BYLAWS OF
STRATFORD SOFTWARE CORPORATION, USA
Garvey, Schubert & Barer
1011 Western Avenue, 10th Floor
Seattle, WA 98104-1023
(206) 464-3939
BYLAWS OF
STRATFORD SOFTWARE CORPORATION, USA
TABLE OF CONTENTS
Page
ARTICLE I - SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Special Meetings. . . . . . . . . . . . . . . . . . . . . . 1
1.3 Notice of Meetings. . . . . . . . . . . . . . . . . . . . . 1
1.3.1 Notice of Special Meeting. . . . . . . . . . . . . 2
1.3.2 Proposed Articles of Amendment or Dissolution. . . 2
1.3.3 Proposed Merger, Consolidation, Exchange, Sale,
Lease or Disposition . . . . . . . . . . . . . . . 2
1.3.4 Declaration of Mailing . . . . . . . . . . . . . . 3
1.3.5 Waiver of Notice . . . . . . . . . . . . . . . . . 3
1.4 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.5 Voting of Shares. . . . . . . . . . . . . . . . . . . . . . 3
1.6 Adjourned Meetings. . . . . . . . . . . . . . . . . . . . . 3
1.7 Record Date . . . . . . . . . . . . . . . . . . . . . . . . 4
1.8 Record of Shareholders Entitled to Vote . . . . . . . . . . 4
1.9 Action by Shareholders Without a Meeting. . . . . . . . . . 4
1.10 Telephonic Meetings . . . . . . . . . . . . . . . . . . . . 5
1.11 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE II - BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . 5
2.1 Management Responsibility . . . . . . . . . . . . . . . . . 5
2.2 Number of Directors, Qualification. . . . . . . . . . . . . 5
2.3 Election, Term of Office. . . . . . . . . . . . . . . . . . 5
2.4 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.5 Removal . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.6 Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . 6
2.7 Regular Meetings. . . . . . . . . . . . . . . . . . . . . . 6
2.8 Special Meetings. . . . . . . . . . . . . . . . . . . . . . 6
2.9 Notice of Meeting . . . . . . . . . . . . . . . . . . . . . 7
2.10 Quorum of Directors . . . . . . . . . . . . . . . . . . . . 7
2.11 Presumption of Assent . . . . . . . . . . . . . . . . . . . 8
2.12 Action by Directors Without a Meeting . . . . . . . . . . . 8
2.13 Telephonic Meetings . . . . . . . . . . . . . . . . . . . . 8
2.14 Compensation. . . . . . . . . . . . . . . . . . . . . . . . 9
2.15 Committees. . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE III - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . 10
3.2 Qualification . . . . . . . . . . . . . . . . . . . . . . . 10
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TABLE OF CONTENTS
(continued)
3.3 Officers Designated . . . . . . . . . . . . . . . . . . . . 10
3.3.1 President. . . . . . . . . . . . . . . . . . . . . 10
3.3.2 Vice Presidents. . . . . . . . . . . . . . . . . . 10
3.3.3 Secretary. . . . . . . . . . . . . . . . . . . . . 11
3.3.4 Treasurer. . . . . . . . . . . . . . . . . . . . . 11
3.4 Delegation. . . . . . . . . . . . . . . . . . . . . . . . . 11
3.5 Resignation . . . . . . . . . . . . . . . . . . . . . . . . 12
3.6 Removal . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.7 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.8 Compensation. . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE IV - CONTRACTS, LOANS, CHECKS AND DEPOSITS . . . . . . . . . . 12
4.1 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.2 Loans . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.3 Checks, Drafts, Etc.. . . . . . . . . . . . . . . . . . . . 12
4.4 Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE V - STOCK . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1 Issuance of Shares. . . . . . . . . . . . . . . . . . . . . 13
5.2 Certificates of Stock . . . . . . . . . . . . . . . . . . . 13
5.3 Restrictions on Transfer. . . . . . . . . . . . . . . . . . 14
5.4 Transfers . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VI - BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . . . 15
6.1 Books of Accounts, Minutes and Share Register . . . . . . . 15
6.2 Copies of Resolutions . . . . . . . . . . . . . . . . . . . 15
ARTICLE VII - FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE VIII - DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE IX - CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE X - INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . 16
10.1 Right to Indemnification. . . . . . . . . . . . . . . . . . 16
10.2 Right of Indemnitee to Bring Suit . . . . . . . . . . . . . 17
10.3 Nonexclusivity of Rights. . . . . . . . . . . . . . . . . . 18
10.4 Insurance, Contracts and Funding. . . . . . . . . . . . . . 18
10.5 Indemnification of Employees and Agents of the
Corporation . . . . . . . . . . . . . . . . . . . . . . . . 18
10.6 Persons Serving Other Entities. . . . . . . . . . . . . . . 18
ARTICLE XI - MISCELLANY. . . . . . . . . . . . . . . . . . . . . . . . 19
11.1 Inspector of Elections. . . . . . . . . . . . . . . . . . . 19
11.2 Rules of Order. . . . . . . . . . . . . . . . . . . . . . . 20
11.3 Registered Office and Registered Agent. . . . . . . . . . . 20
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TABLE OF CONTENTS
(continued)
ARTICLE XII - AMENDMENT OF BYLAWS. . . . . . . . . . . . . . . . . . . 20
12.1 By the Shareholders . . . . . . . . . . . . . . . . . . . . 20
12.2 By the Board of Directors . . . . . . . . . . . . . . . . . 21
ARTICLE XIII - AUTHENTICATION. . . . . . . . . . . . . . . . . . . . . 21
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BYLAWS OF
STRATFORD SOFTWARE CORPORATION, USA
ARTICLE I - SHAREHOLDERS
1.1 ANNUAL MEETING. The annual meeting of the shareholders of the
corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held each year on a
date and at a time and place to be set by the Board of Directors.
