Exhibit 3.2
COFFEE PEOPLE, INC.
BYLAWS AMENDMENT
The following amendment to the Corporation's Bylaws is hereby adopted by the
Board of the Directors of the Corporation:
SECTION 3.2 OF THE BYLAWS SHALL BE RESTATED IN ITS ENTIRETY AS FOLLOWS:
3.2 NUMBER, ELECTION, AND QUALIFICATION.
The number of the directors of the corporation shall be at least one (1) and
no more than nine (9). The Board of Directors may by resolution fix or change
from time to time the number of directors within such minimum and maximum number
of directors. The directors shall hold office until the next annual meeting of
shareholders or until their successors are duly elected and qualified. Directors
need not be residents of the State of Oregon or shareholders of the corporation.
No decrease in the number of directors of the corporation under these Bylaws
will have the effect of shortening the term of any incumbent director.
The above amendment to the Bylaws of the Corporation was duly adopted by the
Board of Directors as of April 24, 1998.
--------------------------------------
SECRETARY
COFFEE PEOPLE, INC.
BYLAWS AMENDMENT
The following amendments to the Corporation's Bylaws are hereby adopted:
SECTION 2.1 OF THE BYLAWS SHALL BE RESTATED IN ITS ENTIRETY AS FOLLOWS:
2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the third Wednesday in the month of April of each year, or on any date within
60 days of such date as selected by the Board of Directors, at such time and
place as designated by the Board of Directors and specified in the notice of the
meeting. At the annual meeting, the shareholders shall elect by vote a Board of
Directors, consider reports of the affairs of the Corporation as may be
submitted to them, and transact such other business as may properly be brought
before the meeting. The failure to hold an annual meeting at the time stated
herein shall not affect the validity of any corporate action. At the annual
meeting of the shareholders, only such matters as shall have been properly
brought before the meeting shall be considered and acted upon. To be properly
brought before an annual meeting, a matter must be (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 (iii) properly brought before the meeting by a
shareholder. For any matter to be properly brought before the annual meeting by
a shareholder, the shareholder must have given prior written notice to the
Secretary of the Corporation which must be received at the principal executive
offices of the Corporation not less than 60 days nor more than 90 days prior to
the meeting. In the event that less than 60 days' notice of the date of the
meeting is given or made to shareholders, notice by a shareholder shall be
timely received if received not later than the close of business on the tenth
day following the date on which such notice of the date of the annual meeting
was mailed. A shareholder's notice to the Secretary in order to be valid must
set forth as to each matter the shareholder proposes to bring before the annual
meeting (A) a brief description of the matter proposed to be brought before the
annual meeting, (B) the name and address, as they appear on the Corporation's
books, of the shareholder proposing such business, (C) the class and number of
shares of the Corporation which are beneficially owned by the shareholder and
(D) any material interest of the shareholder in the matter. No matter shall be
considered or acted upon at an annual meeting except in accordance with the
procedures set forth in this Section 2.1. The presiding officer at any annual
meeting shall determine whether any matter was properly brought before the
meeting in accordance with the provisions of this section. If such presiding
officer determines that any matter has not been properly brought before the
meeting, he or she shall so declare at the meeting and any such matter shall not
be considered or acted upon. A new Section 2.12 is hereby added to the Bylaws as
follows:
2.12 NOMINATION OF DIRECTORS AT SHAREHOLDER MEETINGS.
(a) Only persons who are nominated in accordance with the procedures in this
Section 2.12 shall be eligible for election as directors. If the presiding
officer at an annual meeting of the shareholders determines that a nomination
was not made in accordance with the procedures set forth in this Section 2.12,
the presiding officer shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded. Nominations of
persons for election to the Board of Directors may be made at any annual meeting
of shareholders (i) by or at the direction of the Board of Directors or (ii) by
any shareholder of the Corporation (A) who is a shareholder of record on the
date of the giving of notice provided for in this Section 2.12 and on the record
date for the determination of shareholders entitled to vote at such meeting and
(B) who complies with the notice procedures in this Section 2.12. In addition to
any other applicable requirements, for a nomination to be made by a shareholder,
such shareholder must have given timely notice thereof in proper written form to
the Secretary.
(b) To be timely, a shareholder's notice must be received by the Secretary
at the principal executive offices of the corporation within the time frame for
shareholder proposals set forth in Section 2.1 of these Bylaws.
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(c) To be in proper written form, a shareholder's notice to the Secretary
must (i) set forth as to each person whom the shareholder proposes to nominate
for election as a director (A) the name, age, business address and residence
address of the nominee, (B) the principal occupation or employment of the
nominee, (C) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the nominee and (D) any
other information relating to the nominee that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (ii) set forth as to the shareholder
giving the notice (A) the name and address, as they appear on the Corporation's
books, of such shareholder, (B) the class and number of shares of the
Corporation which are beneficially owned by such shareholder, (C) a description
of all arrangements or understandings between such shareholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination or nominations are to be made by such shareholder, (D) a
representation that such shareholder intends to appear in person or by proxy at
the annual meeting to nominate the persons named in the notice and (E) any other
information relating to such shareholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a signed written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected.
