EXHIBIT (3)
BYLAWS
OF
NORTHWEST
NATURAL
GAS
COMPANY
AS ADOPTED BY THE BOARD OF DIRECTORS
JULY 17, 1975
AS AMENDED THROUGH JULY 24, 2003
CONTENTS
ARTICLE I.
OFFICES: Page
Section 1. Office............................ 1
Section 2. Registered Office................. 1
ARTICLE II.
MEETINGS OF SHAREHOLDERS:
Section 1. Annual Meeting.................... 1
Section 2. Special Meetings.................. 1
Section 3. Notice............................ 1
Section 4. Fixing Record Date................ 1
Section 5. Record of Shareholders............ 2
Section 6. Quorum............................ 2
Section 7. Voting............................ 2
Section 8. Conduct of Meetings............... 2
Section 9. Proper Business for Meetings.......2
ARTICLE III.
BOARD OF DIRECTORS:
Section 1. Directors......................... 3
Section 2. Chairman of the Board............. 3
Section 3. Compensation...................... 3
ARTICLE IV.
MEETINGS OF THE BOARD OF DIRECTORS:
Section 1. Regular Meetings.................. 3
Section 2. Special Meetings.................. 4
Section 3. Waiver of Notice.................. 4
Section 4. Quorum............................ 4
Section 5. Manner of Acting.................. 4
Section 6. Action Without a Meeting.......... 4
ARTICLE V.
COMMITTEES OF THE BOARD:
Section 1. Governance Committee.............. 4
Section 2. Audit Committee................... 4
Section 3. Organization and Executive
Compensation Committee.......... 4
Section 4. Strategic Planning
Committee....................... 5
Section 5. Finance Committee................. 5
Section 6. Public Affairs and Environmental
Policy Committee.................5
Section 7. Other Committees.................. 5
Section 8. Changes of Size and Function...... 5
Section 9. Conduct of Meetings............... 5
Section 10. Compensation...................... 5
ARTICLE VI.
NOTICES:
Section 1. Form and Manner................... 6
Section 2. Waiver............................ 6
ARTICLE VII.
OFFICERS:
Section 1. Election.......................... 6
Section 2. Compensation...................... 6
Section 3. Term.............................. 6
Section 4. Removal........................... 6
Section 5. President......................... 6
Section 6. Vice Presidents................... 6
Section 7. Secretary ........................ 6
Section 8. Treasurer......................... 7
ARTICLE VIII.
CONTRACTS, LOANS, CHECKS AND DEPOSITS:
Section 1. Contracts......................... 7
Section 2. Loans............................. 7
Section 3. Checks and Drafts................. 7
Section 4. Deposits.......................... 7
ARTICLE IX.
CERTIFICATES FOR SHARES AND THEIR TRANSFER:
Section 1. Certificates for Shares........... 7
Section 2. Transfer.......................... 7
Section 3. Owner of Record................... 7
ARTICLE X.
INDEMNIFICATION AND INSURANCE:
Section 1. Indemnification.................. 7
Section 2. Insurance........................ 8
ARTICLE XI.
SEAL............................................. 8
ARTICLE XII.
AMENDMENTS....................................... 8
The following Bylaws were adopted by Northwest Natural Gas Company on July 17,
1975 superseding amended Bylaws originally adopted in conformity with an order
of the District Court of the United States for the District of Oregon enforcing
a plan for rearrangement of the Company's capital structure effective December
31, 1951, and subsequently amended by the stockholders on May 17, 1954, May 20,
1957, May 21, 1973, and May 20, 1974.
BYLAWS
OF
NORTHWEST NATURAL GAS COMPANY
ARTICLE I.
OFFICES
SECTION 1. OFFICE. The principal office of the company shall be located in
the City of Portland, Oregon. The company also may have offices at such other
places both within and without the State of Oregon as the board of directors
from time to time may determine.
