EXHIBIT 3.18
BYLAWS
OF
MAAX-HYDRO SWIRL MANUFACTURING CORP.
ARTICLE 1
SHAREHOLDERS
Section 1: Annual Meeting.
The annual meeting of the shareholders shall be held at the registered office of
the Corporation, or at such other place as may be designated in the notice of
meeting, on the third Thursday of October of each year, unless this day is a
legal holiday, in which event the meeting shall be held at the same place on the
next succeeding business day. In the event that the annual meeting is omitted by
oversight or otherwise on the established date, the Directors shall cause an
alternative annual meeting of shareholders to be held as soon after the
scheduled meeting as practicable and any business transacted or elections held
at that meeting shall be as valid as if transacted or held at the scheduled
annual meeting.
Section 2: Special Meetings.
The President or a majority of the Board of Directors may call special meetings
of the shareholders for any purpose. At the request of the holders of not less
than one hundred percent (100%) of all the outstanding shares of the Corporation
entitled to vote on any issue proposed or considered at the meeting, the
President shall call a special meeting of the shareholders. The Board of
Directors shall select the time and place of any special meeting.
Section 3: Notice of Meeting.
Written notice of annual or special meetings of shareholders stating the place,
day, and hour of the meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given by the Corporation
to each shareholder of record entitled to vote on any issue proposed or
considered at the meeting (unless required by law to send notice to all
shareholders, regardless of whether or not all shareholders are entitled to
vote). Such notice shall be given not less than ten (10) days (unless the
meeting is to consider amendment of the Articles of Incorporation, a merger or
share exchange, a sale or substantially all of the Corporation's assets other
than in the ordinary course of business or dissolution of the Corporation in
which case notice shall be given not less than twenty (20) days) nor more than
sixty (60) days prior to the date of the meeting, and shall be mailed to the
shareholders' addresses as they appear on the current record of shareholders of
the Corporation.
Section 4: Waiver of Notice.
Notice of the time, place, and purpose of any meeting may be waived in writing
(either before or after such meeting) and will be waived by any shareholder by
his attendance thereat in person or by proxy, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting or by the shareholder's failure to object at the time of
presentation of a matter not within the purpose(s) described in the notice of
the meeting. Any shareholder so waiving shall be bound by the proceedings of any
such meeting in all respects as if due notice thereof had been given.
Section 5: Quorum and Adjourned Meetings.
A majority of the outstanding shares of the corporation entitled to vote on a
matter, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders with respect to such matter. A majority of the shares
represented at a meeting, even if less than a quorum, may adjourn the meeting
from time to time without further notice. At such reconvened 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 notified. If a meeting
is adjourned to a different date, time or place, notice need not be given to
such new date, time or place if a new date, time or place is announced at the
meeting before adjournment; however, if a new record date for the adjourned
meeting is or must be fixed in accordance with the corporate laws of the state
of Washington, notice of the adjourned meeting must be given to persons who are
shareholders as of the new record date. The shareholders present at a duly
organized meeting may continue to transact business at such meeting and at any
adjournment of such meeting (unless a new record date is or must be set for the
adjourned meeting), notwithstanding the withdrawal of enough shareholders from
either meeting to leave less than a quorum.
Section 6: Proxies.
At all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by the shareholder's attorney in fact and filed
with the Secretary of the Corporation before or at the time of the meeting. No
proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.
Section 7: Action by Shareholders Without a Meeting.
Any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if a written consent setting forth the action so
taken is signed by all shareholders entitled to vote with respect to the matter.
The written consent shall be inserted in the minute book as if it were the
minutes of the meeting of the shareholders.
Section 8: Voting of Shares.
Except as otherwise provided by applicable law, in the Articles of Incorporation
or in these Bylaws, every shareholder of record shall have the right at every
shareholders' meeting to one vote for every share standing in his name on the
books of the Corporation, and the affirmative vote of a majority of the shares
represented at a meeting and entitled to vote thereat shall be
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necessary for the adoption of a motion or for the determination of all questions
and business which shall come before the meeting.
Section 9: 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, the Board of Directors may fix in advance a record date
for any such determination of shareholders, such date to be not more than
seventy (70) 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 day before the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors 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, unless the Board of
Directors fixes a new record date, which it must do if the meeting is adjourned
more than one hundred twenty (120) days after the date is fixed for the original
meeting.
