Exhibit 3.2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
RED LION HOTELS CORPORATION
FIRST
: The name of the corporation is Red Lion Hotels Corporation (hereinafter called
the Corporation).
SECOND
: The address of the Corporations registered office in Washington is 201 W.
North River Drive, Suite 100, Spokane, WA 99201. Thomas L. McKeirnan is the Corporations
registered agent at that address.
THIRD
: The nature of the business and purposes to be conducted by the Corporation are
to engage in, carry on and conduct any lawful act or activity for which corporations may be
organized under the Washington Business Corporation Act, RCW Chapter 23B (hereafter Act).
FOURTH
:
4.1
Authorized Shares
. The amount of the capital stock that the Corporation shall
have authority to issue is fifty-five million (55,000,000) shares, consisting of fifty million
(50,000,000) shares of Common Stock, par value $.01 per share (the Common Stock) and five million
(5,000,000) shares of Preferred Stock, par value of $.01 per share (the Preferred Stock). All
cross references in each subdivision of this ARTICLE FOURTH refer to other paragraphs in such
subdivision unless otherwise indicated.
4.2
Common Stock
.
1. The Board of Directors may, in its discretion, out of funds legally available for the
payment of dividends and at such times and in such manner as determined by the Board of Directors,
declare and pay dividends in the amount determined by the Board of Directors on the Common Stock.
2. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, after there shall have been paid to or set aside for the holders of shares of
Preferred Stock the full preferential amounts to which they are entitled, the holders of
outstanding shares of Common Stock shall be entitled to receive pro rata, according to the number
of shares held by each, the remaining assets of the Corporation available for distribution.
3. Except as otherwise provided by law and except as may be determined by the Board of
Directors with respect to the Preferred Stock pursuant to Section 4.3 of this ARTICLE FOURTH, only
the holders of shares of Common Stock shall be entitled to vote for the election of Directors of
the Corporation and for all other corporate purposes. Upon any such vote the holders of shares of
Common Stock shall, except as otherwise provided by law, be entitled to one vote for each share of
Common Stock held by them respectively.
4. Shareholders of the Corporation shall not have cumulative voting rights.
4.3
Preferred Stock
. The Preferred Stock may be issued from time to time in one or
more series in any manner permitted by law and the provisions of the Articles of Incorporation of
the Corporation, as determined from time to time by the Board of Directors and stated in the
resolution or resolutions providing for the issuance thereof, prior to the issuance of any shares
thereof. Unless otherwise provided in the resolution establishing a series of Preferred Stock,
prior to the issue of any shares of a series so established or to be established, the Board of
Directors may, by resolution, amend the relative rights and preferences of the shares of such
series, and, after the issue of shares of a series whose number has been designated by the Board of
Directors, the resolution establishing the series may be amended by the Board of Directors to
increase (but not above the total authorized shares of the class) or to decrease (but not below the
number of shares of such series then outstanding) the number of shares of that series.
The designations and the powers, preferences and rights, and the qualifications, limitations
or restrictions thereof, of each class of stock shall be governed by the following provisions:
1. The Board of Directors is expressly authorized at any time, and from time to time, to
provide for the issuance of shares of Preferred Stock in one or more series, with such voting
powers, full or limited, or without voting powers and with such designations, preferences and
relative, participating, optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing
for the issue thereof adopted by the Board of Directors except if such resolution or resolutions
conflict with the provisions of the Articles of Incorporation of the Corporation or the Act. Said
resolution or resolutions may provide for (but not limiting the generality thereof) the following:
a) The number of shares to constitute each such series, and the designation of each
such series.
b) The dividend rate of each such series, the conditions and dates upon which such
dividends shall be payable, the relation which such dividends shall bear to the dividends
payable on any other class or classes or on any other series of any class or classes of
stock, and whether such dividends shall be cumulative or noncumulative.
c) Whether the shares of each such series shall be subject to redemption by the
Corporation and if made subject to such redemption, the tunes, prices and other terms and
conditions of such redemption.
d) The terms and amount of any sinking fund provided for the purchase or redemption of
the shares of each such series.
e) Whether or not the shares of each such series shall be convertible into or
exchangeable for shares of any other class or classes or any other series of any other class
or classes of stock of the Corporation, and, if provision be made for conversion or
exchange, the times, prices, rates of exchange, adjustments, and other terms and conditions
of such conversion or exchange.
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f) The extent, if any, to which the holders of the shares of each such series shall be
entitled to vote with respect to the election of directors or otherwise.
g) The restrictions, if any, on the issue or reissue of any additional Preferred Stock.
h) The rights of the holders of the shares of each such series upon the dissolution of,
or upon the distribution of the assets of, the Corporation.
2. Except as otherwise required by law and except for such voting powers with respect to the
election of directors or other matters as may be stated in the resolutions of the Board of
Directors creating any series of Preferred Stock, the holders of any such series shall have no
voting powers whatsoever. Any amendment of the Articles of Incorporation of the Corporation which
shall increase or decrease the number of authorized shares of any class or classes of stock may be
adopted by the affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote.
FIFTH
: The names of the original incorporators of the Corporation are Louis L.
Barbieri and Donald K. Barbieri. The address of the original incorporators is 201 W. North River
Drive Suite 100, Spokane, WA 99201.
SIXTH
: The Corporation shall indemnify to the fullest extent permitted by the Act as
amended from time to time, including amendments which expand the allowable scope of
indemnification, each person who is or was a director or officer of the Corporation both as to an
action in his official capacity and as to action in another capacity while holding such office and
such indemnification shall inure to the benefit of the heirs, executors and administrators of such
a person. The indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders
or disinterested directors or otherwise.
