1998 RESTATED BYLAWS
OF
COLUMBIA SPORTSWEAR COMPANY
ARTICLE I
SHAREHOLDERS MEETINGS
1.1 ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the second Tuesday in May of each year at 2 p.m., unless a different
date or time is fixed by the Board of Directors and stated in the notice of
the meeting.
1.2 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purposes, unless otherwise prescribed by statute, may be called by the
President or the Board of Directors.
1.3 PLACE OF MEETINGS. Meetings of the shareholders shall be held at
any place in or out of Oregon designated by the Board of Directors.
1.4 MEETING BY TELEPHONE CONFERENCE. Shareholders may participate in
an annual or special meeting by, or conduct the meeting through, use of any
means of communications by which all shareholders participating may
simultaneously hear each other during the meeting, except that no meeting for
which a written notice is sent to shareholders may be conducted by this means
unless the notice states that participation in this manner is permitted and
describes how any shareholder desiring to participate in this manner may
notify the Corporation.
1.5 NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.
(1) ANNUAL MEETINGS OF SHAREHOLDERS.
(a) Nominations of persons for election to the Board
of Directors of the Corporation and the proposal of business to be considered
by the shareholders may be made at an annual meeting of shareholders (i)
pursuant to the Corporation's notice of meeting, (b) by or at the direction
of the Board of Directors or (ii) by any shareholder of the Corporation who
was a shareholder of record both when notice is given as provided for in this
Section 1.5 and on the date of the annual meeting, who is entitled to vote at
the meeting and who complies with the notice procedures set forth in this
Section 1.5.
(b) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to this Section
1.5, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must be a proper matter for shareholder
action. To be timely, a shareholder's notice must be delivered to the
Secretary at the principal executive offices of the Corporation not later
than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that if the date of the annual
meeting is more than 30 days before or more than 60 days after the
anniversary date, notice by the shareholder to be timely must be so delivered
not earlier than the close of business on the 90th day prior to the annual
meeting and not later than the close of business on the later of the 60th 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 by the
Corporation. The public announcement of an adjournment of an annual meeting
will not commence a new time period for the giving of a shareholder's notice
as described above. The shareholder's notice shall set forth (i) as to each
person whom the shareholder proposes to nominate for election or reelection
as a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an
election contest or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected);
(ii) as to any other business that the shareholder proposes to bring before
the meeting, a brief description of the business desired to be brought before
the meeting, the reasons for conducting the business at the meeting and any
material interest in the business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (iii) as to the
shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (a) the name and address of such
shareholder and of such beneficial owner, as they appear on the Corporation's
books, and (b) the class and number of shares of the Corporation owned
beneficially and of record by such shareholder and such beneficial owner.
(c) Notwithstanding anything in this Section 1.5 to
the contrary, if the number of directors to be elected to the Board of
Directors of the Corporation is increased and there is no public announcement
by the Corporation naming all of the nominees for director or specifying the
size of the increased Board of Directors at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a shareholder's notice
required by this Section 1.5 shall also be considered timely (but only with
respect to nominees for any new positions created by such increase) if it is
delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following
the day on which the public announcement is first made by the Corporation.
(2) SPECIAL MEETINGS OF SHAREHOLDERS. Only business that has
been brought before a special meeting of shareholders pursuant to the
Corporation's notice of meeting shall be conducted at a special meeting.
Nominations of persons for election to the Board of Directors may be made at
a special meeting of shareholders at which
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directors are to be elected pursuant to the Corporation's notice of meeting
(a) by or at the direction of the Board of Directors or (b) if the Board of
Directors has determined that directors shall be elected at the meeting, by
any shareholder of the Corporation who is a shareholder of record at the time
of giving of notice provided for in this Section 1.5, who is entitled to vote
at the meeting and who complies with the notice procedures set forth in this
Section 1.5. If the Corporation calls a special meeting of shareholders for
the purpose of electing one or more directors to the Board of Directors, any
such shareholder may nominate a person or persons (as the case may be), for
election to the position(s) specified in the Corporation's notice of meeting,
if the shareholder's notice required by this Section 1.5 is delivered to the
Secretary at the principal executive offices of the Corporation not earlier
than the close of business on the 90th day prior to the special meeting and
not later than the close of business on the later of the 60th day prior to
the special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at the meeting. The
public announcement of an adjournment of a special meeting shall not commence
a new time period for the giving of a shareholder's notice as described above.
