a special meeting of shareholders,
the shareholder's nomination or proposal must be in writing and received at
the Executive Offices of the corporation by the Secretary of the corporation
not less than 45 days nor more than 75 days prior to any such meeting. Each
such notice given by a shareholder with respect to nominations for the
election of directors shall set forth (i) the name, age, business address
and, if known, residence address of each nominee proposed in such notice,
(ii) the principal occupation or employment of each such nominee, and
(iii) the number of shares of stock of the corporation which are beneficially
owned by each such nominee.
Section 3.14. Action Without a Meeting. Any action permitted or
required to be taken at a meeting of the shareholders may be taken without a
meeting if one or more consents in writing setting forth the action so taken
shall be signed by all the shareholders.
ARTICLE IV.
BOARD OF DIRECTORS
Section 4.1. General Powers. The business and affairs of the
corporation shall be managed by its board of directors.
Section 4.2. Number, Tenure and Qualification. The number of
directors set forth in Article II of these bylaws may be increased or
decreased from time to time by amendment to or in the manner provided in
these bylaws. No decrease, however, shall have the effect of shortening the
term of any incumbent director unless such director resigns or is removed in
accordance with the provisions of these bylaws. The directors shall be
classified and shall hold such terms as set forth in the articles of
incorporation. In all cases, directors shall serve until their successors
are duly elected and qualified or until their earlier resignation, removal
from office or death. Directors need not be residents of the state of
Washington or shareholders of the corporation.
Section 4.3. Annual and Other Regular Meetings. Regular meetings of
the board shall be held at two-thirty o'clock, or an earlier hour in the
discretion of the Chairman or the President, on the third Tuesday of the
months of January, February, April, June, July, September, October, and
December unless such day is a legal holiday, in which case the meeting shall
be held on the first business day thereafter, or unless such meeting has been
canceled by the Chairman or the President upon giving notice to the members
of the board at least three calendar days before the date on which such
meeting is scheduled. The date of any regular meeting may be changed to such
other date within the month as shall be determined by the Chairman or the
President, or in the absence of the Chairman or the President, by any three
members of the Board, provided notice of the time and place of such meeting
is given as provided in Section 4.4. In each year, the regular meeting on
the day of the Annual Meeting of Shareholders shall be known as the Annual
Meeting of the Board.
Section 4.4. Special Meetings. Special meetings of the board of
directors may be called by the board of directors, the chairman of the board,
or the president. The notice of a special meeting of the board of directors
shall state the date and time and, if the meeting is not exclusively
telephonic, the place of the meeting. Unless otherwise required by law,
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. Notice shall be given by the person or
persons authorized to call such meeting, or by the secretary at the direction
of the person or persons authorized to call such meeting. The notice may be
oral or written. If the notice is orally communicated in person or by
telephone to the director or to the director's personal secretary or is sent
by electronic mail, telephone or wireless equipment, which transmits a
facsimile of the notice to the director's electronic mail designation or
telephone number appearing on the records of the corporation, the notice of a
meeting shall be timely if sent no later than twenty-four (24) hours prior to
the time set for such meeting. If the notice is sent by courier to the
director's address appearing on the records of the corporation, the notice of
a meeting shall be timely if sent no later than three (3) full days prior to
the time set for such meeting. If the notice is sent by mail to the
director's address appearing on the records of the corporation, the notice of
a meeting shall be timely if sent no later than five (5) full days prior to
the time set for such meeting.
Section 4.5 Waiver of Notice. Any director may waive notice of any
meeting at any time. Whenever any notice is required to be given to any
director of the corporation pursuant to applicable law, a waiver thereof in
writing signed by the director, entitled to notice, shall be deemed
equivalent to the giving of notice. The attendance of a director at a
meeting shall constitute a waiver of notice of the meeting except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully convened. A
director waives objection to consideration of a particular matter at a
meeting that is not within the purpose or purposes described in the meeting
notice, unless the director objects to considering the matter when it is
presented.
