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Washington
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001-35424
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91-0186600
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, No Par Value
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HMST
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Nasdaq Stock Market LLC
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[ ]
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Emerging growth Company
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[ ]
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12(a) of the Exchange Act.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 8.01
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Other Events
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Item 9.01
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Financial Statements and Exhibits
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HomeStreet, Inc.
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By:
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/s/ Godfrey B. Evans
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Godfrey B. Evans
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EVP, General Counsel, Chief Administrative Officer and Corporate Secretary
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(a)
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Amendment of the Articles of Incorporation.
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(b)
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Adoption of a plan of merger or share exchange.
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(c)
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The sale, lease, exchange or other disposition of all or substantially all of the property of the corporation, other than in the usual and regular course of business.
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(d)
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Dissolution of the corporation.
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1.1
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ANNUAL MEETING.
...............................................................................................................................................1
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1.2
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SPECIAL MEETINGS.
............................................................................................................................................1
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1.3
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PLACE OF MEETING.
...........................................................................................................................................5
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1.4
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NOTICE OF MEETING.
.........................................................................................................................................5
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1.5
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WAIVER OF NOTICE.
............................................................................................................................................5
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1.6
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QUORUM; ADJOURNMENT AND POSTPONEMENT.
.....................................................................................6
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1.7
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PROXIES.
.................................................................................................................................................................6
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1.8
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VOTING OF SHARES; REQUIRED VOTE.
.........................................................................................................6
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1.9
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CONDUCT OF MEETINGS.
..................................................................................................................................7
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1.10
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TELEPHONIC MEETINGS.
..................................................................................................................................8
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1.11
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RECORD DATE.
......................................................................................................................................................8
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1.12
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NOTICE OF SHAREHOLDER BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING OF SHAREHOLDERS
..................................................................................................................................................8
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1.13
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SUBMISSION OF QUESTIONNAIRE AND REPRESENTATION AND AGREEMENT.
..............................15
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1.14
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ELIGIBILITY REQUIREMENTS OF DIRECTOR NOMINEES
.......................................................................16
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2.1
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GENERAL POWERS.
............................................................................................................................................16
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2.2
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NUMBER AND QUALIFICATION.
.....................................................................................................................16
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2.3
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ELECTION AND TERM OF OFFICE.
................................................................................................................16
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2.4
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CHAIRMAN OF THE BOARD; VICE CHAIRMAN OF THE BOARD; AND LEAD INDEPENDENT DIRECTOR.
............................................................................................................................................................16
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2.5
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REGULAR MEETINGS.
........................................................................................................................................17
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2.6
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SPECIAL MEETINGS.
...........................................................................................................................................17
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2.7
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NOTICE.
..................................................................................................................................................................17
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2.8
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WAIVER OF NOTICE.
...........................................................................................................................................17
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2.9
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QUORUM.
...............................................................................................................................................................18
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2.10
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MANNER OF ACTING.
.........................................................................................................................................18
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2.11
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VACANCIES.
...........................................................................................................................................................18
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2.12
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RESIGNATION AND REMOVAL.
.........................................................................................................................18
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2.13
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COMPENSATION.
..................................................................................................................................................18
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2.14
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PRESUMPTION OF ASSENT.
...............................................................................................................................18
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2.15
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CONSENT IN LIEU OF MEETING.
.....................................................................................................................19
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2.16
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COMMITTEES.
.......................................................................................................................................................19
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2.17
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TELEPHONIC MEETINGS.
...................................................................................................................................19
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3.1
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DESIGNATION.
.......................................................................................................................................................20
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3.2
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ELECTION AND TERM OF OFFICE.
...............................................................................................................20
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3.3
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RESIGNATION AND REMOVAL.
.......................................................................................................................20
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3.4
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VACANCIES.
.........................................................................................................................................................20
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3.5
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PRESIDENT.
.........................................................................................................................................................20
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3.6
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CHIEF EXECUTIVE OFFICER.
.........................................................................................................................20
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3.7
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CHIEF FINANCIAL OFFICER.
..........................................................................................................................21
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3.8
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SECRETARY.
.........................................................................................................................................................21
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3.9
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TREASURER.
.........................................................................................................................................................22
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3.10
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EXECUTIVE VICE PRESIDENTS.
......................................................................................................................22
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3.11
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OTHER OFFICERS.
..............................................................................................................................................22
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4.1
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CERTIFICATES FOR SHARES; UNCERTIFICATED SHARES.