NEW SECTIONS 4.4 AND 4.5 ARE ADDED AS FOLLOWS, AND FORMER SECTION 4.4 IS HEREBY
REDESIGNATED AS SECTION 4.6:
4.4 AUDIT COMMITTEE.
(a) An Audit Committee of the Board of Directors of the Corporation,
composed of at least two members of the Board (at least one of whom shall not be
an officer of the Corporation), shall be appointed at the annual meeting of the
Board of Directors. The Chief Executive Officer may, and if the he or she does
not the committee shall, designate one of its members to serve as Chair of the
Audit Committee. Each member of the committee shall serve until the next annual
meeting of the Board of Directors or the due appointment of the member's
successor. Any vacancy in the Audit Committee shall be filled by a majority vote
of the Board of Directors.
(b) The Audit Committee shall have the authority, in its discretion, to:
(i) review and make recommendations to the Board of Directors with
respect to the engagement or discharge of the Corporation's independent
auditors and the terms of the engagement;
(ii) review the independence of the independent auditors;
(iii) review the policies and procedures of the Corporation and
management with respect to maintaining the Corporation's books and records
and furnishing the information necessary to the independent auditors to
enable a timely, full and accurate presentation of the Corporation's
financial statements for the fiscal year;
(iv) review procedures to encourage access to the committee and
facilitate the timely reporting during the year by the Corporation's
independent auditors to the Audit Committee of their recommendations and
advice with respect to maintenance of the Corporation's books, records and
accounts and accounting procedures and controls;
(v) review the implementation by management of the recommendations made
by the independent auditors in their annual management letter, if any;
(vi) review the adequacy and implementation of the Corporation's
internal auditing, accounting and financial controls and meet with the
Corporation's internal auditor and financial staff to discuss
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internal accounting and auditing controls and the implementation of
recommendations for the improvement therefor;
(vii) review with the independent auditors upon completion of their audit
the results of the auditing engagements, their opinion of the Corporation's
financial and accounting personnel, the cooperation received during the
audit, methods to improve the efficiency and quality of the audit,
significant proposed adjustments, any material changes in accounting
principles and practices, and any other recommendations the auditors may
have with respect to the Corporation's financial, accounting or auditing
systems; and
(viii) review such other matters relating to the Corporation's financial
affairs and accounts, communications to shareholders and filings with
governmental agencies as the committee may, in its own discretion, deem
desirable.
(c) The Audit Committee is authorized to employ such experts and personnel,
including those who are already employed or engaged by the Corporation, as the
committee may deem to be reasonably necessary to enable it to ably perform its
duties and satisfy its responsibilities.
4.5 COMPENSATION COMMITTEE. A Compensation Committee of the Board of
Directors of the Corporation, composed of at least two members of the Board of
Directors, shall be appointed at the annual meeting of the Board of Directors.
The committee shall designate one of its members to serve as Chair of the
Compensation Committee. Each member of the committee shall serve until the next
annual meeting of the Board of Directors or the due appointment of the member's
successor. Any vacancy in the Compensation Committee shall be filled by a
majority vote of the Board of Directors. A majority of the members of the
Compensation Committee shall constitute a quorum, and a majority of the quorum
shall be required to adopt or approve any matter. The Compensation Committee
shall have the responsibility and power to review and establish the salaries of
the executive officers of the Corporation. In addition, the committee shall have
the responsibility and power to grant bonuses, stock options or other forms of
incentive compensation to the officers of the Corporation. The Compensation
Committee is authorized to employ such experts and consultants as the committee
may deem to be reasonably necessary to enable it to perform its duties and
satisfy its responsibilities.
SECTION 5.1 SHALL BE RESTATED IN ITS ENTIRETY, OLD SECTION 5.6 IS HEREBY
DELETED, NEW SECTIONS 5.6, 5.7 AND 5.8 ARE HEREBY ADDED, AND FORMER SECTIONS 5.7
THROUGH 5.11 SHALL BE REDESIGNATED AS SECTIONS 5.9 THROUGH 5.13, WITH THE
RESTATED AND NEW SECTIONS TO READ AS FOLLOWS:
5.1 NUMBER. The officers of the Corporation shall be a Chairman of the
Board, a President, one or more Vice Presidents, a Chief Financial Officer and a
Secretary. Such other officers and assistant officers as are deemed necessary or
desirable may be appointed by the Board of Directors and shall have such powers
and duties prescribed by the Board of Directors or the officer authorized by the
Board of Directors to prescribe the duties of other officers. A duly appointed
officer may appoint one or more officers or assistant officers if such
appointment is authorized by the Board of Directors. Any two or more offices may
be held by the same person.