Section 4.6. Quorum. A majority of the number of directors specified
in or fixed in accordance with these bylaws shall constitute a quorum for the
transaction of any business at any meeting of directors. If less than a
majority shall attend a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice, and a quorum
present at such adjourned meeting may transact business.
Section 4.7. Manner of Acting. 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.
Section 4.8. Participation by Conference Telephone. Directors may
participate in a regular or special meeting of the board by, or conduct the
meeting through the use of, any means of communication by which all directors
participating can hear each other during the meeting and participation by
such means shall constitute presence in person at the meeting.
Section 4.9. Presumption of Assent. A director who is present at a
meeting of the board of directors at which action is taken shall be presumed
to have assented to the action taken unless such director's dissent shall be
entered in the minutes of the meeting or unless such director shall file his
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after
adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
Section 4.10. Action by Board Without a Meeting. Any action permitted
or required to be taken at a meeting of the board of directors may be taken
without a meeting if one or more written consents setting forth the action so
taken, shall be signed, either before or after the action taken, by all the
directors. Action taken by written consent is effective when the last
director signs the consent, unless the consent specifies a later effective
date.
Section 4.11. Audit Committee. The board of directors, at any regular
meeting of the Board, shall elect from their number an Audit Committee of not
less than three members, none of whom shall be employed by the corporation.
At least annually the Board of Directors shall determine that each Committee
member has the independence and other qualifications set forth in the Charter
of the Audit Committee as approved by the Board, and in any supplemental
statements that the Board may adopt with regard to the composition of the
Committee.
The Audit Committee shall have the authorities and responsibilities and
shall perform the functions specified in the Charter of the Audit Committee,
as approved by the Board, and in any supplemental statement that the Board
may adopt with regard to the functions of the Committee.
Section 4.12 Compensation and Stock Option Committee.
The board of directors at any regular meeting of the board, shall elect
from their number a Compensation and Stock Option Committee which committee
shall have not less than three members, none of whom shall be employed by the
corporation.
The Compensation and Stock Option Committee shall serve as the Option
Committee pursuant to the stock option plans of the corporation, and shall
have oversight of the administration of officer or employee compensation
plans that are sponsored or otherwise established by the corporation,
including but not limited to the corporation's retirement plans and other
plans that are subject to the Employees Retirement Income Security Act of
1974 and non-qualified compensation plans for highly compensated employees
("NQHC Plans"). The Committee shall have the authority to adopt, subject to
ratification by the Board, all NQHC Plans and amendments of such plans, and
shall have all the authority of the Board to adopt and amend all other
compensation plans for officers and employees. The Committee shall recommend
to the Board the compensation of the President and Chief Executive Officer of
the corporation, shall establish the salaries of all other officers who are
in Salary Level 5 or higher and shall have oversight of the determination of
the compensation of other officers and employees of the corporation.
The Compensation and Stock Option Committee shall adopt, amend and
monitor the administration of policies that govern the compensation of
officers and employees, or relate to equal employment opportunities or
affirmative action.
Section 4.13. Director's Loan and Investment Committee. At any regular
meeting of the board, the Chairman of the Board, with the approval of the
board of directors shall appoint from the members of the board a Directors'
Loan & Investment Committee. The Committee shall consist of the Chairman and
President (if he is a member of the board) of the corporation and certain
other members of the board, a majority of whom shall not be officers of the
corporation. The Chairman of the Board shall appoint a chairman who is not
an officer of the corporation.
The Committee Chairman shall coordinate with the corporation's staff in the
preparation of reports for the Committee and the Board.
The Committee shall have oversight of the officers of the corporation who
are responsible for the investments of the corporation and for managing the
sale, exchange and other disposition of investments including those that may be
made or purchased under the statutes relating to prudent investments.
