UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR
15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 7, 2015
Microsoft Corporation
(Exact Name of
Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
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0-14278 |
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91-1144442 |
(Commission
File Number) |
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(IRS Employer
Identification No.) |
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One Microsoft Way, Redmond, Washington |
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98052-6399 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(425) 882-8080
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) The Board of Directors of Microsoft
Corporation (the Company) amended the Companys Bylaws, effective August 7, 2015, to implement proxy access. Section 1.14 of the Bylaws permits up to 20 shareholders owning 3% or more of the Companys outstanding
common stock continuously for at least three years to nominate and include in the Companys proxy materials directors constituting up to two individuals or 20% of the board (whichever is greater), provided that the shareholder(s) and the
nominee(s) satisfy the requirements specified in the Bylaws.
The amendments also include changes that refine the process for shareholders calling a special meeting
in Section 1.2 of the Bylaws and clarifications in the advance notice provisions in Section 1.13 of the Bylaws.
This description of the amendments to the
Bylaws is qualified in its entirety by reference to the text of the Bylaws filed as Exhibit 3.2 to this Report.
Item 9.01 |
Financial Statements and Exhibits |
(d) |
The following exhibit is being filed as part of this report: |
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3.2 |
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Bylaws of Microsoft Corporation |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MICROSOFT CORPORATION |
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(Registrant) |
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Date: August 7, 2015 |
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/s/ John A. Seethoff |
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John A. Seethoff
Assistant Secretary |
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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3.2 |
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Bylaws of Microsoft Corporation |
Exhibit 3.2
BYLAWS
OF
MICROSOFT CORPORATION
ARTICLE I
Shareholders
1.1 Annual Meeting. The annual
meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business as properly may be submitted to such annual meeting, shall be held at the hour and on the date designated by the Board of
Directors (Board) or an authorized committee of the Board.
1.2 Special Meetings. Special meetings of the shareholders of the
Corporation, for any purpose or purposes, may be called by the Board, an authorized committee of the Board, or one or more shareholders to the extent permitted by the Articles of Incorporation. To be in proper form, a request for a special meeting
of shareholders submitted by one or more shareholders must:
(a) be in writing and be delivered in person or by registered mail to the secretary of
the Corporation;
(b) specify in reasonable detail the purpose(s) of and the business proposed to be conducted at the special meeting;
(c) suggest a date for the special meeting, which date shall be no fewer than thirty (30) and no more than ninety (90) days from the date on
which the request is delivered to the secretary of the Corporation; and
(d) contain the information required for business to properly be brought by
a shareholder before the annual meeting of shareholders as set forth in Section 1.13 of these Bylaws and reasonable evidence the requesting shareholder or shareholders owns the requisite number of shares of the Corporation as
defined in Section 1.14(c) of these Bylaws.
If the Board determines a shareholder request for a special meeting complies with the Articles of Incorporation
and the provisions of these Bylaws, the Board shall call and send notice of a special meeting for the purpose set forth in such request within 30 days of receipt of the request. The Board shall determine the date for such special meeting and the
record date for shareholders entitled to notice of and to vote at such meeting. Business transacted at a special meeting requested by shareholders shall be limited to the purpose(s) stated in the request, unless the Board submits additional matters
to shareholders at any special meeting requested by shareholders.
In making the decision to call a special meeting in response to shareholder requests, the Board
shall have discretion as to the call and purposes of a meeting and may refuse to call a meeting (a) if the meeting request relates to an item of business that is not a proper subject for shareholder action under applicable law, or (b) for
a purpose identical or similar to a purpose for which a previous special meeting was held in the previous 120 days or an annual meeting to be held within 120 days of the date the shareholder request is made.
1.3 Business at Annual and Special Meetings. No business (including any director nomination) may be presented and transacted at an annual or special meeting
of shareholders other than business that is:
(a) specified in a notice of meeting given by or at the direction of the Board or an authorized
committee of the Board,
(b) otherwise brought at the meeting by or at the direction of the Board or an authorized committee of the Board,
(c) specified in a notice of meeting stated in a shareholder special meeting request pursuant to Section 1.2 of these Bylaws, or
(d) otherwise brought at an annual meeting by a shareholder who:
(i) holds of record stock of the Corporation entitled to vote at the meeting on such business; and
(ii) complies with the notice procedures set forth in Section 1.13 and, if applicable, Section 1.14.
Clauses (c) and (d) of this Section 1.3 shall be the exclusive means for a shareholder to present director nominations or other business at a meeting of
shareholders (other than proposals brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act) and included in the Corporations notice of meeting, which proposals are not governed by
these Bylaws).
1.4 Place of Meetings. Meetings of shareholders shall be held at such place within or outside the State of
Washington as determined by the Board, or an authorized committee of the Board, pursuant to proper notice.
1.5 Notice. The Corporation shall give
written or electronic notice of each shareholders meeting stating the date, time, and place and, for a special meeting, the purpose(s) for which the meeting is called, not less than ten (10) (unless a greater period of notice is required
by law in a particular case) nor more than sixty (60) days prior to the date of the meeting, to each shareholder of record, to the shareholders address as it appears on the current record of shareholders of the Corporation.
1.6 Quorum of Shareholders. At any meeting of the shareholders, a majority in interest of all the shares entitled to vote on a matter, represented by
shareholders of record in person or by proxy, shall constitute a quorum of that voting group for action on that matter.