SECTION 2. REGISTERED OFFICE. The registered office of the company required
by law to be maintained in the state shall be at the same location as the
principal office unless otherwise designated by resolution of the board of
directors.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of shareholders of the
company for the election of directors and for the transaction of other business
shall be held at the company's office in the City of Portland, Oregon, or such
other place in that City as shall be determined by the board of directors, on
the fourth Thursday of May in each year, unless such day shall be a legal
holiday, in which event such meeting shall be held on the next business day. If
such meeting shall not be held on such day in any year, it shall be held within
60 days thereafter on such day as shall be fixed by the board of directors and
be specified in the notice of the meeting. Every such meeting shall be held at
the hour of two o'clock p.m., or at such other hour as shall be fixed by the
board and specified in such notice.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders of the
company may be called by the board of directors or the holders of not less than
one-tenth of all shares entitled to vote at the meeting. Each special meeting
shall be held for such purposes, at such place in the City of Portland, Oregon,
and at such time as shall be specified in the notice thereof.
SECTION 3. NOTICE. Written or printed notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than 10 nor more
than 50 days before the date of the meeting, either personally or by mail, by or
at the direction of the board of directors or the persons calling the meeting,
to each shareholder of record entitled to vote at such meeting.
SECTION 4. FIXING 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 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, such date in any case to be not more than 50 days
and, in the case of a meeting of shareholders, not less than 10 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, the date on which notice
of the meeting is mailed or the date on which the resolution of the board
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
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SECTION 5. RECORD OF SHAREHOLDERS. The officer or agent having charge of
the transfer books for shares of the company shall make, at least 10 days before
each meeting of shareholders, a complete record of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order
with the address of and the number of shares held by each, which record, for a
period of 10 days prior to such meeting, shall be kept on file at the registered
office of the company and shall be subject to inspection by any shareholder at
any time during usual business hours. Such record also shall be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
transfer books for shares shall be prima facie evidence as to who are the
shareholders entitled to examine such record or transfer books or to vote at any
meeting of the shareholders.
SECTION 6. QUORUM. A majority of the shares of the company entitled to
vote, represented in person or by proxy, shall constitute a quorum at all
meetings of shareholders. If a quorum is present, in person or by proxy, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number, or voting by classes, is required by law or
the Restated Articles of Incorporation.
If a quorum shall not be represented at any meeting of shareholders, the
shareholders represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. The shareholders represented at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
SECTION 7. VOTING. 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 to the extent that the voting rights of the shares of any
class or classes are limited or denied by law or the Restated Articles of
Incorporation. At each election of directors holders of shares of common stock
have the right to cumulative voting as provided for in the Restated Articles of
Incorporation. A shareholder may vote either in person or by proxy. A
shareholder may authorize a person or persons to act for the shareholder as
proxy in any manner permitted by law. An authorization of a proxy is effective
when received by the secretary of the company or other officer or agent
authorized to tabulate votes.
SECTION 8. CONDUCT OF MEETINGS. Every meeting of shareholders shall be
presided over by the chairman of the board, in his or her absence by the
president, in their absence by a vice president or, if none be present, by a
chairman appointed by the shareholders present at the meeting. The minutes of
such meeting shall be recorded by the secretary or an assistant secretary but,
if neither be present, by a secretary appointed for that purpose by the chairman
of the meeting. The board of directors may adopt by resolution such rules and
regulations for the conduct of meetings of shareholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the board of directors, the chairman of any meeting of
shareholders shall have the exclusive right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment of
such chairman, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the board of directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (a) the establishment of an agenda or order of business for the
meeting; (b) rules and procedures for maintaining order at the meeting and the
safety of those present; (c) limitations on attendance at or participation in
the meeting to shareholders of record of the company, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting shall
determine; (d) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (e) limitations on the time allotted to questions or
comments by participants. Unless and to the extent determined by the board of
directors or the chairman of the meeting, meetings of shareholders shall not be
required to be held in accordance with the rules of parliamentary procedure.