SEVENTH
: No director shall be personally liable to the Corporation or its shareholders
for monetary damages for breach of fiduciary duty as a director for any act or omission occurring
subsequent to the date when this provision becomes effective, except that a director may be liable
(i) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (ii) under Section 23B.08.310 of the Act (liability for unlawful distributions)
or (iii) for any transaction with respect to which it was finally adjudged that such director
personally received a benefit to which such director was not legally entitled. If the Act is
amended to authorize corporate action further eliminating or limiting personal liability of
directors, then the liability of a director of a corporation shall be eliminated or limited to the
fullest extent permitted by the Act as so amended. Any repeal or modification of the foregoing
provisions by shareholders shall not adversely affect any right or protection which existed at the
time of such repeal or modification.
EIGHTH
: The Board of Directors may from time to time make, alter or repeal the by-laws
of the Corporation; provided, however, that any by-laws made, amended or repealed by the Board of
Directors may be amended or repealed, and any by-laws may be made, by the shareholders of the
Corporation.
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NINTH
: The duration of the Corporation is to be perpetual.
TENTH
: No holder of any shares of capital stock shall be entitled as of right to
subscribe for, purchase, or otherwise acquire any shares of any capital stock of the Corporation
which the Corporation proposes to issue or any rights or options which the Corporation proposes to
grant for the purchase of shares of any class of the Corporation or for the purchase of any shares,
bonds, securities or obligations of the Corporation which are convertible into or exchangeable for,
or which carry any rights to subscribe for, purchase, or otherwise acquire shares of any class of
capital stock of the Corporation; and any and all of such shares, bonds, securities or obligations
of the Corporation, whether now or hereafter authorized or created, may be issued, or may be
reissued or transferred if the same have been reacquired and have treasury status, and any and all
of such rights and options may be granted by the Board of Directors to such persons, firms,
corporations and associations, and for such lawful consideration, and on such terms, as the Board
of Directors in its discretion may determine, without first offering the same, or any thereof, to
any said holder.
ELEVENTH
: The headings of the various section and subsections hereof are for
convenience of reference only and shall not affect the interpretation of any of the provisions
hereof.
TWELFTH
: The number of directors of the Corporation which shall constitute the entire
Board of Directors shall be such as from time to time shall be determined by a majority of the then
authorized number of directors, but in no case shall the number be less than three nor more than
13. At the 2011 annual meeting of shareholders, the successor of each director whose term expires
at that meeting shall be elected to hold office for a term expiring at the 2012 annual meeting of
shareholders, or until such directors successor is elected and qualified. At the 2012 annual
meeting of shareholders, the successor of each director whose term expires at that meeting shall be
elected to hold office for a term expiring at the 2013 annual meeting of shareholders, or until
such directors successor is elected and qualified. Each director elected by the shareholders at
and after the 2013 annual meeting of shareholders shall hold office for a term expiring at the next
annual meeting of shareholders, or until such directors successor is elected and qualified. Except
as otherwise provided in these Articles of Incorporation, any newly created directorship resulting
from any increase in the number of directors and any vacancy on the Board of Directors resulting
from death, resignation, removal or other cause may be filled by the affirmative vote of a majority
of the directors then in office, even if such majority is less than a quorum of the Board of
Directors, and the person appointed thereto shall hold office until the next annual meeting of
shareholders, or until such directors successor is elected and qualified. No decrease in the
number of directors constituting the Board of Directors shall shorten the term of any incumbent
director.
THIRTEENTH
: Except as may otherwise be specifically provided in these Articles of
Incorporation, no provision of these Articles of Incorporation is intended by the Corporation to be
construed as limiting, prohibiting, denying, or abrogating any of the general or specific powers or
rights conferred under the Act upon the Corporation, upon its shareholders, bondholders, and
security holders, and upon its directors, officers, and other corporate personnel, including, in
particular, the power of the Corporation to furnish indemnification to directors and
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officers in the capacities defined and prescribed by the Act and prescribed rights of said persons
to indemnification as the same are conferred by the Act.
FOURTEENTH
: From time to time any of the provisions of these Articles of Incorporation
may be amended, altered or repealed, and other provisions authorized by the laws of the State of
Washington at the tune in force may be added or inserted in the manner and at the time prescribed
by said laws, and all rights at any time conferred upon the shareholders of the Corporation by
these Articles of Incorporation are granted subject to the provisions of this ARTICLE FOURTEENTH.
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/s/ Thomas L. McKeirnan
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Thomas L. McKeirnan, Secretary
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Exhibit 3.3
AMENDED AND RESTATED BY-LAWS
OF
RED LION HOTELS CORPORATION
ARTICLE 1
OFFICES
Section 1.1
Principal Executive Office
. The principal executive office (the
Principal Office) of the Corporation shall be located at 201 W. North River Drive, Suite 100,
Spokane, Washington 99201 or such other locations as the Board of Directors shall determine.
Section 1.2
Other Offices
. The Corporation may also have offices at such other
places both within and without the State of Washington as the Board of Directors may determine or
as the business of the Corporation may require.
ARTICLE 2
MEETING OF SHAREHOLDERS
Section 2.1
Annual Meetings
. The annual meeting of shareholders of the Corporation
for the election of directors and the transaction of such other business as may be brought before
the meeting in accordance with the Articles of Incorporation and these By-Laws shall be held on the
date and at the time fixed from time to time by the Board of Directors within thirteen (13) months
after the date of the preceding annual meeting.
The annual meeting of shareholders of the Corporation shall not be called or held otherwise
than as provided in the Articles of Incorporation or in these By-Laws.
Section 2.2
Special Meetings
. Special meetings of shareholders of the Corporation
may be called only at the direction of (i) the Board of Directors by a resolution adopted by the
affirmative vote of a majority of the Board of Directors, or (ii) the holders of not less than a
majority in aggregate of the then issued and outstanding shares of stock of the Corporation
entitled to vote thereat (Voting Shares), upon written request delivered to the Secretary of the
Corporation. Special meetings of shareholders of the Corporation shall not be called or held
otherwise than as provided in the Articles of Incorporation or in these By-Laws.
