**Exhibit3.2**

**Restated Bylaws**

**of**

**Cascade Natural Gas Corporation**

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**July 28, 2004**

 

# **ARTICLE I —OFFICES**

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Sec. 1.     The principal office shall be in the City of Seattle, County ofKing, State of Washington.

 

Sec. 2.     The corporation may also have offices atsuch other places as the board of directors may from time to time appoint orthe business of the corporation may require.

 

# **ARTICLE II — SEAL**

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Sec. 1.     The corporation seal shall have inscribedthereon the name of the corporation, the year of its organization and thewords, “Corporate Seal, Washington.” Said seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.

 

# **ARTICLE III —SHAREHOLDERS’ MEETINGS**

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Sec. 1.     Meetings of the shareholders may be heldwithin or without the State of Washington. The annual meeting of shareholdersshall be held at a place and time on a day designated by the board of directorsnot less than sixty days nor more than one hundred eighty days after October 1of each year, when they shall elect by a plurality vote, by ballot, a board ofdirectors, and transact such other business as may properly be brought beforethe meeting. In the election of directors, every shareholder of record shallhave the right to multiply the number of votes to which he or she may beentitled by the number of directors to be elected, and he or she may cast allsuch votes for one candidate or distribute them among any two or morecandidates.

 

Sec. 2.     The holders of a majority of the stockissued and outstanding and entitled to vote thereat, present in person, orrepresented by proxy, shall be requisite to, and shall constitute, a quorum atall meetings of the shareholders for the transaction of business, except asotherwise provided by law, by the Articles of Incorporation or by these bylaws.If, however, such majority shall not be present or represented at any meetingof the shareholders, the shareholders entitled to vote thereat, present inperson or by proxy, shall have power to adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until the requisite amount ofvoting stock shall be present, except that any meeting at which directors areto be elected shall be adjourned only from day to day until such directors havebeen elected. At such adjourned meeting at which the requisite amount of votingstock shall be represented, any business may be transacted which might havebeen transacted at the meeting as originally notified.

 

Sec. 3.     The shareholders present at a dulyorganized meeting can continue to do business until adjournment,notwithstanding the withdrawal of enough shareholders to leave less than aquorum.

 

Sec. 4.     At each meeting of the shareholders everyshareholder having the right to vote shall be entitled to vote in person or byproxy.  A shareholder or theshareholder’s agent or attorney-in-fact may appoint a proxy to vote orotherwise act for the

 

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shareholder by (i)executing a writing authorizing another person or persons to act for theshareholder as a proxy, or (ii) authorizing another person or persons to actfor the shareholder by transmitting or authorizing the transmission of anelectronic transmission to the person who will be the holder of the proxy or tosuch person’s agent.  Appointments shallcomply with and be governed by the provisions of the Washington BusinessCorporation Act.  The appointment shallbear a date not more than eleven months prior to saidmeeting, unless said appointment provides for a longer period, not exceedingthree years (unless said proxy is coupled with an interest).  The revocation of a proxy shall not beeffective until notice thereof has been given to the secretary.  Each shareholder shall have one vote for eachshare of capital stock registered in his or her name on the books of thecorporation.  The vote for directors,and, upon the demand of any shareholder, the vote upon any question before themeeting, shall be by ballot.  Allelections shall be had and all questions decided by a plurality vote exceptwhere a greater vote is required by law, the Articles of Incorporation, orthese bylaws.

 

Sec. 5.     A complete list of the shareholdersentitled to vote at the ensuing election, arranged in alphabetical order, withthe residence of each, and the number of voting shares held by each, shall beprepared by the secretary and filed in the registered office of thecorporation, at least ten days before every election, and shall at all timesduring the usual hours for business, and during the whole time of saidelection, be open to the examination of any shareholder.

 

Sec. 6.     Special meetings of the shareholders, forany purpose or purposes, unless otherwise prescribed by statute, may be calledat any time by the chairman of the board, president, secretary or board ofdirectors. If more than eighteen months are allowed to elapse without theannual shareholders’ meeting being held, any shareholder may call such meetingto be held at the registered office of the corporation. At any time, upon writtenrequest of any director, or of any shareholder or shareholders holding in theaggregate one-tenth of the voting power of all shareholders, it shall be theduty of the secretary to call a special meeting of shareholders to be held atthe registered office at such time as the secretary may fix, not less than tennor more than thirty-five days after the receipt of said request, and if thesecretary shall neglect or refuse to issue such call, the director orshareholder or shareholders making the request may do so. Such request shallstate the purpose or purposes of the proposed meeting.