Its power shall include, but not be limited to oversight of all investments
and dispositions, and all purchases of real estate and the other disposition of
all property, real or personal, tangible or intangible, acquired by the
corporation in satisfaction of debts owing to it or otherwise (except the
corporation premises or other real property acquired for use by the
corporation).
In connection with the monitoring of the corporation's return on
investments in subsidiaries and other corporations, the Committee shall also
have oversight of the officers of the corporation who are responsible for such
investments.
The Committee shall have authority to oversee the administration of the
policies that govern the corporation's investments (collectively, the
"Investment Policies"). The Committee shall have all the authority of the
board of directors to amend the Investment Policies following initial
approval by the Board.
Section 4.14. Corporate Relations Committee. The Chairman, with the
approval of the board of directors, may appoint from among the members of the
board of the corporation, a Corporate Relations Committee which shall consist
of no fewer than two Directors and shall monitor the performance of voluntary
commitments that the corporation has made to support its communities, and the
contributions by the corporation to the Washington Mutual Foundation.
Section 4.15. Corporate Development Committee. The Chairman, with the
approval of the board of directors, shall appoint from among the members of
the board a Corporate Development Committee which shall consist of the
Chairman of the Board and not less than two other directors. The Corporate
Development Committee shall exercise all the authority of the Board: (A)
with regard to the authorization of negotiations and approval of the terms of
offers and agreements and of investments relating to mergers and acquisitions
not involving a change of control of the corporation; provided, that further
action of the board of directors shall be required for submission to
shareholders of a plan of merger or consolidation; and (B) with regard to
approval of the final terms, rights, designations and preferences of stock to
be issued by the corporation, provided, that prior action of the board of
directors shall be required to specify the maximum number or value of the
shares to be issued.
Section 4.16. Other Board Committees. The Board of Directors may by
resolution designate from among its members such other committees as the
Board in its discretion may determine, each of which must have two or more
members. To the extent provided in such resolutions, each such committee
shall have and may exercise the authority of the board of directors, except
as limited by applicable law. The designation of any such committee and the
delegation thereto of authority shall not relieve the Board of Directors, or
any members thereof, of any responsibility imposed by law. In addition, the
Chairman of the Board, with the approval of the Board of Directors, may
appoint from among the members of the Board such committees as he deems
appropriate.
Section 4.17. Committee Procedures. Except as provided in the bylaws
or in specific resolutions of the Board of Directors, the committees of the
Board shall be governed by the same rules regarding meetings, action without
meetings, notice, waiver of notice, and quorum and voting requirements as
applied to the Board of Directors.
Section 4.18. Resignation. Any director may resign at any time by
delivering written notice to the chairman of the board, the president, the
secretary, or the registered office of the corporation, or by giving oral
notice at any meeting of the directors or shareholders. Any such resignation
shall take effect at any subsequent time specified therein, or if the time is
not specified, upon delivery thereof and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.
Section 4.19. Removal. At a meeting of the shareholders called
expressly for that purpose, any director or the entire board of directors may
be removed from office, with cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of the director or directors
whose removal is sought. If the board of directors or any one or more
directors is so removed, new directors may be elected at this same meeting.
Section 4.20. Vacancies. A vacancy on the board of directors may
occur by the resignation, removal or death of an existing director, or by
reason of increasing the number of directors on the board of directors as
provided in these bylaws. Except as may be limited by the articles of
incorporation, any vacancy occurring in the board of directors may be filled
by the affirmative vote of four-fifths of the remaining directors though less
than a quorum. A director elected to fill a vacancy shall be elected for a
term of office continuing only until the next election of directors by
shareholders.
If the vacant office was held by a director elected by holders of one
or more authorized classes or series of shares, only the holders of those
classes or series of shares are entitled to vote to fill the vacancy.
Section 4.21. Compensation. By resolution of the board of directors,
the directors may be paid a fixed sum plus their expenses, if any, for
attendance at meetings of the board of directors or committee thereof, or a
stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
Section 4.22 Chairman of the Board. The Chairman shall preside at
meetings of the board of directors. In the absence of the Chairman and the
Chief Executive Officer, the directors present may select someone from their
number to preside. The Chairman shall be ex-officio a member of all
committees, except the Audit Committee and the Compensation and Stock Option
Committee. The Chairman shall perform such other duties as may be assigned
by the board of directors.