5.6 CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the Chief
Executive Officer of the Corporation, responsible to the Board of Directors for
the general supervision of the property, affairs and business of the
Corporation. The Chairman shall report on the affairs of the Corporation at each
meeting of the Board of Directors, and shall exercise such other powers inherent
in the office of chief executive as the Board of Directors may direct. The
Chairman shall also preside at all meetings of the Board of Directors and at
meetings of the shareholders. At any time that an Executive Committee of the
Board of Directors exists, the Chairman shall be a member of the Executive
Committee.
5.7 PRESIDENT. The President shall be the Chief Operating Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general and active supervision of the operations of the Corporation. The
President shall be responsible for all day-to-day operations of the Corporation,
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delegating such authority as may be determined. The President shall have the
general powers and duties of management usually vested in the office of
president of a corporation, together with such other powers and duties as may be
prescribed from time to time by the Board of Directors.
5.8 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be
responsible for all financial and banking affairs of the Corporation. Such
officer shall also be responsible for serving as the primary contact with the
investment banking community and for shareholder relations. The Chief Financial
Officer shall have supervisory authority for the funds of the Corporation,
causing them to be paid out only on the checks of the Corporation signed in the
manner authorized by the Board of Directors or by approved electronic transfer
procedures, to be deposited and withdrawn in and from such depositories as may
be authorized by the Board of Directors, and for keeping full and accurate
accounts of receipts and disbursements in books maintained at the Corporation's
principal offices.
COFFEE PEOPLE, INC.
AN OREGON CORPORATION
ACTION TAKEN BY DIRECTORS WITHOUT A MEETING
Pursuant to ORS 60.341 concerning action taken by directors without a
meeting and ORS 60.347 concerning waiver of notice, the undersigned, being all
of the directors of COFFEE PEOPLE, INC., an Oregon corporation, hereby adopt the
following resolutions and consent to the taking of the actions specified
therein.
AMENDMENT OF BY-LAWS OF COFFEE PEOPLE, INC.
BE IT RESOLVED, that the By-Laws of the corporation are hereby amended by
deleting paragraphs 2.9.1 and 2.9.2, (adopted January 4, 1993), dealing with
cumulative voting.
DATED July 15, 1994.
DIRECTORS:
/S/ JEFF M. FERGUSON
------------------------------------------
Jeff M. Ferguson
/S/ GARY G. TALBOY
------------------------------------------
Gary G. Talboy
/S/ JAMES L. ROBERTS
------------------------------------------
James L. Roberts
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AMENDMENT TO BYLAWS
OF
COFFEE PEOPLE, INC.
The Bylaws of Coffee People, Inc. are amended by adding the following
provisions:
CUMULATIVE VOTING. All votes of the shareholders shall be on a cumulative
basis. Each shareholder shall have the number of votes equal to the product of
the number of shares held by the shareholder and the number of people or items
upon which he or she may vote. For example, if there is an election for three
(3) directors, a shareholder owning 100 shares would have 300 votes. The votes
of a shareholder may be cast all for one candidate or may be split in whole
shares between any of the candidates as the shareholder may choose.
TIE VOTES. In the event of a tie vote for a director, the tie shall be
decided in favor of the shareholder who would not otherwise be represented on
the board of directors, either directly or indirectly through a spouse or child.
In the event of a tie vote for any other matter, the purality of shareholders,
counted as they are for purposes of determining the number of S shareholders,
shall prevail.
and by replacing Article IX with the following provision:
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended, or repealed and new bylaws may be
adopted by unanimous vote of the Board of Directors at any regular or special
meeting, subject to repeal or change by action of the shareholders of the
corporation.
Coffee People, Inc.
Adopted January 4, 1993
/S/ GARY TALBOY
------------------------------------------
Gary Talboy,
SECRETARY
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BYLAWS
OF
COFFEE PEOPLE, INC.
ARTICLE I
OFFICES
1.1 PRINCIPAL OFFICE. The principal office of the corporation shall be
located at 728 N.W. 23rd Avenue, Suite 200, Portland, Oregon, 97210. The
corporation may have such other offices as the Board of Directors may designate
or as the business of the corporation may from time to time require.
1.2 REGISTERED OFFICE. The registered office of the corporation required
by the Oregon Business Corporation Act to be maintained in the State of Oregon
may be, but need not be, identical with the principal office in the State of
Oregon, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the first Friday in the month of November of each year, unless a different
date and time are fixed by the Board of Directors and stated in the notice of
the meeting. If the day fixed for the annual meeting is a legal holiday, the
meeting may be held on the next succeeding Tuesday. The failure to hold an
annual meeting at the time stated herein shall not affect the validity of any
corporate action.