...................................................................22
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4.2
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RULES AND REGULATIONS CONCERNING THE ISSUE, TRANSFER AND REGISTRATION OF SHARES.
..................................................................................................................................................................23
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4.3
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SHARES WITHOUT CERTIFICATES.
..............................................................................................................23
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4.4
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LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES.
...............................................................23
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5.1
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MINUTES.
..............................................................................................................................................................23
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5.2
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ACCOUNTING RECORDS.
..................................................................................................................................23
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5.3
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STOCK RECORDS.
................................................................................................................................................24
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5.4
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OTHER RECORDS.
...............................................................................................................................................24
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5.5
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REPORTS.
..............................................................................................................................................................24
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9.1
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INDEMNITEE.
......................................................................................................................................................25
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9.2
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RIGHT TO INDEMNIFICATION.
.......................................................................................................................25
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9.3
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RIGHT OF CLAIMANT TO BRING SUIT.
.........................................................................................................26
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9.4
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NONEXCLUSIVITY OF RIGHTS.
.......................................................................................................................27
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9.5
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INSURANCE, CONTRACT, AND FUNDING.
....................................................................................................27
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9.6
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INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION.
....................................27
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10.1
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RULES OF ORDER.
..............................................................................................................................................27
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10.2
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SHARES OF ANOTHER CORPORATION.
.........................................................................................................27
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10.3
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ORAL, WRITTEN AND ELECTRONIC NOTICE.
..........................................................................................27
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(a)
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A special meeting of shareholders may be called at any time only by (i) the Board, (ii) the Chairman of the Board (the “
Chairman
”), (iii) the President of the corporation (the “
President
”) or (iv) the Secretary of the corporation (the “
Secretary
”) upon the request of one or more shareholders holding at least ten percent of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting on the matter or matters proposed to be brought before the proposed special meeting;
provided
,
however
, that a special meeting requested by one or more shareholders pursuant to this
Section 1.2
(a “
Shareholder Requested Special Meeting
”) shall be called by the Secretary only if the shareholder(s) requesting such meeting comply with this
Section 1.2
and applicable law. No business may be transacted at a special meeting of shareholders other than business that is either (A) Proposed Business (as defined below) stated in a valid Special Meeting Request (as defined below), (B) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board or (C) otherwise properly brought before a special meeting by or at the direction of the Board or the chairman of the meeting. For purposes hereof, a “
Requesting Person
” shall mean (x) the shareholder of record making the request to fix a Requested Record Date (as defined below) for the purpose of determining the shareholders entitled to request that the Secretary call a special meeting, (y) the beneficial owner or beneficial owners, if different from the shareholder of record, on whose behalf such request is made and (z) any affiliate of such shareholder of record or beneficial owner(s).
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(b)
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No shareholder may request that the Secretary call a special meeting of shareholders pursuant to
Section 1.2(a)
unless a shareholder of record has first submitted a request in writing that the Board fix a record date (a “
Requested Record Date
”) for the purpose of determining shareholders entitled to request that the Secretary call such special meeting, which request shall be in proper form and delivered to the Secretary at the principal executive offices of the corporation. To be in proper form, such request shall:
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i.
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Bear the signature and the date of signature by the shareholder of record submitting such request and set forth the name and address of such shareholder as they appear in the corporation’s books;
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ii.
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Include (A) a reasonably brief description of the purpose or purposes of the special meeting and the business proposed to be conducted at the special meeting (the “
Proposed Business
”), the reasons for conducting the Proposed Business at the special meeting and any material interest in the Proposed Business of each Requesting Person and (B) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Requesting Persons or (y) between or among any Requesting Person and any other person or entity (including their names) in connection with the request for the special meeting or the Proposed Business;
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iii.
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As to each Requesting Person, include the information required to be set forth in a notice under
Section 1.12(c)(i)
,
(ii)
and
(iv)
of these Bylaws, except that for purposes of this
Section 1.2(b)
, the term “
Requesting Person
” shall be substituted for the term “
Noticing Shareholder
” in all places it appears in
Section 1.12
of these Bylaws.