Section 2.3
Place of Meeting
. Meetings of the shareholders of the Corporation shall
be held at such place, either within or without the State of Washington as the Board of Directors
may determine. In the absence of any such designation, shareholders meetings shall be held at the
Principal Office.
Section 2.4
Business Conducted at Annual Meeting
.
(1) At an annual meeting of shareholders, an item of business may be conducted, and a proposal
may be considered and acted upon, only if such item or proposal is brought before the meeting (i)
by, or at the direction of, the Board of Directors, or (ii) by any shareholder of the Corporation
who is entitled to vote at the meeting and who complies with the procedures set forth in the
remainder of this Section 2.4. This Section 2.4 shall not apply to matters of procedure that,
pursuant to Section 7.12(a) of these By-Laws, are subject to the authority of the chairman of the
meeting.
(2) For an item of business or proposal to be brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a shareholders notice must be delivered to, or mailed and received
at, the Principal Office (i) not less than one hundred twenty (120) days prior to the first
anniversary of the date that the Corporations proxy statement was first released to shareholders
in connection with the previous years annual meeting; (ii) a reasonable time before the
Corporation begins to print and mail its proxy materials if the date of the current years annual
meeting has been changed by more than thirty (30) days from the date of the previous years
meeting; or (iii) not more than seven (7) days following the delivery to shareholders of the notice
of annual meeting with respect to the current years annual meeting, if the Corporation did not
release a proxy statement to shareholders in connection with the previous years annual meeting, or
if no annual meeting was held during such year.
(3) A shareholders notice to the Secretary under Section 2.4(2) shall set forth, as to each
item of business or proposal the shareholder intends to bring before the meeting (i) a brief
description of the item of business or proposal and the reasons for bringing it before the meeting,
(ii) the name and address, as they appear on the Corporations books, of the shareholder and of any
other shareholders that the shareholder knows or anticipates will support the item of business or
proposal, (iii) the number and class of shares of stock of the Corporation that are beneficially
owned on the date of such notice by the shareholder and by any such other shareholders, and (iv)
any financial interest of the shareholder or any such other shareholders in such item of business
or proposal.
(4) The Board of Directors, or a designated committee thereof, may reject a shareholders
notice that is not timely given in accordance with the terms of Section 2.4(2). If the Board of
Directors, or a designated committee thereof, determines that the information provided in a timely
shareholders notice does not satisfy the requirements of Section 2.4(3) in any material respect,
the Secretary of the Corporation shall notify the shareholder of the deficiency in the notice. The
shareholder shall have an opportunity to cure the deficiency by providing additional information to
the Secretary within such period of time, not to exceed five (5) days from the date such deficiency
notice is given to the shareholder, as the Board of Directors or such committee shall reasonably
determine. If the deficiency is not cured within such period, or if the Board of Directors or such
committee determines that the additional information provided by the shareholder, together with
information previously provided, does not satisfy the requirements of Section 2.4(3c) in any
material respect, then the Board of Directors or such committee may reject the shareholders
notice.
(5) Notwithstanding the procedures set forth in Section 2.4(4), if a shareholder desires to
bring an item of business or proposal before an annual meeting, and neither the Board of Directors
nor any committee thereof has made a prior determination of whether the shareholder has complied
with the procedures set forth in this Section 2.4 in connection with such item of business or
proposal, then the chairman of the meeting shall determine and declare at the meeting whether the
shareholder has so complied. If the chairman determines that the shareholder has so complied, then
the chairman shall so state and ballots shall be provided for use at the meeting with respect to
such item of business or proposal. If the chairman determines that the shareholder has not so
complied, then, unless the chairman, in his or her sole and absolute discretion, determines to
waive such compliance, the chairman shall state that the shareholder has not so complied and the
item of business or proposal shall not be brought before the meeting.
This Section 2.4 shall not prevent the consideration and approval or disapproval at the annual
meeting of reports of officers, directors and committees of the Board of Directors, but, in
connection with such reports, no item of business may be conducted, and no proposal may be
considered and acted upon, unless there has been compliance with the procedures set forth in this
Section 2.4 in connection therewith.
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Section 2.5
Notice
. Except as otherwise provided by Washington Business Corporation
Act, RCW Chapter 23B (hereafter Act), or unless lapse of time shall be waived, written notice of
the time, date and place of any shareholders meeting, and, in the case or a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each shareholder at least
ten (10) nor more than sixty (60) days before the date of such a meeting. If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed to the shareholder at his
address as it appears on the records of the Corporation. An affidavit of the Secretary or an
Assistant Secretary or of the transfer agent of the Corporation that the notice has been given
shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Section 2.6
Quorum
. At any meeting of shareholders, the holders of record, present
in person or by proxy, of a majority of the Corporations issued and outstanding shares of stock
entitled to vote at such meeting shall constitute a quorum for the transaction of business, except
as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to
act as secretary of the meeting shall have power to adjourn the meeting from time to time until a
quorum is present. Once a quorum is present, shareholders may continue to transact business at the
meeting notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 2.7
Voting
. When a quorum is present at any meeting, action on a matter is
approved if the votes cast favoring the action exceed the votes cast opposing the action (taking
into account those voting in person or by proxy at the meeting and entitled to vote on the subject
matter unless the question is one upon which by express provision of law or of the Articles of
Incorporation or of these By-Laws a different vote is require, and such approved action shall be
the act of the shareholders.
Section 2.8
Adjourned Meeting
. Any meeting of shareholders may be adjourned from
time to time by the vote of a majority of the shares represented in person or by proxy whether or
not a quorum is present. When a shareholders meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact
any business which might have been transacted at the original meeting; however, if a record date
for the adjourned meeting is or must be fixed in accordance with the Act, notice of the adjourned
meeting must be given to persons who are shareholders as of the new record date.
