Bylaws - Onvia.com Inc.
AMENDED AND RESTATED BYLAWS
OF
ONVIA.COM, INC.
SECTION 1. OFFICES
The principal office of the corporation shall be located at the principal
place of business or such other place as the corporation's board of directors
(the "Board of Directors") may designate. The corporation may have such other
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offices, either within or without the State of Washington, as the Board of
Directors may designate or as the business of the corporation may require from
time to time.
SECTION 2. SHAREHOLDERS
2.1 Annual Meeting
Unless another date is selected by the Board of Directors, the annual
meeting of the Shareholders shall be held the third week in May of each year in
Seattle, Washington for the purpose of electing directors and transacting such
other business as may properly come before the meeting. If the day fixed for
the annual meeting is a legal holiday at the place of the meeting, the meeting
shall be held on the next succeeding business day.
2.2 Special Meetings
The Corporation's chairman of the board (the "Chairman of the Board"),
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the Corporation's president (the "President") or the Board of Directors may call
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special meetings of the Corporation's Shareholders (the "Shareholders") for any
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purpose. Further, a special meeting of the Shareholders shall be held if the
holders of not less than twenty-five percent (25%) of all the votes entitled to
be cast on any issue proposed to be considered at such special meeting have
dated, signed and delivered to the Corporations' secretary (the "Secretary") one
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or more written demands for such meeting, describing the purpose or purposes for
which it is to be held.
2.3 Meetings by Communication Equipment
Shareholders may participate in any meeting of the Shareholders by any
means of communication by 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.
2.4 Date, Time and Place of Meeting
Except as otherwise provided herein, all meetings of Shareholders,
including those held pursuant to demand by Shareholders as provided herein,
shall be held on such date and at such time and place, within or without the
State of Washington, designated by or at the direction of the Board of
Directors.
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2.5 Notice of Meeting
Written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called shall be given by or at the direction of the Board of Directors, the
Chairman of the Board, the President or the Secretary to each shareholder
entitled to notice of or to vote at the meeting not less than ten (10) nor more
than sixty (60) days before the meeting, except that notice of a meeting to act
on an amendment to the Corporation's articles of incorporation (the "Articles of
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Incorporation"), a plan of merger or share exchange, the sale, lease, exchange
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or other disposition of all or substantially all of the corporation's assets
other than in the regular course of business or the dissolution of the
corporation shall be given not less than twenty (20) nor more than sixty (60)
days before such meeting. Such notice may be transmitted by mail, private
carrier, personal delivery, telegraph, teletype or communications equipment
which transmits a facsimile of the notice to like equipment which receives and
reproduces such notice. If these forms of written notice are impractical in the
view of the Board of Directors, the Chairman of the Board, the President or the
Secretary, written notice may be transmitted by an advertisement in a newspaper
of general circulation in the area of the corporation's principal office. If
such notice is mailed, it shall be deemed effective when deposited in the
official government mail, first-class postage prepaid, properly addressed to the
shareholder at such shareholder's address as it appears in the corporation's
current record of Shareholders. Notice given in any other manner shall be
deemed effective when dispatched to the shareholder's address, telephone number
or other number appearing on the records of the corporation. Any notice given
by publication as herein provided shall be deemed effective five (5) days after
first publication.
2.6 Waiver of Notice
Whenever any notice is required to be given to any shareholder under
the provisions of these amended and restated bylaws (the "Bylaws"), the Articles
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of Incorporation or the Washington Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice and delivered
to the corporation, whether before or after the date and time of the meeting,
shall be deemed equivalent to the giving of such notice. Further, notice of the
time, place and purpose of any meeting will be deemed to be waived by any
shareholder by attendance thereat in person or by proxy, unless such shareholder
at the beginning of the meeting objects to holding the meeting or transacting
business at the meeting.
2.7 Fixing of Record Date for Determining Shareholders
For the purpose of determining Shareholders entitled (a) to notice of
or to vote at any meeting of Shareholders or any adjournment thereof, (b) to
demand a special meeting, or (c) to receive payment of any dividend, or in order
to make a determination of Shareholders for any other purpose, the Board of
Directors may fix a future date as the record date for any such determination.