Once a share is represented at a meeting,
other than to object to holding the meeting or transacting business, it is deemed to be present for quorum purposes for the remainder of the meeting and for any adjournment to a new date, time, or place unless a new record date is or must be set for
the adjourned meeting.
If a quorum exists, action on a matter is approved by a voting group if the votes cast within the voting group favoring the action exceed
the votes cast within the voting group opposing the action, unless the question is one upon which by express provision of the Washington Business Corporation Act, as amended (WBCA), or of the Articles of Incorporation or of these
Bylaws a different vote is required.
1.7 Adjournment. A majority of the shares represented at the meeting, even if less than a quorum, may adjourn the
meeting from time to time. At a reconvened meeting at which a quorum is present any business may be transacted at the meeting as may have been brought at the adjourned meeting in accordance with Section 1.3. If a meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time, or place if a new date, time, or place is announced at the meeting before adjournment; however, if the WBCA requires that a new record date for the adjourned meeting
must be fixed, then notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.
1.8 Record Date and Transfer
Books. For the purpose of determining shareholders who are entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board may fix in advance a record date for any such determination of shareholders, which date shall not be 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 of shareholders, is to be taken.
If no record date is fixed for such
purposes, the date on which notice of the meeting is given or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, that determination shall apply to any
adjournment of the meeting, unless the Board fixes a new record date, which it must do if the meeting is adjourned more than one hundred twenty (120) days after the date is fixed for the original meeting.
1.9 Voting Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make at least ten (10) days
before each meeting of shareholders a complete record of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged by any applicable voting groups and in alphabetical order, with the address of and the number of shares
held by each shareholder. The record of shareholders shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder or any shareholders agent during the whole time of the meeting.
1.10 Proxies. Shareholders of record may vote at any meeting either in person or by proxy. A shareholder may appoint a proxy to vote for the
shareholder by submitting (a) an appointment form signed by the shareholder or the shareholders attorney-in-fact, or (b) an electronic transmission sent in accordance with the provisions for electronic notice under Section 3.3.
An appointment of proxy is effective when an appointment form or an electronic transmission (or documentary evidence thereof, including verification information) is received by the person authorized to tabulate votes for the Corporation. The proxy
has the same power to vote as that possessed by the shareholder, unless the appointment form or electronic transmission contains an express limitation on the power to vote or direction as to how to vote the shares on a particular matter, in which
event the Corporation must tabulate the votes in a manner consistent with that limitation or direction. An appointment of proxy is valid for eleven (11) months unless a longer period is expressly provided in the appointment form or electronic
transmission.
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1.11 Organization of Meeting. The officer designated by the Chief Executive Officer (or in the absence of a
designation by the Chief Executive Officer, any other officer designated by the Board) may call any meeting of shareholders to order and shall be the Chairman of the meeting. The Secretary of the Corporation, if present at any meeting of its
shareholders, shall act as the Secretary of the meeting. If the Secretary is absent from any meeting of shareholders, the Chairman of the meeting may appoint a Secretary for the meeting.
1.12 Order of Business. The Chairman of a meeting of shareholders, determined in accordance with Section 1.11, shall have discretion to establish the
order of business for the meeting subject to any specific order established by the Board.
1.13 Notice of Shareholder Business to be Conducted at an Annual
Meeting of Shareholders. In order for a shareholder to properly bring any item of business at an annual meeting of shareholders (the Current Year Meeting), the shareholder must give timely notice thereof in writing to the
Secretary of the Corporation in compliance with the requirements of this Section 1.13 and, if applicable, Section 1.14. This Section 1.13 shall constitute an advance notice provision for annual meetings for purposes
of Rule 14a-4(c)(1) under the Exchange Act.
(a) To be timely, a shareholders notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding years annual meeting; provided, however, that
if the date of the Current Year Meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the
date of the Current Year Meeting and not later than the close of business on the later of the 90th day prior to the date of the Current Year Meeting or, if the first public announcement of the date of the Current Year Meeting is less than 100 days
prior to the date of the Current Year Meeting, the 10th day following the day on which public announcement of the date of the Current Year Meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual
meeting, or the announcement thereof, commence a new time period for the giving of a shareholders notice as described above.
(b) To be in
proper form, whether for a nominee for election to the Board or other business, a shareholders notice to the Secretary must set forth the shareholders name and address as they appear on the Corporations books and the class or
series and number of shares of the Corporation that are owned of record by such shareholder and:
(i) Set forth, as to the shareholder or, if the
shareholder is acting on behalf of a beneficial owner, as to the beneficial owner on whose behalf the nomination or proposal is made (such shareholder or beneficial owner, a Holder) and if the Holder is an entity, as to each
director, executive, managing member or control person of such entity (any such individual or control person, a control person), the following information together with a representation as to the accuracy of the information:
(A) the name and address of the Holder and of each control person,
(B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and/or of record by the Holder and
by any control person,
(C) a description of any agreement, arrangement or understanding (including without limitation any derivative or short
positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholders notice by, or on behalf of, such Holder or control person, the effect or intent of which
is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the Corporations stock, or maintain, increase or decrease the voting power of the Holder or control person with respect to shares of the
Corporation (any such agreement, arrangement or understanding, a Derivative Instrument),
(D) a description of any agreement,
arrangement or understanding with respect to the nomination or other business between or among such Holder or control person and any other person, including without limitation any agreements that would be required to be disclosed pursuant to
Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable),
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(E) a description of the terms of and number of shares subject to any short interest in any security of
the Corporation in which the Holder or any control person has an interest (for purposes of these Bylaws a person shall have a short interest in a security if the Holder directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security),
(F) a description of any proportionate interest in shares of the Corporation or any Derivative Instrument held, directly or indirectly, by a general or
limited partnership or limited liability company or similar entity in which the Holder or any control person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or
directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or similar entity,
(G) a
description of the terms of and number of shares subject to any performance-related fees (other than an asset-based fee) that the Holder or any control person is entitled to based on any increase or decrease in the value of shares of the Corporation
or Derivative Instruments, if any,
(H) a description of the terms of and number of shares subject to any arrangements, rights, or other interests
described in Sections 1.13(b)(i)(C)-(G) held by members of such Holders or control persons immediate family sharing the same household,
(I) any other information relating to the Holder or control person or any person who would be considered a participant in a solicitation with such
Holder or control person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a
contested election pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder, and
(J) any other information as
reasonably requested by the Corporation.
