EXHIBIT 3.2
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AMENDED AND RESTATED BYLAWS
OF
APEX PC SOLUTIONS, INC.
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TABLE OF CONTENTS
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ARTICLE I REGISTERED OFFICE AND REGISTERED AGENT. . . . . . . . . . . . . 1
ARTICLE II SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . . 1
Section 1. Annual Meetings. . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Special Meetings . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Notice of Meetings . . . . . . . . . . . . . . . . . . . . 1
Section 4. Waiver of Notice . . . . . . . . . . . . . . . . . . . . . 2
Section 5. Record Date. . . . . . . . . . . . . . . . . . . . . . . . 2
Section 6. Shareholders' List for Meeting . . . . . . . . . . . . . . 3
Section 7. Quorum and Adjourned Meetings. . . . . . . . . . . . . . . 3
Section 8. Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 9. Voting of Shares . . . . . . . . . . . . . . . . . . . . . 3
Section 10. Matters to be Considered at Shareholders
Meetings. . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE III DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1. General Powers . . . . . . . . . . . . . . . . . . . . . . 4
Section 2. Number . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3. Tenure and Qualifications. . . . . . . . . . . . . . . . . 4
Section 4. Election . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 6. Resignation. . . . . . . . . . . . . . . . . . . . . . . . 5
Section 7. Removal of Directors . . . . . . . . . . . . . . . . . . . 5
Section 8. Meetings . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 9. Quorum and Voting. . . . . . . . . . . . . . . . . . . . . 6
Section 10. Compensation . . . . . . . . . . . . . . . . . . . . . . . 6
Section 11. Presumption of Assent. . . . . . . . . . . . . . . . . . . 6
Section 12. Committees . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE IV SPECIAL MEASURES FOR CORPORATE ACTION. . . . . . . . . . . . . 7
Section 1. Actions by Written Consent . . . . . . . . . . . . . . . . 7
Section 2. Meetings by Conference Telephone . . . . . . . . . . . . . 8
ARTICLE V OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1. Officers Designated. . . . . . . . . . . . . . . . . . . . 8
Section 2. Election, Qualification and Term of Office . . . . . . . . 8
Section 3. Powers and Duties. . . . . . . . . . . . . . . . . . . . . 9
Section 4. Assistant Secretaries and Assistant
Treasurers. . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5. Removal. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 6. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7. Compensation . . . . . . . . . . . . . . . . . . . . . . . 10
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ARTICLE VI SHARE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . 10
Section 1. Issuance, Form and Execution of
Certificates. . . . . . . . . . . . . . . . . . . . . . . 10
Section 2. Transfers. . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3. Loss or Destruction of Certificates. . . . . . . . . . . . 11
ARTICLE VII BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . . . . . 11
Section 1. Books of Accounts, Minutes and Share
Register. . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2. Financial Statements . . . . . . . . . . . . . . . . . . . 11
Section 3. Copies of Resolutions. . . . . . . . . . . . . . . . . . . 12
ARTICLE VIII CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE IX AMENDMENT OF BYLAWS. . . . . . . . . . . . . . . . . . . . . . 12
Section 1. By the Shareholders. . . . . . . . . . . . . . . . . . . . 12
Section 2. By the Board of Directors. . . . . . . . . . . . . . . . . 12
ARTICLE X FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE XI RULES OF ORDER . . . . . . . . . . . . . . . . . . . . . . . . 13
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AMENDED AND RESTATED BYLAWS
OF
APEX PC SOLUTIONS, INC.
ARTICLE I
REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the corporation shall be located in the State of
Washington at such place as may be fixed from time to time by the board of
directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office. Any change in the registered agent or registered office shall be
effective upon filing such change with the office of the Secretary of State of
the State of Washington.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. ANNUAL MEETINGS. The annual meeting of the shareholders of
this corporation, for the purpose of election of directors and for such other
business as may come before it, shall be held either (a) at the registered
office of the corporation, on the third Thursday in April of each and every
year, at 10:00 a.m., but if such day shall be a legal holiday, the meeting shall
be held at the same hour and place on the next succeeding day not a holiday, or
(b) at such other place and time which may be within or without the State of
Washington, as may be determined by the board of directors and specified in the
notice of the meeting.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders of
this corporation may be called at any time by the holders of twenty-five percent
(25%) of the voting shares of the corporation, or by the president, or by the
board of directors. No business shall be transacted at any special meeting of
shareholders except as is specified in the notice calling for said meeting. The
place of any special meeting shall be the registered office of the corporation
or as otherwise determined, within or without the State of Washington, by the
board of directors and specified in the notice of the meeting.