Section 2.9
Proxies
. Every person entitled to vote for directors or any other matter
shall have the right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed
signed if the shareholders name is placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission or otherwise) by the shareholder or shareholders attorney in fact. A
validly executed proxy which does not state that it is irrevocable shall continue in full force and
effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy
executed by, or delivered to the Corporation stating that the proxy is revoked, or by a subsequent
proxy executed by, or attendance at the meeting and voting in person by the person executing the
proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by
the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy
shall be valid after the expiration of eleven (11) months from the date of the proxy, unless
otherwise provided in the proxy. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the applicable provisions of the Act.
Section 2.10
Shareholder Action by Consent
. Without a meeting any action required or
permitted to be taken at any meeting of shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum number of votes that
would be necessary to
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authorize or take such action at a meeting at which all shares entitled to vote thereon were
present and voting. Prompt notice of the taking of any such action shall be given to those
shareholders who did not consent in writing. Any such consent in writing shall be filed with the
minutes of proceedings of the shareholders. If the Act requires that notice of a proposed action be
given to non-voting shareholders and the action is to be taken by unanimous consent of the voting
shareholders, the Corporation must give its non-voting shareholders written notice of the proposed
action at least 10 days before the action is taken. The notice must contain or be accompanied by
the same material that would have been required to be sent to the non-voting shareholders in a
notice of meeting at which the proposed action would have been submitted to such shareholders for
action.
Section 2.11
Waiver of Notice
. A shareholder may waive any notice required to be
given by these By-Laws, or the Articles of Incorporation of this Corporation, or any of the
corporate laws of the State of Washington, before or after the meeting that is the subject of such
notice. A valid waiver is created by any of the following three methods: (a) in writing, signed by
the shareholder entitled to the notice and delivered to the Corporation for inclusion in its
corporate records; (b) attendance at the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting; or (c) failure to
object at the time of presentation of a matter not within the purpose or purposes described in the
meeting notice.
ARTICLE 3
DIRECTORS
Section 3.1
Powers
. The Board of Directors shall be responsible for the entire
management of the business of this Corporation. In addition to the powers and authorities by these
By-Laws and the Articles of Incorporation expressly conferred upon it, the Board of Directors may
exercise all such corporate powers and do all such lawful acts and things as are not otherwise
prohibited by the Act or by the Articles of Incorporation or by these By-Laws. The Board of
Directors may delegate the management of the day-to-day operations of the business of the
Corporation to a management company or other person, provided that the business and affairs of the
Corporation shall be managed and all corporate power shall be exercised under the ultimate
direction of the Board of Directors.
Section 3.2
Number; Terms
. The number of directors of the Corporation which shall
constitute the entire Board of Directors shall be such as from time to time shall be determined by
a majority of the then authorized number of directors, but in no case shall the number be less than
three nor more than 13. At the 2011 annual meeting of shareholders, the successor of each director
whose term expires at that meeting shall be elected to hold office for a term expiring at the 2012
annual meeting of shareholders, or until such directors successor is elected and qualified. At the
2012 annual meeting of shareholders, the successor of each director whose term expires at that
meeting shall be elected to hold office for a term expiring at the 2013 annual meeting of
shareholders, or until such directors successor is elected and qualified. Each director elected by
the shareholders at and after the 2013 annual meeting of shareholders shall hold office for a term
expiring at the next annual meeting of shareholders, or until such directors successor is elected
and qualified.
Section 3.3
Nominations and Qualifications of Directors
.
(1) Nominations of candidates for election as directors at an annual meeting of shareholders
may only be made (i) by, or at the direction of, the Board of Directors or (ii) by any shareholder
of the Corporation who is entitled to vote at the meeting and who complies with the procedures set
forth in the remainder of this Section 3.3.
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(2) If a shareholder proposes to nominate one or more candidates for election as directors at
an annual meeting, the shareholder must have given timely notice thereof to the Secretary of the
Corporation. To be timely, a shareholders notice must be delivered to, or mailed and received at,
the Principal Office (i) not less than one hundred twenty (120) days prior to the first anniversary
of the date that the Corporations proxy statement was released to shareholders in connection with
the previous years annual meeting; (ii) a reasonable time before the Corporation begins to print
and mail its proxy materials if the date of this years annual meeting has been changed by more
than thirty (30) days from the date of the previous years meeting; or (iii) not more than seven
(7) days following the delivery to shareholders of the notice of annual meeting with respect to the
current years annual meeting, if the Corporation did not release a proxy statement to shareholders
in connection with the previous years annual meeting, or if no annual meeting was held during such
year.
(3) A shareholders notice to the Secretary under Section 3.3(2) shall set forth, as to each
person whom the shareholder proposes to nominate for election as a director (i) the name, age,
business address and residence address of such person, (ii) the principal occupation or employment
of such person, (iii) the number and class of shares of stock of the Corporation that are
beneficially owned on the date of such notice by such person and (iv) if the Corporation at such
time has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the Exchange Act), any other information relating to such person required to be
disclosed in solicitations of proxies with respect to nominees for election as directors pursuant
to Regulation 14A under the Exchange Act, including but not limited to information required to be
disclosed by Schedule 14A of Regulation 14A, and any other information that the shareholder would
be required to file with the Securities and Exchange Commission in connection with the
shareholders nomination of such person as a candidate for director or the shareholders opposition
to any candidate for director nominated by, or at the direction of, the Board of Directors. In
addition to the above information, a shareholders notice to the Secretary under Section 3.3(2)
shall (A) set forth (i) the name and address, as they appear on the Corporations books, of the
shareholder and of any other shareholders that the shareholder knows or anticipates will support
any candidate or candidates nominated by the shareholder and (ii) the number and class of shares of
stock of the Corporation that are beneficially owned on the date of such notice by the shareholder
and by any such other shareholders and (B) be accompanied by a statement in the form of a record,
executed and acknowledged by each candidate nominated by the shareholder, that the candidate agrees
to be so nominated and to serve as a director of the Corporation if elected at the annual meeting.