Such record date shall be not more than seventy (70) days, and in case of a
meeting of Shareholders not less than ten (10) days prior to the date on which
the particular action requiring such determination is to be taken. If no record
date is fixed for the determination of Shareholders entitled to notice of or to
vote at a meeting, the record date shall
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be the day immediately preceding the date on which notice of the meeting is
first given to Shareholders. Such a determination shall apply to any adjournment
of the meeting unless the Board of Directors fixes a new record date, which it
shall do if the meeting is adjourned to a date more than one hundred twenty
(120) days after the date fixed for the original meeting. If no record date is
set for the determination of Shareholders entitled to receive payment of any
stock dividend or distribution (other than one involving a purchase, redemption,
or other acquisition of the corporation's shares), the record date shall be the
date the Board of Directors authorizes the stock dividend or distribution.
2.8 Voting Record
At least ten (10) days before each meeting of Shareholders, an
alphabetical list of the Shareholders entitled to notice of such meeting shall
be made, arranged by voting group and by each class or series of shares therein,
with the address of and number of shares held by each shareholder. This record
shall be kept at the principal office of the corporation for ten (10) days prior
to such meeting, and shall be kept open at such meeting, for the inspection of
any shareholder or any shareholder's agent.
2.9 Quorum
A majority of the votes entitled to be cast on a matter by the holders
of shares that, pursuant to the Articles of Incorporation or the Washington
Business Corporation Act, are entitled to vote and be counted collectively upon
such matter, represented in person or by proxy, shall constitute a quorum of
such shares at a meeting of Shareholders. If less than a majority of such votes
are represented at a meeting, a majority of the votes so represented may adjourn
the meeting from time to time without further notice if the new date, time or
place is announced at the meeting before adjournment. Any business may be
transacted at a reconvened meeting that might have been transacted at the
meeting as originally called, provided a quorum is present or represented
thereat. Once a share is represented for any purpose at a meeting other than
solely to object to holding the meeting or transacting business thereat, it is
deemed present for quorum purposes for the remainder of the meeting and any
adjournment thereof (unless a new record date is or must be set for the
adjourned meeting) notwithstanding the withdrawal of enough Shareholders to
leave less than a quorum.
2.10 Manner of Acting
If a quorum is present, action on a matter other than the election of
Directors shall be approved if the votes cast in favor of the action by the
shares entitled to vote and be counted collectively upon such matter exceed the
votes cast against such action by the shares entitled to vote and be counted
collectively thereon, unless the Articles of Incorporation or the Washington
Business Corporation Act requires a greater number of affirmative votes.
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2.11 Proxies
A shareholder may vote by proxy executed in writing by the shareholder
or by his or her attorney-in-fact or agent. Such proxy shall be effective when
received by the Secretary or other officer or agent authorized to tabulate
votes. A proxy shall become invalid eleven (11) months after the date of its
execution, unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.
2.12 Voting of Shares
Except as provided in the Articles of Incorporation or in Section 2.13
hereof, each outstanding share entitled to vote with respect to a matter
submitted to a meeting of Shareholders shall be entitled to one vote upon such
matter.
2.13 Voting for Directors
Each shareholder entitled to vote at an election of Directors may
vote, in person or by proxy, the number of shares owned by such shareholder for
as many persons as there are Directors to be elected and for whose election such
shareholder has a right to vote, or (unless otherwise provided in the Articles
of Incorporation) each such shareholder may cumulate such shareholder's votes by
distributing among one or more candidates as many votes as are equal to the
number of such Directors multiplied by the number of such shareholder's shares.
Unless otherwise provided in the Articles of Incorporation, the candidates
elected shall be those receiving the largest number of votes cast, up to the
number of Directors to be elected.