(3) GENERAL.
(a) Only the persons nominated in accordance with this
Section 1.5 shall be eligible to serve as directors, and only the business
that has been brought before a meeting of shareholders in accordance with the
procedures set forth in this Section 1.5 shall be conducted at the meeting.
Except as otherwise provided by law, the articles of incorporation of the
Corporation or these bylaws, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed in accordance with the
procedures set forth in this Section 1.5 and, if any proposed nomination or
business is not in compliance with this Section 1.5, to declare that such
defective proposal or nomination be disregarded.
(b) For the purposes of these bylaws, "public
announcement" means 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 Corporation with the Securities and Exchange
Commission.
(c) Notwithstanding the foregoing provisions of
Section 1.5, a shareholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in Section 1.5. Nothing in Section 1.5 shall affect
any rights of shareholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to rules under the Exchange Act.
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ARTICLE II
BOARD OF DIRECTORS
2.1 NUMBER AND TERM. The number of directors of the Corporation
shall be at least three and no more than nine. Within this range, the number
of directors at the time of the adoption of these Restated Bylaws shall be
six, and the number of directors shall otherwise be determined from time to
time by the Board of Directors.
2.2 REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at
the same place as, the annual meeting of shareholders.
2.3 SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any
place in or out of Oregon as the place for holding any special meeting of the
Board of Directors called by them.
2.4 NOTICE. Notice of the date, time and place of any special
meeting of the Board of Directors shall be given at least 24 hours prior to
the meeting by notice communicated in person, by telephone, telegraph,
teletype, other form of wire or wireless communication, mail or private
carrier. If written, notice shall be effective at the earliest of (a) when
received, (b) three days after its deposit in the United States mail, as
evidenced by the postmark, if mailed postpaid and correctly addressed, or (c)
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. Notice by all other means shall be deemed effective when
received by or on behalf of the director.
ARTICLE III
OFFICERS
3.1 APPOINTMENT. The Board of Directors at its first meeting
following its election each year shall appoint a President and a Secretary.
The Board of Directors may appoint any other officers, assistant officers and
agents. Any two or more offices may be held by the same person.
3.2 COMPENSATION. The Corporation may pay its officers reasonable
compensation for their services as fixed from time to time by the Board of
Directors.
3.3 TERM. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.
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3.4 REMOVAL. Any officer or agent appointed by the Board of
Directors may be removed by the Board of Directors at any time with or
without cause.
3.5 PRESIDENT. Unless otherwise determined by the Board of
Directors, the President shall be the chief executive officer of the
Corporation and, subject to the control of the Board of Directors, shall be
responsible for the general operation of the Corporation. The President
shall have any other duties and responsibilities prescribed by the Board of
Directors. Unless otherwise determined by the Board of Directors, the
President shall have authority to vote any shares of stock owned by the
Corporation and to delegate this authority to any other officer.
3.6 VICE PRESIDENTS. Each Vice President shall perform duties and
responsibilities prescribed by the Board of Directors or the President. The
Board of Directors or the President may confer a special title upon a Vice
President.
3.7 SECRETARY. The Secretary shall record and keep the minutes of all
meetings of the directors and shareholders in one or more books provided for
that purpose and perform any duties prescribed by the Board of Directors or
the President.
ARTICLE IV
ISSUANCE OF SHARES
4.1 ADEQUACY OF CONSIDERATION. The authorization by the Board of
Directors of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.
4.2 CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be signed, either manually or in facsimile, by two officers
of the Corporation, at least one of whom shall be the President or a Vice
President.
ARTICLE V
AMENDMENTS
These Bylaws may be amended or repealed and new Bylaws may be
adopted by the Board of Directors or the shareholders of the Corporation.
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