ARTICLE 2
BOARD OF DIRECTORS
Section 1: Powers.
All corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed under the direction of,
the Board of Directors, except as otherwise provided in the Articles of
Incorporation.
Section 2: Composition.
The Board of Directors shall consist of two (2) Directors. Each Director will
serve until the next annual meeting and until his successor is elected and
qualified unless he resigns or is removed or unless a reduction in the number of
Directors eliminates his position as of such annual meeting. Directors must be
at least eighteen (18) years old, but need not be shareholders of the
Corporation.
Section 3: Election of Directors.
The terms of each initial Director will expire at the first shareholders'
meeting at which Directors are elected and qualified, unless he resigns or is
removed. In the election of Directors, each shareholder of record will have one
vote for each share owned by the shareholder. Shareholders may not cumulate
their votes in the election of Directors.
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Section 4: Vacancies.
Vacancies in the Board of Directors shall be filled by the remaining members of
the Board, whether they constitute a quorum or not, and each person so elected
shall be a Director until a successor is elected by the shareholders, who may
make such election at the next annual meeting of the shareholders, or at any
prior special meeting duly called for the purpose.
Section 5: Meetings.
(a) The annual meeting of the Board of Directors shall be held
immediately after the annual shareholders' meeting at the same place as the
annual shareholders' meeting or at such other place and at such time as may be
determined by the Directors. No notice of the annual meeting of the Board of
Directors shall be necessary.
(b) Special meetings may be called at any time and place upon the call
of the president, secretary, or any Director. Notice of the time and place of
each special meeting shall be given by the secretary, or the persons calling the
meeting, by mail, private carrier, radio, telegraph, telegram, facsimile
transmission, personal communication by telephone or otherwise at least two (2)
days in advance of the time of the meeting. The purpose of the meeting need not
be given in the notice. Notice of any special meeting may be waived in writing
by any method allowed for giving written notice of the meeting (either before or
after such meeting) and will be waived by any Director by attendance thereat.
(c) Regular meetings of the Board of Directors shall be held at such
place and on such day and hour as shall from time to time be fixed by resolution
of the Board of Directors. No notice of regular meetings of the Board of
Directors shall be necessary.
(d) At any meeting of the Board of Directors, any business may be
transacted, and the Board may exercise all of its powers.
Section 6: Quorum and Voting.
(a) A majority of the Directors in office at the time of any meeting
shall constitute a quorum, but a lesser number may adjourn any meeting from time
to time until a quorum is obtained, and no further notice thereof need be given.
(b) At each meeting of the Board of Directors at which a quorum is
present, the act of a majority of the Directors present at the meeting shall be
the act of the Board of Directors. The Directors present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Directors to leave less than a quorum.
Section 7: Removal.
At a special meeting of the shareholders called expressly for that purpose one
(1) or more members of the Board of Directors (including the entire Board) may
be removed, with or without cause, by a vote of a majority of the shareholders
then entitled to vote on the election of Directors.
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Section 8: Compensation.
By Board resolution, Directors may be paid their expenses, if any, of attendance
at each Board meeting or a fixed sum for attendance at each Board meeting or a
stated salary as a Director or any combination of the foregoing. No such payment
shall preclude any Director from serving the Corporation in any other capacity
and receiving compensation therefor.
Section 9: Presumption of Assent.
A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless:
(a) The Director objects at the beginning of the meeting, or promptly
upon the Director's arrival, to holding it or transacting business at the
meeting;
(b) The Director's dissent or abstention from the action taken is
entered in the minutes of the meeting; or
(c) The Director delivers written notice of the Director's dissent or
abstention to the presiding officer of the meeting before its adjournment or to
the corporation within a reasonable time after adjournment of the meeting.
The right of dissent or abstention is not available to a Director who votes in
favor of the action taken.
Section 10: Action by Directors Without a Meeting.
Any action required or permitted to be taken at a meeting of the Board may be
taken without a meeting if a written consent setting forth the action to be
taken is signed by each of the Directors. Any such written consent shall be
inserted in the minute book as if it were the minutes of a Board meeting.
Section 11: Committees.