2.14 Action by Shareholders Without a Meeting
Any action which could be taken at a meeting of the Shareholders may
be taken without a meeting or a vote if the action is taken by Shareholders
holding of record or otherwise entitled to vote in the aggregate not less than
the minimum number of votes necessary to authorize or take such action at a
meeting at which all shares entitled to vote on the action were present and
voted. The taking of action by Shareholders without a meeting or vote must be
evidenced by one or more written consents describing the action taken, signed by
Shareholders holding of record or otherwise entitled to vote in the aggregate
not less than the minimum number of votes necessary in order to take such action
by written consent.
SECTION 3. BOARD OF DIRECTORS
3.1 General Powers
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
these Bylaws, the Articles of Incorporation or the Washington Business
Corporation Act.
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3.2 Number and Tenure
The Board of Directors shall be composed of seven (7) directors. The
number of Directors may be changed from time to time by amendment to these
Bylaws, but no decrease in the number of Directors shall have the effect of
shortening the term of any incumbent director. Unless a director dies, resigns,
or is removed, his or her term of office shall expire at the next annual meeting
of Shareholders; provided, however, that a director shall continue to serve
until his or her successor is elected or until there is a decrease in the
authorized number of Directors. Directors need not be Shareholders of the
corporation or residents of the State of Washington and need not meet any other
qualifications.
3.3 Annual and Regular Meetings
An annual Board of Directors meeting shall be held without notice
immediately after and at the same place as the annual meeting of Shareholders.
By resolution the Board of Directors, or any committee thereof, may specify the
time and place either within or without the State of Washington for holding
regular meetings thereof without notice other than such resolution.
3.4 Special Meetings
Special meetings of the Board of Directors or any committee designated
by the Board of Directors may be called by or at the request of the Chairman of
the Board, the President, the Secretary or, in the case of special Board of
Directors meetings, any three Directors and, in the case of any special meeting
of any committee designated by the Board of Directors, by the Chairman thereof.
The person or persons authorized to call special meetings may fix any place
either within or without the State of Washington as the place for holding any
special Board of Directors or committee meeting called by them.
3.5 Meetings by Communications Equipment
Members of the Board of Directors or any committee designated by the
Board of Directors may participate in a meeting of such Board of Directors or
committee by, or conduct the meeting through the use of, any means of
communication by which all Directors participating in the meeting can hear each
other during the meeting. Participation by such means shall constitute presence
in person at a meeting.
3.6 Notice of Special Meetings
Notice of a special Board of Directors or committee meeting stating
the place, day and hour of the meeting shall be given to a director in writing
or orally. Neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in the notice of such meeting.
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3.6.1 Personal Delivery
If notice is given by personal delivery, the notice shall be
effective if delivered to a director at least twenty-four (24) hours before the
meeting.
3.6.2 Delivery by Mail
If notice is delivered by mail, the notice shall be deemed
effective if deposited in the official government mail at least five (5) days
before the meeting, properly addressed to a director at his or her address shown
on the records of the corporation, with postage thereon prepaid.
3.6.3 Delivery by Private Carrier
If notice is given by private carrier, the notice shall be
deemed effective when dispatched to a director at his or her address shown on
the records of the corporation at least three (3) days before the meeting.
3.6.4 Facsimile Notice
If notice is delivered by wire or wireless equipment which
transmits a facsimile of the notice, the notice shall be deemed effective when
dispatched at least two (2) days before the meeting to a director at his or her
telephone number or other number appearing on the records of the corporation.
3.6.5 Delivery by Telegraph
If notice is delivered by telegraph, the notice shall be deemed
effective if the content thereof is delivered to the telegraph company for
delivery to a director at his or her address shown on the records of the
corporation at least three (3) days before the meeting.
3.6.6 Oral Notice
If notice is delivered orally, by telephone or in person, the
notice shall be deemed effective if personally given to the director at least
two (2) days before the meeting.
3.7 Waiver of Notice
3.7.1 In Writing
Whenever any notice is required to be given to any director
under the provisions of these Bylaws, the Articles of Incorporation or the
Washington Business Corporation Act, a waiver thereof in writing, signed by the
person or persons entitled to such notice and delivered to the corporation,
whether before or after the date and time of the meeting, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at,
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nor the purpose of, any regular or special meeting of the Board of Directors or
any committee designated by the Board of Directors need be specified in the
waiver of notice of such meeting.