 

Sec. 7.     (a)           Writtennotice stating the place, day and hour of the meeting and, in case of a specialmeeting, the purpose or purposes for which the meeting is called, shall bedelivered not less than ten (or in the case of an amendment to the Articles ofIncorporation, a plan of merger or share exchange, a proposed sale, leaseexchange, or other disposition of all or substantially all of the assets of thecorporation other than in the usual or regular course of business, or thedissolution of the corporation, twenty) nor more than sixty days before thedate of the meeting, either personally or by mail, by or at the direction ofthe chairman, the president, the secretary, or the officer or persons callingthe meeting, to each shareholder of record entitled to vote at such meeting. Ifmailed, such notice shall be deemed to be delivered when deposited in theUnited States mail addressed to the shareholder at his or her address as itappears on the stock transfer books of the corporation, with postage thereonprepaid.

 

(b)           Ashareholder may waive any notice required by law or these bylaws before orafter the date and time of the meeting that is the subject of the notice, andsuch waiver shall be equivalent to giving such notice. Waiver of notice of ameeting of shareholders shall be effective upon receipt of a written waiver bythe corporation.

 

Sec. 8.     Nominations for the election of directorsmay be made by the board of directors, the governance, nominating andcompensation committee of the board of directors, or by any shareholderentitled to vote in the election of directors. However, any shareholderentitled to vote in the election of directors may nominate one or more personsfor election as directors at a meeting only if written notice of theshareholder’s intent to make the nomination or nominations has been given,either by personal delivery or by United States mail, postage prepaid, to thesecretary of the corporation not later than (i) with respect to an election tobe held at an annual meeting of shareholders, on the date established fornominations in the proxy statement of the corporation, or if no such date isestablished one hundred twenty days in advance of such meeting, and (ii) withrespect to an election to be held at a special meeting of shareholders for the

 

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electionof directors, the close of business on the seventh day following the date onwhich notice of such meeting is first mailed to the shareholders of thecorporation. Each such notice shall set forth: (a) the name and address of theshareholder who intends to make the nomination and of the person or persons tobe nominated; (b) a representation that the shareholder is a holder of recordof stock of the corporation entitled to vote at such meeting and intends toappear in person or by proxy at the meeting to nominate the person or personsspecified in the notice; (c) a description of all arrangements or understandingsbetween the shareholder and each nominee and any other person or persons(naming such person or persons) pursuant to which the nomination or nominationsare to be made by the shareholders; (d) such other information regarding eachnominee proposed by such shareholder as would have been required to be includedin a proxy statement filed pursuant to the proxy rules of the Securities andExchange Commission had the nominee been nominated, or intended to benominated, by the board of directors or the governance, nominating andcompensation committee of the board of directors; and (e) the written consentof each nominee to serve as a director of the corporation if so elected. Thechairman of the meeting may refuse to acknowledge the nomination of any personnot made in compliance with the foregoing procedure.

 

Sec. 9.     Tabulation of votes for election ofdirectors shall be conducted by an inspector or judge, who may or may not be astockholder, appointed by the presiding officer of the meeting. The inspectoror judge shall certify to the returns in writing. No person who is a candidatefor the office of director shall be an inspector or judge.

 

# **ARTICLE IV —DIRECTORS**

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Sec. 1.     The property and business of thiscorporation shall be managed by its board of directors, nine in number, but thenumber of directors may be decreased to any number not less than three at anyannual meeting of the shareholders, or at any special meeting of theshareholders called for that purpose, or by a two-thirds vote of the then directorsof the corporation at any regular meeting of such directors, or at any specialmeeting of said directors called for that purpose; provided that no decreaseshall shorten the term of any director then in office.

 

Sec. 2.     The number of directors of the corporationmay likewise be increased in the same manner as they may be decreased, fromthree to not more than eleven directors.

 

Sec. 3.     The directors shall be elected at theannual meeting of the shareholders, and each director shall be elected to serveuntil his or her successor shall be elected and shall qualify.