The Board of Directors, by resolution adopted by a majority of the full Board of
Directors, may designate from among its members one or more committees, each of
which must have two or more members and, to the extent provided in such
resolution, shall have and may exercise all the authority of the Board of
Directors, except that no such committee shall have the authority to: authorize
or approve a distribution except according to a general formula or method
prescribed by the Board of Directors; approve or propose to shareholders action
that the Washington Business Corporation Act requires to be approved by
shareholders; fill vacancies on the Board of Directors or on any of its
committees; amend any Articles of Incorporation not requiring shareholder
approval; adopt, amend or repeal Bylaws; approve a plan of merger not requiring
shareholder approval; or authorize or approve the issuance or sale or contract
for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that the
Board of Directors may authorize a committee, or a senior executive
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officer of the Corporation, to do so within limits specifically prescribed by
the Board of Directors.
ARTICLE 3
SPECIAL MEASURES FOR CORPORATE ACTION
Section 1: Actions by Written Consent.
Any corporate action required or permitted by the Articles of Incorporation,
Bylaws, or the laws under which the Corporation is formed, to be voted upon or
approved at a duly called meeting of the Directors, committee of Directors, or
shareholders may be accomplished without a meeting if one or more unanimous
written consents of the respective Directors or shareholders, setting forth the
actions so taken, shall be signed, either before or after the action taken, by
all the Directors, committee members, or shareholders, as the case may be.
Action taken by unanimous written consent is effective when the last Director or
committee member signs the consent, unless the consent specifies a later
effective date. Action taken by unanimous written consent of the shareholders is
effective when all consents are in possession of the Corporation, unless the
consent specifies a later effective date.
Section 2: Meetings by Conference Telephone.
Members of the Board of Directors, members of a committee of Directors, or
shareholders may participate in their respective meetings by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time;
participation in a meeting by such means shall constitute presence in person at
such meeting.
ARTICLE 4
OFFICERS
Section 1: Election & Term of Office.
The officers of the Corporation shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer, who shall be elected by the Board of
Directors at the annual meeting of the Board, to serve until the next annual
meeting and until their successors are elected and have qualified. Vacancies in
any term of office may be filled by the Board of Directors at any meeting. Any
two or more offices may be held by the same person.
Section 2: President.
Except as otherwise provided by the Board of Directors, the President shall
preside at all Directors' and shareholders' meetings, shall have general
management of the affairs of the Corporation, shall sign all written contracts
of the Corporation, shall appoint and discharge all agents and employees,
subject always to the approval of the Board of Directors, and subject to the
right of the Board of Directors to remove or discharge the same, and shall
perform all of such
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other duties as are incident to the office or as may be required of the
President by the Board of Directors.
Section 3: Vice President.
The Vice President shall in the absence or incapacity of the President perform
the duties of that office and any other duties specified by the Board of
Directors.
Section 4: Secretary.
The Secretary of the Corporation shall keep the minutes of all Directors' and
shareholders' meetings. The Secretary shall attend to the giving and serving of
all notices of the Corporation, shall have charge of all corporate record books,
shall be custodian of the corporate seal, shall attest by signature all written
contracts of the Corporation, and shall perform all such other duties as are
incident to the office or may be required of the Secretary by the Board of
Directors.
Section 5: Treasurer.
The Treasurer shall keep regular books of account, and shall submit them,
together with all corporate records and papers, to the Board of Directors at any
meeting when required to do so. The Treasurer shall, if required to do so by the
Board of Directors, give such bond for the faithful performance of the office as
the Board may determine, and shall perform all such other duties as are incident
to the office or as may be required by the Board of Directors.
Section 6: Other Officers.
In addition to the foregoing officers, the Board of Directors may, from time to
time, elect such other officers as they may see fit, with such duties as the
Board may deem proper.
Section 7: Removal.
The Board of Directors shall have the right to remove any officer whenever in
its judgment the best interests of the Corporation will be served thereby.
Section 8: Salaries.
The salaries of all officers of the Corporation shall be fixed by the Board of
Directors.
ARTICLE 5
STOCK
Section 1: Issuance, Form and Execution of Certificates.
No shares of the Corporation shall be issued unless authorized by the Board.