3.7.2 By Attendance
A director's attendance at or participation in a Board of
Directors or committee meeting shall constitute a waiver of notice of such
meeting, unless the director at the beginning of the meeting, or promptly upon
his or her arrival, objects to holding the meeting or transacting business
thereat and does not thereafter vote for or assent to action taken at the
meeting.
3.8 Quorum
A majority of the number of Directors fixed by or in the manner
provided in these Bylaws shall constitute a quorum for the transaction of
business at any Board of Directors meeting but, if less than a majority are
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
3.9 Manner of Acting
If a quorum is present when the vote is taken, the act of the majority
of the Directors present at a Board of Directors meeting shall be the act of the
Board of Directors, unless the vote of a greater number is required by these
Bylaws, the Articles of Incorporation or the Washington Business Corporation
Act.
3.10 Presumption of Assent
A director of the corporation who is present at a Board of Directors
or committee meeting at which any action is taken shall be deemed 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 any business thereat, (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 the director's dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation within a
reasonable time after adjournment of the meeting. The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.
3.11 Action by Board of Directors or Committees Without a Meeting
Any action which could be taken at a meeting of the Board of Directors
or of any committee created by the Board of Directors may be taken without a
meeting if one or more written consents setting forth the action so taken are
signed by each of the Directors or by each committee member either before or
after the action is taken and delivered to the corporation. Action taken by
written consent of Directors without a meeting is effective when the last
director signs the consent, unless the consent specifies a later effective date.
Any such written consent
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shall be inserted in the minute book as if it were the minutes of a Board of
Directors or a committee meeting.
3.12 Resignation
Any director may resign at any time by delivering written notice to
the Chairman of the Board, the President, the Secretary or the Board of
Directors. Any such resignation is effective upon delivery thereof unless the
notice of resignation specifies a later effective date and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
3.13 Removal
At a meeting of Shareholders called expressly for that purpose, one or
more members of the Board of Directors, including the entire Board of Directors,
may be removed with or without cause (unless the Articles of Incorporation
permit removal for cause only) by the holders of the shares entitled to elect
the director or Directors whose removal is sought 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, then a director may not be removed if the number of votes sufficient
to elect such director if then cumulatively voted at an election of the entire
Board of Directors or, if there are classes of Directors, at an election of the
class of Directors of which such director is a part, is voted against the
director's removal.
3.14 Vacancies
Unless the Articles of Incorporation provide otherwise, any vacancy
occurring on the Board of Directors may be filled by the Shareholders, the Board
of Directors or, if the Directors in office constitute fewer than a quorum, by
the affirmative vote of a majority of the remaining Directors. Any vacant
office held by a director elected by the holders of one or more classes or
series of shares entitled to vote and be counted collectively thereon shall be
filled only by the vote of the holders of such class or series of shares. A
director elected to fill a vacancy shall serve only until the next election of
Directors by the Shareholders.
3.15 Executive and Other Committees
3.15.1 Creation of Committees
The Board of Directors, by resolution adopted by the greater
of a majority of the Directors then in office and the number of Directors
required to take action in accordance with these Bylaws, may create standing or
temporary committees, including an Executive Committee, and appoint members
thereto from its own number and invest such committees with such powers as it
may see fit, subject to such conditions as may be prescribed by the Board of
Directors, these Bylaws and applicable law. Each committee must have two or more
members, who shall serve at the pleasure of the Board of Directors.
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3.15.2 Authority of Committees
Each committee shall have and may exercise all of the
authority of the Board of Directors to the extent provided in the resolution of
the Board of Directors creating the committee and any subsequent resolutions
pertaining thereto and adopted in like manner, 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 actions or proposals required by the
Washington Business Corporation Act to be approved by Shareholders, (c) fill
vacancies on the Board of Directors or any committee thereof, (d) adopt, amend
or repeal Bylaws, (e) amend the Articles of Incorporation pursuant to RCW
23B.10.020, (f) approve a plan of merger not requiring shareholder approval, 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.
