EXHIBIT 3.2
BYLAWS
OF
Xxxxx XxxXxxxxx Group Incorporated
Originally adopted on: April 22, 1998
CONTENTS
SECTION 1 OFFICES............................................ 1
SECTION 2 SHAREHOLDERS....................................... 1
2.1 Annual Meeting........................................... 1
2.2 Special Meetings......................................... 1
2.3 Meetings by Communications Equipment..................... 1
2.4 Date, Time and Place of Meeting.......................... 2
2.5 Business for Shareholders' Meetings...................... 2
2.5.1 Business at Annual Meetings......................... 2
2.5.2 Business at Special Meetings........................ 3
2.5.3 Notice to Corporation............................... 3
2.6 Notice of Meeting........................................ 3
2.7 Waiver of Notice......................................... 4
2.8 Fixing of Record Date for Determining Shareholders....... 4
2.9 Voting Record............................................ 4
2.10 Quorum.................................................. 5
2.11 Manner of Acting........................................ 5
2.12 Proxies................................................. 5
2.13 Voting of Shares........................................ 6
2.14 Voting for Directors.................................... 6
2.15 Action by Shareholders Without a Meeting................ 6
SECTION 3 BOARD OF DIRECTORS................................. 6
3.1 General Powers........................................... 6
3.2 Number and Tenure........................................ 7
3.3 Nomination and Election.................................. 7
3.3.1 Nomination.......................................... 7
3.3.2 Election............................................ 8
3.4 Annual and Regular Meetings.............................. 8
3.5 Special Meetings......................................... 9
3.6 Meetings by Communications Equipment..................... 9
3.7 Notice of Special Meetings............................... 9
3.7.1 Personal Delivery................................... 9
3.7.2 Delivery by Mail.................................... 9
3.7.3 Delivery by Private Carrier......................... 1
3.7.4 Facsimile Notice.................................... 1
3.7.5 Delivery by Telegraph............................... 1
3.7.6 Oral Notice......................................... 1
3.8 Waiver of Notice......................................... 1
3.8.1 In Writing.......................................... 1
3.8.2 By Attendance....................................... 1
3.9 Quorum................................................... 1
3.10 Manner of Acting........................................ 1
3.11 Presumption of Assent................................... 1
3.12 Action by Board or Committees Without a Meeting......... 1
3.13 Resignation............................................. 1
3.14 Removal................................................. 1
3.15 Vacancies............................................... 1
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3.16 Executive and Other Committees.......................... 1
3.16.1 Creation of Committees............................ 1
3.16.2 Authority of Committees........................... 1
3.16.3 Audit Committee................................... 1
3.16.4 Compensation Committee............................ 1
3.16.5 Nominating and Organization Committee............. 1
3.16.6 Quorum and Manner of Acting....................... 1
3.16.7 Minutes of Meetings............................... 1
3.16.8 Resignation....................................... 1
3.16.9 Removal........................................... 1
3.17 Compensation............................................ 1
SECTION 4 OFFICERS........................................... 1
4.1 Appointment and Term..................................... 1
4.2 Resignation.............................................. 1
4.3 Removal.................................................. 1
4.4 Contract Rights of Officers.............................. 1
4.5 Chairman of the Board.................................... 1
4.6 President................................................ 1
4.7 Vice President........................................... 1
4.8 Secretary................................................ 1
4.9 Treasurer................................................ 1
4.10 Salaries................................................. 1
SECTION 5 CONTRACTS, LOANS, CHECKS AND DEPOSITS.............. 1
5.1 Contracts................................................ 1
5.2 Loans to the Corporation................................. 1
5.3 Checks, Drafts, Etc. .................................... 1
5.4 Deposits................................................. 1
SECTION 6 CERTIFICATES FOR SHARES AND THEIR TRANSFER......... 1
6.1 Issuance of Shares....................................... 1
6.2 Certificates for Shares.................................. 1
6.3 Stock Records............................................ 1
6.4 Restriction on Transfer.................................. 1
6.5 Transfer of Shares....................................... 2
6.6 Lost or Destroyed Certificates........................... 2
SECTION 7 BOOKS AND RECORDS.................................. 2
SECTION 8 ACCOUNTING YEAR.................................... 2
SECTION 9 SEAL............................................... 2
SECTION 10 INDEMNIFICATION................................... 2
10.1 Right to Indemnification................................ 2
10.2 Restrictions on Indemnification......................... 2
10.3 Advancement of Expenses................................. 2
10.4 Right of Indemnitee to Bring Suit....................... 2
10.5 Procedures Exclusive.................................... 2
10.6 Nonexclusivity of Rights................................ 2
10.7 Insurance, Contracts and Funding........................ 2
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10.8 Indemnification of Employees and Agents of the Corporation.......... 2
10.9 Persons Serving Other Entities...................................... 2
SECTION 11 AMENDMENTS.................................................... 2
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BYLAWS
OF
XXXXX XXXXXXXXX GROUP INCORPORATED
SECTION 1. OFFICES
The principal office of the corporation shall be located at the principal
place of business or such other place as the Board of Directors (the "Board")
may designate. The corporation may have such other offices, either within or
without the State of Washington, as the Board may designate or as the business
of the corporation may require.
SECTION 2. SHAREHOLDERS
2.1 ANNUAL MEETING
The annual meeting of the shareholders shall be held each year within 90 to
180 days after the fiscal year end of the corporation at a date, time and
location determined by resolution of the Board of Directors, for the purpose of
electing Directors and transacting such other business as may properly come
before the meeting. At any time prior to the commencement of the annual
meeting, the Board may postpone the annual meeting for a period of up to one
hundred twenty (120) days from the date fixed for such meeting in accordance
with this subsection 2.1.