2.2 SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the President or by the Board of Directors and shall be called by the
President (or in the event of absence, incapacity, or refusal of the President,
by the Secretary or any other officer) at the request of the holders of not less
than one-tenth of all the outstanding shares of the corporation entitled to vote
at the meeting. The requesting shareholders shall sign, date, and deliver to the
Secretary a written demand describing the purpose or purposes for holding the
special meeting.
2.3 PLACE OF MEETINGS. Meetings of the shareholders shall be held at the
principal business office of the corporation or at such other place, within or
without the State of Oregon, as may be determined by the Board of Directors.
2.4 NOTICE OF MEETINGS. Written notice stating the date, time, and place
of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called shall be mailed to each shareholder entitled to
vote at the meeting at the shareholder's address shown in the corporation's
current record of shareholders, with postage thereon prepaid, not less than 10
nor more than 60 days before the date of the meeting.
2.5 WAIVER OF NOTICE. A shareholder may at any time waive any notice
required by law, the Articles of Incorporation, or these Bylaws. The waiver must
be in writing, be signed by the shareholder entitled to the notice, and be
delivered to the corporation for inclusion in the minutes for filing with the
corporate records. A shareholder's attendance at a meeting waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting. The shareholder's attendance also waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.
2.6 RECORD DATE.
(a) For the purpose of determining shareholders entitled to notice of a
shareholders' meeting, to demand a special meeting, or to vote or to take any
other action, the Board of Directors of the corporation
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may fix a future date as the record date for any such determination of
shareholders, such date in any case to be not more than 70 days before the
meeting or action requiring a determination of shareholders. The record date
shall be the same for all voting groups.
(b) 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 120 days after the date fixed for the original
meeting.
(c) If a court orders a meeting adjourned to a date more than 120 days after
the date fixed for the original meeting, it may provide that the original record
date continue in effect or it may fix a new record date.
2.7 SHAREHOLDERS' LIST FOR MEETING. After the record date for a
shareholders' meeting is fixed by the Board of Directors, the Secretary of the
corporation shall prepare an alphabetical list of the names of all its
shareholders entitled to notice of the 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 two business days after notice of the meeting is given for which the
list was prepared 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. The corporation shall make the shareholders'
list available at the meeting, and any shareholder or the shareholder's agent or
attorney is entitled to inspect the list at any time during the meeting or any
adjournment. Refusal or failure to prepare or make available the shareholders'
list does not affect the validity of action taken at the meeting.
2.8 QUORUM; ADJOURNMENT. Shares entitled to vote as a separate voting
group may taken action on a matter at a meeting only if a quorum of those shares
exists with respect to that matter. A majority of the votes entitled to be cast
on the matter by the voting group constitutes a quorum of that voting group for
action in that matter. A majority of shares represented at the meeting, although
less than a quorum, may adjourn the meeting from time to time to a different
time and place without further notice to any shareholder of any adjournment. At
such adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted at the meeting originally held. Once
a share is represented for any purpose at a meeting, it shall be deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is set for the adjourned meeting.
2.9 VOTING REQUIREMENTS; ACTION WITHOUT MEETING. Unless otherwise provided
in the Articles of Incorporation, each outstanding share entitled to vote shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders. If a quorum exists, action on a matter, other than the election of
directors, is approved if the votes cast by the shares entitled to vote favoring
the action exceed the votes cast opposing the action, unless a greater number of
affirmative votes is required by law or the Articles of Incorporation. If a
quorum exists, directors are elected by a plurality of the votes cast by the
shares entitled to vote unless otherwise provided in the Articles of
Incorporation; no cumulative voting for directors shall be permitted unless the
Articles of Incorporation so provide. Action required or permitted by law to be
taken at a shareholders' meeting may be taken without a meeting if the action is
taken by all the shareholders entitled to vote on the action. The action must be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action and delivered to the
corporation for inclusion in the minutes for filing with the corporate records.
Action taken under this section is effective when the last shareholder signs the
consent, unless the consent specifies an earlier or later effective date. If the
law requires that notice of proposed action be given to nonvoting shareholders
and the action is to be taken by unanimous consent of the voting shareholders,
the corporation must give its nonvoting shareholders written notice of the
proposed action at least 10 days before the action is taken. The notice must
contain or be accompanied by the same material that, under
8
the Oregon Business Corporation Act, would have been required to be sent to
nonvoting shareholders in a notice of meeting at which the proposed action would
have been submitted to the shareholders for action.
2.10 PROXIES.
(a) A shareholder may vote shares in person or by proxy by signing an
appointment, either personally or by the shareholder's attorney-in-fact. An
appointment of a proxy shall be effective when received by the Secretary or
other officer of the corporation authorized to tabulate votes. An appointment is
valid for 11 months unless a longer period is provided in the appointment form.