1.2 SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes may be called at any time by a majority of the Board of
Directors or by the Chairperson of the Board (if one be elected) or by the
President or by one or more shareholders holding not less than one-tenth (1/10)
of all the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting. The Board of Directors may designate any place as
the place of any special meeting called by the Chairperson, the President or the
Board, and special meetings called at the request of shareholders shall be held
at such place as may be determined by the Board and placed in the notice of such
meetings.
If a special meeting is called by any person or persons other than the
Board of Directors or the President or the Chairperson of the Board (if one be
elected), then the request shall be in writing, specifying the time of such
meeting, to be held not less than twenty (20) nor more than seventy (70) days
after the giving of the request for such meeting, and the general nature of the
business proposed to be transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission to the
President or the Secretary of the corporation. Upon receipt of such a request,
the Secretary shall cause notice of such meeting to be promptly given to the
shareholders entitled to vote, in accordance with the provisions of Section 1.3
of these Bylaws. If the notice is not given by the Secretary within ten (10)
days after receipt of the request, then the person or persons requesting the
meeting may give notice.
1.3 NOTICE OF MEETINGS. Except as otherwise provided in Subsections
1.3.2 and 1.3.3 below, the Secretary, Assistant Secretary, or any transfer agent
of the corporation shall deliver, either personally or by mail, private carrier,
telegraph or teletype, or telephone, wire or wireless equipment which transmits
a facsimile of the notice, not less than ten (10) nor more than
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sixty (60) days before the date of any meeting of shareholders, written notice
stating the place, day, and time of the meeting to each shareholder of record
entitled to vote at such meeting. If mailed in the United States, such notice
shall be deemed to be delivered when deposited in the United States mail, with
first-class postage thereon prepaid, addressed to the shareholder at his address
as it appears on the corporation's record of shareholders. If mailed outside the
United States, such notice shall be deemed to be delivered five (5) days after
being deposited in the mail, with first-class airmail postage thereon, return
receipt requested, addressed to the shareholder at the shareholder's address as
it appears on the corporation's record of shareholders.
1.3.1 NOTICE OF SPECIAL MEETING. In the case of a special
meeting, the written notice shall also state with reasonable clarity the purpose
or purposes for which the meeting is called and the actions sought to be
approved at the meeting. No business other than that specified in the notice may
be transacted at a special meeting.
1.3.2 PROPOSED ARTICLES OF AMENDMENT OR DISSOLUTION. If the
business to be conducted at any meeting includes any proposed amendment to the
Articles of Incorporation or the proposed voluntary dissolution of the
corporation, then the written notice shall be given not less than twenty (20)
nor more than sixty (60) days before the meeting date and shall state that the
purpose or one of the purposes is to consider the advisability thereof, and, in
the case of a proposed amendment, shall be accompanied by a copy of the
amendment.
1.3.3 PROPOSED MERGER, CONSOLIDATION, EXCHANGE, SALE, LEASE,
OR DISPOSITION. If the business to be conducted at any meeting includes any
proposed plan of merger or share exchange, or any sale, lease, exchange, or
other disposition of all or substantially all of the corporation's property
otherwise than in the usual or regular course of its business, then the written
notice shall state that the purpose or one of the purposes is to consider the
proposed plan of merger or share exchange, sale, lease, or disposition, as the
case may be, shall describe the proposed action with reasonable clarity, and, if
required by law, shall be accompanied by a copy or a detailed summary thereof;
and written notice shall be given to each shareholder of record, whether or not
entitled to vote at such meeting, not less than twenty (20) nor more than sixty
(60) days before such meeting, in the manner provided in Section 1.3 above.
