Bylaws - Starbucks Corp.
AMENDED AND RESTATED
BYLAWS
OF
STARBUCKS CORPORATION
(AS AMENDED AND RESTATED THROUGH MAY 8, 2002)
ARTICLE I. SHAREHOLDERS
Section 1.1 Annual Meeting. The annual meeting of the shareholders of
the Corporation shall be held each year on a date between January 1 and June 30,
with a specific date and time to be determined from time to time by the Board of
Directors. The failure to hold an annual meeting at the time stated in these
bylaws does not affect the validity of any corporate action. At each annual
meeting of shareholders, the shareholders shall elect a class of directors as
set forth in Section 2.1 hereof and in the Corporation's Articles of
Incorporation, and transact such other business as may properly be brought
before the meeting. No business may be transacted at an annual meeting of
shareholders other than business that is (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any shareholder of the corporation (i) who
is a shareholder on the date of the giving of the notice provided for in Section
1.4 hereof and on the record date for the determination of shareholders entitled
to vote at such annual meeting and (ii) who complies with the notice procedures
set forth in Section 1.12 hereof.
Section 1.2 Special Meetings. Special meetings of the shareholders may
be held upon call of the Board of Directors or of the President and shall be
called by the Board of Directors or the President upon the delivery of a written
request of the holders of ten percent of the outstanding stock entitled to vote
to the Secretary of the Corporation.
Section 1.3 Meeting Place. All meetings of the shareholders shall be
held at a location determined from time to time by the Board of Directors, and
the place at which any such meeting shall be held shall be stated in the notice
of the meeting.
Section 1.4 Notice of Meetings. Written notice of the time and place of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called shall be delivered personally or mailed not less
than ten days nor more than 60 days before the date of the meeting to each
shareholder of record entitled to vote, at the address appearing upon the stock
transfer books of the Corporation. If the shareholders will be voting on (i) an
amendment to the Articles of Incorporation, (ii) a plan of merger or share
exchange, (iii) the sale of all or substantially all of the Corporation's
assets, or (iv) the dissolution of the Corporation, notice shall be delivered
personally or mailed not less than 20 nor more than 60 days before the date of
the meeting. Meetings may be held without notice if all shareholders entitled to
vote are present or represented by proxy or if notice is waived by those not
present or so represented at the beginning of the meeting.
Section 1.5 Waiver of Notice. Notice of time, place and purpose of any
meeting may be waived in writing before or after the time of the meeting, and
will be waived by any shareholder by his or her attendance at such meeting in
person or by proxy unless at the beginning of the meeting such shareholder
objects to the meeting or the transaction of business at such meeting. Any
shareholder waiving his or her right to notice shall be bound by the proceedings
of any such meeting in all respects as if due notice thereof had been given.
Section 1.6 Quorum. Except as otherwise required by law:
(a) A quorum at any annual or special meeting of shareholders shall
consist of shareholders representing, either in person or by proxy, a majority
of the outstanding shares of the Corporation entitled to
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vote at such meeting. If a quorum is not present, the holders of a majority of
the shares so present or represented may adjourn the meeting from time to time
until a quorum is present.
(b) Action on a matter other than the election of directors is approved
if the votes cast favoring the action exceed the number of votes cast opposing
the action.
Section 1.7 Organization of Meetings. Meetings of the shareholders shall
be presided over by the President, but if the President is not present, then by
a Vice President. If neither the President nor a Vice President is present, by a
chairman to be chosen at the meeting. The Secretary of the Corporation shall act
as Secretary of the meeting, if present.
Section 1.8 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 or other officer of the Corporation or agent authorized to tabulate
votes before or at the time of the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in such proxy.
Any proxy regular on its face shall be presumed to be valid.
Section 1.9 Shareholders' Action Without Meeting. Any action required or
which may be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.
Section 1.10 Action of Shareholders by Communication Equipment.
Shareholders may participate in a meeting of shareholders by means of a
conference telephone or similar communication equipment by means of which all
persons participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 1.11 List of Shareholders. At least ten days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, shall be made. Such list shall be arranged
in alphabetical order with the address of and number of shares held by each
shareholder. Such record shall be kept on file at the principal office of the
Corporation for a period of ten days prior to such meeting. The record shall be
produced and kept open at the time and place of such meeting for the inspection
of any shareholder. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.
Section 1.12 Notice of Shareholder Business to be Conducted at the
Annual Meeting of Shareholders. In order for a shareholder to properly bring any
item of business before an annual meeting of shareholders, such shareholder must
give timely notice thereof in proper written form to the Secretary of the
Corporation. This Section 1.12 shall constitute an "advance notice provision"
for purposes of Rule 14a-4(c)(1), promulgated under the Securities Exchange Act
of 1934, as such rule may be amended from time to time (the "Exchange Act").