All of the information described in this Section 1.13(b)(i) shall be provided as of the date of the
notice and shall be provided as of the record date for the meeting via a supplemental statement by the Holder delivered to the Corporation not later than 10 days after the record date.
(ii) If the notice relates to any business other than a nomination of a director or directors that the shareholder proposes to bring at the meeting, the
notice must set forth:
(A) a brief description of the business desired to be brought at the meeting, including the text of any proposal to be
presented for a vote at the meeting, the reasons for conducting such business at the meeting, and any material interest of the Holder in such business, and
(B) a description of all agreements, arrangements and understandings, direct and indirect, between the Holder, and any other person or persons
(including their names) in connection with the proposal of such business by the Holder.
(iii) Set forth, as to each person, if any, whom the Holder
proposes to nominate for election or reelection to the Board:
(A) all information relating to each nominee that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder
(including the nominees written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and
(B)
a description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the past three years, and any other material relationships, between or among the Holder and its affiliates and
associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and each proposed nominees respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without
limitation all
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information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the Holder making the nomination or on whose behalf the nomination is made, or any affiliate or
associate thereof or person acting in concert therewith, were the registrant for purposes of Item 404 and the nominee were a director or executive officer of such registrant.
(iv) A representation that the Holder intends to vote or cause to be voted its stock at the meeting and intends to appear in person or by a
representative at the meeting to nominate the person or propose the business specified in the notice.
(v) With respect to each nominee for election
or reelection to the Board, the Holder shall include a completed and signed questionnaire, representation, and agreement required by Section 1.15. The Corporation may require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of the proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholders understanding of the independence, or
lack thereof, of the nominee.
(c) Notwithstanding anything in Section 1.13(a) to the contrary, if the number of directors to be elected to the
Board is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding years annual
meeting, a shareholders notice required by these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day following the day on which the public announcement naming all nominees or specifying the size of the increased Board is first made by the Corporation.
(d) For purposes of these Bylaws, public announcement shall mean disclosure in a press release reported by a national news service or
in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and the rules and regulations thereunder.
(e) Only those persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors. Only such
business shall be conducted at a meeting of shareholders as shall have been brought at the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, the
Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought at the meeting was made or proposed, as the case may be, in compliance with the procedures set forth in these Bylaws and,
if any proposed nomination or business is not in compliance with these Bylaws, to declare that such proposal or nomination shall be disregarded.
(f)
Notwithstanding the foregoing provisions of these Bylaws, the Holder also shall comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided,
however, that any references in these Bylaws to the Exchange Act or the rules thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to
Section 1.3 or Section 1.13.
(g) Nothing in these Bylaws shall be deemed to affect any rights of shareholders to request inclusion of
proposals in the Corporations proxy statement pursuant to Rule 14a-8 under the Exchange Act. Notice of shareholder proposals that are, or that the shareholder or Holder intends to be, governed by Rule 14a-8 under the Exchange Act are not
governed by these Bylaws. Nothing in these Bylaws shall be deemed to constitute a procedure for the recognition of a beneficial owner as a shareholder of the Corporation within the meaning of Section 23B.07.230 of the Washington Business
Corporation act.
1.14 Proxy Access for Director Nominations
(a) The Corporation shall include in its proxy statement and on its form of proxy for an annual meeting of shareholders the name of, and the Additional
Information (as defined below) relating to, any nominee for election or reelection to the Board who satisfies the eligibility requirements in this Section 1.14 (a Shareholder Nominee) and who is identified in a notice that complies
with Section 1.13 and that in addition complies with Section 1.14(f) and that is timely delivered pursuant to Section 1.14(g) (the Shareholder Notice) by a shareholder on behalf of one or more Holders, but in no case more
than twenty Holders, who:
(i) elect at the time of delivering the Shareholder Notice to have such Shareholder Nominee included in the
Corporations proxy materials,
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(ii) as of the date of the Shareholder Notice, own (as defined below in Section 1.14(c)) a number of
shares that represents at least 3% of the outstanding shares of the Corporation entitled to vote in the election of directors (the Required Shares) and has owned (as defined below in Section 1.14(c)) continuously the Required Shares
(as adjusted for any stock splits, stock dividends, or similar events) for at least three years, and
(iii) satisfy the additional requirements in
these Bylaws (such Holder or Holders collectively, an Eligible Shareholder).