(4) The Board of Directors, or a designated committee thereof, may reject any shareholders
nomination of one or more candidates for election as directors if the nomination is not made
pursuant to a shareholders notice timely given in accordance with the terms of Section 3.3(2). If
the Board of Directors, or a designated committee thereof, determines that the information provided
in a shareholders notice does not satisfy the requirements of Section 3.3(3) in any material
respect, the Secretary of the Corporation shall notify the shareholder of the deficiency in the
notice. The shareholder shall have an opportunity to cure the deficiency by providing additional
information to the Secretary within such period of time, not to exceed five (5) days from the date
such deficiency notice is given to the shareholder, as the Board of Directors or such committee
shall reasonably determine. If the deficiency is not cured within such period, or if the Board of
Directors or such committee determines that the additional information provided by the shareholder,
together with information previously provided, does not satisfy the requirements of Section 3.3(3)
in any material respect, then the Board of Directors or such committee may reject the shareholders
notice.
(5) Notwithstanding the procedures set forth in Section 3.3(4), if a shareholder proposes to
nominate one or more candidates for election as directors at an annual meeting, and neither the
Board of Directors nor any committee thereof has made a prior determination of whether the
shareholder has complied with the procedures set forth in this Section 3.3 in connection with such
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nomination, then the chairman of the annual meeting shall determine and declare at the annual
meeting whether the shareholder has so complied. If the chairman determines that the shareholder
has so complied, then the chairman shall so state and ballots shall be provided for use at the
meeting with respect to such nomination. If the chairman determines that the shareholder has not
so complied, then, unless the chairman, in his or her sole and absolute discretion, determines to
waive such compliance, the chairman shall state that the shareholder has not so complied and the
defective nomination shall be disregard.
(6) All directors of the Corporation shall be at least twenty-one years of age. Directors need
not be shareholders or residents of the State of Washington. At each meeting of shareholders for
the election of directors at which a quorum is present, the persons receiving a plurality of the
votes cast shall be elected directors.
Section 3.4
Meetings
.
(1) Regular meetings of the Board of Directors shall be held at such times and places as may
from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting.
Special meetings of the Board of Directors may be held at any time upon the call of the Chairman of
the Board, the President, the Vice President or two or more directors. Oral or written notice of
each special meeting of the Board of Directors, stating the time and place of the meeting, shall
(i) be given to each director not less than two days before such meeting or (ii) be delivered to
the director personally by facsimile or by telephoning not less than one (1) day before the
meeting. A meeting of the Board of Directors may be held without notice immediately after the
annual meeting of the shareholders. Notice need not be given of regular meetings of the Board of
Directors.
(2) Members of the Board of Directors or any committee designated by the Board of Directors
may participate in a meeting through use of conference telephone or similar communications
equipment, so long as all members participating in such meeting can hear each other. Such
participation constitutes presence in person at such meeting.
(3) Whenever notice is required to be given to any director pursuant to the Act, the
Corporations Articles of Incorporation or these By-Laws, a written waiver thereof, signed by such
director, whether before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a director at a meeting shall constitute a waiver of notice of such meeting except
when the director attends the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully called or convened.
All such waivers, consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
Section 3.5
Quorum
. A majority of the total number of directors shall constitute a
quorum for the transaction of business. If a quorum is not present at any meeting of the Board of
Directors, the directors present may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until such a quorum is present. Except as otherwise provided by
the Act, the Articles of Incorporation of the Corporation, these By-Laws or any contract or
agreement to which the Corporation is a party, the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of Directors. A meeting at
which a quorum is initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority of the required
quorum for such meeting. Any meeting of the Board of Directors may be adjourned and continued at a
later time, including a meeting at which a quorum is not present. Notwithstanding Section 4 of this
Article, notice of the adjourned meeting or of the business to be transacted therein, other than by
announcement at the meeting of which the adjournment is taken, shall
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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.
Section 3.6
Committees of Directors
. The Board of Directors may, by resolution
adopted by a majority of the full Board of Directors, designate from among its members an Executive
Committee and one or more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of the Board of Directors, except no such
committee shall have the authority to (a) authorize or approve a distribution except according to a
general formula or method prescribed by the Board of Directors; (b) approve or propose to
shareholders action which the corporate law requires to be approved by shareholders; (c) fill
vacancies on the Board of Directors or on any of its committees; (d) amend Articles of
Incorporation; (e) adopt, amend, or repeal By-Laws; (f) approve a plan of merger not requiring
shareholder approval; or (g) authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences, and limitations on a class
or series of shares, except that the Board of Directors may authorize a committee, or a senior
executive officer of the Corporation, to do so within limits specifically prescribed by the Board
of Directors. At such time as the stock of the Corporation may be publicly traded upon any
exchange, there shall be an Audit Committee of one or more independent directors and a Compensation
Committee of one or more independent directors.
Section 3.7
Action Without Meeting
. Any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board of Directors or any committee, as the case may be, consent in writing to
such action and the writing or writings are filed with the minutes or proceedings of the Board of
Directors or committee, as the case may be.
Section 3.8
Fees and Compensation
. Directors and members of committees may receive
such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed
or determined by resolution of the Board of Directors. No such payment shall preclude any director
from serving this Corporation in any other capacity and receiving compensation therefor.
Section 3.9
Vacancies
. Except as otherwise provided in these By-Laws, any newly
created directorship resulting from any increase in the number of directors and any vacancy on the
Board of Directors resulting from death, resignation, removal or other cause may be filled by the
affirmative vote of a majority of the directors then in office, even if such majority is less than
a quorum of the Board of Directors, and the person appointed thereto shall hold office until the
next annual meeting of shareholders, or until such directors successor is elected and qualified.
No decrease in the number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.
