Exhibit 3.40
AMENDED AND RESTATED BYLAWS
OF
[Company]
(a Washington corporation)
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ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares
of the corporation shall set forth thereon the statements prescribed by
Section 23B.06.250 of the Washington Business Corporation Act ("Business
Corporation Act") and by any other applicable provision of law, shall be
signed, either manually or in facsimile, by any two of the following
officers: the President, a Vice-President, the Secretary, an Assistant
Secretary, the Treasurer, an Assistant Treasurer, or by any two officers
designated by the Board of Directors, and may bear the corporate seal or
its facsimile. If a person who signed, either manually or in facsimile, a
share certificate no longer holds office when the certificate is issued,
the certificate is nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions
restricting the transferability of shares that may be set forth in the
articles of incorporation, these Bylaws, or any written agreement in
respect thereof, transfers of shares of the corporation shall be made only
on the books of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation, or with a transfer agent or a
registrar and on surrender of the certificate or certificates for such
shares properly endorsed and the payment of all taxes thereon, if any.
Except as may be otherwise provided by law or these Bylaws, the person in
whose name shares stand on the books of the corporation shall be deemed the
owner thereof for all purposes as regards the corporation; provided that
whenever any transfer of shares shall be made for collateral security, and
not absolutely, such fact, if known to the Secretary of the corporation,
shall be so expressed in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. In order to determine
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, to demand a special meeting, or to
take any other action, the Board of Directors of the corporation may fix a
date as the record date for a determination of shareholders, such date in
any case to be not more than seventy days before the meeting or action
requiring such determination of shareholders. A determination of
shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors
fixes a new record date, which it must do if the meeting is adjourned to a
date more than one hundred twenty days after the date fixed for the
original meeting.
4. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date fixed from
time to time by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the Business
Corporation Act confers the right to call a special meeting upon the
shareholders.
- PLACE. Annual meetings and special meetings shall be held at
such place in or out of the State of Washington as the directors shall from
time to time fix.
- CALL. Annual meetings may be called by the directors or the
Chairman of the Board of Directors, the President, or the Secretary or by
any officer instructed by the directors or the President to call the
meeting. Special meetings may be called in a like manner or whenever the
holders of shares entitled to at least ten percent of all the votes
entitled to be cast at such meeting shall make a duly authorized request
that such meeting be called.
- NOTICE. Written notice of all meetings shall be given, stating
the place, date and hour of the meeting not less than ten and no more than
sixty days before the date of the meeting, except that notice to act on an
amendment to the articles of incorporation, a plan of merger or share
exchange, a proposed sale of assets pursuant to Section 23B.12.020 of the
Business Corporation Act, or the dissolution of the corporation shall be
given no fewer than twenty nor more than sixty days before the meeting
date.
- VOTING LIST FOR MEETING. After fixing a record date for a
meeting, the corporation shall prepare an alphabetical list of the names of
all its shareholders on the record date who are entitled to notice of a
shareholders' meeting. The list must be arranged by voting group, and
within each voting group by class or series of shares, and show the address
of and number of shares held by each shareholder. The shareholders' list
must be available for inspection by any shareholder, beginning ten business
days prior to the meeting and continuing through the meeting, at the
corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held. A shareholder, the
shareholder's agent, or the shareholder's attorney is entitled to inspect
the list during regular business hours and at the shareholder's expense,
during the period it is available for inspection. The corporation shall
make the shareholders' list available at the meeting, and any shareholder,
the shareholder's agent, or the shareholder's attorney is entitled to
inspect the list at any time during the meeting or any adjournment.
- CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by one of the following officers in the order of seniority
and if present and acting - the Chairman of the Board, if any, the
Vice-Chairman of the Board, if any, the President, a Vice-President, if
any, or, if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the shareholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as
secretary of every meeting, but, if neither the Secretary nor an Assistant
Secretary is present, the chairman of the meeting shall appoint a secretary
of the meeting.
- QUORUM. Unless the articles of incorporation or the Business
Corporation Act provides otherwise, a majority of the votes entitled to be
cast on a matter by a voting group constitutes a quorum of that voting
group for action on that matter. Shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a quorum of
those shares exists with respect to that matter. Once a share is
represented for any purpose at a meeting other than solely to object to
holding the meeting or transacting business at the meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.