(b) For purposes of satisfying the ownership requirement
under Section 1.14(a):
(i) the outstanding shares of the Corporation owned by one or more Holders may be aggregated, provided that the number
of shareholders and other beneficial owners whose ownership of shares is aggregated for such purpose shall not exceed twenty, and
(ii) a group of
funds under common management and investment control shall be treated as one Holder.
(c) For purposes of this Section 1.14, an Eligible
Shareholder owns only those outstanding shares of the Corporation as to which the Holder possesses both;
(i) the full voting and
investment rights pertaining to the shares and
(ii) the full economic interest in (including the opportunity for profit and risk of loss on) such
shares;
provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares:
(A) sold by such Holder or any control person in any transaction that has not been settled or closed,
(B) borrowed by such Holder or any control person for any purposes or purchased by such Holder or any control person pursuant to an agreement to resell,
or
(C) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Holder
or any of its control persons, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation, in any such case which instrument or agreement has, or
is intended to have, the purpose or effect of:
(1) reducing in any manner, to any extent or at any time in the future, such Holders or any of
its control persons full right to vote or direct the voting of any such shares, and/or
(2) hedging, offsetting, or altering to any degree
gain or loss arising from the full economic ownership of such shares by such Holder or control person.
A Holder owns shares held in the
name of a nominee or other intermediary so long as the Holder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A Holders ownership of
shares shall be deemed to continue during any period in which the Holder has delegated any voting power by means of a proxy, power of attorney, or other instrument or arrangement that is revocable at any time by the Holder. A Holders ownership
of shares shall be deemed to continue during any period in which the Holder has loaned such shares provided that the Holder has the power to recall such loaned shares on three business days notice and has recalled such loaned shares as of the
date of the Shareholder Notice and through the date of the annual meeting. The terms owned, owning and other variations of the word own shall have correlative meanings. Whether outstanding shares of the
Corporation are owned for these purposes shall be determined by the Board.
(d) No Holder may be a member of more than one group of
Holders constituting an Eligible Shareholder under this Section 1.14.
(e) For purposes of this Section 1.14, the Required
Information that the Corporation will include in its proxy statement is:
(i) the information concerning the Shareholder Nominee and the
Eligible Shareholder that is required to be disclosed in the Corporations proxy statement by the applicable requirements of the Exchange Act and the rules and regulations thereunder; and
(ii) if the Eligible Shareholder so elects, a written statement of the Eligible Shareholder, not to
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exceed 500 words, in support of its Shareholder Nominee, which must be provided at the same time as the Shareholder Notice for inclusion in the Corporations proxy statement for the annual
meeting (the Statement).
Notwithstanding anything to the contrary contained in this Section 1.14, the Corporation may omit from its
proxy materials any information or Statement that it, in good faith, believes would violate any applicable law or regulation. Nothing in this Section 1.14 shall limit the Corporations ability to solicit against and include in its proxy
materials its own statements relating to any Eligible Shareholder or Shareholder Nominee.
(f) The Shareholder Notice shall set forth the information
required under Section 1.13(b)(i), (iii), and (v) of these Bylaws and in addition shall set forth:
(i) the written consent of each
Shareholder Nominee to being named in the Corporations proxy statement as a nominee;
(ii) a copy of the Schedule 14N that has been or
concurrently is filed with the Securities and Exchange Commission under Exchange Act Rule 14a-18; and
(iii) the written agreement of the Eligible
Shareholder (or in the case of a group, each Holder whose shares are aggregated for purposes of constituting an Eligible Shareholder) addressed to the Corporation, setting forth the following additional agreements, representations, and warranties:
(A) setting forth and certifying to the number of shares of the Corporation it owns and has owned (as defined in Section 1.14(c)) continuously
for at least three years as of the date of the Shareholder Notice and agreeing to continue to own such shares through the date of the annual meeting, which statement shall also be included in the written statements set forth in Item 4 of the
Schedule 14N filed by the Eligible Shareholder with the Securities and Exchange Commission;
(B) the Eligible Shareholders agreement to
provide written statements from the record holder and intermediaries as required under Section 1.14(h) verifying the Eligible Shareholders continuous ownership of the Required Shares through and as of the business day immediately
preceding the date of the annual meeting;
(C) the Eligible Shareholders representation and agreement that the Eligible Shareholder (including
each member of any group of shareholders that together is an Eligible Shareholder under this Section 1.14);
(1) acquired the Required Shares
in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent,
(2) has not nominated and will not nominate for election to the Board at the annual meeting any person other than the Shareholder Nominee(s) being
nominated pursuant to this Section 1.14,
(3) has not engaged and will not engage in a, and has not been and will not be a
participant in another persons, solicitation within the meaning of Exchange Act Rule 14a-1(l), in support of the election of any individual as a director at the annual meeting other than its Shareholder Nominee or a
nominee of the Board, and
(4) will not distribute to any shareholder any form of proxy for the annual meeting other than the form distributed by
the Corporation; and
(D) the Eligible Shareholders agreement to;
(1) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholders communications with the
shareholders of the Corporation or out of the information that the Eligible Shareholder provided to the Corporation,
(2) indemnify and hold
harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative,
against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Shareholder pursuant to this Section 1.14,
(3) comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting,
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(4) file all materials described below in Section 1.14(h)(iii) with the Securities and Exchange
Commission, regardless of whether any such filing is required under Exchange Act Regulation 14A, or whether any exemption from filing is available for such materials under Exchange Act Regulation 14A, and
(5) provide to the Corporation prior to the annual meeting such additional information as necessary or reasonably requested by the Corporation; and
(iv) in the case of a nomination by a group of shareholders that together is an Eligible Shareholder, the designation by all group members of one group
member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including any withdrawal of the nomination.