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(c)
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Within ten business days after the Secretary receives a request to fix a Requested Record Date in proper form and otherwise in compliance with this
Section 1.2
from any shareholder of record, the Board may adopt a resolution fixing a Requested Record Date for the purpose of determining the shareholders entitled to request that the Secretary call a special meeting, which date shall not precede the date upon which the resolution fixing the Requested Record Date is adopted by the Board. Notwithstanding anything in this
Section 1.2(c)
to the contrary, no Requested Record Date shall be fixed if the Board determines that the request or requests that would otherwise be submitted following such Requested Record Date could not comply with the requirements set forth in clause (ii) or (iv) of
Section 1.2(e)
below.
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(d)
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Without qualification, a special meeting of the shareholders shall not be called pursuant to
Section 1.2(a)
unless one or more shareholders as of the Requested Record Date holding at least ten percent of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting on the matter or matters proposed to be brought before the proposed special meeting (the “
Requisite Percentage
”) timely provide one or more requests to call such special meeting in writing and in proper form to the Secretary at the principal executive offices of the Corporation. To be timely, a shareholder’s request to call a special meeting must be delivered to the Secretary at the principal executive offices of the corporation not later than the 60th day following the Requested Record Date. To be in proper form for purposes of this
Section 1.2(d)
, a request to call a special meeting shall include the signature and the date of signature by the shareholder submitting such request and set forth (i) if such shareholder is a shareholder of record, the name and address of such shareholder as they appear in the corporation’s books and if such shareholder is not a shareholder of record, the name and address of such shareholder, (ii) the Proposed Business, (iii) the text of the Proposed
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i.
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(A) Any material interest in the Proposed Business of the shareholder of record submitting such request, or if different from the shareholder of record, the beneficial owner or beneficial owners submitting such request or any affiliate of such shareholder of record or beneficial owner(s) (any such person covered by this clause (A), a “
Calling Person
”) and (B) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Calling Persons (other than Solicited Shareholders) or (y) between or among any Calling Person and any other person or entity (including their names) in connection with the special meeting or the Proposed Business; and
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ii.
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As to each Calling Person, the information required to be set forth in a notice under
Section 1.12(c)(i)
,
(ii)
and
(iv)
of these Bylaws, except that for purposes of this
Section 1.2(d)
, the term “Calling Person” shall be substituted for the term “Noticing Shareholder” in all places it appears in
Section 1.12
of these Bylaws.
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(e)
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The Secretary shall not accept, and shall consider ineffective, any Special Meeting Request that (i) does not comply with this
Section 1.2
, (ii) relates to an item of business to be transacted at the special meeting that is not a proper subject for shareholder action under applicable law, (iii) includes an item of business to be transacted at such meeting that did not appear on the written request that resulted in the determination of the Requested Record Date or (iv) otherwise does not comply with applicable law.
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(f)
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A shareholder may revoke a Special Meeting Request by written revocation delivered to the Secretary at any time prior to the Shareholder Requested Special Meeting. If written revocation(s) of the Special Meeting Request have been delivered to the Secretary and the result is that shareholders holding less than the Requisite Percentage have delivered to the Secretary, and not revoked, Special Meeting Requests: (i) if the notice of meeting has not already been mailed to shareholders, the Secretary shall refrain from mailing the notice of the Shareholder Requested Special Meeting or (ii) if the notice of meeting has already been mailed to shareholders, the Secretary shall revoke the notice of the meeting. If, subsequent to the revocation of the notice of meeting pursuant to clause (ii) of the preceding sentence (but in any event on or prior to the 60th day after the Requested Record Date), the Secretary has received Special Meeting Requests from shareholders
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(g)
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Subject to
Section 1.2(f)
above, within ten days following the date on which the Secretary has received Special Meeting Requests in accordance with this
Section 1.2
from shareholders holding the Requisite Percentage, the Board shall fix the record date, meeting date and time, and location for the Shareholder Requested Special Meeting;
provided, however
, that the date of any such Shareholder Requested Special Meeting shall not be more than 90 days after the date on which valid Special Meeting Requests from shareholders holding the Requisite Percentage are delivered to the Secretary (and are not revoked). Notwithstanding anything in these Bylaws to the contrary, the Board may submit its own proposal or proposals for consideration at any Shareholder Requested Special Meeting. Subject to
Section 1.2(f)
above, the record date for the Shareholder Requested Special Meeting shall be fixed in accordance with
Section 1.11
below, and the Board shall provide notice of the Shareholder Requested Special Meeting in accordance with
Section 1.4
below.