2.2 SPECIAL MEETINGS
The Chairman of the Board, the President or the Board may call special
meetings of the shareholders for any purpose. Further, a special meeting of the
shareholders shall be held if the holders of not less than 25% of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting have dated, signed and delivered to the Secretary one or more written
demands for such meeting, describing the purpose or purposes for which it is to
be held.
2.3 MEETINGS BY COMMUNICATIONS EQUIPMENT
Shareholders may participate in any meeting of the shareholders by any
means of communication by which all persons participating in the meeting can
hear each
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other during the meeting. Participation by such means shall constitute presence
in person at a meeting.
2.4 DATE, TIME AND PLACE OF MEETING
Except as otherwise provided in these Bylaws, all meetings of shareholders,
including those held pursuant to demand by shareholders as provided herein,
shall be held on such date and at such time and place, within or without the
State of Washington, designated by or at the direction of the Board.
2.5 BUSINESS FOR SHAREHOLDERS' MEETINGS
2.5.1 BUSINESS AT ANNUAL MEETINGS
In addition to the election of directors, other proper business may be
transacted at an annual meeting of shareholders, provided that such business is
properly brought before such meeting. To be properly brought before an annual
meeting, business must be (a) brought by or at the direction of the Board or (b)
brought before the meeting by a shareholder pursuant to written notice thereof,
in accordance with subsection 2.5.3 hereof, and received by the Secretary not
fewer than 60 nor more than 90 days prior to the anniversary of the previous
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days earlier or more than 60 days later than such
anniversary date, notice by the stockholder to be timely must be so given not
earlier than the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made. Any such shareholder notice shall set forth (i) the name
and address of the shareholder proposing such business; (ii) a representation
that the shareholder is entitled to vote at such meeting and a statement of the
number of shares of the corporation which are beneficially owned by the
shareholder; (iii) a representation that the shareholder intends to appear in
person or by proxy at the meeting to propose such business; and (iv) as to each
matter the shareholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting, the language of the proposal (if
appropriate), and any material interest of the shareholder in such business. No
business shall be conducted at any annual meeting of shareholders except in
accordance with this subsection 2.5.1. If the facts warrant, the Board, or the
chairman of an annual meeting of shareholders, may determine and declare (a)
that a proposal does not constitute proper business to be transacted at the
meeting or (b) that business was not properly brought before the meeting in
accordance with the provisions of this subsection 2.5.1 and, if, in either case,
it is so
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determined, any such business shall not be transacted. The procedures set forth
in this subsection 2.5.1 for business to be properly brought before an annual
meeting by a shareholder are in addition to, and not in lieu of, the
requirements set forth in Rule 14a-8 under Section 14 of the Securities Exchange
Act of 1934, as amended, or any successor provision.
2.5.2 BUSINESS AT SPECIAL MEETINGS
At any special meeting of the shareholders, only such business as is
specified in the notice of such special meeting given by or at the direction of
the person or persons calling such meeting, in accordance with subsection 2.4
hereof, shall come before such meeting.
2.5.3 NOTICE TO CORPORATION
Any written notice required to be delivered by a shareholder to the
corporation pursuant to subsection 2.5.1 or subsection 3.3.1 hereof must be
given, either by personal delivery or by registered or certified mail, postage
prepaid, to the Secretary at the corporation's executive offices.
2.6 NOTICE OF MEETING
Written notice stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called shall be given by or at the direction of the Board, the Chairman of the
Board, the President or the Secretary to each shareholder entitled to notice of
or to vote at the meeting not less than 10 nor more than 60 days before the
meeting, except that notice of a meeting to act on an amendment to the Articles
of Incorporation, a plan of merger or share exchange, the sale, lease, exchange
or other disposition of all or substantially all of the corporation's assets
other than in the regular course of business or the dissolution of the
corporation shall be given not less than 20 nor more than 60 days before such
meeting. If an annual or special shareholders' meeting is adjourned to a
different date, time or place, no notice of the new date, time or place is
required if they are announced at the meeting before adjournment. If a new
record date for the adjourned meeting is or must be fixed, notice of the
adjourned meeting must be given to shareholders entitled to notice of or to vote
as of the new record date. Such notice may be transmitted by mail, private
carrier, personal delivery, telegraph, teletype or communications equipment
which transmits a facsimile of the notice to like equipment which receives and
reproduces such notice. If these forms of written notice are impractical in the
view of the Board, the Chairman of the Board, the President or the Secretary,
written notice may be transmitted by an advertisement in a newspaper
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of general circulation in the area of the corporation's principal office. If
such notice is mailed, it shall be deemed effective when deposited in the
official government mail, first-class postage prepaid, properly addressed to the
shareholder at such shareholder's address as it appears in the corporation's
current record of shareholders. Notice given in any other manner shall be deemed
effective when dispatched to the shareholder's address, telephone number or
other number appearing on the records of the corporation. Any notice given by
publication as herein provided shall be deemed effective five days after first
publication.
2.7 WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder under the
provisions of these Bylaws, the Articles of Incorporation or the Washington
Business Corporation Act, a waiver in writing, signed by the person or persons
entitled to such notice and delivered to the corporation, whether before or
after the date and time of the meeting or before or after the action to be taken
by consent is effective, shall be deemed equivalent to the giving of such
notice. Further, notice of the time, place and purpose of any meeting will be
deemed to be waived by any shareholder by attendance thereat in person or by
proxy, unless such shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting.