3.15.3 Quorum and Manner of Acting
A majority of the number of Directors composing any committee
of the Board of Directors, as established and fixed by resolution of the Board
of Directors, shall constitute a quorum for the transaction of business at any
meeting of such committee but, if less than a majority are present at a meeting,
a majority of such Directors present may adjourn the meeting from time to time
without further notice. Except as may be otherwise provided in the Washington
Business Corporation Act, if a quorum is present when the vote is taken the act
of a majority of the members present shall be the act of the committee.
3.15.4 Minutes of Meetings
All committees shall keep regular minutes of their meetings
and shall cause them to be recorded in books kept for that purpose.
3.15.5 Resignation
Any member of any committee may resign at any time by
delivering written notice thereof to the Chairman of the Board, the President,
the Secretary or the Board of Directors. Any such resignation is effective upon
delivery thereof, unless the notice of resignation specifies a later effective
date, and the acceptance of such resignation shall not be necessary to make it
effective.
3.15.6 Removal
The Board of Directors may remove any member of any committee
elected or appointed by it but only by the affirmative vote of the greater of a
majority of the Directors then in office and the number of Directors required to
take action in accordance with these Bylaws.
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3.16 Compensation
By Board of Directors resolution, Directors and committee members may
be paid their expenses, if any, of attendance at each Board of Directors or
committee meeting, or a fixed sum for attendance at each Board of Directors or
committee meeting, or a stated salary as director or a committee member, or a
combination of the foregoing. No such payment shall preclude any director or
committee member from serving the corporation in any other capacity and
receiving compensation therefor.
SECTION 4. OFFICERS
4.1 Appointment and Term
The officers of the corporation shall be those officers appointed from
time to time by the Board of Directors or by any other officer empowered to do
so. The Board of Directors shall have sole power and authority to appoint
executive officers. As used herein, the term "executive officer" shall mean the
President, any Vice President in charge of a principal business unit, division
or function or any other officer who performs a policy-making function. The
Board of Directors or the President may appoint such other officers and
assistant officers to hold office for such period, have such authority and
perform such duties as may be prescribed. The Board of Directors may delegate
to any other officer the power to appoint any subordinate officers and to
prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person. Unless an officer dies, resigns or
is removed from office, he or she shall hold office until his or her successor
is appointed.
4.2 Resignation
Any officer may resign at any time by delivering written notice
thereof to the corporation. Any such resignation is effective upon delivery
thereof, unless the notice of resignation specifies a later effective date, and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
4.3 Removal
Any officer may be removed by the Board of Directors at any time, with
or without cause. An officer or assistant officer, if appointed by another
officer, may be removed by any officer authorized to appoint officers or
assistant officers.
4.4 Contract Rights of Officers
The appointment of an officer does not itself create contract rights.
4.5 Chairman of the Board
If appointed, the Chairman of the Board shall perform such duties as
shall be assigned to him or her by the Board of Directors from time to time and
shall preside over
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meetings of the Board of Directors and Shareholders unless another officer is
appointed or designated by the Board of Directors as Chairman of such meetings.
4.6 President
If appointed, the President shall be the chief executive officer of
the corporation unless some other officer is so designated by the Board of
Directors, shall preside over meetings of the Board of Directors and
Shareholders in the absence of a Chairman of the Board, and, subject to the
Board of Director's control, shall supervise and control all of the assets,
business and affairs of the corporation. In general, the President shall
perform all duties incident to the office of President and such other duties as
are prescribed by the Board of Directors from time to time. If no Secretary has
been appointed, the President shall have responsibility for the preparation of
minutes of meetings of the Board of Directors and Shareholders and for
authentication of the records of the corporation.
4.7 Vice President
In the event of the death of the President or his or her inability to
act, the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board of Directors as the successor to the
President, or if no Vice President is so designated, the Vice President first
elected to such office) shall perform the duties of the President, except as may
be limited by resolution of the Board of Directors, with all the powers of and
subject to all the restrictions upon the President. Vice Presidents shall
perform such other duties as from time to time may be assigned to them by the
President or by or at the direction of the Board of Directors.