ARTICLE V
OFFICERS
Section 5.1. Ranks and Terms in Office. The officers of the
corporation shall be a Chief Executive Officer, a Chairman, a President of
the Corporation, a General Auditor, a Controller, and such Vice Chairmen,
Group Presidents, Senior Executive Vice Presidents, Executive Vice
Presidents, Senior Vice Presidents, First Vice Presidents or Vice Presidents
as the board of directors may designate and elect, or such other officers as
the board of directors may designate and elect or the Chief Executive Officer
may designate and appoint.
Officers shall serve until the termination of their employment or their
earlier removal from service as officers. Any officer may be removed, with
or without cause, by the board of directors, but such removal shall be
without prejudice to the contractual rights, if any, of the person so
removed. Any officer who has been elected by the board of directors may be
suspended with or without pay by the Chief Executive Officer, and any other
officer may be removed or suspended with or without pay by the Chief
Executive Officer, but such removal or suspension shall be without prejudice
to the contractual rights, if any, of the person so removed or suspended.
The termination of any officer's employment shall constitute removal of such
person from office, effective as of the date of termination of employment.
Section 5.2. Chief Executive Officer. The Chief Executive Officer of
the corporation shall have direct supervision and management of its affairs
and the general powers and duties of supervision and management usually
vested in the Chief Executive officer of a corporation, subject to the Bylaws
and policies of the corporation. The Chief Executive Officer shall be
ex-officio a member of all committees except the Audit Committee and the
Compensation and Stock Option Committee. The Chief Executive Officer shall
perform such other duties as may be assigned by the board of directors. In
the absence of the Chief Executive Officer, his duties shall be assumed by
the President of the Corporation, and in their absence such duties shall be
assumed by a person designated by the Chief Executive Officer or the board of
directors.
Section 5.3. Chairman. The Chairman shall preside over all meetings
of the board of directors. The Chairman shall preside over all meetings of
the shareholders, which duty shall include the authority to adjourn such
meetings. The Chairman shall perform such other duties as may be assigned by
the board of directors or the Chief Executive Officer, or as may be set forth
in the policies and procedural directives of the corporation. In the event
of the Chairman's incapacity, the Chairman's duties shall be assumed by the
Chief Executive Officer or, in the event of the Chief Executive Officer's
incapacity, the duties of the Chairman shall be assumed by the President of
the Corporation, and in their absence such duties shall be assumed by a
person designated by the board of directors.
Section 5.4. President of the Corporation. The President of the
Corporation shall perform such duties as may be assigned by the Chief
Executive Officer or the board of directors, or as may be set forth in the
policies and procedural directives of the corporation.
Section 5.5. General Auditor. The General Auditor shall supervise
and maintain continuous audit control of the assets and liabilities of the
corporation. He shall be responsible only to the board of directors in
coordination with the Chief Executive officer. He shall perform such other
duties as may be assigned to him by the Chief Executive Officer or the
President of the Corporation from time to time, only to the extent that such
other duties do not compromise the independence of audit control.
Section 5.6. Controller. The Controller shall be the chief
accounting officer of the corporation and shall have supervisory control and
direction of the general accounting, accounting procedure, budgeting and
general bookkeeping, and shall be the custodian of the general accounting
books, records, forms and papers. He shall also perform such other duties as
may be assigned from time to time by the Chief Executive Officer, the
President of the Corporation, a Vice Chairman, a Group President, a Senior
Executive Vice President or an Executive Vice President, or as may be set
forth in the policies and procedural directives of the corporation, only to
the extent that such other duties do not compromise the independence of audit
control.