2.8 FIXING OF RECORD DATE FOR DETERMINING SHAREHOLDERS
For the purpose of determining shareholders entitled (a) to notice of or to
vote at any meeting of shareholders or any adjournment thereof, (b) to demand a
special meeting, or (c) to receive payment of any dividend, or in order to make
a determination of shareholders for any other purpose, the Board may fix a
future date as the record date for any such determination. Such record date
shall be not more than 70 days, and in case of a meeting of shareholders not
less than 10 days prior to the date on which the particular action requiring
such determination is to be taken. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting, the
record date shall be the day immediately preceding the date on which notice of
the meeting is first given to shareholders. Such a determination shall apply to
any adjournment of the meeting unless the Board fixes a new record date, which
it shall do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting. If no record date is set for the
determination of shareholders entitled to receive payment of any stock dividend
or distribution (other than one involving a purchase, redemption, or other
acquisition of the corporation's shares) the record date shall be the date the
Board authorizes the stock dividend or distribution.
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2.9 VOTING RECORD
At least 10 days before each meeting of shareholders, an alphabetical list
of the shareholders entitled to notice of such meeting shall be made, arranged
by voting group and by each class or series of shares therein, with the address
of and number of shares held by each shareholder. This record shall be kept at
the principal office of the corporation for 10 days prior to such meeting, and
shall be kept open at such meeting, for the inspection of any shareholder or any
shareholder's agent.
2.10 QUORUM
A majority of the votes entitled to be cast on a matter by the holders of
shares that, pursuant to the Articles of Incorporation or the Washington
Business Corporation Act, are entitled to vote and be counted collectively upon
such matter, represented in person or by proxy, shall constitute a quorum of
such shares at a meeting of shareholders. If less than a majority of such votes
are represented at a meeting, a majority of the votes so represented may adjourn
the meeting from time to time. Any business may be transacted at a reconvened
meeting that might have been transacted at the meeting as originally called,
provided a quorum is present or represented at such meeting. Once a share is
represented for any purpose at a meeting other than solely to object to holding
the meeting or transacting business thereat, it is deemed present for quorum
purposes for the remainder of the meeting and any adjournment thereof (unless a
new record date is or must be set for the adjourned meeting) notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
2.11 MANNER OF ACTING
If a quorum is present, action on a matter other than the election of
Directors shall be approved if the votes cast in favor of the action by the
shares entitled to vote and be counted collectively upon such matter exceed the
votes cast against such action by the shares entitled to vote and be counted
collectively thereon, unless the Articles of Incorporation or the Washington
Business Corporation Act requires a greater number of affirmative votes.
2.12 PROXIES
A shareholder may vote by proxy executed in writing by the shareholder or
by his or her attorney-in-fact or agent. Such proxy shall be effective when
received by the Secretary or other officer or agent authorized to tabulate
votes. A proxy shall become invalid 11 months after the date of its execution,
unless otherwise provided in the proxy. A proxy with respect to a specified
meeting shall entitle its holder to vote
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at any reconvened meeting following adjournment of such meeting but shall not be
valid after the final adjournment.
2.13 VOTING OF SHARES
Except as provided in the Articles of Incorporation or in Section 2.14
hereof, each outstanding share entitled to vote with respect to a matter
submitted to a meeting of shareholders shall be entitled to one vote upon such
matter.
2.14 VOTING FOR DIRECTORS
Each shareholder entitled to vote at an election of Directors may vote, in
person or by proxy, the number of shares owned by such shareholder for as many
persons as there are Directors to be elected and for whose election such
shareholder has a right to vote, or (unless otherwise provided in the Articles
of Incorporation) each such shareholder may cumulate such shareholder's votes by
distributing among one or more candidates as many votes as are equal to the
number of such Directors multiplied by the number of such shareholder's shares.
Unless otherwise provided in the Articles of Incorporation, the candidates
elected shall be those receiving the largest number of votes cast, up to the
number of Directors to be elected.
2.15 ACTION BY SHAREHOLDERS WITHOUT A MEETING
Any action which could be taken at a meeting of the shareholders may be
taken without a meeting if one or more written consents setting forth the action
so taken are signed by all shareholders entitled to vote on the action and are
delivered to the corporation. If not otherwise fixed by the Board, the record
date for determining shareholders entitled to take action without a meeting is
the date the first shareholder signs the consent. A shareholder may withdraw a
consent only by delivering a written notice of withdrawal to the corporation
prior to the time that all consents are in the possession of the corporation.
Action taken by written consent of shareholders without a meeting is effective
when all consents are in the possession of the corporation, unless the consent
specifies a later effective date. Any such consent shall be inserted in the
minute book as if it were the minutes of a meeting of the shareholders.
SECTION 3. BOARD OF DIRECTORS
3.1 GENERAL POWERS
All corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be managed under the direction
of, the
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Board, except as may be otherwise provided in these Bylaws, the Articles of
Incorporation, as at any time amended, or the Washington Business Corporation
Act.
3.2 NUMBER AND TENURE
The Board shall be composed of not less than three (3) nor more than
fifteen (15) Directors, the specific number to be set by resolution of the
Board. The number of Directors may be changed from time to time by amendment to
these Bylaws, but no decrease in the number of Directors shall have the effect
of shortening the term of any incumbent Director.
Prior to the first election of Directors following the first primary,
public offering of equity securities by this corporation pursuant to a
registration statement filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "First Public Company Election"),
unless a Director earlier dies, resigns or is removed, his or her term of office
shall expire at the next annual meeting of shareholders. At the First Public
Company Election, , the Board of Directors shall be divided into two classes,
with said classes to be as equal in number as may be possible. At the first
election of Directors to such classified Board of Directors, each Class 1
Director shall be elected to serve until the next ensuing annual meeting of
shareholders and each Class 2 Director shall be elected to serve until the
second ensuing annual meeting of shareholders. At each annual meeting of
shareholders following the meeting at which the Board of Directors is initially
classified, the number of Directors equal to the number of Directors in the
class whose term expires at the time of such meeting shall be elected to serve
until the second ensuing annual meeting of shareholders. Notwithstanding any of
the foregoing provisions of this Section 3.2, Directors shall serve until their
successors are elected and qualified or until their earlier death, resignation
or removal from office or until there is a decrease in the number of Directors.