Section 3.10
Resignation of Directors
. Any director may resign at any time. Such
resignation shall be made in writing and shall take effect at the time specified therein, and if no
time be specified, shall take effect at the time of its receipt by the Chairman, the Chief
Executive Officer or the Secretary of the Corporation. The acceptance of a resignation shall not be
necessary to make it effective. No resignation shall discharge any accrued obligation or duty of a
director.
Section 3.11
Removal of Directors
. A duly elected director of the Corporation may be
removed from such position, with or without cause, only by the affirmative vote of the holders of a
majority of the shares entitled to vote in the election of such director as provided in the
Articles of Incorporation.
Section 3.12
Chairman
. The Board of Directors may select one of its members to be
Chairman. The Chairman shall have such powers and perform such duties which are commonly associated
with the office of Chairman, including, presiding at meetings of the Board of Directors and at
shareholder
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meetings. The Chairman shall also have such powers and perform such duties as are set forth in
these By-Laws and as may from time to time be assigned to him by the Board of Directors.
Section 3.13
Vice Chairman of the Board
. The Vice-Chairman of the Board, if there be
any, shall be a member of the Board of Directors and shall have such powers and perform such duties
as may from time to time be assigned to him or her by the Board of Directors.
Section 3.14
Interested Directors and Officers
.
(1)
Contracts and Transactions
. No contract or transaction between the Corporation
and one or more of its directors or officers, or between the Corporation and any other corporation,
partnership, association or other organization in which one or more of its directors or officers
are also directors or officers, or have a financial interest, shall be void or voidable solely for
such reason, or solely because the director or officer is present at or participates in the meeting
of the Board of Directors which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:
(a)
Disclosure to Board
. The material facts as to his interest and as to the contract
or transaction are disclosed or known to the Board of Directors and the Board of Directors in good
faith authorizes the contract or transaction by a vote sufficient for such purpose without counting
the vote of the interested director or directors, even though the disinterested directors be less
than a quorum; or
(b)
Disclosure to Shareholders
. The material facts as to his interest and as to the
contract or transaction are disclosed or are known to the shareholders entitled to vote thereon,
and the contract or transaction is specifically approved in good faith by a vote of the
shareholders; or
(c)
Fairness
. The contract or transaction is fair to the Corporation as of the time
it is authorized, approved, or ratified, by the Board of Directors or the shareholders.
(3)
Quorum
. Interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors which authorizes a contract or transaction in the
preceding section.
Section 3.15
Presumption of Assent
. A director of this Corporation who is present at
a meeting of the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless: (a) the director objects at the beginning of
the meeting, or promptly upon the directors arrival, to the holding of the meeting or transacting
business at the meeting; (b) the directors dissent or abstention from the action taken is entered
in the minutes of the meeting; or (c) the director shall file written dissent or abstention with
the presiding officer of the meeting before such adjournment or to the Corporation within a
reasonable time after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
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ARTICLE 4
OFFICERS
Section 4.1
Officers
. The officers of the Corporation shall consist of a President,
a Secretary, a Chief Financial Officer (Treasurer) and such other additional officers with such
titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at
the pleasure of the Board of Directors. Any number of offices may be held by the same person. Such
officers shall have the usual powers and shall perform all the usual duties incident to their
respective offices. All officers shall be subject to the supervision and direction of the Board of
Directors. The authority, duties or responsibilities of any officer of the Corporation may be
suspended by the President with or without cause. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors with or without cause. No officer need be a
shareholder of this Corporation.
Section 4.2
Other Officers
. The Board of Directors, at its discretion, may appoint,
or empower the President to appoint, one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, or such other officers as the business of the
Corporation may require, each of whom shall hold office for such period, have such authority and
perform such duties as the Board of Directors or the President may from time to time determine.
Section 4.3
Removal
. Any officer may be removed, either with or without cause, by
the Board of Directors, at any regular or special meeting thereof, or, except in the case of an
officer chosen by the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors (subject, in each case, to the rights, if any, of an officer
under an employment contract).
Section 4.4
Resignation
. Any officer may resign at any time by giving written notice
to the Board of Directors, the President, or to the Secretary of the Corporation without prejudice
to the rights, if any, of the Corporation under any contract to which the officer is a party. Any
such resignation shall take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 4.5
Vacancies
. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner prescribed in these
By-Laws for regular appointments to such office.
Section 4.6
Salaries
. The salaries, if any, of the officers shall be fixed from time
to time by the Board of Directors or the committee of the Board designated for that purpose. No
officers shall be prevented from receiving such salary by reason of the fact that said officer is
also a director of this Corporation.
ARTICLE 5
INDEMNIFICATION
Section 5.1
Indemnification Rights
. To the fullest extent permitted by the Act, as
the same may be amended and supplemented, the Corporation shall indemnify each current or former
director or officer of the Corporation from and against any and all expenses, liabilities or other
matters referred to in or covered by the Act, including, without limitation, by reason of his
current or former position with the Corporation or by reason of the fact that he is or was serving,
at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
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Section 5.2
Nonexclusivity
. The indemnification provided for herein shall not be
deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law,
agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such person. Except as may otherwise
be specifically provided in these By-Laws, no provision of these By-Laws is intended by the
Corporation to be construed as limiting, prohibiting, denying or abrogating any of the general or
specific powers or rights conferred under the Act upon the Corporation, upon its shareholders,
bondholders and security holders, and upon its directors, officers, employees or agents, including
in particular the power of the Corporation to furnish indemnification to directors, officers,
employees and agents in the capacities defined and prescribed by the Act and prescribed rights of
said persons to indemnification as the same are conferred by the Act.
Section 5.3
Advancement of Expenses
. The rights granted herein shall include the
right to be paid by the Corporation the expenses incurred in defending any proceeding in advance of
its final disposition, provided, however, that the payment of such expenses shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director, officer, employee
or agent, to repay all amounts so advanced if it shall ultimately be determined that such director,
officer, employee or agent is not entitled to indemnification.