Section 3. NOTICE OF MEETINGS. Written notice of annual or special
meetings of shareholders stating the place, day, and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be
given by the secretary or persons authorized to call the meeting to each
shareholder of record entitled to vote at the meeting. Such notice shall be
given no fewer than ten (10) nor more than sixty (60) days before the meeting
date, except that notice of a meeting to act on an amendment to the Articles of
Incorporation, a plan of merger or share exchange, a proposed sale, lease,
exchange or other disposition of all or substantially all of the assets of the
corporation other than in the usual or regular course of business, or the
dissolution of the corporation shall be given no fewer than twenty (20) nor more
than sixty (60) days before the meeting date. Notice may be transmitted by
mail, private carrier or personal delivery, telegraph or teletype, or telephone,
wire or wireless equipment which transmits a facsimile of the notice. If
mailed, such notice shall be effective when deposited in the United States mail,
first-class postage prepaid, and addressed to the shareholder at his or her
address as it appears on the stock transfer books of the corporation.
Otherwise, such notice shall be effective when received.
Section 4. WAIVER OF NOTICE. Notice of the time, place, and purpose of
any meeting may be waived in writing (either before or after such meeting).
Notice of time or place of a meeting will be waived by any shareholder by that
shareholder's attendance in person or by proxy, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting. Objection to consideration of a particular matter that is not
within the purposes described in a special meeting notice will be waived unless
the shareholder objects to considering the matter when it is presented. Any
shareholder so waiving shall be bound by the proceedings of any such meeting in
all respects as if due notice thereof had been given.
Section 5. RECORD DATE. The board of directors may fix in advance a
record date in order to determine the shareholders entitled to notice of a
shareholders' meeting, to demand a special meeting, to vote, or to take any
other action, such date to be not more than seventy (70) 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 share dividend or a distribution (other than
one involving the purchase, redemption, or other acquisition of the
corporation's shares), the day before the date on which notice of the meeting is
effective or the date on which the board of directors authorizes such share
dividend or distribution, 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 is effective for any adjournment
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thereof, unless the board of directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than one hundred twenty (120) days
after the date fixed for the original meeting.
Section 6. SHAREHOLDERS' LIST FOR MEETING. After fixing a record date
for a shareholders' meeting, the corporation shall prepare an alphabetical list
of the names of all shareholders on the record date who are entitled to notice
of the shareholders' meeting. The list shall be arranged by voting group, and
within each voting group by class or series of shares, and show the address of
and number of shares held by each shareholder. A shareholder, shareholder's
agent, or shareholder's attorney may inspect the shareholder list, beginning ten
(10) days prior to the shareholders' meeting and continuing through the meeting,
at the corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held, during regular business hours
and at the shareholder's expense. The shareholders' list shall be kept open for
inspection during such meeting or any adjournment.
Section 7. QUORUM AND ADJOURNED MEETINGS. Unless otherwise provided in
the Articles of Incorporation, including but not limited to those provisions of
the Articles of Incorporation regarding the election of the Series A Directors,
as defined in the Articles of Incorporation, a majority of the votes entitled to
be cast on a matter by a voting group shall constitute a quorum of that voting
group at a meeting of shareholders. Once a share is represented for any purpose
at a meeting, in person or by proxy, other than solely to object to holding the
meeting or transacting business at the meeting, it is deemed 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 that adjourned meeting.
Section 8. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by the shareholder's
attorney-in-fact or agent. An appointment of a proxy is effective when received
by the secretary or other officer or agent authorized to tabulate votes. An
appointment is valid for eleven (11) months unless a longer period is expressly
provided in the appointment of the proxy.
Section 9. VOTING OF SHARES. Except as otherwise provided in the
Articles of Incorporation or in these Bylaws, every shareholder of record shall
have the right at every shareholders' meeting to one vote for every share
standing in his or her name on the books of the corporation. If a quorum
exists, action on a matter, other than election of directors, is approved by a
voting group of shareholders if the votes cast within the voting group favoring
the action exceed the votes cast within the
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voting group opposing the action, unless otherwise provided in the Washington
Business Corporation Act or the Articles of Incorporation, including but not
limited to those provisions of the Articles of Incorporation that provide for
the redemption of the Series A Preferred Stock and that impose restrictions and
limitations on the actions of the Corporation without the consent of the holders
of the Series A Preferred Stock.