Directors need not be shareholders of the corporation or residents of the State
of Washington and need not meet any other qualifications.
3.3 NOMINATION AND ELECTION
3.3.1 NOMINATION
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as Directors. Nominations for the election of
Directors may be made (a) by or at the direction of the Board or (b) by any
shareholder of record entitled to vote for the election of Directors at such
meeting; provided, however, that a shareholder may nominate persons for election
as Directors only if written notice (in accordance with subsection 2.5.3 hereof)
of such shareholder's
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intention to make such nominations is received by the Secretary not later than
(i) with respect to an election to be held at an annual meeting of the
shareholders, not fewer than 60 nor more than 90 days prior to the anniversary
of the previous year's annual meeting (provided, however, that in the event that
the date of the annual meeting is more than 30 days earlier or more than 60 days
later than such anniversary date, notice by the shareholder to be timely must be
so given not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made) and (ii) with respect to an election to
be held at a special meeting of the shareholders for the election of Directors,
the close of business on the seventh business day following the date on which
notice of such meeting is first given to shareholders. Any such shareholder's
notice shall set forth (a) the name and address of the shareholder who intends
to make a nomination; (b) a representation that the shareholder is entitled to
vote at such meeting and a statement of the number of shares of the corporation
which are beneficially owned by the shareholder; (c) a representation that the
shareholder intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (d) as to each person the
shareholder proposes to nominate for election or re-election as a Director, the
name and address of such person and such other information regarding such
nominee as would be required in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had such nominee been nominated
by the Board, and a description of any arrangements or understandings, between
the shareholder and such nominee and any other persons (including their names),
pursuant to which the nomination is to be made; and (e) the consent of each such
nominee to serve as a Director if elected. If the facts warrant, the Board, or
the chair of a shareholders' meeting at which Directors are to be elected, shall
determine and declare that a nomination was not made in accordance with the
foregoing procedure and, if it is so determined, the defective nomination shall
be disregarded. The right of shareholders to make nominations pursuant to the
foregoing procedure is subject to the rights of the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation. The procedures set forth in this subsection 3.3 for nomination
for the election of Directors by shareholders are in addition to, and not in
limitation of, any procedures now in effect or hereafter adopted by or at the
direction of the Board or any committee thereof.
3.3.2 ELECTION
At each election of Directors, the persons receiving the greatest number of
votes shall be the Directors.
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3.4 ANNUAL AND REGULAR MEETINGS
An annual Board meeting shall be held without notice immediately after and
at the same place as the annual meeting of shareholders. By resolution the
Board, or any committee designated by the Board, may specify the time and place
either within or without the State of Washington for holding regular meetings
without notice other than such resolution.
3.5 SPECIAL MEETINGS
Special meetings of the Board or any committee designated by the Board may
be called by or at the request of the Chairman of the Board or the President or,
in the case of special Board meetings, any two (2) Directors and, in the case of
any special meeting of any committee designated by the Board, by its Chairman.
The person or persons authorized to call special meetings may fix any place
either within or without the State of Washington as the place for holding any
special Board or committee meeting called by them.
3.6 MEETINGS BY COMMUNICATIONS EQUIPMENT
Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by, or conduct the meeting
through the use of, any means of communication by which all Directors
participating in the meeting can hear each other during the meeting.
Participation by such means shall constitute presence in person at a meeting.
3.7 NOTICE OF SPECIAL MEETINGS
Notice of a special Board or committee meeting stating the place, day and
hour of the meeting shall be given to a Director in writing or orally. Neither
the business to be transacted at, nor the purpose of, any special meeting need
be specified in the notice of such meeting.
3.7.1 PERSONAL DELIVERY
If notice is given by personal delivery, the notice shall be effective if
delivered to a Director at least two days before the meeting.
3.7.2 DELIVERY BY MAIL
If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail at least five days before the meeting,
properly
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addressed to a Director at his or her address shown on the records of the
corporation, with postage thereon prepaid.
3.7.3 DELIVERY BY PRIVATE CARRIER
If notice is given by private carrier, the notice shall be deemed effective
when dispatched to a Director at his or her address shown on the records of the
corporation at least three days before the meeting.
3.7.4 FACSIMILE NOTICE
If notice is delivered by wire or wireless equipment which transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched at
least two days before the meeting to a Director at his or her telephone number
or other number appearing on the records of the corporation.
3.7.5 DELIVERY BY TELEGRAPH
If notice is delivered by telegraph, the notice shall be deemed effective
if the content thereof is delivered to the telegraph company for delivery to a
Director at his or her address shown on the records of the corporation at least
three days before the meeting.
3.7.6 ORAL NOTICE
If notice is delivered orally, by telephone or in person, the notice shall
be deemed effective if personally given to the Director at least two days before
the meeting.
3.8 WAIVER OF NOTICE
3.8.1 IN WRITING
Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Articles of Incorporation or the Washington
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice and delivered to the corporation, whether before
or after the date and time of the meeting, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board or any committee
designated by the Board need be specified in the waiver of notice of such
meeting.
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3.8.2 BY ATTENDANCE
A Director's attendance at or participation in a Board or committee
meeting shall constitute a waiver of notice of such meeting, unless the Director
at the beginning of the meeting, or promptly upon his or her arrival, objects to
holding the meeting or transacting business at such meeting and does not
thereafter vote for or assent to action taken at the meeting.