(g) To be timely under this Section 1.14, the Shareholder Notice must be received by the secretary of the Corporation not later than the close of
business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date the definitive proxy statement was first released to shareholders in connection with the preceding years annual
meeting of shareholders; provided, however that in the event the date of the Current Year Meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier
than the close of business on the 120th day and not later than the close of business on the later of the 90th day prior to the Current Year Meeting or the 10th day following the day on which public announcement of the date of the Current Year
Meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting, or the announcement thereof, commence a new time period for the giving of the Shareholder Notice as described above.
(h) An Eligible Shareholder (or in the case of a group, each Holder whose shares are aggregated for purposes of constituting an Eligible Shareholder)
must:
(i) within five business days after the date of the Shareholder Notice, provide one or more written statements from the record holder(s) of
the Required Shares and from each intermediary through which the Required Shares are or have been held, in each case during the requisite three-year holding period, verifying that the Eligible Shareholder owns, and has owned continuously for the
preceding three years, the Required Shares,
(ii) include in the written statements provided pursuant to Item 4 of Schedule 14N filed with the
Securities and Exchange Commission a statement certifying that it owns and continuously has owned, as defined in Section 1.14(c), the Required Shares for at least three years,
(iii) file with the Securities and Exchange Commission any solicitation or other communication relating to the Current Year Meeting, one or more of the
Corporations directors or director nominees or any Shareholder Nominee, regardless of whether any such filing is required under Exchange Act Regulation 14A or whether any exemption from filing is available for such solicitation or other
communication under Exchange Act Regulation 14A, and
(iv) as to any group of funds whose shares are aggregated for purposes of constituting an
Eligible Shareholder, within five business days after the date of the Shareholder Notice, provide documentation reasonably satisfactory to the Corporation that demonstrates that the funds are under common management and investment control.
(i) Within the time period specified in Section 1.14(g) for delivery of the Shareholder Notice, a Shareholder Nominee must deliver to the Secretary
of the Corporation the questionnaire, representation and agreement set forth in Section 1.15 below. At the request of the Corporation, the Shareholder Nominee must promptly, but in any event within five business days of such request, submit any
additional completed and signed questionnaires required of the Corporations directors and provide to the Corporation such other information as it may reasonably request. The Corporation may request such additional information as necessary to
permit the Board to determine if each Shareholder Nominee is independent under the listing standards of the principal U.S. exchange upon which the shares of the Corporation are listed, any applicable rules of the Securities and Exchange Commission
and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Corporations directors.
(j)
Notwithstanding anything to the contrary contained in this Section 1.14, the Corporation may omit from its proxy statement any Shareholder Nominee, and such nomination shall be disregarded and no vote on such Shareholder Nominee will occur,
notwithstanding that proxies in respect of such vote may have been received by the Corporation, if:
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(i) the Secretary of the Corporation receives notice that a shareholder intends to nominate a person for
election to the Board which shareholder does not elect to have its nominee(s) included in the Corporations proxy materials pursuant to this Section 1.14,
(ii) the Eligible Shareholder materially breaches any of its agreements, representations, or warranties set forth in the Shareholder Notice, or if any of
the information in the Shareholder Notice was not, when provided, true and correct, or
(iii) the Shareholder Nominee (A) is not independent
under the listing standards of the principal U.S. exchange upon which the shares of the Corporation are listed, any applicable rules of the Securities and Exchange Commission, and any publicly disclosed standards used by the Board in determining and
disclosing the independence of the Corporations directors, (B) does not qualify as independent under the audit committee independence requirements set forth in the rules of the principal U.S. exchange on which shares of the Corporation
are listed, as a non-employee director under Exchange Act Rule 16b-3, or as an outside director for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision), (C) is or has been,
within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended, or (D) is a named subject of a pending criminal proceeding (excluding traffic violations and
other minor offenses) or has been convicted in a criminal proceeding within the past ten years.
(k) The number of Shareholder Nominees appearing in
the Corporations proxy materials with respect to an annual meeting of shareholders (including any Shareholder Nominee whose name was submitted for inclusion in the Corporations proxy materials but who is nominated by the Board as a Board
nominee), together with any nominees who were previously elected to the Board as Shareholder Nominees at any of the preceding two annual meetings and who are re-nominated for election at such annual meeting by the Board and any Shareholder Nominee
who was qualified for inclusion in the Corporations proxy materials but whose nomination is subsequently withdrawn, shall not exceed the greater of (i) two or (ii) 20% of the number of directors in office as of the last day on which
a Shareholder Notice may be delivered pursuant to this Section 1.14 with respect to the annual meeting, or if such amount is not a whole number, the closest whole number below 20%. In the event that the number of Shareholder Nominees submitted
by Eligible Shareholders pursuant to this Section 1.14 exceeds this maximum number, each Eligible Shareholder will select one Shareholder Nominee for inclusion in the Corporations proxy materials until the maximum number is reached, going
in order of the number (largest to smallest) of shares of the Corporation each Eligible Shareholder disclosed as owned in its respective Shareholder Notice submitted to the Corporation. If the maximum number is not reached after each Eligible
Shareholder has selected one Shareholder Nominee, this selection process will continue as many times as necessary, following the same order each time, until the maximum number is reached.