4.8 Secretary
If appointed, the Secretary shall be responsible for preparation of
minutes of the meetings of the Board of Directors and Shareholders, maintenance
of the corporation records and stock registers, and authentication of the
corporation's records and shall in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him or her by the President or by or at the direction of the Board of
Directors. In the absence of the Secretary, an Assistant Secretary may perform
the duties of the Secretary.
4.9 Treasurer
If appointed, the Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in banks,
trust companies or other depositories selected in accordance with the provisions
of these Bylaws, and in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
or her by the President or by or at the direction of the Board of Directors. In
the absence of the Treasurer, an Assistant Treasurer may perform the duties of
the Treasurer. If required by the Board of
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Directors, the Treasurer or any Assistant Treasurer shall give a bond for the
faithful discharge of his or her duties in such amount and with such surety or
sureties as the Board of Directors shall determine.
4.10 Salaries
The salaries of the officers shall be fixed from time to time by the
Board of Directors or by any person or persons to whom the Board of Directors
has delegated such authority. No officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a director of the
corporation.
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 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.
5.2 Loans to the Corporation
No loans shall be contracted on behalf of the corporation 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.
5.3 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 officer or officers, or agent or agents, of the corporation and
in such manner as is from time to time determined by resolution of the Board of
Directors.
5.4 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.
SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Issuance of Shares
No shares of the corporation shall be issued unless authorized by the
Board of Directors, or by a committee designated by the Board of Directors to
the extent such committee is empowered to do so.
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6.2 Certificates for Shares
Certificates representing shares of the corporation shall be signed,
either manually or in facsimile, by the President or any Vice President and by
the Treasurer or any Assistant Treasurer or the Secretary or any Assistant
Secretary and shall include on their face written notice of any restrictions
which may be imposed on the transferability of such shares. All certificates
shall be consecutively numbered or otherwise identified.
6.3 Stock Records
The stock transfer books shall be kept at the principal office of the
corporation or at the office of the corporation's transfer agent or registrar.
The name and address of each person to whom certificates for shares are issued,
together with the class and number of shares represented by each such
certificate and the date of issue thereof, shall be entered on the stock
transfer books 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.
6.4 Transfer of Shares
The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to
the corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.
6.5 Lost or Destroyed Certificates
In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.
SECTION 7. BOOKS AND RECORDS
The corporation shall:
(a) Keep as permanent records minutes of all meetings of its
Shareholders and the Board of Directors, a record of all actions taken by the
Shareholders or the 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.
(b) Maintain appropriate accounting records.
(c) 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
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showing the number and class of shares held by each; provided, however, such
record may be maintained by an agent of the corporation.
(d) Maintain its records in written form or in another form capable
of conversion into written form within a reasonable time.
(e) Keep a copy of the following records at its principal office:
(i) the Articles of Incorporation and all amendments thereto
as currently in effect;
(ii) the Bylaws and all amendments thereto as currently in
effect;
(iii) the minutes of all meetings of Shareholders and records of
all action taken by Shareholders without a meeting, for the past three (3)
years;
(iv) the financial statements described in Section
23B.16.200(1) of the Washington Business Corporation Act, for the past three (3)
years;
(v) all written communications to Shareholders generally
within the past three (3) years;
(vi) a list of the names and business addresses of the current
Directors and officers; and
(vii) the most recent annual report delivered to the Washington
Secretary of State.
SECTION 8. ACCOUNTING YEAR
The accounting year of the corporation shall be the calendar year,
provided that if a different accounting year is at any time selected by the
Board of Directors for purposes of federal income taxes, or any other purpose,
the accounting year shall be the year so selected.
SECTION 9. SEAL
The Board of Directors may provide for a corporate seal which shall
consist of the name of the corporation, the state of its incorporation and the
year of its incorporation.