SECTION 9. PROPER BUSINESS FOR MEETINGS. (a) No business shall be conducted
at any meeting of shareholders that has not been properly brought before the
meeting. To be properly brought before a special meeting of shareholders,
business must be specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the board of directors or the persons calling
the meeting. To be properly brought before an annual meeting of shareholders,
business must be either (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 the chairman of the board, or (iii) otherwise properly brought
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before the meeting by a shareholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the secretary of the company. To be timely, a shareholder's notice must be
delivered to the secretary at the principal executive office of the company not
less than 90 days prior to the first anniversary of the previous year's annual
meeting of shareholders; provided, however, that in the event that the date of
the annual meeting is advanced by more than 30 days or delayed (other than as a
result of adjournment) by more than 30 days from the anniversary of the previous
year's annual meeting, notice by a shareholder to be timely must be delivered
not later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made. For purposes of this section, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the company with the Securities and Exchange
Commission; (b) A shareholder's notice to the secretary shall set forth (i) one
or more matters appropriate for shareholder action that the shareholder proposes
to bring before the meeting, (ii) a brief description of the matters desired to
be brought before the meeting and the reasons for conducting such business at
the meeting, (iii) the name and record address of the shareholder, (iv) the
class and number of shares of the company that the shareholder owns or is
entitled to vote and (v) any material interest of the shareholder in such
matters; and (c) The chairman of the meeting shall have the power and duty (i)
to determine whether any proposed business was properly brought before the
meeting in accordance with the procedures set forth in this Section 9, and (ii)
if the chairman determines that any proposed business was not brought before the
meeting in compliance with this Section 9, to declare that such proposed
business shall not be transacted.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. DIRECTORS. The business and affairs of the company shall be
managed by its board of directors. The number of members of the board, their
classification and terms of office, and the manner of their election and removal
shall be determined as provided by the Restated Articles of Incorporation.
Directors need not be residents of the State of Oregon or shareholders of the
company. Effective July 1, 2002, no person who has reached the age of 70 years
shall be eligible to be elected a director, but a director may serve until the
next annual meeting of shareholders after reaching that age.
SECTION 2. CHAIRMAN OF THE BOARD. The board of directors may elect one of
its members as chairman of the board. The chairman of the board, if that
position be filled, shall preside at all meetings of the shareholders and the
board of directors and shall have such other duties and responsibilities as may
be prescribed by the board of directors. If there shall be no chairman of the
board, or in his or her absence or disability, the president also shall exercise
the duties and responsibilities of that position.
SECTION 3. COMPENSATION. Directors shall receive such reasonable
compensation for their services as may be fixed from time to time by resolution
of the board of directors, and shall be reimbursed for their expenses properly
incurred in the performance of their duties as directors. No such payment shall
preclude any director from serving the company in any other capacity and
receiving such reasonable compensation for such services as may be fixed by
resolution of the board.
ARTICLE IV.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. REGULAR MEETINGS. Regular meetings of the board of directors
shall be held in the company's offices at two o'clock p.m., Pacific Time, on the
fourth Thursday of February, April, May, July and September, and on the third
Thursday of December, or on such other date or at such other hour and place as
shall be specified in the notice of meeting. The date, time and place for
holding regular meetings of the board of directors may be changed upon the
giving of notice to all directors by or at the request of the chairman of the
board or the president. The board may provide by resolution the time and place
either within or without the State of Oregon for holding of meetings or may omit
the holding of any meeting without other notice than such resolution.
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SECTION 2. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by or at the request of the chairman of the board, the chairman of the
governance committee, the president or any two directors. The person or persons
authorized to call special meetings of the board may fix any place, either
within or without the State of Oregon, as the place for holding any special
meeting of the board called by them. Notice of the time and place of special
meetings shall be given to each director at least one day in advance by the
secretary or other officer performing his or her duties.
SECTION 3. WAIVER OF NOTICE. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice
of such 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 called or convened. Except as otherwise provided by law or the
Restated Articles of Incorporation, neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting.
SECTION 4. QUORUM. A majority of the number of directors at any time fixed
by resolution adopted by the affirmative vote of a majority of the entire board
of directors shall constitute a quorum for the transaction of business. If a
quorum shall not be present at any meeting of directors, the directors present
may adjourn the meeting from time to time without further notice until a quorum
shall be present.