An appointment is revocable by the shareholder unless the appointment form
conspicuously states that it is irrevocable and the appointment is coupled with
an interest that has not been extinguished.
(b) The death or incapacity of a shareholder appointing a proxy shall not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the Secretary or other officer
authorized to tabulate votes before the proxy exercises the proxy's authority
under the appointment.
2.11 CORPORATION'S ACCEPTANCE OF VOTES.
(a) If the name signed on a vote, consent, waiver, or proxy appointment
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy appointment does
not correspond to the name of a shareholder, the corporation, if acting in good
faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the shareholder if:
(i) The shareholder is an entity and the name signed purports to be that
of an officer or agent of the entity;
(ii) The name signed purports to be that of an administrator, executor,
guardian, or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent, waiver, or
proxy appointment;
(iii) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of
this status acceptable to the corporation has been presented with respect to
the vote, consent, waiver, or proxy appointment;
(iv) The name signed purports to be that of a pledgee, beneficial owner,
or attorney-in fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign
for the shareholder has been presented with respect to the vote, consent,
waiver, or proxy appointment; or
(v) Two or more persons are the shareholder as co-tenants or fiduciaries
and the name signed purports to be the name of at least one of the co-owners
and the person signing appears to be acting on behalf of all co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver, or proxy
appointment if the Secretary or other officer or agent authorized to tabulate
votes, acting in good faith, has reasonable basis for doubt about the validity
of the signature on it or about the signatory's authority to sign for the
shareholder.
(d) The shares of a corporation are not entitled to vote if they are owned,
directly or indirectly, by a second corporation, and the first corporation owns,
directly or indirectly, a majority of the shares entitled to vote for directors
of the second corporation; provided, however, a corporation may vote any shares,
including its own shares, held by it in a fiduciary capacity.
(e) The corporation and its officer or agent who accepts or rejects a vote,
consent, waiver, or proxy appointment in good faith and in accordance with the
standards of this provision are not liable in damages
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to the shareholder for the consequences of the acceptance or rejection.
Corporate action based on the acceptance or rejection of a vote, consent,
waiver, or proxy appointment under this provision is valid unless a court of
competent jurisdiction determines otherwise.
ARTICLE III
BOARD OF DIRECTORS
3.1 DUTIES. All corporate powers shall be exercised by or under the
authority of the Board of Directors and the business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors.
3.2 NUMBER, ELECTION, AND QUALIFICATION. The number of directors of the
corporation shall be at least one (1) and no more than seven (7). The
shareholders or Board of Directors may fix or change from time to time the
number of directors within such minimum and maximum number of directors. If the
Articles of Incorporation establish the number of directors, then, after shares
are issued, only the shareholders may change the number of directors. The
directors shall hold office until the next annual meeting of shareholders.
Directors need not be residents of the State of Oregon or shareholders of the
corporation. The number of directors may be increased or decreased form time to
time by amendment of the Bylaws, but no decrease shall have the effect of
shortening the term of any incumbent director.
3.3 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be
held without other notice than this Section 3.3 immediately after, and at the
same place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Oregon, for the holding of additional regular meetings without other notice
than the resolution.
3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the President or any director. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Oregon, as the place for
holding any special meeting of the Board of Directors called by them.
3.5 NOTICE. Notice of the date, time, and place of any special meeting of
the Board of Directors shall be given at least two days prior to the meeting by
any means provided by law. If mailed, notice shall be deemed to be given three
days after being deposited in the United States mail addressed to the director
at the director's business address, with postage thereon prepaid. If by
telegram, notice shall be deemed to be given when the telegram is delivered to
the telegraph company. Notice by all other means shall be deemed to be given
when received by the director or a person at the director's business or
residential address whom the person giving notice reasonably believes will
deliver or report the notice to the director within 24 hours. The attendance of
a director at a 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. 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.
3.6 WAIVER OF NOTICE. A director may at any time waive any notice required
by law, the Articles of Incorporation, or these Bylaws. Unless a director
attends or participates in a meeting, a waiver must be in writing, must be
signed by the director entitled to notice, must specify the meeting for which
notice is waived, and must be filed with the minutes or corporate records.
3.7 QUORUM. A majority of the number of directors fixed by Section 3.2
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors.
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3.8 MANNER OF ACTING.
(a) 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, unless a different
number is provided by law, the Articles of Incorporation, or these Bylaws.
(b) Members of the Board of Directors may hold a board meeting by conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such a
meeting shall constitute presence in person at the meeting.
(c) Any action that is required or permitted to be taken by the directors at
a meeting 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 on
the matter. The action shall be effective on the date when the last signature is
placed on the consent or at such earlier or later time as is set forth therein.
Such consent, which shall have the same effect as a unanimous vote of the
directors, shall be filed with the minutes of the corporation.
