BYLAWS
OF
PACIFICORP
AS AMENDED EFFECTIVE NOVEMBER 18, 1998
ARTICLE I
OFFICES
The principal office of the Company in the State of Oregon shall be in the
City of Portland, County of Multnomah. The Company may have such other offices,
either within or without the State of Oregon, as the Board of Directors may
designate or as the business of the Company may, from time to time, require.
ARTICLE II
SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the second Wednesday in the month of May in each year, unless a different
date is fixed by the Board of Directors, at such time and place as are fixed by
the Board of Directors and stated in the notice of the meeting. 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, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman of the Board, the President or the Board of Directors and shall be
called by the Chairman of the Board or the President upon the written demand,
describing the purpose or purposes for which the meeting is to be held, signed,
dated and delivered to the Company's Secretary, of the holders of not less than
one-tenth of all the outstanding votes of the Company entitled to be cast on any
issue proposed to be considered at the meeting.
2.3 PLACE OF MEETINGS. Meetings of the shareholders shall be held at
such place, within or without the State of Oregon, as may be designated by the
Board of Directors.
2.4 NOTICE OF MEETINGS. Written or printed notice stating the date, time
and place of the meeting and, in the case of a special meeting or where
otherwise required by law, the purpose or purposes for which the meeting is
called shall be mailed by the Secretary to each shareholder entitled to vote at
the meeting, and if required by law, to such additional shareholders as are
entitled to receive notice, at the shareholder's address shown in the Company's
stock transfer books, with postage thereon prepaid, not less than 10 nor more
than 60 days before the date of the meeting.
2.5 FIXING OF RECORD DATE. For the purpose of determining shareholders
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote or to take any other action, or shareholders entitled to receive payment of
any dividend, or in order to make a determination of
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shareholders for any other proper purpose, the Board of Directors of the
Company 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 nor, in
the case of a meeting, less than 10 days before the meeting or action
requiring a determination of shareholders. The record date for any meeting,
vote or other action of the shareholders shall be the same for all voting
groups.
2.6 SHAREHOLDERS' LIST FOR MEETING. After a record date for a meeting
has been fixed, the Company shall prepare an alphabetical list of the names of
all its shareholders 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. The shareholders' list shall be available for inspection by any
shareholder, upon proper demand as may be required by law, beginning two
business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting, at the Company's principal office
or at a place identified in the meeting notice in the city where the meeting
will be held. The Company shall make the shareholders' list available at the
meeting, and any shareholder or the shareholder's agent or attorney shall be
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.
2.7 QUORUM; ADJOURNMENT.
(a) 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. 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.
(b) A majority of votes represented at the meeting, whether or not
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, except as
may be required by law. 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.
(c) 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. A new record date shall be set if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.
2.8 VOTING REQUIREMENTS; ACTION WITHOUT MEETING.
(a) 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 Company's Restated
Articles of Incorporation. If any share of capital stock of the Company is
entitled to more or less than one vote on any matter, every reference in these
Bylaws to a majority or other proportion of shares shall refer to such a
majority or other proportion of votes entitled to be cast.
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(b) 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
Secretary for inclusion in the minutes or filing with the Company's records.
Such action shall not be effective unless, at least 10 days before the action is
taken, any non-voting shareholder entitled to notice of the proposed action is
given written notice of the proposed action as required by law. Action taken
under this section is effective when the last shareholder signs the consent,
unless the consent specifies an earlier or later effective date.
2.9 PROXIES. A shareholder may vote shares in person or by proxy by
signing an appointment. A shareholder may appoint a proxy by signing an
appointment form 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.
2.10 NOTICE OF BUSINESS. At any meeting of the shareholders, only such
business shall be conducted as shall have been brought before the meeting (a)
by or at the direction of the Board of Directors or (b) by any shareholder of
the Company who is a beneficial or record holder at the time of giving of
the notice provided for in this Section 2.10, who shall be entitled to vote
at such meeting and who complies with the notice procedures set forth in this
Section 2.10. For business to be properly brought before a shareholder
meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary. To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal executive
offices of the Company not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting is given or
made, notice by the shareholder to be timely must be received no later than
the close of business on the 10th day following the day on which such notice
of the date of the meeting was mailed or such public disclosure was made. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the meeting (a) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address of the
shareholder proposing such business, (c) the class and number of shares of
the Company which are beneficially owned by the shareholder and (d) any
material interest of the shareholder in such business. If the shareholder is
not a shareholder of record at the time of giving the notice, the notice
shall be accompanied by appropriate documentation of the shareholder's claim
of beneficial ownership. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at a shareholder meeting except in
accordance with the procedures set forth in this Section 2.10. The officer
presiding at the meeting shall, if in the officer's opinion the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of these Bylaws,
and if such officer should so determine, such officer shall so declare to the
meeting and any such business not properly brought before the meeting shall
not be transacted. Notwithstanding the foregoing provisions of this Section
2.10, a shareholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 2.10.