(a) To be timely, a shareholder's notice to the Secretary must be
delivered at the principal executive offices of the Corporation not less than
ninety (90) days prior to the anniversary date of the immediately preceding
annual meeting of shareholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty (30) days before
or after the date of the immediately preceding annual meeting of shareholders,
notice by the shareholder must be received no later than the close of business
on the tenth (10th) day following the day on which notice of the date of the
annual meeting was mailed or public disclosure of the date of the annual meeting
was made, whichever first occurs.
(b) To be in proper form, a shareholder's notice to the Secretary must
set forth as to each matter such shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address of such shareholder, (iii) the class or
series and number of shares of
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capital stock of the Corporation that are owned beneficially or of record by
such shareholder, (iv) a description of all arrangements or understandings
between such shareholder and any other person or persons (including their names)
in connection with the proposal of such business by such shareholder and any
material interest of such shareholder in such business and (v) a representation
that such shareholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.
(c) A shareholder intending to nominate one or more persons for election
as a Director at an annual meeting must comply with the notice provisions set
forth in Section 1.12(a) and Section 1.12(b) hereof (as such provisions may be
amended from time to time) for such nomination or nominations to be properly
brought before such meeting. In addition, for a nomination to be made properly
by a shareholder, the notice to the Secretary of the Corporation must set forth
(i) as to each person whom the shareholder proposes to nominate for election as
a director (A) the name, age, business address and residence address of the
person being nominated, (B) the principal occupation or employment of the person
being nominated, (C) the class or series and number of shares of capital stock
of the Corporation that are owned beneficially or of record by the person being
nominated and (D) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with the solicitation of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; and (b) as to the shareholder giving the notice, any
information (in addition to the information required pursuant to Section 1.12
(a) and Section 1.12(b) hereof) relating to such shareholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with the solicitation of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.
ARTICLE II. DIRECTORS
Section 2.1 Number, Election, and Powers
(a) 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. The Board of Directors shall consist of nine members.
The number of directors may be changed by a resolution of the Board of Directors
or by a vote of the shareholders at the annual shareholders' meeting.
(b) Directors shall serve staggered terms as set forth in the Articles
of Incorporation of the Corporation. Each director shall hold office for the
term for which elected and until his or her successor shall have been elected
and qualified.
(c) Directors need not be shareholders or residents of the state of
Washington. In addition to the powers and authorities expressly conferred upon
the Corporation by these Bylaws and the Articles of Incorporation, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles of Incorporation or by
these Bylaws directed or required to be exercised or done by the shareholders.
Section 2.2 Vacancies. Any vacancy occurring in the Board of Directors,
whether caused by resignation, death or otherwise, may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill any vacancy shall
hold office for the unexpired term of his or her predecessor and until his or
her successor is elected and qualified. Any directorship to be filled by reason
of an increase in the number of directors may be filled by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.
Section 2.3 Quorum. A majority of the members of the Board of Directors
then holding office shall constitute a quorum for the transaction of business,
but if at any meeting of the Board of
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Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum shall have been
obtained.
Section 2.4 Removal of Directors. Except as otherwise provided by law or
by the Articles of Incorporation, at a meeting of shareholders called expressly
for that purpose at which a quorum exists, the entire Board of Directors or any
member thereof may be removed with or without cause by a vote of the holders of
a majority of the shares present and entitled to vote for the election of
directors.
Section 2.5 Regular Meetings.
(a) Meetings of the Board of Directors shall be held from time to time
at the principal place of business of the Corporation or at such other place or
places, either within or without the state of Washington, as the Board of
Directors may from time to time designate.
(b) Regular meetings of any committee designated by the Board of
Directors may be held at the principal place of business of the Corporation or
at such other place or places, either within or without the state of Washington
as such committee may from time to time designate. The schedule for meetings of
any committee shall be set by said committee.
Section 2.6 Special Meetings.
(a) Special meetings of the Board of Directors may be called at any time
by the President, Secretary or by any one Director, to be held at the principal
place of business of the Corporation or at such other place or places as the
Board of Directors or the person or persons calling such meeting may from time
to time designate.
(b) Special meetings of any committee may be called at any time by such
person or persons and with such notice as shall be specified for such committee
by the Board of Directors, or in the absence of such specification, in the
manner and with the notice required for special meetings of the Board of
Directors.
Section 2.7 Notice of Special Meetings. Notice of each special meeting
of the Board of Directors shall be delivered to each Director at least two days
before the meeting. The notice of any special meeting shall identify the
business to be transacted at or the purpose of the special meeting.