3.9 QUORUM
Subject to the provisions of any agreement concerning special Board
approval or manner of action provisions which may be entered into by the
shareholders of the corporation, a majority of the number of Directors fixed by
or in the manner provided in these Bylaws shall constitute a quorum for the
transaction of business at any Board meeting but, if less than a majority are
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
3.10 MANNER OF ACTING
If a quorum is present when the vote is taken, subject to the provisions
of any arrangement concerning special Board approval or manner of action
provisions which may be entered into by the shareholders of the corporation, the
act of the majority of the Directors present at a Board meeting shall be the act
of the Board, unless the vote of a greater number is required by these Bylaws,
the Articles of Incorporation, as at any time amended, or the Washington
Business Corporation Act.
3.11 PRESUMPTION OF ASSENT
A Director of the corporation who is present at a Board or committee
meeting at which any action is taken shall be deemed to have assented to the
action taken unless (a) the Director objects at the beginning of the meeting, or
promptly upon the Director's arrival, to holding the meeting or transacting any
business at such meeting, (b) the Director's dissent or abstention from the
action taken is entered in the minutes of the meeting, or (c) the Director
delivers written notice of the Director's dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation within a
reasonable time after adjournment of the meeting. The right of dissent or
abstention is not available to a Director who votes in favor of the action
taken.
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3.12 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING
Any action which could be taken at a meeting of the Board or of any
committee created by the Board may be taken without a meeting if one or more
written consents setting forth the action so taken are signed by each of the
Directors or by each committee member either before or after the action is taken
and delivered to the corporation. Action taken by written consent of Directors
without a meeting is effective when the last Director signs the consent, unless
the consent specifies a later effective date. Any such written consent shall be
inserted in the minute book as if it were the minutes of a Board or a committee
meeting.
3.13 RESIGNATION
Any Director may resign from the Board or any committee of the Board at
any time by delivering either oral tender of resignation at any meeting of the
Board or any committee or written notice to the Chairman of the Board, the
President, the Secretary or the Board. Any such resignation is effective upon
delivery thereof unless the notice of resignation specifies a later effective
date and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
3.14 REMOVAL
Subject to the provisions of any agreement concerning special Board
approval or manner of action provisions which may be entered into by the
shareholders of the corporation, one or more members of the Board, including the
entire Board, may be removed with or without cause (unless the Articles of
Incorporation permit removal for cause only), at a meeting of shareholders
called expressly for that purpose, by the holders of the shares entitled to
elect the Director or Directors whose removal is sought if the number of votes
cast to remove the Director exceeds the number of votes cast not to remove the
Director (unless a greater vote is required by the Articles of Incorporation).
If the Articles of Incorporation permit cumulative voting in the election of
Directors, then a Director may not be removed if the number of votes sufficient
to elect such Director if then cumulatively voted at an election of the entire
Board or, if there are classes of Directors, at an election of the class of
Directors of which such Director is a part, is voted against the Director's
removal.
3.15 VACANCIES
Unless the Articles of Incorporation, as at any time amended, provide
otherwise, any vacancy occurring on the Board may be filled by the shareholders,
the Board or, if the Directors in office constitute fewer than a quorum, by the
affirmative vote of a majority of the remaining Directors. Any vacant office to
be held by a
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Director elected by the holders of one or more classes or series of shares
entitled to vote and be counted collectively thereon shall be filled only by the
vote of the holders of such class or series of shares. A Director elected to
fill a vacancy shall serve only until the next election of Directors by the
shareholders.
3.16 EXECUTIVE AND OTHER COMMITTEES
3.16.1 CREATION OF COMMITTEES
The Board, by resolution adopted by the greater of a majority of the
Directors then in office and the number of Directors required to take action in
accordance with these Bylaws, may create standing or temporary committees,
including an Executive Committee, and appoint members thereto from its own
number and invest such committees with such powers as it may see fit, subject to
such conditions as may be prescribed by the Board, the Articles of
Incorporation, these Bylaws and applicable law. Each committee must have two or
more members, who shall serve at the pleasure of the Board.
3.16.2 AUTHORITY OF COMMITTEES
Each committee shall have and may exercise all of the authority of the
Board to the extent provided in the resolution of the Board creating the
committee and any subsequent resolutions and adopted in like manner, except that
no such committee shall have the authority to: (1) authorize or approve a
distribution except according to a general formula or method prescribed by the
Board, (2) approve or propose to shareholders actions or proposals required by
the Washington Business Corporation Act to be approved by shareholders, (3) fill
vacancies on the Board or any committee thereof, (4) adopt, amend or repeal
Bylaws, (5) amend the Articles of Incorporation, pursuant to RCW 23B.10.020, (6)
approve a plan of merger not requiring shareholder approval, or (7) authorize or
approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares except that the Board may authorize a committee or a senior
executive officer of the corporation to do so within limits specifically
prescribed by the Board.
3.16.3 AUDIT COMMITTEE
In addition to any committees appointed pursuant to this Section 3.16.2,
there shall be an Audit Committee, appointed annually by the Board, consisting
of at least two Directors who are not members of management. It shall be the
responsibility of the Audit Committee to review the scope and results of the
annual independent audit of books and records of the corporation, to review
compliance with all corporate
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policies which have been approved by the Board and to discharge such other
responsibilities as may from time to time be assigned to it by the Board. The
Audit Committee shall meet at such times and places as the members deem
advisable, and shall make such recommendations to the Board as they consider
appropriate.