ARTICLE 6
SHARES AND SHAREHOLDERS
Section 6.1
Share Certificates
.
(1) The Corporation may issue a certificate or certificates representing shares of its stock.
No shares of this Corporation shall be issued unless authorized by the Board or a committee of 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. Certificates for shares of the Corporation shall be in such form as is consistent with
the provisions of the Act and shall state: 1) The name of the Corporation and that the Corporation
is organized under the laws of the State of Washington; 2)The name of the person to whom issued;
and 3) The number and class of shares and the designation of the series, if any, which such
certificate represents. Any or all of the signatures on the certificate may be a facsimile. The
Board of Directors may appoint one or more transfer agents and registrars for its stock of any
class or classes and may require stock certificates to be countersigned and registered by one or
more of the transfer agents and registrars. In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent of registrar before such certificate is issued, such certificate may
be issued by the Corporation with the same effect as if such person were an officer, transfer agent
or registrar at the date of issue. The Corporation shall be entitled to issue shares of its capital
stock without certificates representing such shares if the Board of Directors of the Corporation
shall so resolve.
(2) There shall be set forth on the face or back of a certificate which the Corporation may
issue to represent a class or series of stock one of the following: (1) a statement of the powers,
designations, preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights, or (2) a summary of the statement described in subsection 1.B.(1) above.
If a security of the Corporation is subject to a restriction on the transfer or registration thereof, such restriction shall be
noted, in writing, conspicuously upon the certificate representing the security.
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(3) The Corporation may, but shall not be required to, issue certificates representing a
fraction of a share and, in this event, the holder thereof shall have all the rights appurtenant to
ownership of that interest in the Corporation. If the Corporation elects not to issue certificates
representing a fraction of a share to the persons entitled thereto, it shall, at its election,
either:
(4) Arrange for disposition of the fractional interest by those entitled thereto.
(5) Pay in cash the fair value of fractions of a share as of the time when those entitled to
receive such fractions are determined.
(6) Issue scrip or warrants in registered or bearer which entitles the holder to receive a
full share upon surrender of such scrip or warrants aggregating one or more full shares, which
scrip or warrants may, if the Board of Directors elects, either become (i) void if not so
surrendered on or before a specified date, or (ii) subject to such other conditions or limitations
as may be designated by the Board of Directors.
Section 6.2
Transfer of Certificates
. Where a certificate for shares is presented to
the Corporation or its transfer clerk or transfer agent with a request to register a transfer of
shares, the Corporation is under a duty to register the transfer, cancel the certificate presented,
and issue a new certificate if: (a) the certificate is endorsed or the instructions were originated
by the appropriate person or persons; (b) reasonable assurance is given that those endorsements or
instructions are genuine and effective; (c) the Corporation has no duty to inquire into adverse
claims or has discharged any such duty; (d) any applicable law relating to the collection of taxes
has been complied with; and (e) reasonable assurance is given that the transfer is in fact rightful
or is to a bona fide purchaser.
Section 6.3
Lost Certificates
. Where a certificate is alleged to have been lost,
destroyed or wrongfully taken, the Corporation shall issue a new certificate in place of the
original if the owner: (a) so requests, in writing, before the Corporation has notice that the
certificate has been acquired by a bona fide purchaser; and (b) if so requested by the Board of
Directors, gives the Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, destruction or wrongful taking of such certificate
or the issuance of such new certificate. Except as provided above, no new certificate for shares
shall be issued in lieu of an old certificate unless the Corporation is ordered to do so by a court
judgment in an action brought in a court of appropriate jurisdiction.
Section 6.4
Registration of Shares
. The Corporation shall recognize the person or
persons registered in its stock ledger as the exclusive owner and holder of the shares registered
in his name and as the shareholder for all purposes herein with the exclusive rights inter alia
to vote the shares, to receive dividends declared with respect to the shares, to transfer the
shares to others, and to exercise any other rights of shareholders. The Corporation shall have no
obligation to recognize any equitable or other claim or interest in any shares on the part of any
person or persons other than the registered owner, as set forth in the stock ledger, whether or not
the Corporation shall have any notice thereof, except as may otherwise be provided by the laws of
the State of Washington. Shares for the purposes hereof, shall mean shares of the Corporations
stock authorized by its Articles of Incorporation and registered in the stock ledger as issued and
outstanding, including any one or more classes of stock so authorized and whether or not such share
is deemed to have voting or other privileges. It is the duty of every shareholder to notify this
Corporation of the shareholders post office address.
Section 6.5
Record Date
. For the purpose of determining shareholders 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 of Directors may fix in advance a record date for any such determination
of shareholders, such date in any
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case to be not more than seventy (70) days and, in case of a meeting of shareholders, not less than
ten (10) days prior to the date on which the particular action, requiring such determination of
shareholders, 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 of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors 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, such
determination shall apply to any adjournment thereof unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 6.6
Voting Record
. The officer or agent having charge of the stock transfer
books for shares of this Corporation shall make at least ten (10) days before each meeting of
shareholders a complete record of the shareholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and the number of shares
held by each. Such record shall be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of the meeting for the
purposes thereof.
ARTICLE 7
GENERAL PROVISIONS
Section 7.1
Notices
. Whenever any statute, the Articles of Incorporation or these
By-Laws requires notice to be given to any director or shareholder, such notice may be given in
writing by mail, addressed to such director or shareholder at his address as it appears on the
records of the Corporation, with postage thereon prepaid. Such notices shall be deemed to have been
given when it is deposited in the United States mail. Notice to directors may also be given by
facsimile or telephone.
Section 7.2
Dividends and Reserves
. The Board of Directors, from time to time, may
determine whether any, and, if any, what part, of its net assets in excess of its capital available
therefor pursuant to applicable law and the Articles of Incorporation shall be declared by it as
dividends on the stock of the Corporation. The Board of Directors, in its discretion, in lieu of
declaring any such dividend, may use and apply any of such net profits or net assets as a reserve
for working capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it may think
conducive to the best interests of the Corporation.