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1.3.4 DECLARATION OF MAILING. A declaration of the mailing or
other means of giving any notice of any shareholders' meeting, executed by the
Secretary, Assistant Secretary, or any transfer agent of the corporation giving
the notice, shall be prima facie evidence of the giving of such notice.
1.3.5 WAIVER OF NOTICE. Notice of any shareholders' meeting
may be waived in writing by any shareholder at any time, either before or after
the meeting. Except as provided below, the waiver must be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting waives objection to lack of notice, or defective notice,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting.
1.4 QUORUM. A quorum shall exist at any meeting of shareholders if a
majority of the shares entitled to vote is represented in person or by proxy.
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. 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. 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 the adjourned meeting.
1.5 VOTING OF SHARES. Except as otherwise provided in the Articles
of Incorporation or 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. 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 a greater number is required by
the Articles of Incorporation or the Washington Business Corporation Act.
1.6 ADJOURNED MEETINGS. 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. However, if the adjournment is for more than one
hundred twenty (120) days from the date set for the original meeting, a new
record date for the
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adjourned meeting shall be fixed and a new notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the adjourned
meeting, in accordance with the provisions of Section 1.3 of these Bylaws. At
any adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting.
1.7 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
meeting or action requiring such determination of shareholders. 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.
1.8 RECORD OF SHAREHOLDERS ENTITLED TO VOTE. After fixing a
record date for a shareholders' meeting, the corporation shall prepare an
alphabetical list of the names of all shareholders on the record date who are
entitled to notice of the shareholders' meeting. The list shall 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. A
shareholder, shareholder's agent, or a shareholder's attorney may inspect the
shareholders list, beginning ten days prior to the shareholders' 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 during regular business hours and at the shareholder's expense. The
shareholders list shall be kept open for inspection during such meeting or
any adjournment. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.
1.9 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action which may
be or which is required by law to be taken at any annual or special meeting of
shareholders may be taken without a meeting, without prior notice having been
given and without a vote having
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been taken, if one or more written consents, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote on the action. Such
consent shall have the same force and effect as a unanimous vote of shareholders
and may be described as such in any articles or other document filed with the
Secretary of State of the State of Washington. Action taken by consent is
effective when all consents have been delivered to the corporation, unless the
consent specifies a later effective date.
1.10 TELEPHONIC MEETINGS. Shareholders may participate in a meeting
by means of a conference telephone or other communications equipment by which
all persons participating in the meeting can hear each other during the meeting,
and participation by such means shall constitute presence in person at a
meeting.
1.11 PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be 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.
ARTICLE II - BOARD OF DIRECTORS
2.1 MANAGEMENT RESPONSIBILITY. 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 may be otherwise provided in the Articles of Incorporation or the
Washington Business Corporation Act.
2.2 NUMBER OF DIRECTORS, QUALIFICATION. The number of directors of
the corporation shall be not less than one (1) nor more than five (5), the
specific number to be set by resolution of the Board of Directors or the
shareholders. No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.
No director need be a shareholder of the corporation or a resident of
the State of Washington.
2.3 ELECTION, TERM OF OFFICE. At the first annual meeting of
shareholders and at each annual meeting thereafter, the shareholders shall elect
directors to hold office until the next annual meeting, except in the case of
the classification of directors as permitted by RCW 23B.08.060. If, for any
reason, the directors shall not have been elected at an annual meeting, they may
be elected at a special meeting of shareholders called for that purpose in
accordance with these Bylaws. Despite the expiration of
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a director's term, the director continues to serve until the director's
successor shall have been elected and qualified or until there is a decrease in
the number of directors.
2.4 VACANCIES. Any vacancy occurring in the Board of Directors
(whether caused by resignation, death, an increase in the number of directors,
or otherwise) may be filled by the shareholders or the Board of Directors. If
the directors in office constitute fewer than a quorum of the Board, they may
fill the vacancy by the affirmative vote of a majority of all the directors in
office. A director elected to fill any vacancy shall hold office until the next
shareholders meeting at which directors are elected.