SECTION 10. INDEMNIFICATION
10.1 Right to Indemnification
Each person who was, is or is threatened to be made a named party to
or is otherwise involved (including, without limitation, as a witness) in any
threatened, pending or completed 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
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was a director or officer of the corporation or, that being or having been such
a director or officer or an employee of the corporation, he or she is or was
serving at the request of an executive officer of the corporation as a director,
officer, partner, trustee, employee or agent of another corporation or of a
partnership, joint venture, trust, employee benefit plan or other enterprise
(hereinafter an "indemnitee"), whether the basis of a proceeding is alleged
action in an official capacity as such a director, officer, partner, trustee,
employee or agent or in any other capacity while serving as such a director,
officer, partner, trustee, employee or agent, shall be indemnified and held
harmless by the corporation against all expense, liability and loss (including
counsel fees, judgments, fines, ERISA excise taxes or penalties and amounts to
be paid in settlement) actually and reasonably 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, partner, trustee,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators. Except as provided in Section 10.4 of this Section
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 a proceeding (or part
thereof) was authorized or ratified by the Board of Directors. The right to
indemnification conferred in this Section shall be a contract right.
10.2 Restrictions on Indemnification
No indemnification shall be provided to any such indemnitee for acts
or omissions of the indemnitee finally adjudged to be intentional misconduct or
a knowing violation of law, for conduct of the indemnitee finally adjudged to be
in violation of Section 23B.08.310 of the Washington Business Corporation Act,
for any transaction with respect to which it was finally adjudged that such
indemnitee personally received a benefit in money, property or services to which
the indemnitee was not legally entitled or if the corporation is otherwise
prohibited by applicable law from paying such indemnification, except that if
Section 23B.08.560 or any successor provision of the Washington Business
Corporation Act is hereafter amended, the restrictions on indemnification set
forth in this Section 10.2 shall be as set forth in such amended statutory
provision.
10.3 Advancement of Expenses
The right to indemnification conferred in this Section 10.3 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"). An advancement of expenses shall be made upon
delivery to the corporation of an 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 10.3.
10.4 Right of Indemnitee to Bring Suit
If a claim under Section 10.1 or 10.3 of this Section is not paid in
full by the corporation within sixty (60) days after a written claim has been
received by the corporation,
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except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) 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
expense of prosecuting or defending such suit. The indemnitee shall be presumed
to be entitled to indemnification under this Section 10.4 upon submission of a
written claim (and, in an action brought to enforce a claim for an advancement
of expenses, where the required undertaking has 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.
10.5 Procedures Exclusive
Pursuant to Section 23B.08.560(2) or any successor provision of the
Washington Business Corporation Act, the procedures for indemnification and
advancement of expenses set forth in this Section 10.5 are in lieu of the
procedures required by Section 23B.08.550 or any successor provision of the
Washington Business Corporation Act.
10.6 Nonexclusivity of Rights
The right to indemnification and the advancement of expenses conferred
in this Section 10.6 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.
10.7 Insurance, Contracts and Funding
The corporation may maintain insurance, at its expense, to protect
itself and any director, officer, partner, trustee, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, 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, partner,
trustee, employee or agent of the corporation in furtherance of the provisions
of this Section 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 Section.
10.8 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 or any
class or group of employees and agents of the corporation (a) with the same
scope and effect as the provisions of this Section with respect to the
indemnification and advancement of expenses of Directors and officers of the
corporation; (b) pursuant to rights granted pursuant to, or provided by, the
Washington Business Corporation Act; or (c) as are otherwise consistent with
law.
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10.9 Persons Serving Other Entities
Any person 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 or (b) as a partner,
trustee or otherwise in an executive or management capacity in a 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 shall be deemed to be so serving at the request of an executive
officer of the corporation and entitled to indemnification and advancement of
expenses under Sections 10.1 and 10.3 of this section.
SECTION 11. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors, except that the Board of Directors may not
repeal or amend any Bylaw that the Shareholders have expressly provided, in
amending or repealing such Bylaw, may not be amended or repealed by the Board of
Directors. The Shareholders may also alter, amend and repeal these Bylaws or
adopt new Bylaws. All Bylaws made by the Board of Directors may be amended,
repealed, altered or modified by the Shareholders.
The foregoing Bylaws were adopted by the Shareholders as of September
__, 1999.
/s/ Glenn Ballman
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Glenn Ballman, Secretary
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