Section 2.8 Committees. The Board of Directors may, in its discretion,
by resolution passed by a majority of the whole Board of Directors, appoint
various committees consisting of two or more members, including an Executive
Committee, which shall have and may exercise such powers as shall be conferred
or authorized by the resolution appointing such committee. A majority of any
such committee, composed of more than two members, may determine its action and
fix the time and place of its meetings, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have the power at any time to
change the members of any such committee, to fill vacancies, and to discharge
any such committee.
Section 2.9 Action by Directors Without a Meeting. Any action required
or which might be taken at a meeting of the Board of Directors or of a committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken or to be taken, shall be signed by all of the directors, or
all of the members of the committee, as the case may be. Such consent shall be
filed in the Corporation's minute book, or with the records of the committee so
acting.
Section 2.10 Meeting by Telephone. Members of the Board of Directors or
any committee designated by the Bylaws or appointed by the Board of Directors
may participate in a meeting of such Board of Directors 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 at the same time, and
participation by such means shall constitute presence in person at a meeting.
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ARTICLE III. CONFLICTS OF INTEREST
The Corporation may enter into contracts and otherwise transact business as
vendor, purchaser, or otherwise, with its directors and officers and with
corporations, associations, firms, and entities in which they are or may be or
become interested as directors, officers, shareholders, members, or otherwise,
as freely as though such adverse interest did not exist, even though the vote,
action, or presence of such director or officer may be necessary to obligate the
Corporation upon such contracts or transactions; and, in the absence of fraud,
no such contract or transaction shall be voided and no such director or officer
shall be held liable to account to the Corporation, by reason of such adverse
interests or by reason of any fiduciary relationship to the Corporation arising
out of such office or stock ownership, for any profit or benefit realized
through any such contract or transaction; provided that in the case of
directors, such director makes the disclosures required by RCW 23B.08.710
through RCW 23.B.08.710, and in the case of officers of the Corporation the
nature of the interest of such officer, be disclosed or known to the Board of
Directors of the Corporation. Officers need make no disclosure under this
article when their interest is less than or equal to five percent of the voting
power or control of the other corporation, association, firm or entity.
ARTICLE IV. OFFICERS
Section 4.1 Election or Appointment. The Board of Directors, as soon as
practicable after the election of directors held each year, shall appoint a
President and a Secretary, and from time to time may appoint a Chairman of the
Board, one or more Vice Presidents, a Treasurer and such Assistant Secretaries,
Assistant Treasurers and other officers as it may deem proper. Any two or more
offices may be held by the same person, except the offices of President and
Secretary. Unless otherwise required by law, no officer need be a shareholder of
the Corporation or a member of the Board of Directors.
Section 4.2 Term. The term of office of all officers shall be one year
or until their respective successors are appointed. Any officer may be removed
from office at any time by the affirmative vote of a majority of the Board of
Directors or by the action of the duly appointed superior officer to whom he or
she reports. The vacancy so created may be filled by the Board of Directors or
by such duly appointed superior officer.
Section 4.3 Removal. Any officer appointed by the Board of Directors may
be removed with or without cause by the Board of Directors or the duly appointed
superior officer to which such officer reports, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Section 4.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause, may be filled by the
Board of Directors or by a duly appointed superior officer.
Section 4.5 Delegation. In the case of the absence or inability to act
of any officer of the Corporation and of any person herein authorized to act in
such person's place, the Board of Directors may from time to time delegate the
powers or duties of such officer to any other officer, employee or agent.
Section 4.6 Bonds. The Board of Directors may, by resolution, require
any or all of the officers to give bonds to the Corporation, with sufficient
surety or sureties, conditioned for the faithful performance of the duties of
their respective offices, and to comply with such other conditions as may from
time to time be required by the Board of Directors.
Section 4.7 President. The President shall be the principal executive
officer of the Corporation and, subject to the Board of Directors' control,
shall supervise and control all of the business and affairs of the Corporation.
When present, the President shall preside over all meetings of shareholders and
directors. With the Secretary or other officer of the Corporation authorized by
the Board of Directors, he may sign certificates for shares of the Corporation,
deeds, mortgages, bonds, contracts, or other instruments that the Board of
Directors has authorized to be executed, except when the signing and
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execution thereof has been expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the Corporation or is required by
law to be otherwise signed or executed by some other officer or in some other
manner. In general, he shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.
Section 4.8 Secretary. The Secretary shall: (a) keep the minutes of
shareholders' and Board of Directors' meetings 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) have responsibility for
maintaining the corporate records and the seal of the Corporation and see that
the seal of the Corporation is affixed to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized; (d) sign with
the President or other officer of the Corporation authorized by the Board of
Directors certificates for shares of the Corporation, the issuance of which have
been authorized by resolution of the Board of Directors; (e) have general
responsibility for the stock transfer books of the Corporation; and (f) 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
the Board of Directors.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.1 Contracts. The Board of Directors may authorize any officer,
employee or agent to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation.