Such authorization shall include the maximum number of shares to be issued, the
consideration to be received for each share, the value of noncash consideration,
and a statement that the Board has determined that such consideration is
adequate. Certificates for shares of the Corporation shall be in such
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form as is consistent with the provisions of the Washington Business Corporation
Act and shall state:
(a) The name of the Corporation and that the Corporation is organized
under the laws of this State;
(b) The name of the person to whom issued; and
(c) The number and class of shares and the designation of the series, if
any, which such certificate represents.
They shall be signed by one or more officers of the Corporation, and the seal of
the Corporation may be affixed thereto. Certificates may be issued for
fractional shares. No certificate shall be issued for any share until the
consideration established for its issuance has been paid.
Section 2: Transfer of Shares.
Transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation by the shareholder of record or by the shareholder's
legal representative, who must furnish proper evidence of authority to transfer,
or by the shareholder's attorney in fact authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificates for such shares. The person in whose name
shares stand on the books of the Corporation shall be the only one entitled to
notice of shareholders' meetings or to vote the shares.
Section 3: Loss or Destruction of Certificates.
In case of loss or destruction of any certificate of shares, another may be
issued in its place upon proof of such loss or destruction and upon the giving
of security, satisfactory to the Secretary, against loss to the Corporation. The
new certificate may be issued without requiring any bond when in the judgment of
the Board of Directors it is proper to do so. Any new certificate must be
plainly marked "Duplicate" on its face.
ARTICLE 6
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or Director of
the Corporation under the provisions of these Bylaws or under the provisions of
the Articles of Incorporation or under the provisions of the Washington Business
Corporation Act, a waiver of the notice in writing, signed by the person or
persons entitled to such notice, will substitute for the required notice.
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ARTICLE 7
CONTRACTS, LOANS, CHECKS & DEPOSITS
Section 1: Contracts.
The Board may authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of the
Corporation, and such authority may be general or confined to specific
instances.
Section 2: Loans.
No loans shall be contracted on behalf of the Corporation and no evidences of
any indebtedness shall be issued in its name unless authorized by a resolution
of the Board. Such authority may be general or confined to specific instances.
Section 3: Loans to Officers & Directors.
No loans shall be made by the Corporation to its officers or Directors, unless
first approved by the holders of two-thirds (2/3) of the shares, and no loans
shall be made by the Corporation secured by its shares.
Section 4: Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, shall be signed
by such officer or officers, agent or agents, of the Corporation and in such
manner as is from time to time determined by resolution of the Board.
Section 5: Deposits.
All funds from the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board may elect.
ARTICLE 8
FISCAL YEAR
The fiscal year of the Corporation shall be set by resolution of the Board of
Directors.
ARTICLE 9
SEAL
The seal of the Corporation shall consist of the name of the Corporation and the
signature of its President or Vice President.
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ARTICLE 10
INDEMNIFICATION OF OFFICERS, DIRECTORS
EMPLOYEES AND AGENTS
1. Definitions. For purposes of this Article:
(a) "Corporation" includes any domestic or foreign predecessor
entity of the Corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
(b) "Director" means an individual who is or was a Director of the
Corporation or an individual who, while a Director of the Corporation, is or was
serving at the Corporation's request as a Director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A Director is
considered to be serving an employee benefit plan at the Corporation's request
if the director's duties to the Corporation also impose duties on, or otherwise
involve services by, the Director to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a Director.
(c) "Expenses" include counsel fees.
(d) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine, including an excise tax assessed with respect to an
employee benefit plan, or reasonable expenses incurred with respect to a
proceeding.
(e) "Official capacity" means: (i) When used with respect to a
Director, the office of Director in the Corporation; and (ii) when used with
respect to an individual other than a Director, as contemplated in Section 8 of
this Article, the office in the Corporation held by the officer or the
employment or agency relationship undertaken by the employee or agent on behalf
of the Corporation. "Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise.
(f) "Party" includes an individual who was, is or is threatened to
be made a named defendant or respondent in a proceeding.
(g) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal.
2. Mandatory Indemnification.
(a) The Corporation shall indemnify a Director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the Director was a party because of being a Director of the Corporation
against reasonable expenses incurred by the Director in connection with the
proceeding.