SECTION 5. MANNER OF ACTING. Except as otherwise provided by law or the
Restated Articles of Incorporation, the act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at a meeting of the board of directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors entitled to vote with respect to the subject matter thereof.
ARTICLE V.
COMMITTEES OF THE BOARD
SECTION 1. GOVERNANCE COMMITTEE. The board of directors at any time, by
resolution adopted by a majority of the board of directors, may appoint a
governance committee composed of three or more independent directors. The board
shall designate one member of the committee as chairman. The committee shall
have and may exercise all of the authority of the board of directors in the
management of the company, except with respect to matters upon which by law only
the board of directors may act. The committee's responsibilities shall include
serving as the nominating committee of the board; making recommendations to the
board on board and board committee composition and structure, including
recommendations with respect to committee and committee chairmanship
assignments; and conducting periodic board self-assessments, peer reviews of
individual directors and evaluations of committee effectiveness. The committee
shall also perform such other functions as the board by resolution from time to
time may direct.
SECTION 2. AUDIT COMMITTEE. The board of directors at any time, by
resolution adopted by a majority of the board of directors, may appoint an audit
committee composed of three or more independent directors. The board shall
designate one member of the committee as chairman. The duties of the committee
shall be to discuss and review with the company's independent auditors the
annual audit of the company, including the scope of the audit, and report the
results of this review to the board; to meet with the independent auditors at
such other times as the committee shall deem to be advisable; and to perform
such other functions as the board by resolution from time to time may direct.
SECTION 3. ORGANIZATION AND EXECUTIVE COMPENSATION COMMITTEE. The board of
directors at any time, by resolution adopted by a majority of the board of
directors, may appoint an organization and executive compensation committee
composed of three or more independent directors. The board shall designate one
member of the committee as chairman. The duties of the committee shall be to
discuss and review the management of the affairs of the company relating to its
organization and to executive personnel and their compensation, and to perform
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such other functions as the board by resolution from time to time may direct.
SECTION 4. STRATEGIC PLANNING COMMITTEE. The board of directors at any
time, by resolution adopted by a majority of the board of directors, may appoint
from among its members a strategic planning committee composed of three or more
directors, a majority of whom shall not be officers or retired officers of the
company. Any action required or permitted to be taken by the committee must be
approved by a majority of the committee members present at a meeting at which a
quorum is present. The board shall designate one member of the committee who is
not an officer or retired officer of the company as chairman. The duties of the
committee shall be to review and make recommendations to the board with respect
to the company's long-term strategic goals, objectives and plans. The committee
shall also perform such other functions as the board by resolution from time to
time may direct.
SECTION 5. FINANCE COMMITTEE. The board of directors at any time, by
resolution adopted by a majority of the board of directors, may appoint a
finance committee composed of three or more directors, a majority of whom shall
not be officers or retired officers of the company. Any action required or
permitted to be taken by the committee must be approved by both (a) a majority
of the committee members present at a meeting at which a quorum is present, and
(b) a majority of the total number of committee members who are not officers or
retired officers of the company. The board shall designate one member of the
committee who is not an officer or retired officer of the company as chairman.
The duties of the committee shall be to discuss and review the management of the
affairs of the company relating to financing, including the development of
long-range financial planning goals and financial policy, and to perform such
other functions as the board by resolution from time to time may direct.
SECTION 6. PUBLIC AFFAIRS AND ENVIRONMENTAL POLICY COMMITTEE. The board of
directors at any time, by resolution adopted by a majority of the board of
directors, may appoint from among its members a public affairs and environmental
policy committee composed of three or more directors, a majority of whom shall
not be officers or retired officers of the company. Any action required or
permitted to be taken by the committee must be approved by both (a) a majority
of the committee members present at a meeting at which a quorum is present, and
(b) a majority of the total number of committee members who are not officers or
retired officers of the company. The board shall designate one member of the
committee who is not an officer or retired officer of the company as chairman.