3.9 VACANCIES. Any vacancy, including a vacancy resulting from an increase
in the number of directors, occurring on the Board of Directors may be filled by
the shareholders, the Board of Directors, or the affirmative vote a majority of
the remaining directors if less than a quorum of the Board of Directors, or by a
sole remaining director. If the vacant office is filled by the shareholders and
was held by a director elected by a voting group of shareholders, then only the
holders of shares of that voting group are entitled to vote to fill the vacancy.
Any directorship not so filled by the directors shall be filled by election at
an annual meeting or at a special meeting of shareholders called for that
purpose. A director elected to fill a vacancy shall be elected to serve until
the next annual meeting of shareholders and until a successor shall be elected
and qualified. A vacancy that will occur at a specific later date, by reason of
a resignation or otherwise, may be filled before the vacancy occurs, and the new
director shall taken office when the vacancy occurs.
3.10 COMPENSATION. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
3.11 PRESUMPTION OF ASSENT. A director of the corporation who is present
at a meeting of the Board of Directors or a committee of the Board of Directors
shall be presumed to have assented to the action taken (a) unless the director's
dissent to the action is entered in the minutes of the meeting, (b) unless a
written dissent to the action is filed with the person acting as the secretary
of the meeting before the adjournment thereof or forwarded by certified or
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting or (c) unless the director objects at the meeting to
the holding of the meeting or transacting business at the meeting. The right to
dissent shall not apply to a director who voted in favor of the action.
3.12 DIRECTOR CONFLICT OF INTEREST.
(a) A transaction in which a director of the corporation has a direct or
indirect interest shall be valid notwithstanding the director's interest in the
transaction if the material facts of the transaction and the director's interest
are disclosed or known to the Board of Directors or a committee thereof and it
authorizes, approves, or ratifies the transaction by a vote or consent
sufficient for the purpose without counting the votes or consents of directors
with a direct or indirect interest in the transaction; or the material facts of
the transaction and the director's interest are disclosed or known to
shareholders entitled to vote and they, voting as a single group, authorize,
approve, or ratify the transaction by a majority vote; or the transaction is
fair to the corporation.
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(b) A conflict of interest transaction may be authorized, approved or
ratified if it receives the affirmative vote of a majority of directors on the
Board of Directors or a committee thereof who have no direct or indirect
interest in the transaction. If a majority of such directors vote to authorize,
approve, or ratify the transaction, a quorum is present for the purpose of
taking action.
(c) A conflict of interest transaction may be authorized, approved, or
ratified by a majority vote of shareholders entitled to vote thereon. Shares
owned by or voted under the control of a director or an entity controlled by a
director who has a director or indirect interest in the transaction are entitled
to vote with respect to a conflict of interest transaction. A majority of the
shares, whether or not present, that are entitled to be counted in a vote on the
transaction constitutes a quorum for the purpose of authorizing, approving, or
ratifying the transactions.
(d) A director has an indirect interest in a transaction if (i) another
entity in which the director has a material financial interest or in which the
director is a general partner is a party to the transaction or (ii) another
entity of which the director is a director, officer, or trustee is a party to
the transaction and the transaction is or should be considered by the board of
directors of the corporation.
3.13 REMOVAL. The shareholders may remove one or more directors with or
without cause at a meeting called expressly for that purpose, unless the
Articles of Incorporation provide for removal for cause only. If a director is
elected by a voting group of shareholders, only those shareholders may
participate in the vote to remove the director.
3.14 RESIGNATION. Any director may resign by delivering written notice to
the Board of Directors, its chairperson, or the corporation. Such resignation
shall be effective (a) on receipt, (b) five days after its deposit in the United
States mails, 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 addressee, unless the notice
specifies a later effective date. Once delivered, a notice of resignation is
irrevocable unless revocation is permitted by the Board of Directors.
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
4.1 DESIGNATION OF EXECUTIVE COMMITTEE. The Board of Directors may
designate two or more directors to constitute an executive committee. The
designation of an executive committee, and the delegation of authority to it,
shall not operate to relieve the Board of Directors, or any member thereof, of
any responsibility imposed by law. No member of the executive committee shall
continue to be a member thereof after ceasing to be a director of the
corporation. The Board of Directors shall have the power at any time to increase
or decrease the number of members of the executive committee, to fill vacancies
thereon, to change any member thereof, and to change the functions or terminate
the existence thereof. The creation of the executive committee and the
appointment of members to it shall be approved by a majority of the directors in
office when the action is taken, unless a greater number is required by the
Articles of Incorporation of these Bylaws.