Section 7.3
Seal
. The corporate seal of the Corporation shall be in the form of a
circle and shall bear the name of the Corporation and the year and state of its incorporation.
Section 7.4
Fiscal Year
. The fiscal year of the Corporation shall be fixed by the
Board of Directors.
Section 7.5
Record Date; Books and Records
.
(1) The Board of Directors may fix, in advance, a record date for the determination of the
shareholders entitled to notice of and to vote at any meeting of shareholders, to receive any
report, to receive any dividend or distribution, or any allotment of rights, or to exercise rights
in respect to any change, conversion, or exchange of shares.
(2) The Corporation shall keep adequate and correct books and records of account and shall
keep minutes of the proceedings of its shareholders, Board of Directors and committees of the Board
of Directors and shall keep at its Principal Office or at the office of its transfer agent or
registrar, a
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record of its shareholders, giving the names and addresses of all shareholders and the number and
class of shares held by each. Such minutes shall be kept in written form. Such other books and
records shall be kept either in written form or in any other form capable of being converted into
written form.
Section 7.6
Check, Drafts, Etc
. All checks, drafts or other orders for payment of
money, notes or other evidences of indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time
to time, shall be determined by resolution of the Board of Directors.
Section 7.7
Authority to Execute Contracts
. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the Corporation, subject to the applicable laws of the State of
Washington. Such authority may be general or confined to specific instances and, unless so
authorized by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or to any amount.
Section 7.8
Representation of Shares of Other Corporations
. The President or any
Vice President and the Secretary or any Assistant Secretary of this Corporation are authorized to
vote, represent and exercise on behalf of this Corporation all rights incident to any and all
shares of any other corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of this Corporation any
and all shares held by this Corporation in any other corporation or corporations may be exercised
either by such officers in person or by any other person authorized so to do by proxy or power of
attorney duly executed by said officers.
Section 7.9
Construction and Definitions
. Unless the context otherwise requires, the
general provisions, rules of construction and definitions contained in the Act shall govern the
construction of these By-Laws. Without limiting the generality of the foregoing, the masculine
gender includes the feminine and neuter, the singular number includes the plural and the plural
number includes the singular, and the term person includes a corporation as well as a natural
person.
Section 7.10
Books and Records
. The Corporation shall keep as permanent records
minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken
by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a
committee of the Board of Directors exercising the authority of the Board of Directors on behalf of
the Corporation; shall maintain appropriate accounting records; and the Corporation 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 shall keep a copy of the following records at its
Principal Office:
(1) The Articles or Restated Articles of Incorporation and all amendments to them currently in
effect;
(2) The By-Laws or Restated By-Laws and all amendments to them currently in effect;
(3) The minutes of all shareholders meetings, and records of all actions taken by
shareholders without a meeting, for the past three (3) years;
(4) 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,
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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;
(5) All written communications to shareholders generally within the past three (3) years;
(6) A list of the names and business addresses of its current directors and officers; and
(7) Its most recent annual report delivered to the Corporations Division of the State of
Washington.
Section 7.11
Financial Statements
. Not later than four (4) months after the close of
its fiscal year, and in any event prior to the annual meeting of shareholders, the Corporation
shall prepare a balance sheet and income statement as of the close of the fiscal year. Upon written
request, the Corporation shall mail to any shareholder a copy of the most recent balance sheet and
income statement. If the annual financial statements are reported upon by a public accountant, the
accountants report must accompany them. If not, the statements must be accompanied by the
statement required by Washington law, which is signed by the President or a person responsible for
the Corporations accounting records.
Section 7.12
Rules of Order
. The rules contained in the most recent edition of
Roberts Rules of Order, Revised, shall govern all meetings of shareholders and directors where
those rules are not inconsistent with the Articles of Incorporation or these By-Laws, subject to
the following:
(a) The chairman of the meeting shall have absolute authority over matters of procedure, and
there shall be no appeal from the ruling of the chairman. If the chairman in his or her absolute
discretion deems it advisable to dispense with the rules of parliamentary procedure for any meeting
or any part thereof, the chairman shall so state and shall clearly state the rules under which the
meeting or appropriate part thereof shall be conducted.
(b) If disorder should arise which prevents continuation of the legitimate business of the
meeting, or if the chairman should otherwise determine that it is desirable to do so, the chairman
may quit the chair and announce the adjournment of the meeting. Upon so doing, the meeting shall
be deemed immediately adjourned, subject to being reconvened in accordance with Section 2.8 of
these By-Laws.
(c) The chairman may ask or require that anyone not a bona fide shareholder or proxy leave the
meeting of shareholders.
(d) Without limiting the requirements of Section 2.4 and Section 3.3 of these By-Laws, a
resolution or motion at a meeting of shareholders shall be considered for vote only if proposed by
a shareholder or duly authorized proxy and seconded by an individual who is a shareholder or duly
authorized proxy other than the individual who proposed the resolution or motion.
ARTICLE 8
AMENDMENTS
Subject to any limitations imposed by law or the Articles of Incorporation these By-Laws may
be altered, amended, supplemented or repealed, or new By-Laws may be adopted, (a) at any annual or
special meeting of the shareholders by affirmative vote of all shareholders or (b) at any regular
or special
14
meeting of the Board of Directors by affirmative vote of a majority of the Board of Directors. In
either case, notice of the proposed amendment must be given in the Notice of the meeting.
The undersigned, being the Secretary of Red Lion Hotels Corporation, hereby certifies that the
foregoing Amended and Restated By-Laws were adopted by the Board of Directors of the Corporation
effective May 19, 2011.
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/s/ Thomas L. McKeirnan
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Thomas L. McKeirnan, Secretary
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