Section 10. MATTERS TO BE CONSIDERED AT SHAREHOLDERS MEETINGS. If any
shareholder desires to bring up any matter for consideration or propose one or
more nominees for election to the board of directors at a meeting of the
shareholders of this corporation, such shareholder must give written notice to
the secretary of this corporation at least ninety (90) days in advance of the
date of the shareholders meeting setting forth in such notice the subject matter
that the shareholder desires to bring up at the meeting and the reason or
reasons for doing so or the name(s) of the nominees proposed for election to the
board of directors. The secretary shall then promptly make and forward copies
of such notice to each of the directors and officers of this corporation so that
they will be aware of the matter. Except as set forth herein, no matter may be
brought up for consideration by any shareholder at a special shareholders
meeting.
ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, the board of directors except as otherwise
provided by the laws under which this corporation exists or in the Articles of
Incorporation.
Section 2. NUMBER. The number of directors of the corporation shall be
the number provided in the Articles of Incorporation.
Section 3. TENURE AND QUALIFICATIONS. The term of each director shall
expire at the next annual meeting of shareholders. Despite the expiration of a
director's term, the director shall continue to serve until the director's
successor shall have been elected and qualified or until there is a decrease in
the number of directors. Directors need not be residents of the state or
shareholders of the corporation.
Section 4. ELECTION. The directors shall be elected at the
shareholders' annual meeting each year; and if, for any cause, the directors
shall not have been elected at an annual
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meeting, they may be elected at a special meeting of shareholders called for
that purpose in the manner provided by these Bylaws. Directors shall be elected
by the holders of classes or series of shares entitled to elect them.
Section 5. VACANCIES. Except as provided in the Washington Business
Corporation Act or the Articles of Incorporation, including but not limited to
those provisions of the Articles of Incorporation regarding the election of
Series A Directors, as defined in the Articles of Incorporation, in the case of
any vacancy in the board of directors, including a vacancy resulting from an
increase in the number of directors, the board of directors, a majority of the
remaining directors if they do not constitute a quorum, or the shareholders may
fill the vacancy.
Section 6. RESIGNATION. Any director may resign at any time by
delivering written notice to the board of directors, its chairperson, or the
president or secretary of the corporation. A resignation shall be effective
when the notice is delivered, unless the notice specifies a later effective
date.
Section 7. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, the entire board of directors, or any member
thereof, may be removed, with or without cause, by a vote of the holders of the
shares entitled to vote at an election of such directors.
Section 8. MEETINGS.
(a) The board of directors shall hold an annual meeting immediately
after the annual shareholders' meeting, at the same place as the annual
shareholders' meeting or at such other place and at such time as may be
determined by the directors. No notice of the annual meeting of the board of
directors shall be necessary.
(b) Special meetings may be called at any time and place by the
president, secretary, or any one (1) director. Notice of the time and place of
each special meeting shall be given by the secretary, or the persons calling the
meeting. The notice may be written or oral and shall be given at least two (2)
days in advance of the meeting. Written notice may be given by mail, private
carrier or personal delivery, telegraph or teletype, or telephone, wire or
wireless equipment which transmits a facsimile of the notice. Oral notice may
be communicated in person or by telephone, wire or wireless equipment which does
not transmit a facsimile of the notice. Such notice shall be effective at the
earlier of (i) when it is received, or (ii) five (5) days after it is deposited
in the United States mail, first-class postage prepaid, and correctly
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addressed. The purpose of the meeting need not be given in the notice. Notice
of any special meeting may be waived in writing (either before or after such
meeting) and will be waived by any director by attendance at or participation in
the meeting, unless the director at the beginning of the meeting, or promptly
upon the director's arrival, objects and does not thereafter vote for or assent
to action taken at the meeting.
(c) Regular meetings of the board of directors may be held at such
place and on such day and hour as shall from time to time be fixed by resolution
of the board of directors. No notice of regular meetings of the board of
directors shall be necessary.
(d) At any meeting of the board of directors, any business may be
transacted, and the board may exercise all of its powers.
Section 9. QUORUM AND VOTING.
(a) A majority of the number of directors specified in or fixed in
accordance with the Articles of Incorporation or these Bylaws shall constitute a
quorum, but a lesser number may adjourn any meeting from time to time until a
quorum is obtained, and no further notice thereof need be given.
(b) If a quorum is present when a vote is taken, the affirmative vote
of a majority of the directors present at the meeting is the act of the board of
directors. If enough directors withdraw from a meeting to leave less than a
quorum, the remaining directors may not continue to transact business at such
meeting.
Section 10. COMPENSATION. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be deemed to have assented to the action taken unless:
(i) the director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding it or
transacting business at the meeting;
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(ii) the director's dissent or abstention from the action taken
is entered in the minutes of the meeting; or
(iii) the director delivers written notice of the director's
dissent or abstention to the presiding officer of the meeting
before its adjournment or to the corporation within a reasonable
time after adjournment of the meeting.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.