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2.11 NOMINATION OF DIRECTORS. Only persons who are nominated in
accordance with the procedures set forth in these Bylaws shall be eligible to
serve as directors. Nominations of persons for election to the Board of
Directors of the Company may be made at a meeting of shareholders (a) by or
at the direction of the Board of Directors or (b) by any shareholder of the
Company who is a beneficial or record holder at the time of giving of notice
provided for in this Section 2.11, who shall be entitled to vote for the
election of directors at the meeting and who complies with the notice
procedures set forth in this Section 2.11. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Company not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 70 days' notice or prior public disclosure of the date of the
meeting is given or made, notice by the shareholder to be timely must be
received no later than the close of business on the 10th day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. Such shareholder's notice shall set forth (a) as to
each person whom the shareholder proposes to nominate for election or
reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); and (b) as to the shareholder
giving the notice (i) the name and address of such shareholder and (ii) the
class and number of shares of the Company which are beneficially owned by
such shareholder. If the shareholder is not a shareholder of record at the
time of giving the notice, the notice shall be accompanied by appropriate
documentation of the shareholder's claim of beneficial ownership. At the
request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary that
information required to be set forth in a shareholder's notice of nomination
which pertains to the nominee. No person shall be eligible to serve as a
director of the Company unless nominated in accordance with the procedures
set forth in this Section 2.11. The officer presiding at the meeting shall,
if in the officer's opinion the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by the Bylaws, and if such officer should so determine, such
officer shall so declare to the meeting and the defective nomination shall be
disregarded. Notwithstanding the foregoing provisions of this Section 2.11,
a shareholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 2.11.
2.12 CONDUCT OF MEETING. The officer presiding at any meeting of the
shareholders shall have authority to determine the agenda and order of business
at the meeting and to adopt such rules and regulations as may be necessary or
desirable to promote the fair and efficient conduct of the business of the
meeting.
ARTICLE III
BOARD OF DIRECTORS
3.1 DUTIES OF BOARD OF DIRECTORS; ELECTION. All corporate powers shall
be exercised by or under the authority of, and the business and affairs of the
Company shall be managed under
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the direction of, its Board of Directors, which shall be divided into three
classes, as nearly equal in number as possible, with one class being elected
each year. Members of a class shall be elected by the shareholders, by a
plurality of the votes cast at the meeting.
3.2 NUMBER, ELECTION AND QUALIFICATION. The exact number of directors
may, within the limits of not less than nine (9) nor more than twenty-one (21)
set forth in Article VI of the Company's Restated Articles of Incorporation, be
fixed and increased or decreased from time to time by resolution of the Board of
Directors. Directors shall hold office for a term of three years, and until
their successors are elected and qualified or the number of directors is
decreased; provided, however, that the term of office of any director shall not
extend beyond the regular quarterly meeting of the Board of Directors following
the date the director reaches age 70; and, provided further, that the term of
any director who is also an employee of the Company shall expire at the date of
the employee's retirement as an employee. No reduction in the number of
directors shall shorten the term of any incumbent director.
3.3 REGULAR MEETINGS. The Board of Directors may provide the time and
place, either within or without the State of Oregon, for the holding of regular
meetings of the Board of Directors without other notice.
3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, the President or any
two directors. 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 48 hours prior to the meeting by
notice communicated in person, by telephone, telegraph, teletype or other form
of wire or wireless communication, or by mail or private carrier. If mailed,
notice shall be deemed effective when deposited in the United States mail
addressed to the director at the director's business address, with postage
thereon prepaid. Notice by all other means shall be deemed effective when
received by or on behalf of the director. Except as otherwise provided by law
or in the Company's Restated Articles of Incorporation, 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 QUORUM. A majority of the total number of directors fixed in
accordance with Section 3.2 of these Bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. If less than
a quorum is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
3.7 MANNER OF ACTING. 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 Restated Articles
of Incorporation or these Bylaws.
3.8 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
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Board of Directors or the affirmative vote of a majority of the remaining
directors if less than a quorum of the Board of Directors or by a sole
remaining director. Any directorship not filled by the directors shall be
filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose; if the vacant office 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. A
director elected to fill a vacancy shall be elected to serve until the next
meeting of shareholders at which directors are elected and shall continue to
serve until a successor shall be elected and qualified or there is a decrease
in the number of directors. A vacancy that will occur at a specific later
date, by reason of a resignation or otherwise, may be filled before the
vacancy occurs, but the new director may not take office until the vacancy
occurs.