4.2 POWERS OF EXECUTIVE COMMITTEE. During the interval between meetings of
the Board of Directors, and subject to such limitations as may be imposed by
resolution of the Board of Directors, the executive committee may have and may
exercise all the authority of the Board of Directors in the management of the
corporation, provided that the committee shall not have the authority of the
Board of Directors with respect to the following matters: authorizing
distributions; approving or proposing to the shareholders actions that are
required to be approved by the shareholders under the Articles of Incorporation
or these Bylaws or by law; filling vacancies on the Board of Directors or any
committee thereof; amending the Articles of Incorporation; adopting, amending,
or repealing bylaws; approving a plan of merger not requiring shareholder
approval; authorizing or approving a reacquisition of shares, except according
to a formula or method prescribed by the Board of Directors; authorizing or
approving the
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issuance or sale or contract for sale of shares or determining the designation
and relative rights, preferences, and limitations of a class or series of shares
except within limits specifically prescribed by the Board of Directors.
4.3 PROCEDURES; MEETINGS; QUORUM.
(a) The Board of Director shall appoint a chairperson from among the members
of the executive committee and shall appoint a secretary who may, but need not,
be a member of the executive committee. The chairperson shall preside at all
meetings of the executive committee and the secretary of the executive committee
shall keep a record of its acts and proceedings, which shall be filed with the
minutes of the corporation.
(b) Regular meetings of the executive committee, of which no notice shall be
necessary, shall be held on such days and at such places as shall be filed by
resolution adopted by the executive committee. Special meetings of the executive
committee shall be called at the request of the President or of any member of
the executive committee, and shall be held upon such notice as is required by
these Bylaws for special meetings of the Board of Directors.
(c) Attendance of any member of the executive committee at a meeting shall
constitute a waiver of notice of the meeting. A majority of the executive
committee, from time to time, shall be necessary to constitute a quorum for the
transaction of any business, and the act of a majority of the members present at
a meeting at which quorum is present shall be the act of the executive
committee. Members of the executive committee may hold a meeting of such
committee by conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
participation in such meeting shall constitute presence in person at the
meeting.
(d) Any action that is required or permitted to be taken at a meeting of the
executive committee may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all members of the
executive committee entitled to vote on the matter. The action shall be
effective on the date when the last signature is placed on the consent or at
such earlier or later time as is set forth therein. Such consent, which shall
have the same effect as a unanimous vote of the members of the executive
committee, shall be filed with the minutes of the corporation.
(e) The Board of Directors may approve a reasonable fee for the members of
the executive committee as compensation for attendance at meetings of the
executive committee.
4.4 OTHER COMMITTEES. By the approval of a majority of the directors when
the action is taken (unless a greater number is required by the Articles of
Incorporation), the Board of Directors, by resolution, may create one or more
additional committees, appoint directors to serve on them, and define the duties
of such committee or committees. Each such committee shall have two or more
members, who shall serve at the pleasure of the Board of Directors. Such
additional committee or committees shall not have the powers prescribed by
Section 4.2.
ARTICLE V
OFFICERS
5.1 NUMBER. The officers of the corporation shall be a President, one or
more Vice Presidents, Treasurer and a Secretary. Such other officers and
assistant officers as are deemed necessary or desirable may be appointed by the
Board of Directors and shall have such powers and duties prescribed by the Board
of Directors or the officer authorized by the Board of Directors to prescribe
the duties of other officers. A duly appointed officer may appoint one or more
officers or assistant officers if such appointment is authorized by the Board of
Directors. Any two or more offices may beheld by the same person.
5.2 APPOINTMENT AND TERM OF OFFICE. The officers of the corporation shall
be appointed annually by the Board of Directors at the first meeting of the
Board of Directors held after the annual meeting of the
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shareholders. If the officers shall not be appointed at the meeting, a meeting
shall be held as soon thereafter as is convenient for such appointment of
officers. Each officer shall hold office until a successor shall have been duly
appointed and shall have qualified or until the officer's death, resignation, or
removal.
5.3 QUALIFICATION. An officer need not be a director, shareholder or
Oregon resident.
5.4 RESIGNATION AND REMOVAL. An officer may resign at any time by
delivering notice to the corporation. A resignation is effective on receipt
unless the notice specifies a later effective date. If the corporation accepts a
specified later effective date, the Board of Directors may fill the pending
vacancy before the effective date, but the successor may not take office until
the effective date. Once delivered, a notice of resignation is irrevocable
unless revocation is permitted by the Board of Directors. Any officer appointed
by the Board of Directors may be removed at any time with or without cause.
Appointment of an officer shall not of itself create contract rights. Removal or
resignation of an officer shall not affect the contract rights, if any, of the
corporation or the officer.
5.5 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.
5.6 PRESIDENT. The President shall be the chief executive and operating
officer of the corporation and shall be in general charge of its business and
affairs, subject to the control of the Board of Directors. The President shall
preside at all meetings of shareholders and at all meetings of directors. The
President may execute on behalf of the corporation all contracts, agreements,
stock certificates, and other instruments. The President shall from time to time
report to the Board of Directors all matters within the President's knowledge
affecting the corporation that should be brought to the attention of the Board
of Directors. The President shall vote all shares of stock in other corporations
owned by the corporation and is empowered to execute proxies, waivers of notice,
consents, and other instruments in the name of the corporation with respect to
such stock. The President shall perform other duties assigned by the Board of
Directors.