2.5 REMOVAL. One or more members of the Board of Directors
(including the entire Board) may be removed, with or without cause, at a meeting
of shareholders called expressly for that purpose. If the Articles of
Incorporation do not permit cumulative voting, a director may be removed only if
the number of votes cast to remove the director exceeds the number of votes cast
not to remove the director. If the Articles of Incorporation permit cumulative
voting in the election of directors, no one of the directors may be removed if
the votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board.
2.6 ANNUAL MEETING. The first meeting of each newly elected Board of
Directors shall be known as the annual meeting thereof and shall be held without
notice immediately after the annual shareholders' meeting or any special
shareholders' meeting at which a Board is elected. Said meeting shall be held at
the same place as such shareholders' meeting unless some other place shall be
specified by resolution of the shareholders.
2.7 REGULAR MEETINGS. Regular meetings of the Board of Directors or
of any committee designated by the Board may be held at such place and such day
and hour as shall from time to time be fixed by resolution of the Board or
committee, without other notice than the delivery of such resolution as provided
in Section 2.9 below.
2.8 SPECIAL MEETINGS. Special meetings of the Board of Directors or
any committee designated by the Board may be called by the President or the
Chairperson of the Board (if one be elected) or any director or committee
member, to be held at such place and such day and hour as specified by the
person or persons calling the meeting.
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2.9 NOTICE OF MEETING. Notice of the date, time, and place of all
special meetings of the Board of Directors or any committee designated by the
Board shall be given by the Secretary, or by the person calling the meeting, by
mail, private carrier, telegram, facsimile transmission, or personal
communication over the telephone or otherwise, provided such notice is received
at least two (2) days prior to the day upon which the meeting is to be held.
No notice of any regular meeting need be given if the time and place
thereof shall have been fixed by resolution of the Board of Directors or any
committee designated by the Board and a copy of such resolution has been
delivered by mail, private carrier, telegram or facsimile transmission to every
director or committee member and is received at least two (2) days before the
first meeting held in pursuance thereof.
Notice of any meeting of the Board of Directors or any committee
designated by the Board need not be given to any director or committee member if
it is waived in a writing signed by the director entitled to the notice, whether
before or after such meeting is held.
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. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors or any committee designated by the Board need be
specified in the notice or waiver of notice of such meeting unless required by
the Articles of Incorporation or these Bylaws.
Any meeting of the Board of Directors or any committee designated by the
Board shall be a legal meeting without any notice thereof having been given if
all of the directors or committee members have received valid notice thereof,
are present without objecting, or waive notice thereof in a writing signed by
the director and delivered to the corporation for inclusion in the minutes or
filing with the corporate records, or any combination thereof.
2.10 QUORUM OF DIRECTORS. Unless a greater number is required by the
Articles of Incorporation, a majority of the number of directors fixed by or in
the manner provided by these Bylaws shall constitute a quorum for the
transaction of business. If a quorum is present when a vote is taken, the
affirmative vote of a majority
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of directors present is the act of the Board of Directors unless the Articles of
Incorporation or these Bylaws require the vote of a greater number of directors.
A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place. If the meeting is
adjourned for more than forty-eight (48) hours, then notice of the time and
place of the adjourned meeting shall be given before the adjourned meeting takes
place, in the manner specified in Section 2.9 of these Bylaws, to the directors
who were not present at the time of the adjournment.
2.11 PRESUMPTION OF ASSENT. Any director who is present at any
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 the meeting 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 dissent or abstention to the presiding officer of the meeting before
the adjournment thereof or to the corporation within a reasonable time after
adjournment of the meeting. Such right to dissent or abstain shall not be
available to any director who voted in favor of such action.
2.12 ACTION BY DIRECTORS WITHOUT A MEETING. Any action required by
law to be taken or which may be taken at a meeting of the Board of Directors or
of a committee thereof may be taken without a meeting if one or more written
consents, setting forth the action so taken, shall be signed by all of the
directors or all of the members of the committee, as the case may be, either
before or after the action taken and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. Such consent shall have the
same effect as a unanimous vote at a meeting duly held upon proper notice on the
date of the last signature thereto, unless the consent specifies a later
effective date.
2.13 TELEPHONIC MEETINGS. Members of the Board of Directors or any
committee designated by the Board may participate in a meeting of the Board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
during the meeting. Participation by such means shall constitute presence in
person at a meeting.
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2.14 COMPENSATION. By resolution of the Board of Directors, the
directors and committee members may be paid their expenses, if any, or a fixed
sum or a stated salary as a director or committee member for attendance at each
meeting of the Board or of such committee as the case may be. No such payment
shall preclude any director or committee member from serving the corporation in
any other capacity and receiving compensation therefor.