3.9 COMPENSATION. By resolution of the Board of Directors, the directors
may be paid a reasonable compensation for their services as directors, and their
expenses, if any, of attendance at each meeting of the Board of Directors;
provided, that no director who is also a full-time officer or employee of the
Company shall receive additional compensation as a director. No such payment
shall preclude any director from serving the Company in any other capacity and
receiving compensation therefor.
3.10 PRESUMPTION OF ASSENT. A director of the Company who is present at a
meeting of the Board of Directors or a committee of the Board of Directors shall
be deemed to have assented to the action taken unless (a) the director's dissent
or abstention from the action is entered in the minutes of the meeting, (b) the
director delivers a written notice of dissent or abstention to the action to the
presiding officer of the meeting before the adjournment thereof or to the
Company immediately after the adjournment of the meeting or (c) the director
objects at the beginning of the meeting or promptly upon the director's arrival
to the holding of the meeting or transacting business at the meeting. The right
to dissent or abstain shall not apply to a director who voted in favor of the
action.
3.11 EXECUTIVE COMMITTEE. The Board of Directors, as soon as may be after
its election in each year, shall by resolution adopted by a majority of all the
Directors in office when the action is taken, designate from among its members
an Executive Committee to consist of the officer designated as Chief Executive
Officer and two or more other directors. Such Committee shall have and may
exercise all of the powers of the Board during the intervals between its
meetings which may be lawfully delegated, subject to such limitations as may be
provided by resolution of the Board. The Board shall have the power at any time
to change the membership of such Committee and to fill vacancies in it. The
Executive Committee may make rules for the conduct of its business and may
appoint such committees and assistants as it may deem necessary. A majority of
the members of such Committee shall be a quorum. The Executive Committee shall
elect one of its members as chairman.
3.12 OTHER COMMITTEES. The Board of Directors, by resolution adopted by a
majority of all the Directors in office when the action is taken, from time to
time may establish, fix the membership, define the duties and appoint the
members of each of such other committees of the Board of Directors as it shall
determine. One-third of the members of each such other committee, but in no
case fewer than two directors, shall be a quorum of the committee.
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ARTICLE IV
OFFICERS
4.1 NUMBER. The officers of the Company shall be a Chairman of the Board
(who shall be a Director of the Company), a President, one or more Vice
Presidents (who may be distinguished from one another by such designations as
the Board of Directors may specify), a Secretary, a Treasurer, and if the Board
of Directors shall deem such an officer desirable, a Controller. Each of the
aforesaid officers shall be appointed by the Board of Directors. The Board of
Directors shall designate one of the officers of the Company (who shall also be
a Director of the Company) as Chief Executive Officer. Other officers and
assistant officers may be appointed as determined by the Board of Directors.
Any two or more offices may be held by the same person.
4.2 APPOINTMENT AND TERM OF OFFICE. With the exception of the initial
appointment of any new officer or assistant officer, or the initial election of
an officer to another or different office, which may be at any meeting of the
Board of Directors, the officers of the Company shall be appointed annually at
the first meeting of the Board of Directors held after each annual meeting of
the shareholders. If the appointment of officers shall not be held at such
meeting, such appointment shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until a successor shall have been duly
appointed and shall have qualified or until such officer's death, resignation,
or removal from office in the manner hereinafter provided.
4.3 REMOVAL. Any officer or agent appointed by the Board of Directors
may be removed by the Board of Directors with or without cause, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. The appointment of an officer does not itself create contract rights.
4.4 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.
4.5 CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors shall
preside at all meetings of the Board of Directors and shall perform other duties
assigned by the Board of Directors.
4.6 PRESIDENT. The President shall perform all duties incident to the
office of President and such other duties assigned by the Board of Directors.
4.7 VICE PRESIDENTS. Each of the Vice Presidents shall perform such
duties as from time to time may be assigned by the Chief Executive Officer or
the Board of Directors.
4.8 TREASURER. The Treasurer shall perform the duties usually pertaining
to such office and such other duties as from time to time may be assigned by the
Chief Executive Officer or the Board of Directors. The Treasurer shall give a
bond for faithful discharge of the Treasurer's duties in such sum and with such
surety or sureties as the Board of Directors shall determine.
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4.9 SECRETARY. The Secretary shall have the responsibility for preparing
minutes of all meetings of the directors and shareholders and for authenticating
records of the Company. The Secretary shall in addition perform other duties
assigned by the Chief Executive Officer or the Board of Directors.
4.10 OTHER OFFICERS. Other officers and assistant officers shall perform
such duties as from time to time may be assigned to each of them by the Chief
Executive Officer or the Board of Directors.
4.11 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 Company.