(l) Any Shareholder Nominee who is included in the Corporations proxy materials for a particular annual meeting of shareholders but either
(i) withdraws from or becomes ineligible or unavailable for election at the annual meeting, or (ii) does not receive at least 25% of the votes cast in favor of the Shareholder Nominees election, will be ineligible to be a Shareholder
Nominee pursuant to this Section 1.14 for the next two annual meetings.
1.15 Submission of Questionnaire, Representation and Agreement. To be
eligible to be a nominee for election or reelection as a director of the Corporation by a Holder or Eligible Shareholder, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under
Section 1.13 or 1.14, whichever is applicable) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about the background and qualifications of such person and the
background of any other person or entity on whose behalf the nomination is being made and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that
such person:
(a) is not and will not become a party to:
(i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the person, if
elected as a director of the Corporation, will act or vote on any issue or question (a Voting Commitment) that has not been disclosed to the Corporation, or
(ii) any Voting Commitment that could limit or interfere with the persons ability to comply, if elected as a director of the Corporation, with the
persons fiduciary duties under applicable law,
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(b) is not and will not become a party to any agreement, arrangement or understanding with any person or
entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed therein, and
(c) in the persons individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance,
if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Corporation.
1.16 Bylaw Amendments. The shareholders may amend or repeal these Bylaws, or adopt new bylaws, even though the Bylaws also may be amended or repealed, or
new bylaws also may be adopted, by the Board, by action taken in the manner provided by the WBCA and the Articles of Incorporation.
ARTICLE II
Board of Directors
2.1 Number and
Qualifications. The business affairs and property of the Corporation shall be managed by a Board of not less than five directors nor more than fourteen directors. The number of directors may be increased or decreased by resolution of the
Board or by the shareholders at the annual meeting. Directors need not be shareholders of the Corporation or residents of the State of Washington.
2.2 Election
Term of Office. At each annual shareholders meeting the shareholders shall elect the directors to hold office until the next annual meeting of the shareholders and until their respective successors are elected and qualified. If
the directors shall not have been elected at any annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws.
Except as provided in Section 2.10 and in this paragraph, each director shall be elected by the vote of the majority of the votes cast. A majority of votes cast
means that the number of shares cast for a directors election exceeds the number of votes cast against that director. The following shall not be votes cast: (a) a share whose ballot is marked as
withheld; (b) a share otherwise present at the meeting but for which there is an abstention; and (c) a share otherwise present at the meeting for which a shareholder gives no authority or direction. In a contested election, the directors
shall be elected by the vote of a plurality of the votes cast.
A contested election is one in which (a) on the last day for delivery of a notice under
Section 1.13(a), a shareholder has complied with the requirements of Section 1.13 regarding one or more nominees, or on the last day for delivery of a notice under Section 1.14(g), an Eligible Shareholder has complied with the
requirements of Section 1.14 regarding one or more nominees; and (b) prior to the date that notice of the meeting is given, the Board has not made a determination that none of the candidacies of the shareholder or Eligible
Shareholders nominees creates a bona fide election contest. For purposes of these Bylaws, it is assumed that on the last day for delivery of a notice under Section 1.13(a) or Section 1.14(g), there is a candidate nominated by the
Board for each of the director positions to be voted on at the meeting. The following procedures apply in a non-contested election. A nominee who does not receive a majority vote shall not be elected. Except as otherwise provided in this paragraph,
an incumbent director not elected because he or she does not receive a majority vote shall continue to serve as a holdover director until the earliest of (a) 90 days after the date on which an inspector determines the voting results as to that
director pursuant to RCW 23B.07.290; (b) the date on which the Board appoints an individual to fill the office held by such director, which appointment shall constitute the filling of a vacancy by the Board pursuant to Section 2.10; or
(c) the date of the directors resignation. Any vacancy resulting from the non-election of a director under this Section 2.2 may be filled by the Board as provided in Section 2.10. The Governance and Nominating Committee will
consider promptly whether to fill the office of a nominee failing to receive a majority vote and make a recommendation to the Board about filling the office. The Board will act on the Governance and Nominating Committees recommendation and
within ninety (90) days after the certification of the shareholder vote will disclose publicly its decision. Except as provided in the next sentence, no director who failed to receive a majority vote for election will participate in the
Governance and Nominating Committee recommendation or Board decision about filling his or her office. If no director receives a majority vote in an uncontested election, then the incumbent directors (a) will nominate a slate of directors and
hold a special meeting for the purpose of electing those nominees as soon as practicable, and (b) may in the interim fill one or more offices with the same director(s) who will continue in office until their successors are elected.
2.3 Regular Meetings. Regular meetings of the Board shall be held at such places, and at such times as the Board may determine, and, if so determined, no
notice need be given. A regular meeting of the Board may be held without notice immediately after the annual meeting of shareholders at the same place at which such meeting was held.
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2.4 Special Meetings. Special meetings of the Board may be held at any time or place upon the call of a
majority of directors, the Chief Executive Officer or the Chief Operating Officer.
2.5 Notice. No notice is required for regular meetings of the Board.
Notice of special meetings of the Board, stating the date, time, and place, shall be given in a manner described in Section 3.3 at least two (2) days prior to the date of the meeting. The purpose of the meeting need not be given in the
notice.