3.16.4 COMPENSATION COMMITTEE
The Board may, in its discretion, designate a Compensation Committee
consisting of not less than two Directors as it may from time to time determine.
The duties of the Compensation Committee shall consist of the following: (a) to
establish and review periodically, but not less than annually, the compensation
of the officers of the corporation and to make recommendations concerning such
compensation to the Board; (b) to consider incentive compensation plans for the
employees of the corporation; (c) to carry out the duties assigned to the
Compensation Committee under any stock option plan or other plan approved by the
corporation; (d) to consult with the President concerning any compensation
matters deemed appropriate by the President or the Compensation Committee; and
(e) to perform such other duties as shall be assigned to the Compensation
Committee by the Board.
3.16.5 NOMINATING AND ORGANIZATION COMMITTEE
The Board may, in its discretion, designate a Nominating and Organization
Committee consisting of not less than two Directors as it may from time to time
determine. The duties of the Nominating and Organization Committee shall
consist of the following: (a) to report and make recommendations to the Board
on the size and composition of the Board and nominees for Directors; (b) to
evaluate the performance of the officers of the corporation and together with
management, select and recommend to the Board appropriate individuals for
election, appointment and promotion as officers of the corporation and ensure
the continuity of capable management; (c) to report and make recommendations to
the Board on the organization of the corporation; and (d) to perform such other
duties as shall be assigned to the Nominating and Organization Committee by the
Board.
3.16.6 QUORUM AND MANNER OF ACTING
Subject to the provisions of any agreement concerning special Board
approval or manner of action provisions which may be entered into by the
shareholders of the corporation, a majority of the number of Directors composing
any committee of the Board, as established and fixed by resolution of the Board,
shall constitute a quorum for the transaction of business at any meeting of such
committee but, if less than a majority are present at a meeting, a majority of
such Directors present may adjourn
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the meeting from time to time without further notice. Except as may be otherwise
provided in the Washington Business Corporation Act, if a quorum is present when
the vote is taken the act of a majority of the members present shall be the act
of the committee.
3.16.7 MINUTES OF MEETINGS
All committees shall keep regular minutes of their meetings and shall
cause them to be recorded in books kept for that purpose.
3.16.8 RESIGNATION
Any member of any committee may resign at any time by delivering written
notice thereof to the Chairman of the Board, the President, the Secretary or the
Board. Any such resignation is effective upon delivery thereof, unless the
notice of resignation specifies a later effective date, and the acceptance of
such resignation shall not be necessary to make it effective.
3.16.9 REMOVAL
Subject to the provisions of any agreement concerning special Board
approval or manner of action provisions which may be entered into by the
shareholders of the corporation, the Board may remove any member of any
committee elected or appointed by it but only by the affirmative vote of the
greater of a majority of the Directors then in office and the number of
Directors required to take action in accordance with these Bylaws.
3.17 COMPENSATION
By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 4. OFFICERS
4.1 APPOINTMENT AND TERM
The officers of the corporation shall be those officers appointed from
time to time by the Board or by any other officer empowered to do so. The Board
shall have sole power and authority to appoint executive officers. As used
herein, the term
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"executive officer" shall mean the President, any Vice President in charge of a
principal business unit, division or function or any other officer who performs
a policy-making function. The Board or the President may appoint such other
officers and assistant officers to hold office for such period, have such
authority and perform such duties as may be prescribed. The Board may delegate
to any other officer the power to appoint any subordinate officers and to
prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person. Unless an officer dies, resigns or
is removed from office, he or she shall hold office until his or her successor
is appointed.
4.2 RESIGNATION
Any officer may resign at any time by delivering written notice thereof to
the corporation. Any such resignation is effective upon delivery thereof,
unless the notice of resignation specifies a later effective date, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
4.3 REMOVAL
Any officer may be removed by the Board at any time, with or without cause.
An officer or assistant officer, if appointed by another officer, may be removed
by any officer authorized to appoint officers or assistant officers.
4.4 CONTRACT RIGHTS OF OFFICERS
The appointment of an officer does not itself create contract rights.
4.5 CHAIRMAN OF THE BOARD
The Chairman of the Board shall be the chief executive officer of the
corporation unless some other officer is so designated by the Board, shall
preside over meetings of the Board and shareholders and, subject to the Board's
control, shall supervise and control all of the assets, business and affairs of
the corporation. The Chairman of the Board may sign, with the Secretary or an
Assistant Secretary or with the Treasurer or an Assistant Treasurer,
certificates for shares of the corporation, deeds, mortgages, bonds, contracts
or other instruments, except when the signing and execution thereof have been
expressly delegated by the Board or by these Bylaws to some other officer or
agent of the corporation or are required by law to be otherwise signed or
executed by some other officer or in some other manner. In general, the
Chairman of the Board shall perform all duties incident to the office of the
chief executive officer of a corporation and such other duties as are prescribed
by the Board from time to time.
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4.6 PRESIDENT
The President shall be the chief operating officer of the corporation
unless some other officer is so designated by the Board and in the event of the
death of the Chairman of the Board or his or her inability to act, the President
shall perform the duties of the Chairman of the Board, except as may be limited
by resolution of the Board, with all the powers of and subject to all the
restrictions upon the Chairman of the Board. The President may sign, with the
Secretary or any Assistant Secretary or with the Treasurer or an Assistant
Treasurer, certificates for shares of the corporation. The President shall
have, to the extent authorized by the Chairman of the Board or the Board, the
same powers as the Chairman of the Board to sign deeds, mortgages, bonds,
contracts or other instruments. The President shall perform such other duties
as from time to time may be assigned to him or her by the Chairman of the Board
or by the Board.