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(h)
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In connection with a Shareholder Requested Special Meeting called in accordance with this
Section 1.2
, the shareholders of record (except for any Solicited Shareholder) who requested that the Board fix a Requested Record Date in accordance with
Section 1.2(b)
or the shareholders who delivered a Special Meeting Request to the Secretary in accordance with
Section 1.2(d)
shall further update the information previously provided to the corporation in connection with such request, if necessary, so that the information provided or required to be provided in such request pursuant to this
Section 1.2
remains true and correct as of the record date for shareholders entitled to vote at the Shareholder Requested Special Meeting and as of the date that is ten business days prior to the Shareholder Requested Special Meeting or any adjournment or postponement thereof, and such update shall be delivered to the Secretary at the principal executive offices of the corporation not later than 5:00 p.m. Pacific Time five business days after the record date for shareholders entitled to vote at the Shareholder Requested Special Meeting (in the case of the update required to be made as of such record date) and not later than 5:00 p.m. Pacific Time eight business days prior to the date for the Shareholder Requested Special Meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the Shareholder Requested Special Meeting has been adjourned or postponed) (in the case of the update required to be made as of ten business days prior to the Shareholder Requested Special Meeting or any adjournment or postponement thereof).
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(i)
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Notwithstanding anything in these Bylaws to the contrary, the Secretary shall not be required to call a special meeting except in accordance with this
Section 1.2
. If the Board determines that any request to fix a Requested Record Date or Special Meeting Request was not properly made in accordance with this
Section 1.2
, or determines that the shareholders of record requesting that the Board fix such Requested Record Date or shareholders making the Special Meeting Request have not otherwise complied with this
Section 1.2
, then the Board shall not be required to fix such Requested Record Date, to fix a special meeting record date or to call and hold a special meeting. In addition to the requirements of this
Section 1.2
, each Requesting Person and shareholder making a Special Meeting Request shall comply with all requirements of applicable law, including all requirements of the Exchange Act, with respect to any request to fix a Requested Record Date or to call a special meeting.
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(j)
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If none of the shareholders who submitted the Special Meeting Request appears at the Shareholder Requested Special Meeting to present any of the Proposed Business, the chairman of the meeting need not present such Proposed Business for a vote at the meeting, notwithstanding that proxies in respect of such vote may have been received by the corporation.
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(a)
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Unless otherwise required by law, a majority of the outstanding shares of the corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at a shareholders meeting for action on that matter. Once a share is represented for any purpose at a meeting, other than solely to object to the holding of the meeting or to the transaction of business at the meeting, it is deemed to be present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for the adjourned meeting. A majority of the outstanding shares represented at a meeting may adjourn the meeting without further notice, subject to such limitation as may be imposed under the laws of the State of Washington. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the originally scheduled meeting.
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(b)
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The Board may, at any time prior to the holding of an annual or special meeting of shareholders and for any reasonable reason, postpone or cancel any previously scheduled annual or special meeting of shareholders other than any validly called Shareholder Requested Special Meeting. The chairman of the meeting or the Board may from time to time adjourn any annual or special meeting for any reasonable reason and to any other date, time and place. For any adjournment or postponement of an annual or special meeting, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before the adjournment or postponement, unless a new record date for the adjourned or postponed meeting is or must be fixed pursuant to the Washington Business Corporation Act, as amended (the “
Washington Business Corporation Act
”).
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(a)
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Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.
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(b)
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At any meeting of shareholders at which a quorum exists, for all matters other than the election of directors, action on such matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by law or by the Articles of Incorporation.