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(b) Except as provided in subsection (e) of this Section 2, the
Corporation shall indemnify an individual made a party to a proceeding because
the individual is or was a Director against liability incurred in the proceeding
if:
(i) The individual acted in good faith; and
(ii) The individual reasonably believed:
(A) In the case of conduct in the individual's
official capacity with the Corporation, that the individual's conduct was in the
Corporation's best interests;
(B) In all other cases, that the individual's conduct
was at least not opposed to the Corporation's best interests; and
(iii) In the case of any criminal proceeding, the individual
had no reasonable cause to believe the individual's conduct was unlawful.
(c) A Director's conduct with respect to an employee benefit plan
for a purpose the Director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (b)(ii) of this Section 2.
(d) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the Director did not meet the standard of
conduct described in this Section.
(e) The Corporation shall not indemnify a Director under this
Section 2:
(i) In connection with a proceeding by or in the right of
the Corporation in which the Director was adjudged liable to the Corporation; or
(ii) In connection with any other proceeding charging
improper personal benefit to the Director, whether or not involving action in
the Director's official capacity, in which the Director was adjudged liable on
the basis that personal benefit was improperly received by the Director.
(f) Indemnification under Section 2 of this Article in connection
with a proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.
3. Advance for Expenses.
(a) The Corporation shall pay for or reimburse the reasonable
expenses incurred by a Director who is a party to a proceeding in advance of
final disposition of the proceeding if:
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(i) The Director furnishes the Corporation a written
affirmation of the Director's good faith belief that the Director has met the
standard of conduct described in Section 2 of this Article; and
(ii) The Director furnishes the Corporation a written
undertaking, executed personally or on the Director's behalf, to repay the
advance if it is ultimately determined that the Director did not meet the
standard of conduct.
(b) The undertaking required by subsection (a)(i) of this Section
3 must be an unlimited general obligation of the Director but need not be
secured and may be accepted without reference to financial ability to make
repayment.
4. Court-Ordered Indemnification. A Director of the Corporation who is
a party to a proceeding may apply for indemnification or advance of expenses to
the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court after giving any notice
the court considers necessary, may order indemnification or advance of expenses
if it determines:
(a) The Director is entitled to mandatory indemnification under
Section 2 of this Article, in which case the court shall also order the
Corporation to pay the Director's reasonable expenses incurred to obtain
court-ordered indemnification;
(b) The Director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
Director met the standard of conduct set forth in Section 2 of this Article, but
if the Director was adjudged so liable, the Director's indemnification is
limited to reasonable expenses incurred; or
(c) In the case of an advance of expenses, the Director is
entitled pursuant to the Articles of Incorporation, Bylaws or any applicable
resolution or contract, to payment or reimbursement of the Director's reasonable
expenses incurred as a party to the proceeding in advance of final disposition
of the proceeding.
5. Determination and Authorization of Indemnification.
(a) The Corporation shall not indemnify a Director under this
Article unless authorized in the specific case after a determination has been
made that indemnification of the Director is permissible in the circumstances
because the Director has met the standard of conduct set forth in Section 2(b)
of this Article.
(b) The determination shall be made:
(i) By the Board of Directors by majority vote of a quorum
consisting of Directors not at the time parties to the proceeding;
(ii) If a quorum cannot be obtained under (i) of this
subsection, by majority vote of a committee duly designated by the Board of
Directors, in which designation Directors who are parties may participate,
consisting solely of two or more Directors not at the time parties to the
proceeding;
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(iii) By special legal counsel:
(A) Selected by the Board of Directors or its
committee in the manner prescribed in (i) or (ii) of this subsection; or
(B) If a quorum of the Board of Directors cannot be
obtained under (i) of this subsection and a committee cannot be designated under
(ii) of this subsection, selected by a majority vote of the full Board of
Directors, in which selection Directors who are parties may participate; or
(iv) By the shareholders, but shares owned by or voted under
the control of Directors who are at the time parties to the proceeding may not
be voted on the determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(iii) of this Section to select counsel.
6. Indemnification of Officers, Employees, and Agents.
(a) An officer of the Corporation who is not a Director is
entitled to mandatory indemnification under Section 2(a) of this Article, and is
entitled to apply for court-ordered indemnification under Section 4 of this
Article, in each case to the same extent as a Director; and
(b) The Corporation may indemnify and advance expenses to an
officer, employee, or agent of the Corporation who is not a director to the same
extent as to a Director under this Article.