 

Sec. 4.     The entire board of directors or anyindividual director may, at any special meeting of the shareholders called forthat purpose in the manner provided by Section 6 of Article III hereof, beremoved from office by a vote of shareholders entitled to a vote at an electionof directors. In case the board or any one or more directorsbe so removed, new directors may be elected at the same meeting. If lessthan the entire Board is removed, no individual director shall be removed incase the votes of a sufficient number of shares are cast against the resolutionfor his or her removal which, if cumulatively voted at an election of the wholeboard, would be sufficient to elect one or more directors.

 

Sec. 5.     In addition to the powers and authoritiesby these bylaws expressly conferred upon them, the board may exercise all suchpowers of the corporation and do all such lawful acts and things as are not bystatute or by the Articles of Incorporation or by these bylaws directed orrequired to be exercised or done by the shareholders.

 

Sec. 6.     In addition to reimbursement for reasonableexpenses incurred in attending meetings or otherwise in connection withattention to the affairs of the corporation and in addition to remuneration asa member of any committee of the board of directors, each director as suchshall be entitled to receive such remuneration as may be fixed from time totime by the board of directors.

 

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Sec. 7.     (a)           Theboard of directors shall meet at a time and place, as fixed by resolution ofthe board of directors, on the same date as the annual meeting of shareholdersof the corporation for the purpose of organization or otherwise, and no noticeof such meeting shall be necessary in order legally to constitute a meeting ifit is held at such time, provided that a majority of the whole board shall bepresent.

 

(b)           Regularmeetings of the board of directors may be held at such place, whether in thisstate or elsewhere, as a majority of the directors may from time to timeappoint.

 

(c)           Regularmeetings of the board of directors may be held without notice of the date,time, place, or purpose of the meetings. Special meetings of the board of directorsmust be preceded by at least two days’ notice of the date, time, and place ofthe meeting.

 

(d)           Adirector may waive any notice required by law or these bylaws before or afterthe date and time of the meeting that is the subject of the notice, and suchwaiver shall be equivalent to giving such notice. Waiver of notice shall beeffective upon receipt of a written waiver by the corporation.

 

Sec. 8.     If the office of any director becomesvacant by reason of death, resignation, retirement, disqualification, removalfrom office or otherwise, a majority of all of the remaining directors, thoughless than a quorum, shall elect a successor or successors, who shall holdoffice for the unexpired term of his or her predecessor in office and until hisor her successor is elected by the shareholders who may make such election atthe next annual meeting of the shareholders, or at any special meeting calledfor that purpose and held prior thereto.

 

# **ARTICLE V —OFFICERS**

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Sec. 1.  The officers of the corporation shall bechosen by the board of directors, and shall be a chairman of the board, apresident, a chief operating officer, a chief financial officer, one or morevice presidents, a secretary, a controller, and, if appointed, a treasurer, oneor more assistant secretaries, assistant controllers, and assistant treasurers,such assistants to have such powers and duties of the secretary and treasurer,respectively, as shall from time to time be assigned to them by the board ofdirectors.  The same person may hold morethan one office.

 

Sec. 2.  The board of directors, at its first meetingafter each annual meeting of shareholders, shall choose a chairman of the boardfrom their own number, and a president, a chief operating officer, a chieffinancial officer, and one or more vice presidents, a secretary and acontroller, who need not be members of the board.

 

Sec. 3.     The board may appoint such other officers,vice presidents, assistant secretaries, assistant treasurers, managers andagents as shall be deemed necessary by it, who shallhold their offices for such terms and shall exercise such powers and performsuch duties as shall be determined from time to time by the board.

 

Sec. 4.     The board of directors shall by resolutionfix the salaries and the manner and time of payment thereof of all of theofficers of this corporation.

 

Sec. 5.     Any officer, manager or agent elected orappointed by the board of directors may be removed at any time by theaffirmative vote of a majority of the whole board of directors, whenever intheir judgment the best interest of the corporation will be served thereby,such removal, however, to be without prejudice to the contract rights, if any,of the person so removed.

 

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Sec. 6.     If any office becomes vacant for anyreason, the vacancy may be filled by the board of directors.