2.15 COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the full Board, may from time to time 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:
(a) authorize or approve a distribution except according to
a general formula or method prescribed by the Board of Directors;
(b) approve or propose to shareholders action that the
Washington Business Corporation Act requires to be approved by shareholders;
(c) fill vacancies on the Board of Directors or on any of
its committees;
(d) adopt any amendment to the Articles of Incorporation;
(e) adopt, amend or repeal these Bylaws;
(f) approve a plan of merger; or
(g) 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 officer
of the corporation, to do so within limits specifically prescribed by the
Board of Directors.
Meetings of such committees shall be governed by the same procedures as
govern the meetings of the Board of Directors. All committees so appointed shall
keep regular minutes of their meetings and shall cause them to be recorded in
books kept for that purpose at the office of the corporation.
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ARTICLE III - OFFICERS
3.1 APPOINTMENT. The officers of the corporation shall be appointed
annually by the Board of Directors at its annual meeting held after the annual
meeting of the shareholders. If the appointment of officers is not held at such
meeting, such appointment shall be held as soon thereafter as a Board meeting
conveniently may be held. Except in the case of death, resignation or removal,
each officer shall hold office until the next annual meeting of the Board and
until his successor is appointed and qualified.
3.2 QUALIFICATION. None of the officers of the corporation need be a
director, except as specified below. Any two or more of the corporate offices
may be held by the same person.
3.3 OFFICERS DESIGNATED. The officers of the corporation shall be a
President, one or more Vice Presidents (the number thereof to be determined by
the Board of Directors), a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be appointed by the [Board of Directors]
[President].
The Board of Directors may, in its discretion, appoint a Chairperson of
the Board of Directors; and, if a Chairperson has been appointed, the
Chairperson shall, when present, preside at all meetings of the Board of
Directors and the shareholders and shall have such other powers as the Board may
prescribe.
3.3.1 The President shall be the chief executive officer of
the corporation and, subject to the direction and control of the Board, shall
supervise and control all of the assets, business, and affairs of the
corporation. The President shall vote the shares owned by the corporation in
other corporations, domestic or foreign, unless otherwise prescribed by
resolution of the Board. In general, the President shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Board from time to time.
The President shall, unless a Chairperson of the Board of Directors has
been appointed and is present, preside at all meetings of the shareholders and
the Board of Directors.
3.3.2 VICE PRESIDENTS. In the absence of the President or
his inability to act, the Vice Presidents, if any, in order of their rank as
fixed by the Board of Directors or, if not ranked a Vice President designated
by the Board shall perform all 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;
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provided that no such Vice President shall assume the authority to preside as
Chairperson of meetings of the Board unless such Vice President is a member of
the Board. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be respectively prescribed for them by the
Board, these Bylaws or the President.
3.3.3 SECRETARY. The Secretary shall:
(a) keep the minutes of meetings of the shareholders and the
Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and seal of the
corporation, if one be adopted;
(d) keep a register of the post office address of each
shareholder and director;
(e) sign with the President, or a Vice President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors;
(f) have general charge of the stock transfer books of the
corporation; and
(g) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the
President or the Board of Directors.
In the absence of the Secretary, an Assistant Secretary may perform the
duties of the Secretary.
3.3.4 TREASURER. Subject to the direction and control of the
Board of Directors, the Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation; and, at the
expiration of his term of office, he shall turn over to his successor all
property of the corporation in his possession.
In the absence of the Treasurer, an Assistant Treasurer may perform the
duties of the Treasurer.
3.4 DELEGATION. In case of the absence or inability to act of any
officer of the corporation and of any person herein authorized to act in his
place, the Board of Directors may from time to time
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delegate the powers or duties of such officer to any other officer or director
or other person whom it may select.
3.5 RESIGNATION. Any officer may resign at any time by delivering
written notice to the Corporation. Any such resignation shall take effect when
the notice is delivered unless the notice specifies a later date. Unless
otherwise specified in the notice, acceptance of such resignation by the
corporation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract to which the officer is a party.
3.6 REMOVAL. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board at any time with or without cause.
Election or appointment of an officer or agent shall not of itself create
contract rights.
3.7 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, creation of a new office, or any other
cause may be filled by the Board of Directors for the unexpired portion of the
term or for a new term established by the Board.
3.8 COMPENSATION. Compensation, if any, for officers and other
agents and employees of the corporation shall be determined by the Board of
Directors, or by the President to the extent such authority may be delegated to
him by the Board. No officer shall be prevented from receiving compensation in
such capacity by reason of the fact that he is also a director of the
corporation.