The duties of the committee shall be (i) to monitor significant environmental
issues affecting the company and to recommend to the board appropriate
environmental policies, and (ii) to consider, review and monitor significant
matters of public interest and societal trends, and the company's community
affairs, charitable contributions, diversity and equal employment opportunity
compliance programs. The committee shall also perform such other functions as
the board by resolution from time to time may direct.
SECTION 7. OTHER COMMITTEES. The board of directors at any time, by
resolution adopted by a majority of the board of directors, may appoint from
among its members such other committees and the chairmen thereof as it may deem
to be advisable. Each such committee shall have such powers and authority as are
set forth in the resolutions pertaining thereto from time to time adopted by the
board.
SECTION 8. CHANGES OF SIZE AND FUNCTION. Subject to the provisions of law,
the board of directors shall have the power at any time to increase or decrease
the number of members of any committee, to fill vacancies thereon, to change any
members thereof and to change the functions and terminate the existence thereof.
SECTION 9. CONDUCT OF MEETINGS. Each committee shall conduct its meetings
in accordance with the applicable provisions of these bylaws relating to the
conduct of meetings of the board of directors. Each committee shall adopt such
further rules and regulations regarding its conduct, keep such minutes and other
records and appoint such subcommittees and assistants as it shall deem to be
appropriate.
SECTION 10. COMPENSATION. Persons serving on any committee shall receive
such reasonable compensation for their services on such committee as may be
fixed by resolution of the board of directors, provided that no person shall
receive compensation for his or her services on any committee while serving as
an officer of the company.
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ARTICLE VI.
NOTICES
SECTION 1. FORM AND MANNER. Whenever, under the provisions of law or the
Restated Articles of Incorporation, notice is required to be given to any
director or shareholder, unless otherwise specified, it shall be given in
writing by mail addressed to such director or shareholder at his or her address
as it appears on the stock transfer books or other records of the company, with
postage thereon prepaid, and such notice shall be deemed to be delivered when
deposited in the United States Mail. Notice to directors also may be given by
telephone or in any other manner which is reasonably calculated to give adequate
notice.
SECTION 2. WAIVER. Whenever any notice whatever is required to be given
under the provisions of law, the Restated Articles of Incorporation or these
bylaws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE VII.
OFFICERS
SECTION 1. ELECTION. The board of directors, at its first meeting following
the annual meeting of shareholders each year, shall elect one of its members as
president and shall elect a secretary. At such meeting, or at any other time it
shall deem appropriate, the board may elect one or more vice presidents and a
treasurer. The board also may elect or appoint such other officers and agents as
it may deem necessary. Any two or more offices may be held by the same person,
except the offices of president and secretary.
SECTION 2. COMPENSATION. The officers of the company shall receive such
reasonable compensation for their services as from time to time may be fixed by
resolution of the board of directors.
SECTION 3. TERM. The term of office of all officers shall commence upon
their election or appointment and shall continue until the first meeting of the
board of directors following the annual meeting of shareholders and thereafter
until their successors shall be elected or until their resignation or removal. A
vacancy occurring in any office of the company for whatever reason may be filled
by the board.
SECTION 4. REMOVAL. Any officer or agent elected or appointed by the board
of directors may be removed by the board whenever in its judgment the best
interests of the company will be served thereby but such removal shall be
without prejudice to the contract rights, if any, of the officer or agent so
removed.
SECTION 5. PRESIDENT. Unless otherwise determined by the board of
directors, the president shall be the chief executive officer of the company
and, subject to the control of the board of directors, shall be responsible for
the general administration and operation of the company. He shall have such
other duties and responsibilities as may pertain to such office or be prescribed
by the board of directors. In the absence or disability of the president, an
officer designated by the board shall exercise the duties and responsibilities
of the president.
SECTION 6. VICE PRESIDENTS. Each vice president shall have such duties and
responsibilities as may be prescribed by the board of directors and the
president. The board or the president may confer a special title upon a vice
president.