Section 5.7. Vice Chairmen, Group Presidents, Senior Executive Vice
Presidents, Executive Vice Presidents. Any Vice Chairmen, Group Presidents,
Senior Executive Vice Presidents, Executive Vice Presidents shall perform
such duties as may be assigned from time to time by the Chief Executive
Officer or the President of the Corporation, or as may be set forth in the
policies and procedural directives of the corporation.
Section 5.8. Senior Vice Presidents, First Vice Presidents and Vice
Presidents. Senior Vice Presidents, First Vice Presidents and Vice
Presidents shall perform such duties as may be assigned from time to time by
the Chief Executive Officer, the President of the Corporation, a Vice
Chairmen, a Group President, a Senior Executive Vice President or a Executive
Vice President, or as may be set forth in the policies and procedural
directives of the corporation.
Section 5.9. Secretary and Assistant Secretary. The Secretary shall
keep the minutes of all meetings of the board of directors and of the
shareholders. He shall give such notices to the directors as may be required
by law or by these Bylaws. He shall have the custody of the corporate seal,
if any, and the contracts, papers and documents belonging to the
corporation. He shall also perform such other duties as may be assigned from
time to time by the Chief Executive Officer, the President of the
Corporation, a Vice Chairman, a Group President, a Senior Executive Vice
President or an Executive Vice President, or as may be set forth in the
policies and procedural directives of the corporation. In the absence of the
Secretary, the powers and duties of the Secretary shall devolve upon an
Assistant Secretary or such person as shall be designated by the Chief
Executive Officer.
Section 5.10. Combining Offices. An officer who holds one office
may, with or without resigning from such existing office, be elected by the
board of directors to hold, in addition to such existing office, the office
of Chairman, Vice Chairman, Group President Senior Executive Vice President,
Senior Vice President, First Vice President or Vice President. An officer
who holds one office may, with or without resigning from such existing
office, be appointed by the Chief Executive Officer to hold, in addition to
such existing office, another office other than the office of Chairman, Vice
Chairman, Group President Senior Executive Vice President, Senior Vice
President, First Vice President or Vice President.
Section 5.11. Other Officers. The other Officers shall perform such
duties as may be assigned by the Chief Executive Officer, the President of
the Corporation, a Vice Chairman, a Group President, a Senior Executive Vice
President or an Executive Vice President, or as may be set forth in the
policies and procedural directives of the corporation. The Chief Executive
Officer may designate such functional titles to an officer, as the Chief
Executive Officer deems appropriate from time to time.
Section 5.12. Official Bonds. The corporation may be indemnified in
the event of the dishonest conduct or unfaithful performance of an officer,
employee, or agent by a corporate fidelity bond, the premiums for which may
be paid by the corporation.
Section 5.13. Execution of Contracts and Other Documents. The Chief
Executive Officer, the President of the Corporation, or any Vice Chairman,
Group President, or Senior Executive Vice President may from time to time
designate the officers, employees or agents of the corporation who shall have
authority to sign deeds, contracts, satisfactions, releases, and assignments
of mortgages, and all other documents or instruments in writing to be made or
executed by the corporation.
Section 5.14. Resignation. Any officer may resign at any time by
delivering written notice to the Chief Executive Officer, the President, the
Secretary or the board of directors, or by giving oral notice at any meeting
of the board. Any such resignation shall take effect at any subsequent time
specified therein, or if the time is not specified, upon delivery thereof
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 5.15. Compensation of Officers and Employees. The board of
directors shall fix compensation of officers and may fix compensation of
other employees from time to time. No officer shall be prevented from
receiving a salary by reason of the fact that such officer is also a director
of the corporation.
Section 5.16. Voting of Shares Held by Corporation. Shares of
another corporation held by this corporation may be voted in person or by
proxy by the Chief Executive Officer, by the President of the Corporation, by
a Vice Chairman, by a Group President, by a Senior Executive Vice President,
by an Executive Vice President, or by a Senior Vice President.