ARTICLE IV - CONTRACTS, LOANS, CHECKS AND DEPOSITS
4.1 CONTRACTS. The Board of Directors may authorize any officer or
officers or agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation. Such authority
may be general or confined to specific instances.
4.2 LOANS. The corporation shall not borrow money and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.
4.3 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
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officer or officers or agent or agents of the corporation and in such manner as
may be determined from time to time by resolution of the Board of Directors.
4.4 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 V - STOCK
5.1 ISSUANCE OF SHARES. No shares of the corporation shall be issued
unless authorized by the Board of Directors, which authorization shall include
the maximum number of shares to be issued, the consideration to be received for
each share, and, if the consideration is in a form other than cash, the
determination of the value of the consideration and a statement that such
consideration is adequate.
5.2 CERTIFICATES OF STOCK. Certificates of stock shall be issued in
numerical order, and each shareholder shall be entitled to a certificate signed
by the President or a Vice President, attested to by the Secretary or Assistant
Secretary, and sealed with the corporate seal, if any. Every certificate of
stock shall be in such 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 registered holder of the shares represented
thereby; and
(c) The number and class of shares, and the designation of the
series, if any, which such certificate represents.
If the corporation is authorized to issue different classes of shares or
different series within a class, the designations, preferences, limitations,
and relative rights applicable to each class and the variations in rights,
preferences and limitations determined for each series, and the authority of
the Board of Directors to determine variations for future series, must be
summarized on the front or back of each certificate. Alternatively, each
certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder this information without charge on request in
writing.
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If the shares are subject to transfer or other restrictions under applicable
securities laws or contracts with the corporation, either a complete description
of or a reference to the existence and general nature of such restrictions shall
be placed on the face or back of the certificate.
5.3 RESTRICTIONS ON TRANSFER. Except to the extent that the
corporation has obtained an opinion of counsel acceptable to the corporation
that transfer restrictions are not required under applicable securities laws,
all certificates representing shares of the corporation shall bear the following
legend (or a legend of substantially the same import) on the face of the
certificate or on the reverse of the certificate if a reference to the legend is
contained on the face:
NOTICE: RESTRICTIONS ON TRANSFER
"The securities evidenced by this certificate have not been registered
under the Securities Act of 1933 or any applicable state law, and no
interest therein may be sold, distributed, assigned, offered, pledged or
otherwise transferred unless (a) there is an effective registration
statement under such Act and applicable state securities laws covering
any such transaction involving said securities, or (b) this corporation
receives an opinion of legal counsel for the holder of these securities
(concurred in by legal counsel for this corporation) stating that such
transaction is exempt from registration or this corporation otherwise
satisfies itself that such transaction is exempt from registration.
Neither the offering of the securities nor any offering materials have
been reviewed by any administrator under the Securities Act of 1933, or
any applicable state law."
5.4 TRANSFERS. Shares of stock may be transferred by delivery of the
certificates therefor, accompanied by:
(a) an assignment in writing on the back of the certificate, or an
assignment separate from certificate, or a written power of attorney to sell,
assign, and transfer the same, signed by the record holder of the
certificate, and
(b) such additional documents, instruments, or other items or
evidence as may be reasonably necessary to satisfy the requirements of any
transfer restrictions applicable to such shares, whether arising under
applicable securities or other laws, or by contract, or otherwise.
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Except as otherwise specifically provided in these Bylaws, no shares of
stock shall be transferred on the books of the corporation until the outstanding
certificate therefor has been surrendered to the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled, and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed, or mutilated certificate a new one may be issued therefor upon such
terms (including indemnity to the corporation) as the Board of Directors may
prescribe.
ARTICLE VI - BOOKS AND RECORDS
6.1 BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER. The corporation
shall keep as permanent records minutes of all meetings of its shareholders and
Board of Directors, a record of all actions taken by the shareholders or Board
of Directors without a meeting, and a record of all actions taken by a committee
of the Board of Directors exercising the authority of the Board of Directors on
behalf of the corporation. The corporation shall maintain appropriate accounting
records. The corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each. The corporation shall keep a copy
of the following records at its principal office: the Articles or Restated
Articles of Incorporation and all amendments to them currently in effect; the
Bylaws or Restated Bylaws and all amendments to them currently in effect; the
minutes of all shareholders' meetings, and records of all actions taken by
shareholders without a meeting, for the past three years; its financial
statements for the past three years, including balance sheets showing in
reasonable detail the financial condition of the corporation as of the close of
each fiscal year, and an income statement showing the results of its operations
during each fiscal year prepared on the basis of generally accepted accounting
principles or, if not, prepared on a basis explained therein; all written
communications to shareholders generally within the past three years; a list of
the names and business addresses of its current directors and officers; and its
most recent annual report delivered to the Secretary of State of Washington.