ARTICLE V
INDEMNIFICATION
The Company shall indemnify to the fullest extent not prohibited by law
any person who is made, or threatened to be made, a party to an action, suit
or proceeding, whether civil, criminal, administrative, investigative, or
otherwise (including an action, suit or proceeding by or in the right of the
Company) by reason of the fact that the person is or was a director, officer,
employee or agent of the Company or a fiduciary within the meaning of the
Employee Retirement Income Security Act of 1974 with respect to any employee
benefit plan of the Company, or serves or served at the request of the
Company as a director, officer, employee or agent, or as a fiduciary of an
employee benefit plan, of another corporation, partnership, joint venture,
trust or other enterprise. The Company shall pay for or reimburse the
reasonable expenses incurred by any such person in any such proceeding in
advance of the final disposition of the proceeding to the fullest extent not
prohibited by law. This Article shall not be deemed exclusive of any other
provisions for indemnification or advancement of expenses of directors,
officers, employees, agents and fiduciaries that may be included in any
statute, bylaw, agreement, general or specific action of the Board of
Directors, vote of shareholders or otherwise.
ARTICLE VI
ISSUANCE OF SHARES
6.1 CERTIFICATES FOR SHARES.
(a) Certificates representing shares of the Company shall be in
form determined by the Board of Directors. Such certificates shall be signed
by the Chairman of the Board, the President or a Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and may be sealed with the seal of the Company or a facsimile
thereof. All certificates for shares shall be consecutively numbered or
otherwise identified. The signatures of officers upon a certificate may be
facsimiles.
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(b) Every certificate for shares of stock that are subject to any
restriction on transfer pursuant to the Restated Articles of Incorporation, the
Bylaws, applicable securities laws, agreements among or between shareholders or
any agreement to which the Company is a party shall have conspicuously noted on
the face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction and that the Company retains a
copy of the restriction. Every certificate issued when the Company is
authorized to issue more than one class or series of stock shall set forth on
its face or back either 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 future series or a statement of the existence of such designations, relative
rights, preferences and limitations and a statement that the Company will
furnish a copy thereof to the holder of such certificate upon written request
and without charge.
(c) All certificates surrendered to the Company 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 therefor upon such terms and indemnity to the Company as the Board of
Directors prescribes.
6.2 TRANSFER OF SHARES. Transfer of shares of the Company shall be made
only on the stock transfer books of the Company 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.
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 Company, with such powers and duties as the Board of Directors
determines by resolution.
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, or agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Company, and such authority
may be general or confined to specific instances.
7.2 LOANS. No loans shall be contracted on behalf of the Company 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, ETC. All checks, drafts or other orders for the
payment of money and
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notes or other evidences of indebtedness issued in the name of the Company
shall be signed by such officer or officers, or agent or agents of the
Company 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 Company not otherwise employed shall be
deposited from time to time to the credit of the Company in such banks, trust
companies or other depositaries as the Board of Directors or officers of the
Company designated by the Board of Directors may select; or be invested as
authorized by the Board of Directors.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 SEAL. The corporate seal of the Company shall be circular in form
and shall bear an inscription containing the name of the Company, the year 1910
and the state of incorporation.
8.2 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.
8.3 WAIVER OF NOTICE.
(a) A shareholder may at any time waive any notice required by
these Bylaws, the Restated Articles of Incorporation or the provisions of any
applicable law. Such waiver shall be in writing, be signed by the shareholder
entitled to the notice and be delivered to the Company for inclusion in the
minutes for filing with the corporate records. A shareholder's attendance at a
meeting waives objection to (i) 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 and (ii)
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.
(b) A director may at any time waive any notice required by these
Bylaws, the Restated Articles of Incorporation or the provisions of any
applicable law. Except as set forth below, such waiver must be in writing, be
signed by the director entitled to the notice, must specify the meeting for
which notice is waived and must be filed with the minutes or corporate records.
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.
8.4 ENGINEERING DECISIONS IN WASHINGTON. Engineering decisions
pertaining to any project or engineering activities in the State of Washington
shall be made by the engineer designated by or in accordance with resolutions of
the Board of Directors.
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ARTICLE IX
AMENDMENTS
The Company's Bylaws may be amended or repealed or new bylaws may be made:
(a) by the affirmative vote of the holders of record of a majority of the
outstanding capital stock of the Company entitled to vote thereon, irrespective
of class, given at any annual or special meeting of the shareholders; provided
that notice of the proposed amendment, repeal or new bylaw or bylaws be included
in the notice of such meeting or waiver thereof; or (b) by the affirmative vote
of a majority of the entire Board of Directors given at any regular meeting of
the Board, or any special meeting thereof; provided that notice of the proposed
amendment, repeal or new bylaw or bylaws be included in the notice of such
meeting or waiver thereof or all of the directors at the time in office be
present at such meeting.
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