Section 12. COMMITTEES. The board of directors, by resolution approved
by a majority of the full board of directors, may designate from among its
members one or more committees, each of which must have two (2) or more members
and, to the extent provided in such resolution, such committees shall have and
may exercise all the authority of the board of directors, except that no such
committee shall have the authority to: authorize or approve a distribution
except according to a general formula or method prescribed by the board of
directors; approve or propose to shareholders action that the Washington
Business Corporation Act requires to be approved by shareholders; fill vacancies
on the board of directors or on any of its committees; adopt amendments to the
Articles of Incorporation not requiring shareholder approval; adopt, amend or
repeal the Bylaws; approve a plan of merger not requiring shareholder approval;
or authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences, and limitations of a
class or series of shares, except that the board 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.
ARTICLE IV
SPECIAL MEASURES FOR CORPORATE ACTION
Section 1. ACTIONS BY WRITTEN CONSENT. Any corporate action required
or permitted by the Articles of Incorporation, Bylaws, or the Washington
Business Corporation Act, to be voted upon or approved at a duly called meeting
of the directors, committee of directors, or shareholders may be accomplished
without a meeting if one or more unanimous written consents of the respective
directors, committee members, or shareholders entitled to vote on the actions,
setting forth the actions so taken, shall be signed by all the directors,
committee members, or shareholders entitled to vote thereon, as the case may be.
Such consents may be signed in counterpart. In the case of action by the
directors or a committee of the directors, the
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consents may be signed before or after the action is taken. Action taken by
unanimous written consent of the directors or a committee of the directors is
effective when the last director or committee member signs the consent, unless
the consent specifies a later effective date. Action taken by unanimous written
consent of the shareholders is effective when all consents are in possession of
the corporation, unless the consent specifies a later effective date.
Section 2. MEETINGS BY CONFERENCE TELEPHONE. Members of the board of
directors, members of a committee of directors, or shareholders may participate
in or conduct their respective meetings by means of a conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other at the same time, and participation in a meeting by
such means shall constitute presence in person at such meeting.
ARTICLE V
OFFICERS
Section 1. OFFICERS DESIGNATED. The officers of the corporation shall
be a president, one or more vice presidents (the number thereof to be determined
by the board of directors), a secretary, and a treasurer, each of whom shall be
elected by the board of directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the board of
directors. Any two or more offices may be held by the same person.
The board of directors may, in its discretion, elect a chairperson of the
board of directors and, if a chairperson has been elected, the chairperson
shall, when present, preside at all meetings of the board of directors and the
shareholders and shall have such other powers as the board may prescribe.
Section 2. ELECTION, QUALIFICATION AND TERM OF OFFICE. Each of the
officers shall be elected by the board of directors. None of said officers,
except the president and the chairperson of the board of directors, need be a
director, but a vice president who is not a director cannot succeed to or fill
the office of president. The officers shall be elected by the board of
directors at each annual meeting of the board of directors. Except as
hereinafter provided, each of said officers shall hold office from the date of
his or her election until the next annual meeting of the board of directors and
until a successor shall have been duly elected and qualified.
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Section 3. POWERS AND DUTIES.
(a) PRESIDENT. Unless otherwise determined by the board of
directors, the president shall be the chief executive officer of the corporation
and, subject to the direction and control of the board of directors, shall have
general charge and supervision over its property, business, and affairs. The
president shall, unless a chairperson of the board of directors has been elected
and is present, preside at meetings of the shareholders and the board of
directors.
(b) VICE PRESIDENT. In the absence of the president or the
president's inability to act, the senior vice president shall act in the
president's place and stead and shall have all the powers and authority of the
president, except as limited by resolution of the board of directors.
(c) SECRETARY. The secretary shall: (1) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (2) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (3) be custodian of
the corporate records and of the seal of the corporation and affix the seal of
the corporation to all documents as may be required; (4) keep, or cause to be
kept, a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (5) have general charge of the
stock transfer books of the corporation; and (6) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to the secretary by the president or by the board of directors.
(d) TREASURER. Subject to the direction and control of the board of
directors, the treasurer shall have the custody, control, and disposition of the
funds and securities of the corporation and shall account for the same, and at
the expiration of term of office, the treasurer shall turn over to his or her
successor all property of the corporation in his or her possession.
Section 4. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretaries and assistant treasurers shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of directors.
Section 5. REMOVAL. The board of directors shall have the right to
remove any officer whenever in its judgment the best interests of the
corporation will be served thereby.
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Section 6. VACANCIES. The board of directors shall fill any office
which becomes vacant with a successor who shall hold office for the unexpired
term and until a successor shall have been duly elected and qualified.