 

Sec. 7.     The chairman of the board shall, ifpresent, preside at all meetings of directors (including executive sessions ofthe board of directors), and shall assure that the oversight responsibilitiesof the board of directors are effectively carried out.  The chairman of the board may designateanother director or officer of the corporation to conduct meetings ofdirectors, in his or her discretion.

 

Sec. 8.     The president shall be the chief executiveofficer of the corporation; he or she shall preside at all meetings of theshareholders, and shall have general and active management of the business ofthe corporation, under the direction of the board of directors, and shall seethat all orders and resolutions of the board are carried into effect.

 

Sec. 9.     The chief operating officer, chieffinancial officer and controller shall have such duties as may be determinedfrom time to time by the board of directors.

 

Sec. 10.   (a) The secretary shall, personally or withthe assistance of others, prepare and keep minutes of meetings of the board ofdirectors and shareholders, authenticate all records of the corporation, attestall certificates of stock in the name of the corporation, and keep a record ofthe issuance of certificates of stock and stock transfers. The secretary shallgive, or cause to be given, notice of all meetings of the shareholders and ofthe board of directors, and shall perform such other duties as may be prescribedby the board of directors. The secretary shall keep in safe custody the seal ofthe corporation, and affix the same to any instrument requiring it.

 

(b)           Theassistant secretaries, if any, shall, in the absence or disability of thesecretary, perform the duties and exercise the powers of the secretary, andshall perform such other duties as the board of directors shall prescribe.

 

Sec. 11.   In case of the absence of any officer of thecorporation, or for any reason that the board may deem sufficient, the board ofdirectors may delegate, for the time being, the powers or duties, or any ofthem, of such officer to any other officer, or to any director.

 

# **ARTICLE VI —CONSIDERATION FOR STOCK**

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Sec. 1.     (a)           Withoutthe consent of any holder of any share of the capital stock of thiscorporation, the shares of stock of this corporation may be issued by it fromtime to time in such number or amount of shares of said stock, and for suchconsideration in labor or services actually performed for the corporation,money or property, as from time to time may be fixed and determined by theboard of directors of this corporation at any annual meeting or any specialmeeting called for said purpose, and the right, power and authority of saidboard of directors from time to time so to authorize and order the issuance bythis corporation of the said shares of said stock, in such number or amount ofshares, and for such consideration in labor or services actually performed forthe corporation, money or property, as from time to time said board may fix anddetermine, is hereby absolutely reserved to said board of directors.

 

(b)           Paymentor delivery to, or receipt by this corporation of such consideration as may beso fixed and determined by its board of directors for the issuance of any shareor shares of its said stock, as hereinbefore in this Section provided, shalloperate and be construed, deemed and held to constitute such share or sharesfully paid and non-assessable stock of the corporation.

 

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# **ARTICLE VII —CERTIFICATES OF STOCK**

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Sec. 1.     The certificates for shares of the commonstock and each series of preferred stock of the Corporation shall be separatelynumbered and shall be entered in the books of the corporation as they areissued. They shall exhibit the holder’s name and number of shares and shall besigned by the president or a vice president and the secretary or an assistantsecretary (if any). Where, however, such certificates are countersigned by atransfer agent and registered by a registrar, at least one of which shall beother than the corporation itself or an employee thereof, the signatures ofsuch officers may be facsimile.

 

Sec. 2.     Shares of stock to be transferred may betransferred by endorsement of the certificate and its surrender to thesecretary for cancellation, whereupon the new certificate shall issue to thetransferee.

 

# **ARTICLE VIII —FIXING RECORD DATE**

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Sec. 1.     For the purpose of determining shareholdersentitled to notice of or to vote at any meeting of shareholders or anyadjournment thereof, or entitled to receive payment of any distribution, theboard of directors may fix in advance a date as the record date for any suchdetermination of shareholders, such date in any case to be not more than seventydays and, in case of a meeting of shareholders, not less than ten (or in caseof an amendment to the Articles of Incorporation, a plan of merger or shareexchange, a proposed sale, lease, exchange, or other disposition of all orsubstantially all of the assets of the corporation other than in the usual orregular course of business, or the dissolution of the corporation, twenty) daysprior to the date on which the particular action, requiring such determinationof shareholders, is to be taken.