(c) The Corporation may also indemnify and advance expenses to an
officer, employee, or agent who is not a Director to the extent, consistent with
law, that may be provided by a general or specific action of its Board of
Directors, or contract.
7. Insurance. The Corporation may purchase and maintain insurance on
behalf of an individual who is or was a Director, officer, employee, or agent of
the Corporation, or who, while a Director, officer, employee, or agent of the
Corporation, is or was serving at the request of the Corporation as a Director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by the individual in
that capacity or arising from the individual's status as a Director, officer,
employee, or agent, whether or not the Corporation would have power to indemnify
the individual against the same liability under this Article.
8. Indemnification as a Witness. This Article does not limit a
Corporation's power to pay or reimburse expenses incurred by a Director in
connection with the Director's appearance
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as a witness in a proceeding at a time when the director has not been made a
named defendant or respondent to the proceeding.
9. Report to Shareholders. If the Corporation indemnifies or advances
expenses to a Director pursuant to this Article in connection with a proceeding
by or in the right of the Corporation, the Corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders' meeting.
10. Shareholder Authorized Indemnification.
(a) If authorized by a resolution adopted or ratified, before or
after the event, by the shareholders of the Corporation, the Corporation shall
have the power to indemnify or agree to indemnify a Director made a party to a
proceeding, or obligate itself to advance or reimburse expenses incurred in a
proceeding, without regard to the limitations contained in this Article (other
than this Section 10); provided that no such indemnity shall indemnify any
Director from or on account of:
(i) Acts or omissions of the Director finally adjudged to be
intentional misconduct or a knowing violation of law;
(ii) Conduct of the Director finally adjudged to be an
unlawful distribution under RCW 23B.08.310; or
(iii) Any transaction with respect to which it was finally
adjudged that such Director personally received a benefit in money, property or
services to which the Director was not legally entitled.
(b) Unless a resolution adopted or ratified by the shareholders of
the Corporation provides otherwise, any determination as to any indemnity or
advance of expenses under subsection (a) of this Section 10 shall be made in
accordance with Section 5 of this Article.
11. Amendment; Notice.
All Directors and officers of the Corporation shall be given at least
thirty (30) days advance written notice of any action contemplated by the Board
of Directors of the Corporation to amend or repeal any of the provisions of this
Article, and no amendments or modifications to the provisions of this Article
shall be effective unless and until such notice is given. All notices shall be
given in writing and shall be deemed effective at the earliest of the following:
(i) when received, (ii) five days after its deposit in the United States mail,
if mailed with first-class postage, prepaid and correctly addressed; or (iii) on
the date shown on the return receipt, if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
addressee. Any amendment to or repeal of this Article shall not adversely affect
any right or protection of a Director, officer, employee or agent of the
Corporation for or with respect to any acts or omissions of such persons
occurring prior to such amendment or repeal.
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12. Validity of Indemnification.
A provision addressing the Corporation's indemnification of or advance for
expenses to Directors that is contained in these bylaws, a resolution of its
shareholders or Board of Directors, or in a contract or otherwise, is valid only
if and to the extent the provision is consistent with RCW 238.08.500 through
238.08.580.
ARTICLE 11
AMENDMENT OF BYLAWS
Section 1: Shareholder Amendment.
These Bylaws may be amended by the shareholders of the Corporation at any annual
meeting, or at any special meeting properly called for that purpose at which a
quorum is present, by the affirmative vote of a majority of the outstanding
shareholders actually present and represented in person or by proxy.
Section 2: Board Amendment.
These Bylaws may be amended by the Board of Directors at any annual meeting or
at any special meeting properly called for that purpose, at which a quorum is
present, by the affirmative vote of a majority of the Directors present; subject
to the power of the shareholders to change or repeal such Bylaws. The Board of
Directors shall not make or alter any Bylaws fixing their qualifications,
classification, term of office or compensation.
ADOPTED by the Board of Directors this 19 day of October, 1995.
/s/ Richard Garneau
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Richard Garneau, Secretary
Attest:
/s/ Placide Poulin
- --------------------------------------
Placide Poulin, President
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