6.2 COPIES OF RESOLUTIONS. Any person dealing with the corporation
may rely upon a copy of any of the records of the proceedings, resolutions, or
votes of the Board of Directors or shareholders, when certified by the President
or Secretary.
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ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall be set by resolution of the
Board of Directors.
ARTICLE VIII - DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and to
the extent prescribed and permitted by law and the Articles of Incorporation.
ARTICLE IX - CORPORATE SEAL
The Board of Directors may adopt a corporate seal for the corporation
which shall have inscribed thereon the name of the corporation, the year and
state of incorporation and the words "corporate seal".
ARTICLE X - INDEMNIFICATION
10.1 RIGHT TO INDEMNIFICATION. Each individual (hereinafter an
"indemnitee") who was or is made a party or is threatened to be made a party to
or is otherwise involved (including, without limitation, as a witness) in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a director or
officer of the corporation or that, while serving as a director or officer of
the corporation, he or she is or was also serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation or of a foreign or domestic partnership,
joint venture, trust, employee benefit plan or other enterprise, whether the
basis of the proceeding is alleged action in an official capacity as such a
director, officer, employee, partner, trustee, or agent or in any other capacity
while serving as such director, officer, employee, partner, trustee, or agent,
shall be indemnified and held harmless by the corporation to the full extent
permitted by applicable law as then in effect, against all expense, liability
and loss (including, without limitation, attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts to be paid in settlement) incurred
or suffered by such indemnitee in connection therewith, and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee, partner, trustee, or agent and shall inure to
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the benefit of the indemnitee's heirs, executors and administrators;
provided, however, that no indemnification shall be provided to any such
indemnitee if the corporation is prohibited by the Washington Business
Corporation Act or other applicable law as then in effect from paying such
indemnification; and provided, further, that except as provided in Section
10.2 of this Article with respect to proceedings seeking to enforce rights to
indemnification, the corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized or ratified by the
Board of Directors. The right to indemnification conferred in this Section
10.1 shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"). Any
advancement of expenses shall be made only upon delivery to the corporation
of a written undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified for such
expenses under this Section 10.1 and upon delivery to the corporation of a
written affirmation (hereinafter an "affirmation") by the indemnitee of his
or her good faith belief that such indemnitee has met the standard of conduct
necessary for indemnification by the corporation pursuant to this Article.
10.2 RIGHT OF INDEMNITEE TO BRING SUIT. If a written claim for
indemnification under Section 10.1 of this Article is not paid in full by the
corporation within sixty days after the corporation's receipt thereof, except
in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim. If successful, in whole or in part, in any such suit or in a suit
brought by the corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expenses of prosecuting or defending such suit. The indemnitee shall be
presumed to be entitled to indemnification under this Article upon submission
of a written claim (and, in an action brought to enforce a claim for an
advancement of expenses, where the required undertaking and affirmation have
been tendered to the corporation) and thereafter the corporation shall have
the burden of proof to overcome the presumption that the indemnitee is so
entitled. Neither the failure of the corporation (including the Board of
Directors, independent legal counsel or the shareholders) to have made a
determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances
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nor an actual determination by the corporation (including the Board of
Directors, independent legal counsel or the shareholders) that the indemnitee is
not entitled to indemnification shall be a defense to the suit or create a
presumption that the indemnitee is not so entitled.
10.3 NONEXCLUSIVITY OF RIGHTS. The right to indemnification and the
advancement of expenses conferred in this Article X shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation or Bylaws of the
corporation, general or specific action of the Board of Directors, contract or
otherwise.
10.4 INSURANCE, CONTRACTS AND FUNDING. The corporation may maintain
insurance, at its expense, to protect itself and any 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 agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against any expense, liability or loss 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
the power to indemnify such person against such expense, liability or loss under
the Washington Business Corporation Act. The corporation may enter into
contracts with any director, officer, employee or agent of the corporation in
furtherance of the provisions of this Article and may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.
10.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The
corporation may, by action of the Board of Directors, grant rights to
indemnification and advancement of expenses to employees and agents of the
corporation with the same scope and effect as the provisions of this Article
with respect to the indemnification and advancement of expenses of directors and
officers of the corporation or pursuant to rights granted pursuant to, or
provided by, the Washington Business Corporation Act or otherwise.