2.6 Waiver of Notice. A director may waive notice of a special meeting of the Board either before or after the meeting, and the waiver shall be
deemed the equivalent of giving notice. The waiver must be given in accordance with the requirements for written or electronic notice in Section 3.3. Attendance or participation of a director at a meeting shall constitute waiver of notice of
that meeting unless the director attends or participates for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.
2.7 Quorum of Directors. A majority of the members of the Board shall constitute a quorum for the transaction of business, but if at any meeting of the
Board 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. When a quorum is present at any meeting, a majority of the members present shall decide
any question brought at such meeting, except as otherwise provided by the Articles of Incorporation or by these Bylaws.
2.8 Adjournment. A majority of
the directors present, even if less than a quorum, may adjourn a meeting and continue it to a later time. Notice of the adjourned meeting or of the business to be transacted thereat, other than by announcement, shall not be necessary. At any
adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting as originally called.
2.9
Resignation. A director of the Corporation may resign at any time by giving written notice to the Board, the Chairman, the Chief Executive Officer, or the Secretary of the Corporation. Any director resignation is effective when the notice
is delivered, unless the notice specifies a later effective date.
2.10 Vacancies. Unless otherwise provided by the WBCA, in case of any vacancy in the
Board, including a vacancy resulting from an increase in the number of directors or non-election of a director under Section 2.2, the remaining directors, whether constituting a quorum or not, may fill the vacancy.
2.11 Compensation. The Board shall have the sole authority to fix the compensation of directors.
2.12 Committees. The Board, by resolution adopted by a majority of the Board, may designate from among its members one or more committees, each of which:
(a) Shall have two (2) or more members;
(b) Shall be governed by the same rules regarding meetings, action without meetings, notice, and waiver of notice, and quorum and voting requirements
that apply to the Board; and
(c) To the extent provided in the resolution, shall have and may exercise all the authority of the Board, except no
committee shall have the authority to:
(i) Authorize or approve a distribution except according to a general formula or method prescribed by the
Board;
(ii) Approve or propose to shareholders action which the WBCA requires to be approved by shareholders;
(iii) Fill vacancies on the Board or on its committees;
(iv) Amend the Articles of Incorporation;
(v) Adopt,
amend, or repeal these Bylaws;
(vi) Approve a plan of merger not requiring shareholder approval; or
(vii) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and
limitations on a class or series of shares, except that the Board may authorize a committee, or a senior executive officer of the Corporation, to do so within limits prescribed by the Board.
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ARTICLE III
Special Measures Applying to Meetings of
Shareholders, the Board of Directors and Committees of the Board
3.1 Action by Unanimous Consent. Any action required or permitted to be taken at a meeting of the Board or a committee of the Board may be accomplished
without a meeting if the action is taken by all the members of the Board or all the members of the committee. The action must be evidenced by one or more consents describing the action to be taken, given by all directors or all members of the
committee, as the case may be, to the Corporation for inclusion in the minutes in a manner equivalent to written or electronic notice under Section 3.3. Directors consents may be given either before or after the action taken.
Action taken by unanimous consent is effective when the last director consents to the action, unless the consent specifies a later effective date.
3.2 Use of Communications Equipment. Meetings of the shareholders, the Board, and committees of the Board may be held using 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 the meeting.
3.3 Oral, Written and Electronic Notice. Terms used in this Bylaw shall be as defined in the WBCA.
Oral notice may be communicated in person or by telephone, wire, or wireless equipment that does not transmit a facsimile of the notice. Oral notice is effective when
communicated if communicated in a comprehensible manner.
Written notice may be transmitted by mail, private carrier, or personal delivery; or telephone, wire, or
wireless equipment that transmits a facsimile of the notice and provides the transmitter with an electronically generated receipt. Written notice is effective at the earliest of: (a) when received; (b) five (5) days after its deposit
in the U.S. mail if mailed with first-class postage to the address as it appears on the current records of the Corporation; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee. Written notice to a shareholder is effective (a) when mailed, if mailed with first class postage prepaid; and (b) when dispatched, if prepaid, by air courier.
Notices to directors and shareholders from the Corporation and from directors and shareholders to the Corporation may be in an electronic transmission which contains or
is accompanied by information from which it can be reasonably verified that the transmission was authorized by the director, the shareholder, or by the shareholders attorney-in-fact. Subject to contrary provisions in the WBCA, notice to
shareholders or directors in an electronic transmission shall be effective only with respect to shareholders and directors that have consented, in the form of a record, to receive electronically transmitted notices and that have designated in the
consent the address, location, or system to which these notices may be electronically transmitted and with respect to a notice that otherwise complies with any other requirements of the WBCA and any applicable federal law. A shareholder or director
who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the Corporation in the form of a record. The consent of any shareholder or director is revoked if (a) the Corporation is
unable to electronically transmit two consecutive notices given by the Corporation in accordance with the consent, and (b) this inability becomes known to the Secretary, the transfer agent, or any other person responsible for giving the notice.
The inadvertent failure by the Corporation to treat this inability as a revocation does not invalidate any meeting or other action.
ARTICLE IV
Officers
4.1 Positions. The officers of
the Corporation may comprise a Chairman, a Chief Executive Officer, one or more Presidents, one or more Vice Presidents (who may be designated as Corporate Vice Presidents, Senior Vice Presidents, Executive Vice Presidents or Group Vice Presidents),
a Secretary, and a Treasurer as appointed by the Board or the Chief Executive Officer. The Corporation may have such additional or assistant officers (sometimes referred to as additional officers) as the Board or Chief Executive
Officer may deem necessary for its business and may appoint from time to time. The Board shall also have the authority, but shall not be required, to designate officers as the Chief Operating Officer, the Chief Financial Officer or similar such
titles. Two or more offices may be held by the same person.