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(c)
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At any meeting of shareholders at which quorum exists, for the election of directors, the corporation elects to be governed by RCW 23B.10.205 as set forth in this
Section 1.8(c)
. In any election of directors that is not a contested election, the candidates elected are those receiving a majority of votes cast. For purposes of this
Section 1.8(c)
, a “
majority of votes cast
” means that the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. The following shall not be considered votes cast for this purpose: (i) a share whose ballot is marked as withheld; (ii) a share otherwise present at the meeting but for which there is an abstention, and (iii) a share otherwise present at the meeting as to which a shareholder of record gives no authority or direction. A nominee for director in an election that is not a contested election who does not receive a majority of votes cast, but who was a director at the time of the election, shall continue to serve as a director for a term that shall terminate on the date that is the earlier of (i) ninety (90) days from the date on which the voting results of the election are determined, (ii) the date on which an individual is selected by the Board to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the Board, or (iii) the date on which the director’s resignation is accepted by the Board. In a contested election, the directors shall be elected by a plurality of the votes cast. For purposes of this
Section 1.8(c)
, a “
contested election
” is any meeting of the shareholders for which (i) the Secretary of the corporation receives a notice that a shareholder has nominated a person for election to the Board in compliance with the advance notice requirements for shareholder nominees for director set forth in
Section 1.12
of these Bylaws, (ii) such nomination has not been withdrawn by such shareholder on or prior to the last date that a notice of nomination for such meeting is timely as determined under
Section 1.12
, and (iii) the Board has not determined before the notice of meeting is given that the shareholder’s nominee(s) do not create a
bona fide
election contest. For purposes of clarity and to resolve any ambiguity under RCW 23B.10.205, it is assumed that for purposes of determining the number of director nominees, on the last day for delivery of a notice under
Section 1.12
, there is a candidate nominated by the Board for each of the director positions to be voted on at the meeting. Nothing in this bylaw is intended to limit the authority of the Board to determine that a
bona fide
election contest does not exist, in which event it shall disclose the applicable voting regime in the notice of meeting or, if such determination occurs after such notice has been sent, send a new notice which shall include disclosure of the applicable voting regime.
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(a)
|
Meetings of shareholders shall be presided over by the Chairman, if any, or in the Chairman’s absence by the Lead Independent Director, if any, or in the Lead Independent Director’s absence by a person designated by the Board. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence, the chairman of the meeting may appoint any person to act as secretary of the meeting.
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(b)
|
The chairman of the meeting may prescribe such rules, regulations and procedures and take such actions as, in the discretion of the chairman of the meeting and without any action by the shareholders, are appropriate for the proper conduct of the meeting, including: (i) restricting admission to the time set for the commencement of the meeting; (ii) limiting attendance at the meeting to shareholders of record, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (iii) limiting participation at the meeting on any matter to shareholders of record entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (iv) limiting the time allotted to questions or comments; (v) determining when and for how long the polls should be opened and when the polls should be closed; (vi) maintaining order and security at the meeting; (vii) removing any shareholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (viii) concluding the meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; (ix) restricting the use of audio/video recording devices and cell phones; and (x) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.
|
(a)
|
For purposes of these Bylaws, the following terms shall have the following meanings:
|
i.
|
“
Affiliate
” and “
Associate
” shall have the meanings ascribed thereto in Rule 405 under the Securities Act (as defined below);
provided, however
, that the term “partner” as used in the definition of “associate” shall not include any limited partner that is not involved in the management of the relevant partnership.
|
i.
|
“
Compensation Arrangement
” shall mean any direct or indirect compensatory payment or other financial agreement, arrangement or understanding with any person or entity other than the corporation, including any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, nomination, service or action as a nominee or as a director of the corporation.
|
ii.
|
“
Competitor
” shall mean any entity that provides products or services that compete with or are alternatives to the principal products produced or services provided by the corporation or its affiliates.
|
i.
|
“
Holder
” shall mean a Noticing Shareholder and, if the Noticing Shareholder holds for the benefit of another, the beneficial owner on whose behalf the nomination or proposal is made.
|
i.
|
“
Nominee Holder
” shall mean a person or entity that holds shares of the corporation in “street name” or through a nominee holder of record of such shares and can demonstrate to the corporation such indirect ownership of such shares and such nominee holder’s entitlement to vote such shares on such business.
|
ii.
|
“
Noticing Shareholder
” shall mean a Nominee Holder and a Record Holder.
|
iii.
|
“
Public announcement
” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the corporation with the SEC (as defined below) pursuant to Section 13, 14, or 15(d) of the Exchange Act and the rules and regulations thereunder.
|
iv.
|
“
Record Holder
” shall mean a shareholder that holds of record shares of the corporation entitled to vote at the meeting.
|
v.
|
“
SEC
” means the U.S. Securities and Exchange Commission.
|
vi.
|
“
Securities Act
” shall mean the Securities Act of 1933, as amended.
|
vii.
|
“
Voting Commitment
” shall mean any agreement, arrangement or understanding with, and any commitment or assurance to, any person or entity as to how a person, if elected as a director of the corporation, will act or vote on any issue or question.