- VOTING. 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. If a quorum exists, action on a matter, other than the election of
directors, 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 articles of incorporation or the
Business Corporation Act requires a greater number of affirmative votes.
5. ACTION WITHOUT MEETING. Any action required or permitted by the
provisions of the Business Corporation Act to be taken at a shareholders'
meeting may be taken without a meeting or a vote pursuant to the provisions
of Section 23B.07.040 of the Business Corporation Act.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall
be exercised by or under the authority of, and the business and affairs of
the corporation managed under the direction of, a Board of Directors. The
Board may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a citizen of the United States, or a resident of the State of
Washington. The number of directors constituting the Board of Directors
shall be one or more. Subject to the foregoing limitation, such number of
directors may be fixed or changed from time to time by the shareholders or
by the Board of Directors. After shares are issued, only the shareholders
may change the range for the size of the Board of Directors or change from
a fixed to a variable-range Board or vice versa.
3. TERMS AND VACANCIES. The terms of directors expire at the next
annual shareholders' meeting following their election unless the articles
of incorporation provide for staggered terms. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a
director elected to fill a vacancy expires at the next shareholders'
meeting at which directors are elected. Despite the expiration of a
director's term, the director continues to serve until his successor is
elected and qualifies or until there is a decrease in the number of
directors. If a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of directors, the
shareholders or the Board of Directors may fill the vacancy; or if the
directors remaining in office constitute fewer than a quorum of the Board
of Directors, they may fill the vacancy by the affirmative vote of a
majority of all the directors in office.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall
fix.
- PLACE. The Board of Directors may hold regular or special
meetings in or out of the State of Washington at such place as shall be
fixed by the Board.
- CALL. No call shall be required for regular meetings for which
the time and place have been fixed. Special meetings may be called by or at
the direction of the Chairman of the Board, if any, the Vice-Chairman of
the Board, if any, of the President, or of a majority of the directors in
office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place
shall be given for special meetings in sufficient time for the assembly of
the directors thereat. The notice of any meeting need not describe the
purpose of the meeting. A director may waive any notice required by the
Business Corporation Act, the articles of incorporation or by these Bylaws
before or after the date and time stated in the notice. A director's
attendance at or participation in a meeting waives any required notice to
the director of the meeting unless the director at the beginning of the
meeting, or promptly upon the director's arrival, objects to holding the
meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting. Except as hereinbefore
provided, a waiver shall be in writing, signed by the director entitled to
the notice, and delivered to the corporation for inclusion in the minutes
or filing with the corporate records.
- QUORUM AND ACTION. A quorum of the Board of Directors consists
of a majority of the number of directors specified in or fixed in
accordance with these Bylaws. 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. Any or all directors may participate in a regular or
special meeting 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. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause pursuant to the provisions of Section
23B.08.080 of the Business Corporation Act.
6. ACTION WITHOUT MEETING. Action required or permitted by the
Business Corporation Act to be taken at a Board of Directors' meeting may
be taken without a meeting if the action is taken by all members of the
Board. The action must be evidenced by one or more written consents
describing the action taken, signed by each director either before or after
the action taken, and delivered for inclusion , and in the minutes or
filing with the corporate records. Action taken under this paragraph is
effective when the last director signs the consent, unless the consent
specifies a later effective date.
ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office
in the corporation.
A duly appointed officer may appoint one or more officers or
assistant officers if authorized by the Board of Directors.
Each officer of the corporation has the authority and shall
perform the duties prescribed by the Board of Directors or by direction of
an officer authorized by the Board of Directors to prescribe the duties of
other officers; provided, that the Secretary shall have the responsibility
for preparing minutes of the directors' and shareholders' meetings and for
authenticating records of the corporation.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The Board of Directors may amend or repeal these Bylaws unless the
articles of incorporation or the Business Corporation Act reserve this
power exclusively to the shareholders in whole or in part, or the
shareholders in amending or repealing a particular Bylaw provide expressly
that the Board of Directors may not amend or repeal that Bylaw. The
shareholders may amend or repeal these Bylaws, or adopt new Bylaws, even
though the Bylaws may also be amended or repealed, or new Bylaws may also
be adopted, by the Board of Directors.