10.6 PERSONS SERVING OTHER ENTITIES. Any individual who is or was a
director, officer or employee of the corporation who, while a director, officer
or employee of the corporation, is or was serving (a) as a director or officer
of another foreign or domestic corporation of which a majority of the shares
entitled to vote in the election of its directors is held by the corporation,
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(b) as a trustee of an employee benefit plan and the duties of the director or
officer to the corporation also impose duties on, or otherwise involve services
by, the director or officer to the plan or to participants in or beneficiaries
of the plan or (c) in an executive or management capacity in a foreign or
domestic partnership, joint venture, trust or other enterprise of which the
corporation or a wholly owned subsidiary of the corporation is a general partner
or has a majority ownership or interest shall be deemed to be so serving at the
request of the corporation and entitled to indemnification and advancement of
expenses under this Article.
ARTICLE XI - MISCELLANY
11.1 INSPECTOR OF ELECTIONS. Before any annual or special meeting of
Shareholders, the Board of Directors may appoint an inspector of elections to
act at the meeting and any adjournment thereof. If no inspector of elections is
so appointed by the Board, then the chairperson of the meeting may appoint an
inspector of elections to act at the meeting. If any person appointed as
inspector fails to appear or fails or refuses to act, then the chairperson of
the meeting may, and upon the request of any shareholder or a shareholder's
proxy shall, appoint a person to fill that vacancy.
Such inspector of elections shall:
(a) determine the number of shares outstanding and the voting power
of each, the number of shares represented at the meeting, the existence of a
quorum, and, with the advice of legal counsel to the corporation, the
authenticity, validity, and effect of proxies;
(b) receive votes, ballots, or consents;
(c) hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(d) count and tabulate all votes or consents;
(e) determine the result; and
(f) do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.
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11.2 RULES OF ORDER. The rules contained in the most recent edition
of Robert's Rules of order, Newly Revised, shall govern all meetings of
shareholders and directors where those rules are not inconsistent with the
Articles of Incorporation or Bylaws, subject to the following:
(a) The chairperson of the meeting shall have absolute
authority over matters of procedure, and there shall be no appeal from the
ruling of the chairperson. If the chairperson deems it advisable to dispense
with the rules of parliamentary procedure for any meeting or any part thereof,
the chairperson shall so state and shall clearly state the rules under which the
meeting or appropriate part thereof shall be conducted.
(b) If disorder should arise which prevents continuation of
the legitimate business of the meeting, the chairperson may quit the chair and
announce the adjournment of the meeting; upon his so doing, the meeting shall be
deemed immediately adjourned, subject to being reconvened in accordance with
Section 1.6 of these Bylaws.
(c) The chairperson may ask or require that anyone not a
bona fide shareholder or proxy leave the meeting of shareholders.
(d) A resolution or motion at a meeting of shareholders
shall be considered for vote only if proposed by a shareholder or duly
authorized proxy and seconded by an individual who is a shareholder or duly
authorized proxy other than the individual who proposed the resolution or
motion.
11.3 REGISTERED OFFICE AND REGISTERED AGENT. The registered office of
e corporation shall be located in the State of Washington at such place as may
be fixed from time to time by the Board of Directors upon filing of such notices
as may be required by law, and the registered agent shall have a business office
identical with such registered office. Any change in the registered agent or
registered office shall be effective upon filing such change with the office of
the Secretary of State of the State of Washington.
ARTICLE XII - AMENDMENT OF BYLAWS
12.1 BY THE SHAREHOLDERS. These Bylaws may be amended, altered, or
repealed at any meeting of the shareholders, provided that in case of a special
meeting, notice of the proposed alteration or amendment was contained in the
notice of the meeting.
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12.2 BY THE BOARD OF DIRECTORS. These Bylaws may be amended, altered,
or repealed by the affirmative vote of the majority of the whole Board of
Directors at any regular or special meeting of the Board unless (a) the Articles
of Incorporation or the Washington Business Corporation Act reserve the power to
amend exclusively to the shareholders in whole or part; or (b) the shareholders,
in amending or repealing a particular bylaw, provide expressly that the Board of
Directors may not amend or repeal that bylaw. Any action of the Board with
respect to the amendment, alteration or repeal of these Bylaws is hereby made
expressly subject to change or repeal by the shareholders.
ARTICLE XIII - AUTHENTICATION
The foregoing Bylaws were read, approved, and duly adopted by the Board
of Directors, of Stratford Software Corporation, USA, on the 8th day of October
1992, and the President of the corporation was empowered to authenticate such
Bylaws by his signature below.
/s/ T. J. McKie
-----------------------------
Thompson J. McKie
President
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