|
(a)
|
To be timely, a Noticing Shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than 5:00 p.m. Pacific Time on the 120th day and not later than 5:00 p.m. Pacific Time on the 90th day prior to the first anniversary of the preceding year’s annual meeting;
provided
,
however
, that in the event the date of the annual meeting is more than 30 days before or more than 60 days after the first anniversary of the preceding year’s annual meeting, then, to be timely, notice by the shareholder must be so delivered not earlier than 5:00 p.m. Pacific Time on the 120th day prior to the date of such annual meeting and not later than 5:00 p.m. Pacific Time on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall any adjournment or postponement of an annual meeting, or the announcement thereof, commence a new time period for the giving of a Noticing Shareholder’s notice as described above.
|
(b)
|
To be in proper form, whether in regard to a nominee for election to the Board or other business, a Noticing Shareholder’s notice to the Secretary must:
|
i.
|
Set forth, as to each Holder, the following information together with a representation as to the accuracy of the information:
|
A.
|
such Holder’s name and address as they appear on the corporation’s books and the name and address of such Holder’s affiliates or associates,
|
B.
|
the class or series and number of shares of the corporation that are, directly or indirectly, owned of record by such Holder or any of its affiliates or associates, and the class or series and number of shares of the corporation that are, directly or indirectly, beneficially owned by such Holder or any of its affiliates or associates,
|
C.
|
any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived in whole or in part from the value of any class or series of shares of the corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the Holder, or any of its affiliates or associates, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation (any of the foregoing, a “
Derivative Instrument
”) that is directly or indirectly owned beneficially by the Holder or any of its affiliates or associates and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation,
|
D.
|
any proxy, contract, arrangement, understanding or relationship pursuant to which such Holder, or any of its affiliates or associates, has any right to vote or has granted a right to vote any security of the corporation,
|
E.
|
any agreement, arrangement, understanding or relationship, including any repurchase or so-called “stock borrowing” agreement or arrangement, involving such Holder or any of its affiliates or associates, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Holder or any of its affiliates or
|
F.
|
any rights to dividends on the shares of the corporation owned beneficially by the Holder or any of its affiliates or associates that are separated or separable from the underlying shares of the corporation,
|
G.
|
any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the Holder or any of its affiliates or associates is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity,
|
H.
|
any performance-related fees (other than an asset-based fee) to which such Holder or any of its affiliates or associates is entitled based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any,
|
I.
|
any significant equity interests or any Derivative Instruments or Short Interests in any Competitor held by such Holder or any of its affiliates or associates,
|
J.
|
any direct or indirect interest of such Holder or any of its affiliates or associates in any contract with the corporation, any affiliate of the corporation or any Competitor (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement),
|
K.
|
any arrangements, rights or other interests described in
Sections 1.12(b)(i)(C)-(J)
held by members of such Holder’s immediate family sharing the same household,
|
L.
|
all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a schedule were required to be filed by such Holder or any of its affiliates or associates,
|
M.
|
any other information that would be required to be disclosed in a proxy statement, form of proxy or other filings required to be made by such Holder in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election pursuant to the Proxy Rules, and
|
N.
|
any other information as reasonably requested by the corporation.
|
ii.
|
If the notice relates to any business other than a nomination of a director or directors that the shareholder proposes to bring before the meeting, the notice, in addition to the matters set forth in paragraph (i) above, must set also forth:
|
A.
|
a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such Holder and each of its affiliates or associates in such business,
|
B.
|
the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend the Articles of Incorporation or these Bylaws, the text of the proposed amendment), and
|
C.
|
a description of all agreements, arrangements and understandings, direct and indirect, between or among (1) such Holder and any of its affiliates or associates, on the one hand, and (2) any other person or entity (including the name of any such person or entity) in connection with the proposal of such business by such Holder.
|
iii.
|
Set forth, as to each individual, if any, whom the Holder proposes to nominate for election or reelection to the Board, in addition to the matters set forth in paragraph (i) above:
|
A.
|
all information relating to such individual that would be required to be disclosed in a proxy statement, form of proxy or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to the Proxy Rules (including such individual’s
|
B.
|
a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Holder and any of its affiliates and associates, on the one hand, and each proposed nominee, and his or her affiliates and associates, on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the Holder or any of its affiliates or associates were the “registrant” for purposes of Item 404 and the nominee were a director or executive officer of such registrant.
|
iv.
|
A representation that the Noticing Shareholder (A) has complied with all requirements imposed by applicable law or by regulatory entities having jurisdiction over the corporation, including the change of control provisions of the Washington Commercial Bank Act, and (B) intends to vote or cause to be voted shares of stock of the corporation held by the Noticing Shareholder at the meeting and intends to appear in person or by a representative at the meeting to nominate the person or propose the business specified in the notice.