4.7 VICE PRESIDENT
In the event of the death of the President or his or her inability to act,
the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Any Vice President may sign, with the Secretary
or any Assistant Secretary or with the Treasurer or any Assistant Treasurer,
certificates for shares of the corporation. Vice Presidents shall perform such
other duties as from time to time may be assigned to them by the Chairman of the
Board, the President or the Board.
4.8 SECRETARY
If appointed, the Secretary shall be responsible for preparation of minutes
of the meetings of the Board and shareholders, maintenance of the corporation
records and stock registers, and authentication of the corporation's records and
shall in general perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the President
or by or at the direction of the Board. In the absence of the Secretary, an
Assistant Secretary may perform the duties of the Secretary.
4.9 TREASURER
If appointed, the Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys
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due and payable to the corporation from any source whatsoever, and deposit all
such moneys in the name of the corporation in banks, trust companies or other
depositories selected in accordance with the provisions of these Bylaws, and in
general perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him or her by the President
or by or at the direction of the Board. In the absence of the Treasurer, an
Assistant Treasurer may perform the duties of the Treasurer.
4.10 SALARIES
The salaries of the officers shall be fixed from time to time by the Board
or by any person or persons to whom the Board has delegated such authority. No
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the corporation.
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 CONTRACTS
The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.
5.2 LOANS TO THE CORPORATION
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the Board. Such authority may be general or confined to specific instances.
5.3 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, or agent or agents, of the corporation and in such
manner as is from time to time determined by resolution of the Board.
5.4 DEPOSITS
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the Board may select.
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SECTION 6. CERTIFICATES FOR SHARES AND THEIR
TRANSFER
6.1 ISSUANCE OF SHARES
No shares of the corporation shall be issued unless authorized by the
Board, or by a committee designated by the Board to the extent such committee is
empowered to do so.
6.2 CERTIFICATES FOR SHARES
Certificates representing shares of the corporation shall be signed, either
manually or in facsimile, by the President or any Vice President and by the
Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary
and shall include on their face written notice of any restrictions which may be
imposed on the transferability of such shares. All certificates shall be
consecutively numbered or otherwise identified.
6.3 STOCK RECORDS
The stock transfer books shall be kept at the principal office of the
corporation or at the office of the corporation's transfer agent or registrar.
The name and address of each person to whom certificates for shares are issued,
together with the class and number of shares represented by each such
certificate and the date of issue thereof, shall be entered on the stock
transfer books of the corporation. The person in whose name shares stand on the
books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.
6.4 RESTRICTION ON TRANSFER
Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the corporation shall, in addition to any legends required by any
agreement concerning special Board approval or manner of action provisions which
may be entered into by the shareholders of the corporation, bear a legend on the
face of the certificate, or on the reverse of the certificate if a reference to
the legend is contained on the face, which reads substantially as follows in
addition to any legends required by any shareholder agreement:
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"The securities evidenced by this certificate have not been
registered under the Securities Act of l933, as amended, or
any applicable state law, and no interest therein may be
sold, distributed, assigned, offered, pledged or otherwise
transferred unless (a) there is an effective registration
statement under such Act and applicable state securities
laws covering any such transaction involving said securities
or (b) this corporation receives an opinion of legal counsel
for the holder of these securities (satisfactory to this
corporation) stating that such transaction is exempt from
registration or this corporation otherwise satisfies itself
that such transaction is exempt from registration."
6.5 TRANSFER OF SHARES
The transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.
6.6 LOST OR DESTROYED CERTIFICATES
In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.
SECTION 7. BOOKS AND RECORDS
The corporation shall:
(a) Keep as permanent records minutes of all meetings of its shareholders
and the Board, a record of all actions taken by the shareholders or the Board
without a meeting, and a record of all actions taken by a committee of the Board
exercising the authority of the Board on behalf of the corporation.
(b) Maintain appropriate accounting records.
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(c) Maintain a record of its shareholders, in a form that permits
preparation of a list of the names and addresses of all shareholders, in
alphabetical order by class of shares showing the number and class of shares
held by each; provided, however, such record may be maintained by an agent of
the corporation.
(d) Maintain its records in written form or in another form capable of
conversion into written form within a reasonable time.
(e) Keep a copy of the following records at its principal office:
1. the Articles of Incorporation and all amendments
thereto as currently in effect;
2. the Bylaws and all amendments thereto as currently in
effect;
3. the minutes of all meetings of shareholders and records
of all action taken by shareholders without a meeting,
for the past three years;
4. the financial statements described in Section
23B.16.200(1) of the Washington Business Corporation
Act, for the past three years;
5. all written communications to shareholders generally
within the past three years;
6. a list of the names and business addresses of the
current Directors and officers; and
7. the most recent annual report delivered to the
Washington Secretary of State.
SECTION 8. ACCOUNTING YEAR
The accounting year of the corporation shall be the fiscal year ending on
the last Friday in September, provided that if a different accounting year is at
any time selected by the Board for purposes of federal income taxes, or any
other purpose, the accounting year shall be the year so selected.
SECTION 9. SEAL
The Board may provide for a corporate seal which shall consist of the name
of the corporation, the state of its incorporation and the year of its
incorporation.