ARTICLE VI
SHARES
Section 6.1. Certificates for Shares. The shares of the corporation
may be represented by certificates in such form as prescribed by the board of
directors. Signatures of the corporate officers on the certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. All certificates shall be consecutively
numbered or otherwise identified. All certificates shall bear such legend or
legends as prescribed by the board of directors or these bylaws.
Section 6.2. Issuance of Shares. Shares of the corporation shall be
issued only when authorized by the board of directors, which authorization
shall include the consideration to be received for each share.
Section 6.3. Beneficial Ownership. Except as otherwise permitted by
these bylaws, the person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for
all purposes. The board of directors may adopt by resolution a procedure
whereby a shareholder of the corporation may certify in writing to the
corporation that all or a portion of the shares registered in the name of
such shareholder are held for the account of a specified person or persons.
Upon receipt by the corporation of a certification complying with such
procedure, the persons specified in the certification shall be deemed, for
the purpose or purposes set forth in the certification, to be the holders of
record of the number of shares specified in place of the shareholder making
the certification.
Section 6.4. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the corporation
by the holder of record thereof or by his legal representative who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the corporation, on surrender for cancellation of the
certificate for the shares. All certificates surrendered to the corporation
for transfer shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have been
surrendered and canceled.
Section 6.5. Lost or Destroyed Certificates. In the case of a lost,
destroyed or mutilated certificate, a new certificate may be issued therefor
upon such terms and indemnity to the corporation as the board of directors
may prescribe.
Section 6.6. Stock Transfer Records. The stock transfer books shall
be kept at the principal office of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of the
person to whom the shares represented by any certificate, together with the
class, number of shares and date of issue, shall be entered on the stock
transfer books of the corporation. Except as provided in these bylaws, the
person in whose name shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all purposes.
ARTICLE VII
SEAL
This corporation need not have a corporate seal. If the directors adopt a
corporate seal, the seal of the corporation shall be circular in form and
consist of the name of the corporation, the state and year of incorporation, and
the words "Corporate Seal."
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENT
Section 8.1. Director's Right To Indemnification. Each person who was
or is made a party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any actual or threatened
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director of
the corporation or, being or having been such a director, he or she is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official
capacity as a director or in any other capacity while serving as a director,
shall be indemnified and held harmless by the corporation against all
expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts to be paid in settlement)
actually and reasonably incurred or suffered by such person in connection
therewith; provided, however, that (a) the corporation shall not indemnify
any person from or on account of any acts or omissions of such person finally
adjudged to be intentional misconduct or knowing violation of the law of such
person, or from conduct of the person in violation of RCW 23B.08.310, or from
or on account of any transaction with respect to which it is finally adjudged
that such person personally received a benefit in money, property, or
services to which such person was not legally entitled, and (b) except as
provided in subsection 8.3 with respect to proceedings seeking to enforce
rights to indemnification, the corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the board of directors of the corporation. Such
indemnification shall continue as to a person who has ceased to be a director
and shall inure to the benefit of his or her heirs, executors and
administrators. If the Washington Business Corporation Act is amended to
authorize further indemnification of directors, then directors of the
corporation shall be indemnified to the fullest extent permitted by the
Washington Business Corporation Act, as so amended.
Section 8.2. Director's Burden of Proof and Procedure For Payment.
(a) The claimant shall be presumed to be entitled to
indemnification under this Article upon submission of a written claim (and,
in an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition, where the undertaking in
(b) below has been tendered to the corporation) and thereafter the
corporation shall have the burden of proof to overcome the presumption that
the claimant is so entitled.
(b) The right to indemnification shall include the right to be
paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that the
payment of such expenses in advance of the final disposition of a proceeding
shall be made only upon delivery to the corporation of an undertaking, by or
on behalf of such director, to repay all amounts so advanced if it shall
ultimately be determined that such director is not entitled to be indemnified
under this Article or otherwise.