|
v.
|
With respect to each individual, if any, whom the Holder proposes to nominate for election or reelection to the Board, a Noticing Shareholder’s notice must, in addition to the matters set forth in in paragraphs (i) and (iv) above, also include a completed and signed questionnaire, representation, and agreement required by
Section 1.13
below. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of the proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of the nominee.
|
(a)
|
Notwithstanding anything in
Section 1.12(a)
to the contrary, if the number of directors to be elected to the Board is increased and there is no public announcement by the corporation naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a Noticing Shareholder’s notice required by these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than 5:00 p.m. Pacific Time on the 10th day following the day on which the public announcement naming all nominees or specifying the size of the increased Board is first made by the corporation.
|
(b)
|
Only those persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as directors. Only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, the chairman of the meeting shall have the power and duty to
|
(c)
|
Notwithstanding the foregoing provisions of these Bylaws, a Noticing Shareholder also shall comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws;
provided, however
, that any references in these Bylaws to the Exchange Act or the rules thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to
Section 1.2
or
Section 1.12
.
|
(d)
|
Nothing in these Bylaws shall be deemed to affect any rights of shareholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. Notice of shareholder proposals that are, or that the Noticing Shareholder intends to be, governed by Rule 14a-8 under the Exchange Act are not governed by these Bylaws.
|
(a)
|
is not and will not become a party to:
|
i.
|
any Voting Commitment that has not been disclosed to the corporation, or
|
ii.
|
any Voting Commitment that could limit or interfere with the person’s ability to comply, if elected as a director of the corporation, with the person’s fiduciary duties under applicable law,
|
(b)
|
is not and will not become a party to any Compensation Arrangement that has not been disclosed to the corporation,
|
(c)
|
if elected as a director of the corporation, will (i) comply with all informational and similar requirements of applicable insurance policies and laws and regulations in connection with service or action as a director of the corporation; (ii) comply with all applicable publicly
|
(d)
|
intends to serve as a director for the full term for which such individual is to stand for election and
|
(e)
|
will promptly provide to the corporation such other information as it may reasonably request.
|
(a)
|
The Board shall by majority vote designate annually from among its members a Chairman. The Chairman shall, if present, preside over all shareholders meetings and at all meetings of the Board (other than executive sessions of the independent directors or non-management members of the Board) and shall exercise and perform such other powers and duties as are prescribed by these Bylaws or as may be assigned from time to time by the Board. The position of Chairman is a Board position;
provided, however
, that the position of Chairman may be held by a person who is also an officer of the corporation.
|
(b)
|
The Board shall also have the authority to appoint a Vice Chairman from among its members. If the Board has appointed a Vice Chairman, the Vice Chairman shall have only such duties and authority as shall be determined by the Board.
|
(c)
|
If at any time the Chairman shall be the Chief Executive Officer or another officer of the corporation, the independent directors (as defined under the rules of any stock exchange on which the corporation’s securities are traded) shall by majority vote designate a Lead Independent Director annually from among the independent directors. The Lead Independent Director shall convene and chair sessions of the independent directors or non-management members of the Board and shall have such other powers and duties as the Board may assign from time to time. In the absence of the Chairman, or if the Chairman is unable to preside, the Lead Independent Director shall preside at all meetings of the Board and at all meetings of shareholders. If at any Board meeting neither of the Chairman nor the Lead Independent Director is present or able to act, the Board shall select one of its members as acting chair of the meeting or any portion thereof.
|
i.
|
The Articles of Incorporation and all amendments to them currently in effect;
|
ii.
|
The Bylaws and all amendments to them currently in effect;
|
iii.
|
The minutes of all shareholders meetings, and records of all actions taken by shareholders without a meeting, for the past three years;
|
iv.
|
Its financial statements for the past three years, including balance sheets showing in reasonable detail the financial condition of the corporation as of the close of each fiscal year, and an income statement showing the results of its operations during each fiscal year prepared on the basis of generally accepted accounting principles or, if not, prepared on a basis explained therein;
|
v.
|
All communications to shareholders generally within the past three years;
|
vi.
|
A list of the names and business addresses of its current directors and officers; and
|
vii.
|
Its most recent annual report delivered to the Secretary of State of Washington.
|