Section 7. COMPENSATION. The compensation of all officers of the
corporation shall be fixed by the board of directors.
ARTICLE VI
SHARE CERTIFICATES
Section 1. ISSUANCE, FORM AND EXECUTION OF CERTIFICATES. No shares of
the corporation shall be issued unless authorized by the board. Such
authorization shall include the maximum number of shares to be issued, the
consideration to be received for each share, and a statement that the board has
determined that such consideration is adequate. Certificates for shares of the
corporation shall be in such form as is consistent with the provisions of the
Washington Business Corporation Act and shall state:
(i) the name of the corporation and that the corporation is
organized under the laws of this state;
(ii) the name of the person to whom issued; and
(iii) the number and class of shares and the designation of the
series, if any, which such certificate represents.
Certificates shall be signed by two (2) officers of the corporation, and the
seal of the corporation may be affixed thereto. If any officer who has signed
or whose facsimile signature has been placed upon any certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the corporation with the same effect as if the person were such officer at the
date of its issue. Certificates may be issued for fractional shares. No
certificate shall be issued for any share until the consideration established
for its issuance has been paid.
Section 2. TRANSFERS. Shares may be transferred by delivery of the
certificate therefor, accompanied either by an assignment in writing on the back
of the certificate or by a written power of attorney to assign and transfer the
same, signed by the record holder of the certificate. The board of directors
may, by resolution, provide that beneficial owners of shares shall be deemed
holders of record for certain specified purposes.
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Except as otherwise specifically provided in these Bylaws, no shares shall be
transferred on the books of the corporation until the outstanding certificate
therefor has been surrendered to the corporation.
Section 3. LOSS OR DESTRUCTION OF CERTIFICATES. In case of loss or
destruction of any certificate of shares, another may be issued in its place
upon proof of such loss or destruction and upon the giving of a satisfactory
indemnity bond to the corporation. A new certificate may be issued without
requiring any bond when, in the judgment of the board of directors, it is proper
to do so.
ARTICLE VII
BOOKS AND RECORDS
Section 1. BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER. 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 and 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. The corporation shall
maintain appropriate accounting records. 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. The
corporation shall keep a copy of the following records at its principal office:
the Articles or Restated Articles of Incorporation and all amendments to them
currently in effect; the Bylaws or Restated Bylaws and all amendments to them
currently in effect; the minutes of all shareholders' meetings and records of
all actions taken by shareholders without a meeting, for the past three (3)
years; its financial statements for the past three (3) years, including balance
sheets showing in reasonable detail the financial condition of the corporation
as of the close of each fiscal year, and an income statement showing the results
of its operations during each fiscal year; all written communications to
shareholders generally within the past three (3) years; a list of the names and
business addresses of its current directors and officers; and its most recent
annual report delivered to the Secretary of State of Washington.
Section 2. FINANCIAL STATEMENTS. The annual financial statements for
shareholders shall be prepared not later than four (4) months after the close of
each fiscal year and in any event prior to the annual meeting of shareholders.
If financial statements are prepared by the corporation for any purpose on a
particular basis (I.E., on the basis of generally accepted
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accounting principles or on some other basis), the annual financial statements
must be prepared, and disclose that they are prepared, on that same basis. If
the annual financial statements are reported upon by a public accountant, the
accountant's report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records, stating the person's reasonable belief whether
the statements were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation, and describing any
respects in which the statements were not prepared on a basis of accounting
consistent with the basis used for statements prepared for the preceding year.
Section 3. COPIES OF RESOLUTIONS. Any person dealing with the
corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the board of directors or shareholders, when certified
by the president or secretary.
ARTICLE VIII
CORPORATE SEAL
The board of directors may provide for a corporate seal which shall have
inscribed thereon the name of the corporation, the year and state of
incorporation and the words "corporate seal".
ARTICLE IX
AMENDMENT OF BYLAWS
Section 1. BY THE SHAREHOLDERS. These Bylaws may be amended, altered,
or repealed at any annual or special meeting of the shareholders; provided that,
in the case of a special meeting, notice of the proposed alteration or amendment
is contained in the notice of the meeting.
Section 2. BY THE BOARD OF DIRECTORS. These Bylaws may be amended,
altered, or repealed by the board of directors at any annual, regular or special
meeting of the board.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall be set by resolution of the board
of directors.
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ARTICLE XI
RULES OF ORDER
The rules contained in the most recent edition of Robert's Rules of Order,
Newly Revised, shall govern all meetings of shareholders and directors where
those rules are not inconsistent with the Articles of Incorporation, these
Bylaws, or special rules of order of the corporation.
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