5.7 VICE PRESIDENTS. In the absence of the President or in the event of
the President's death or inability or refusal to act, the Vice President (or, in
the event there be more than one Vice President, the Vice Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice President shall perform
other duties assigned by the President or by the Board of Directors.
5.8 SECRETARY. The Secretary shall prepare the minutes of all meetings of
the directors and shareholders, shall have custody of the minute books and other
records pertaining to the corporate business, and shall be responsible for
authenticating the records of the corporation. The Secretary shall countersign
all instruments requiring the seal of the corporation and shall perform other
duties assigned by the Board of Directors.
5.9 TREASURER. The Treasurer shall be responsible for the funds of the
Corporation, and pay them out only on the check of the Corporation signed in the
manner authorized by the Board of Directors.
5.10 ASSISTANTS. The President or Board of Directors may appoint or
authorize the appointment of assistants to the Secretary or Treasurer or both.
Such assistants may exercise the power of the Secretary or Treasurer, as the
case may be, and shall perform such duties as are prescribed by the Board of
Directors.
5.11 SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officer shall be prevented from receiving
such salary because the officer is also a director of the corporation.
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ARTICLE VI
ISSUANCE OF SHARES
6.1 CERTIFICATES FOR SHARES.
(a) Certificates representing shares of the corporation shall be in a form
determined by the Board of Directors. Such certificates 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, and may be sealed with the seal
of the corporation or a facsimile thereof. All certificates for shares shall be
consecutively numbered or otherwise identified.
(b) Every certificate for shares of stock that are subject to any
restriction on transfer pursuant to the Articles of Incorporation, the Bylaws,
applicable securities laws, agreements among or between shareholders, or any
agreement to which the corporation is a party shall have conspicuously noted on
the face or back of the certificate either (i) the full text of the restriction
or(ii) a statement of the existence of such restriction and that the corporation
retains a copy of the restriction. Every certificate issued when the corporation
is authorized to issue more than one class or series of stock shall set forth on
its fact or back either (i) the full text of the designations, relative rights,
preferences, and limitations of the shares of each class and series authorized
to be issued and the authority of the Board of Directors to determine variations
for a future series or (ii) a statement of the existence of such designations,
relative rights, preferences, and limitations and a statement that the
corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.
(c) The name and mailing address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. Each
shareholder shall have the duty to notify the corporation of his or her mailing
address. All certificates surrendered to the corporation for transfer shall be
canceled, and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed, or mutilated certificate a new one may be
issued therefore upon such terms and indemnity to the corporation as the Board
of Directors prescribes.
6.2 TRANSFER OF SHARES. A transfer of shares of the corporation shall be
made only on the stock transfer books of the corporation by the holder of record
thereof or by the holder's legal representative, who shall furnish proper
evidence of authority to transfer, or by the holder's attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation. The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.
6.3 TRANSFER AGENT AND REGISTRAR. The Board of Directors may from time to
time appoint one or more transfer agents and one or more registrars for the
shares of the corporation, with such powers and duties as the Board of Directors
determines by resolution. The signatures of officers upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or by a registrar other than the corporation itself or an employee of the
corporation.
6.4 OFFICER CEASING TO ACT. If the person who signed a share certificate,
either manually or in facsimile, no longer holds office when the certificate is
issued, the certificate is nevertheless valid.
ARTICLE VII
CONTRACTS, LOANS, CHECKS, AND OTHER INSTRUMENTS
7.1 CONTRACTS. The Board of Directors may authorize any officer or
officers and agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
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7.2 LOANS. No loans shall be contracted on behalf of the corporation and
no evidence 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.
7.3 CHECKS; DRAFTS. All checks, drafts, or other orders for the payment of
money and notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers and agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
7.4 DEPOSITS. All funds of 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 of Directors may select.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 TAXABLE YEAR. The taxable year of the Corporation shall begin on
January 1, and end on December 31 of each year.
8.2 INDEMNIFICATION. The Corporation shall indemnify to the fullest extent
permitted by the Oregon Business Corporation Act any person who is made, or
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of the Corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
Corporation or serves any other enterprise at the request of the Corporation.
8.3 SEVERABILITY. Any determination that any provision of these Bylaws is
for any reason inapplicable, invalid, illegal, or otherwise ineffective shall
not affect or invalidate any other provision of these Bylaws.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended, or repealed and new bylaws may be
adopted by the Board of Directors at any regular or special meeting, subject to
repeal or change by action of the shareholders of the corporation.
/S/ JEFF M. FERGUSON
------------------------------------------
Jeff M. Ferguson,
SECRETARY
Adopted effective as of January 2, 1992.
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