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SECTION 10. INDEMNIFICATION
10.1 RIGHT TO INDEMNIFICATION
Each person who was, is or is threatened to be made a party to or is
otherwise involved (including, without limitation, as a witness) in any
threatened, pending or completed action, suit, claim or proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal
(hereafter a "proceeding"), by reason of the fact that he or she is or was a
Director or officer of the corporation or, that being or having been such a
Director or officer or an employee of the corporation, he or she is or was
serving at the request of the corporation as a Director, officer, partner,
trustee, employee or agent of another corporation or of a partnership, joint
venture, trust, employee benefit plan or other enterprise (hereinafter an
"indemnitee"), whether the basis of a proceeding is alleged action in an
official capacity or in any other capacity while serving as such a Director,
officer, partner, trustee, employee or agent, shall be indemnified and held
harmless by the corporation against all losses, claims, damages (compensatory,
exemplary, punitive or otherwise), liabilities and expenses (including
attorneys' fees, costs, judgments, fines, ERISA excise taxes or penalties and
amounts to be paid in settlement and any other expenses) actually and reasonably
incurred or suffered by such indemnitee in connection therewith, and such
indemnification shall continue as to an indemnitee who has ceased to be a
Director, officer or employee of the Company or a Director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise and shall inure to the benefit
of the indemnitee's heirs, executors and administrators. Except as provided in
subsection 10.4 of this Section with respect to proceedings seeking to enforce
rights to indemnification, the corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if a proceeding (or part thereof) was authorized or ratified by the Board.
The right to indemnification conferred in this Section shall be a contract
right.
10.2 RESTRICTIONS ON INDEMNIFICATION
No indemnification shall be provided to any such indemnitee for acts or
omissions of the indemnitee finally adjudged to be intentional misconduct or a
knowing violation of law, for conduct of the indemnitee finally adjudged to be
in violation of Section 23B.08.310 of the Washington Business Corporation Act,
for any transaction with respect to which it was finally adjudged that such
indemnitee personally received a benefit in money, property or services to which
the indemnitee was not legally entitled or if the corporation is otherwise
prohibited by applicable law from paying such indemnification. Notwithstanding
the foregoing, if Section 23B.08.560 or any successor provision of the
Washington Business
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Corporation Act is hereafter amended, the restrictions on indemnification set
forth in this subsection 10.2 shall be as set forth in such amended statutory
provision.
10.3 ADVANCEMENT OF EXPENSES
The right to indemnification conferred in this Section shall include the
right to be paid by the corporation the expenses incurred in defending any
proceeding in advance of its final disposition (hereinafter an "advancement of
expenses"). An advancement of expenses shall be made upon delivery to the
corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified.
10.4 RIGHT OF INDEMNITEE TO BRING SUIT
If a claim under subsection 10.1 or 10.3 of this Section is not paid in
full by the corporation within 60 days after a written claim has been received
by the corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be 20 days, the indemnitee
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim. If successful in whole or in part, in any such suit
or in a suit brought by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of litigating such suit. The indemnitee shall be presumed
to be entitled to indemnification under this Section upon submission of a
written claim (and, in an action brought to enforce a claim for an advancement
of expenses, when the required undertaking has been tendered to the corporation)
and thereafter the corporation shall have the burden of proof to overcome the
presumption that the indemnitee is so entitled.
10.5 PROCEDURES EXCLUSIVE
Pursuant to Section 23B.08.560(2) or any successor provision of the
Washington Business Corporation Act, the procedures for indemnification and the
advancement of expenses set forth in this Section are in lieu of the procedures
required by Section 23B.08.550 or any successor provision of the Washington
Business Corporation Act.
10.6 NONEXCLUSIVITY OF RIGHTS
Except as set forth in subsection 10.5, the right to indemnification and
the advancement of expenses conferred in this Section shall not be exclusive of
any other
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right that any person may have or hereafter acquire under any statute, provision
of the Articles of Incorporation or the Bylaws of the corporation, general or
specific action of the Board or shareholders, contract or otherwise.
10.7 INSURANCE, CONTRACTS AND FUNDING
The corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, partner, trustee, employee or agent of the
corporation or another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any expense, liability or loss, whether
or not the corporation would have the authority or right to indemnify such
person against such expense, liability or loss under the Washington Business
Corporation Act or other law. The corporation may enter into contracts with any
Director, officer, partner, trustee, employee or agent of the corporation in
furtherance of the provisions of this Section and may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Section.
10.8 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION
In addition to the rights of indemnification set forth in subsection 10.1,
the corporation may, by action of the Board, grant rights to indemnification and
advancement of expenses to employees and agents or any class or group of
employees and agents of the corporation (a) with the same scope and effect as
the provisions of this Section with respect to indemnification and the
advancement of expenses of Directors and officers of the corporation; (b)
pursuant to rights granted pursuant to, or provided by, the Washington Business
Corporation Act; or (c) as are otherwise consistent with law.
10.9 PERSONS SERVING OTHER ENTITIES
Any person who, while a Director, officer or employee of the corporation,
is or was serving (a) as a Director, officer, employee or agent of another
corporation of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation or (b) as a partner, trustee or
otherwise in an executive or management capacity in a partnership, joint
venture, trust, employee benefit plan or other enterprise of which the
corporation or a wholly owned subsidiary of the corporation is a general partner
or has a majority ownership shall conclusively be deemed to be so serving at the
request of the corporation and entitled to indemnification and the advancement
of expenses under subsections 10.1 and 10.3 of this Section.
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SECTION 11. AMENDMENTS
Subject to the provisions of any agreement concerning special Board
approval or manner of action provisions which may be entered into by the
shareholders of the corporation, these Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by the Board, except that the Board may
not repeal or amend any Bylaw that the shareholders have expressly provided, in
amending or repealing such Bylaw, may not be amended or repealed by the Board.
The shareholders may also alter, amend and repeal these Bylaws or adopt new
Bylaws. All Bylaws made by the Board may be amended, repealed, altered or
modified by the shareholders.
The foregoing Bylaws were adopted by the Board of Directors on
April 22, 1998.
Xxxxxx X. Xxxxxxx, Xx.
---------------------------
Title: President
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