Section 5.2 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, employee or agent of
the Corporation and in such manner as is from time to time determined by
resolution of the Board of Directors.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.1 Issuance of Shares. No shares of the Corporation shall be
issued unless authorized by the Board of Directors. Such authorization shall
include the maximum number of shares to be issued and the consideration to be
received for each share. No certificate shall be issued for any share until such
share is fully paid.
Section 6.2 Certificates for Shares. Certificates representing shares of
the Corporation shall be signed by the Chairman of the Board or the President
and by the Secretary and shall include on their face written notice of any
restrictions which the Board of Directors may impose on the transferability of
such shares. All certificates shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. 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 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 Corporation as the Board of Directors may prescribe.
Section 6.3 Transfers.
(a) Transfers of shares shall be made only upon the share
transfer books of the Corporation, kept at the registered office of the
Corporation or at its principal place of business, or at the office of its
transfer agent or registrar, and before a new certificate is issued the old
certificate shall be surrendered for cancellation. The Board of Directors may,
by resolution, open a share register in any state
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of the United States, and may employ an agent or agents to keep such register,
and to record transfers of shares therein.
(b) Shares shall be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on the back of the
certificate or an assignment separate from certificate, or by a written power of
attorney to sell, assign and transfer the same, signed by the holder of said
certificate. No shares of stock shall be transferred on the books of the
Corporation until the outstanding certificates therefor have been surrendered to
the Corporation. The Board of Directors may, by resolution, adopt appropriate
procedures to allow transfers of shares, the certificates for which have been
lost, stolen, mutilated or destroyed.
Section 6.4 Restriction on Transfer. All certificates representing
unregistered shares of the Corporation shall bear an appropriate restrictive
legend on the face of the certificate or on the reverse of the certificate.
ARTICLE VII. SEAL
The seal of this Corporation shall consist of the name of the
Corporation and the state and year of its incorporation.
ARTICLE VIII. INDEMNIFICATION
Section 8.1 Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved (including, without
limitation, as a witness) in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director, officer, employee, or agent of
the Corporation or, being or having been such a director, officer, employee or
agent, he or she is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee, or
agent or in any other capacity while serving as a director, officer, employee,
or agent, shall be indemnified and held harmless by the Corporation to the full
extent authorized by the Washington Business Corporation Act or other applicable
law, as the same exists or may hereafter be amended, against all expense,
liability, and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts to be paid in settlement) actually and reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of his or her heirs,
executors, and administrators; provided, however, that except as provided in
Paragraph 8.2 of this Article with respect to proceedings seeking to enforce
rights to indemnification, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Paragraph 8.1 shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the final disposition
of a proceeding shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director, officer, employee, or agent, to
repay all amounts so advanced if it shall ultimately be determined that such
director, officer, employee, or agent is not entitled to be indemnified under
this Paragraph 8.1 or otherwise.
Section 8.2 Right of Claimant To Bring Suit. If a claim under Paragraph
8.1 of this article is not paid in full by the Corporation within sixty days
after a written claim has been received by the Corporation, except in the case
of a claim for expenses incurred in defending a proceeding in advance of its
final disposition, in which case the applicable period shall be twenty days, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, to the extent successful in whole or
in part, the claimant shall be entitled to be paid also the expense of
prosecuting such
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claim. The claimant 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 expenses incurred in defending any proceeding in advance of
its final disposition, 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 claimant is not so entitled. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of, or reimbursement or
advancement, of expenses to the claimant is proper in the circumstances nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) that the claimant is not
entitled to indemnification or to the reimbursement or advancement of expenses
shall be a defense to the action or create a presumption that the claimant is
not so entitled.
Section 8.3 Non-exclusivity of Rights. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article 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, Bylaws, agreement, vote of
shareholders or disinterested directors, or otherwise.
Section 8.4 Insurance Contracts and Funding. The Corporation may
maintain insurance, at its expense, to protect itself and any director, officer,
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, 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.
Section 8.5 Indemnification of Employees and Agents of the Corporation.
The Corporation may, by action of its Board of Directors from time to time,
provide indemnification and pay expenses in advance of the final disposition of
a proceeding 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.
ARTICLE IX. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders and Board
of Directors; and shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the number
and class of the shares held by each. Any books, records, and minutes may be in
written form or any other form capable of being converted into written form
within a reasonable time.
ARTICLE X. AMENDMENTS
Except to the extent prohibited by law, and only upon a vote of
two-thirds of the Board of Directors, these Bylaws may be altered, amended or
repealed, and new Bylaws may be adopted by the Board of Directors at any regular
or special meeting of the Board of Directors.
Amended December 14, 1987; January 18, 1991; May 29, 1991; June 4, 1992;
September 27, 1993; May 17, 1995; December 20, 1995; November 14, 2000; and
May 8, 2002.
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