If a director/officer has not been designated as Chairman, or if the designated Chairman is not present
at a meeting,
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the Board shall elect a Chairman from amongst its members to serve as Chairman of the Board for such meeting. The Chairman shall preside at all meetings of the Board, and shall have such other
powers as the Board may determine.
4.2 Appointment and Term of Office. The Board shall appoint the officers of the Corporation annually at the first
meeting of the Board held after each annual meeting of the shareholders. If officers are not appointed at such meeting, such appointment shall occur when possible thereafter, or may be left vacant. Each officer shall hold office until a successor
shall have been appointed and qualified or until said officers earlier death, resignation, or removal.
4.3 Authority and Duties of the Chief Executive
Officer. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation, shall see that all orders, actions and resolutions of the Board are carried out, and shall have such other authority and
shall perform such other duties as set forth in these Bylaws or, to the extent consistent with the Bylaws, such other authorities and duties as prescribed by the Board.
4.4 Authority and Duties of Other Officers. Each officer other than the Chief Executive Officer shall have the authority and shall perform the duties set
forth in these Bylaws or, to the extent consistent with the Bylaws, the duties prescribed by the Board, by the Chief Executive Officer, or by an officer authorized by the Board to prescribe the duties of such officer. Any designation of duties by
the Chief Executive Officer or other officer shall be subject to review by the Board but shall be in full force and effect in the absence of such review.
4.5
Compensation and Contract Rights. The Board shall have authority (a) to fix the compensation, whether in the form of salary, bonus, stock options or otherwise, of all officers and employees of the Corporation, either specifically or by
formula applicable to particular classes of officers or employees, and (b) to authorize officers of the Corporation to fix the compensation of subordinate employees. The Board shall have authority to appoint a Compensation Committee and may
delegate to that committee any or all of its authority relating to compensation. The appointment of an officer shall not of itself create contract rights.
4.6
Resignation or Removal. Any officer of the Corporation may resign at any time by giving notice to the Board or the Corporation. Any such resignation is effective when the notice is given, unless the notice specifies a later date, and shall
be without prejudice to the contract rights, if any, of the officer.
The Board, by majority vote of the entire Board, may remove any officer or agent, with or
without cause. An officer or assistant officer, if appointed by another officer, also may be removed by any officer authorized to appoint officers or assistant officers. The removal shall be without prejudice to the contract rights, if any, of the
person so removed.
4.7 Vacancies. If any office becomes vacant by any reason, the directors may (a) appoint a successor or successors who shall
hold office for the unexpired term (b) or leave such office vacant.
ARTICLE V
Certificates of Shares and Their Transfer
5.1 Issuance;
Certificates of Shares. No shares of the Corporation shall be issued unless authorized by the Board. Such authorization shall include the maximum number of shares to be issued, the consideration to be received, and a statement that the
Board considers the consideration to be adequate. Shares may but need not be represented by certificates. Certificates for shares of the Corporation shall be in a form consistent with the provisions of the WBCA or the law of a predecessor
corporation and after the effective date of these Bylaws shall state:
(a) The name of the Corporation and that the Corporation is organized under
the laws of the State of Washington;
(b) The name of the person to whom issued; and
(c) The number and class of shares and the designation of the series, if any, which such certificate represents.
The certificate shall be signed by original or facsimile signature of two officers of the Corporation, and the seal of the Corporation may be affixed thereto.
5.2 Rules and Regulations Concerning the Issue, Transfer and Registration of Shares. The Board shall have power and authority to make all such rules and
regulations as the Board may deem proper or expedient concerning the issue, transfer and registration of shares of stock. In case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon such
terms as the Board shall authorize. The Board shall have power and authority to appoint from time to time one or more transfer agents and registrar of the shares of stock.
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5.3 Shares without Certificates. The Board may authorize some or all of the shares without certificates. Within
a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the shareholder a record containing the information required on certificates by the WBCA.
ARTICLE VI
Books and Records
6.1 Books of Accounts, Minutes, and Share Register. Except as otherwise provided by law the Corporation:
(a) Shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the Board without a meeting,
and a record of all actions taken by a committee of the Board exercising the authority of the Board for the Corporation;
(b) Shall maintain
appropriate accounting records;
(c) Or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each; and
(d) Shall
keep a copy of the following records at its principal office:
(i) The Articles or Restated Articles of Incorporation and all amendments to them in
effect;
(ii) The Bylaws or Restated Bylaws and all amendments to them currently in effect;
(iii) The minutes of all shareholders meetings, and records of all actions taken by shareholders without a meeting, for the past three
(3) years;
(iv) Its financial statements for the past three (3) years, including balance sheets showing in reasonable detail the financial
condition of the Corporation as of the close of each fiscal year, and an income statement showing the results of its operations during each fiscal year prepared on the basis of generally accepted accounting principles or, if not, prepared on a basis
explained therein;
(v) All communications to shareholders generally within the past three (3) years;
(vi) A list of the names and business addresses of its current directors and officers; and
(vii) Its most recent annual report delivered to the Secretary of State of Washington.
6.2 Copies of Resolutions. Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of
the Board or shareholders, when certified by the Secretary, an assistant secretary, or other officer authorized by the Board.
As amended effective August 7,
2015
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