Section 8.3. Right of Claimant to Bring Suit. If a claim under this
Article is not paid in full by the corporation within sixty (60) days after a
written claim has been received by the corporation, except in the case of a
claim for expenses incurred in defending a proceeding in advance of its
final disposition, in which case the applicable period shall be twenty (20)
days, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, to the extent
successful in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. Neither the failure of the
corporation (including its board of directors, its shareholders or
independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification of or reimbursement or
advancement of expenses to the claimant is proper in the circumstances nor an
actual determination by the corporation (including its board of directors,
its shareholders or independent legal counsel) that the claimant is not
entitled to indemnification or to the reimbursement or advancement of
expenses shall be a defense to the action or create a presumption that the
claimant is not so entitled.
Section 8.4. Nonexclusivity of Rights. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of
its final disposition conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, Bylaws, agreement, vote of
shareholders or disinterested directors or otherwise.
Section 8.5. Insurance, Contracts and Funding. The corporation may
maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under the
Washington Business Corporation Act. The corporation may, without any
shareholder action, enter into contracts with such director or officer in
furtherance of the provisions of this Article and may create a trust fund,
grant a security interest or use other means (including, without limitation,
a letter of credit) to ensure the payment of such amounts as may be necessary
to effect indemnification as provided in this Article.
Section 8.6. Indemnification of Officers, Employees and Agents of the
Corporation.
(a) The corporation may, by action of its board of directors from
time to time, provide indemnification and pay expenses in advance of the
final disposition of a proceeding to officers, employees and agents of the
corporation or another corporation, partnership, joint venture trust or other
enterprise with the same scope and effect as the provisions of this Article
with respect to the indemnification and advancement of expenses of directors
of the corporation or pursuant to rights granted pursuant to, or provided by,
the Washington Business Corporation Act or otherwise; or
(b) The corporation shall pay for or reimburse the reasonable
expenses incurred by any officer or employee of the corporation, who is not a
director, who is a party to a proceeding in advance of final disposition of
the proceeding if: (1) such person furnishes the corporation with an
affidavit stating that (a) he or she was made a party to a proceeding because
he or she is or was an officer or employee of the corporation, (b) he or she
acted in good faith, (c) the conduct in question was carried out in his or
her official capacity with the corporation, and (d) his or her conduct was
in the corporation's best interests, (2) such person furnishes the
corporation with a written undertaking, executed personally, to repay the
advance if it is ultimately determined that such person did not meet the
standard of conduct set forth in the affidavit and (3) such payment or
reimbursement is approved in writing by the President or the Chief Executive
Officer of the corporation, or by a designee of either of them.
Section 8.7. Contract Right. The rights to indemnification conferred
in this Article shall be a contract right and any amendment to or repeal of
this Article shall not adversely affect any right or protection of a director
of the corporation for or with respect to any acts or omissions of such
director or officer occurring prior to such amendment or repeal.
Section 8.8. Severability. If any provision of this Article or any
application thereof shall be invalid, unenforceable or contrary to applicable
law, the remainder of this Article, or the application of such provision to
persons or circumstances other than those as to which it is held invalid,
unenforceable or contrary to applicable law, shall not be affected thereby
and shall continue in full force and effect.
ARTICLE IX
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its shareholders
and the board of directors and such other records as may be necessary or
advisable.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.
ARTICLE XI
VOTING OF SHARES OF ANOTHER CORPORATION
Shares of another corporation held by this corporation may be voted by
the Chief Executive Officer, by the President of the Corporation, by the
Senior Executive Vice President, by an Executive Vice President, or by a
Senior Vice President, or by proxy appointment form executed by any of them,
unless the directors by resolution shall designate some other person to vote
the shares.
ARTICLE XII
AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed, and new bylaws may be
adopted, by the board of directors, subject to the concurrent power of the
shareholders, by at least two-thirds affirmative vote of the shares of the
corporation entitled to vote thereon, to alter amend or repeal these bylaws
or to adopt new bylaws.