SECTION 7. SECRETARY. The secretary shall record and keep the minutes of
the shareholders in one or more books provided for that purpose; see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; and perform such other duties as may be prescribed by the board
or the president. The secretary shall have custody of the corporate seal of the
company and shall affix the seal to any instrument requiring it and attest the
same by his or her signature.
The assistant secretaries shall have such duties as may be prescribed from
time to time by the board, the president or the secretary. In the absence or
disability of the secretary, his or her duties shall be performed by an
assistant secretary.
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SECTION 8. TREASURER. The treasurer shall have charge and custody and be
responsible for all funds and securities of the company; deposit all moneys and
other valuable effects in the name and to the credit of the company in such
depositories as may be designated by the board of directors; and disburse the
funds of the company as may be authorized by the board and take proper vouchers
for such disbursements. The treasurer shall have such other duties as may be
prescribed from time to time by the board or the president. In the absence or
disability of the treasurer, his or her duties shall be performed by an
assistant treasurer.
ARTICLE VIII.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors by resolution may authorize
any officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the company, and such
authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the company and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the board of directors. Such authority may be general or confined
to specific instances.
SECTION 3. CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the company shall be signed by such officer or officers, agent or agents of the
company and in such manner as shall from time to time be determined by
resolution of the board of directors.
SECTION 4. DEPOSITS. All funds of the company not otherwise employed shall
be deposited from time to time to the credit of the company in such banks, trust
companies or other depositories as the board of directors or officers of the
company designated by the board may select, or be invested as authorized by the
board.
ARTICLE IX.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
company shall be issued only for whole numbers of shares and shall be in such
form as the board of directors may, from time to time, prescribe in accordance
with the laws of the State of Oregon. Such certificates shall be signed by the
president or a vice president and by the secretary or an assistant secretary and
sealed with the corporate seal or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles thereof. In case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the company as the board may authorize.
SECTION 2. TRANSFER. Shares of stock of the company shall be transferable
on the books of the company by the holder of record thereof, or by his or her
legal representative who shall furnish proper evidence of authority to transfer,
or by his or her attorney thereunto authorized by duly executed power of
attorney, and on surrender for cancellation of the certificates for such shares.
The board of directors may appoint one or more transfer agents and registrars of
stock of the company.
SECTION 3. OWNER OF RECORD. The company shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends and to vote as such owner and shall not be bound to recognize
any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.
ARTICLE X.
INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION. The company shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the company, or is or was serving at the request
of the company as a director, officer, employee, agent or fiduciary of another
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corporation, partnership, joint venture, trust or other enterprise or any
employee benefit plan, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with the defense or settlement of such action, suit or
proceeding to the fullest extent permissible under the Oregon Business
Corporation Act or the indemnification provisions of any successor Act. The
foregoing rights of indemnification shall not be exclusive of any other rights
to which any such person so indemnified may be entitled, under any agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office; shall continue as to a person who has ceased to be a
director, officer, employee or agent; and shall inure to the benefit of the
heirs, executors and administrators of such a person.
SECTION 2. INSURANCE. The company may purchase and maintain insurance (and
pay the entire premium therefor) on behalf of any person who is or was a
director, officer, employee or agent of the company, or is or was serving at the
request of the company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the company
would have the power to indemnify him or her against such liability under the
provisions of the Oregon Business Corporation Act or any successor Act; and on
behalf of any person who is or was a fiduciary under the Employee Retirement
Income Security Act of 1974 with regard to an employee benefit plan of the
company against any liability asserted against him or her and incurred by him or
her in his or her fiduciary capacity.
ARTICLE XI.
SEAL
The corporate seal of the company shall be circular in form and shall bear
an inscription containing the name of the company, the year of its organization,
the state of its incorporation and the words "Corporate Seal."
ARTICLE XII.
AMENDMENTS
These bylaws, or any of them, may be altered, amended or repealed, or new
bylaws adopted, by resolution of a majority of the board of directors, subject
to repeal or change by action of the shareholders.
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