 

Sec. 2.     If no record date is fixed for thedetermination of shareholders entitled to notice of or to vote at a meeting ofshareholders, or shareholders entitled to receive payment of a distribution,the date on which the resolution of the board of directors declaring suchdistribution is adopted or the close of business on the day before the date onwhich notice of the meeting is mailed, as the case may be, shall be the recorddate for such determination of shareholders. When a determination ofshareholders entitled to vote at any meeting of shareholders has been made asprovided in this Article, such determination shall apply to any adjournmentthereof.

 

# **ARTICLE IX —REGISTERED SHAREHOLDERS**

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Sec. 1.     The corporation shall be entitled to treatthe holder of record of any share or shares of stock as the holder in factthereof and accordingly shall not be bound to recognize any equitable or otherclaim to or interest in such share on the part of any other person, whether ornot it shall have express or other notice thereof, save as expressly providedby the laws of Washington.

 

# **ARTICLE X — LOSTCERTIFICATES**

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Sec. 1.     Any person claiming a certificate of stockto be lost or destroyed, shall make an affidavit or affirmation of that factand advertise the same in such manner as the board of directors may require,and the board of directors may, in its discretion, require the owner of thelost or destroyed certificate, or his or her legal representative, to give thecorporation a bond, in such sum as they may direct, not exceeding double thevalue of the stock, to indemnify the corporation against any claim that may bemade against it on account of the alleged loss of any such certificate. A newcertificate of the same tenor and for the same number of shares as the onealleged to be lost or destroyed may be issued without requiring any bond, when,in the judgment of the directors, it is proper to do so.

 

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# **ARTICLE XI —CORPORATE BOOKS AND RECORDS; INSPECTION**

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Sec.1.     Thecorporation shall keep a copy of the following records at its principal office:(a) the Articles of Incorporation or Restated Articles of Incorporation and allamendments to them currently in effect; (b) the bylaws or restated bylaws,and all amendments to them currently in effect; (c) the minutes of allshareholders’ meetings, and records of all actions taken by shareholderswithout a meeting, for the past three years; (d) its financial statements forthe past three years, including balance sheets showing in reasonable detail thefinancial condition of the corporation as of the close of each fiscal year, andan income statement showing the results of its operations during each fiscalyear; (e) all written communications to shareholders generally within the pastthree years; (f) a list of the names and business addresses of its currentdirectors and officers; (g) its most recent annual report delivered to theSecretary of State, and (h) such other records as may be required underWashington law.

 

Sec. 2.     Any shareholder of the corporation mayinspect and copy, during regular business hours at the corporation’s principaloffice, any of the records of the corporation specified in Sec. 1 (a) through(g) of this Article, provided the shareholder gives the corporation writtennotice of the shareholder’s demand at least five business days before the dateon which the shareholder wishes to inspect and copy such records.

 

Sec. 3.     A shareholder of the corporation isentitled to inspect and copy, during regular business hours at a reasonablelocation specified by the corporation, any of the following records of thecorporation provided the shareholder gives the corporation written notice ofthe shareholder’s demand at least five business days before the date on whichthe shareholder wishes to inspect and copy such records and the shareholder’sdemand is made in good faith and for a proper purpose, the shareholderdescribes with reasonable particularity the shareholder’s purpose and therecords the shareholder desires to inspect, and the records are directlyconnected with the shareholder’s purpose: (a) excerpts from minutes of anymeeting of the board of directors, records of any action of a committee of theboard of directors while exercising the authority of the board of directors, minutesof any meeting of the shareholders (other than those subject to inspectionunder Section 1 of this Article XI), and records of action taken by theshareholders or the board of directors without a meeting; (b) accountingrecords of the corporation; and (c) the record of shareholders.

 

# **ARTICLE XII —FISCAL YEAR**

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Sec. 1.     The fiscal year shall begin the first dayof October in each year.

 

# **ARTICLE XIII —DISTRIBUTIONS**

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Sec. 1.     Distributions upon the capital stock of thecorporation, subject to the provisions of the Articles of Incorporation, may bedeclared by the board of directors, in its discretion, at any regular orspecial meeting, to the extent permitted by applicable law (including withoutlimitation RCW 23B.06.400 and any amendments thereto). Distributions may bepaid in cash, in property, or in shares of the capital stock.

 

# **ARTICLE XIV —REPRESENTATION OF SHARES OF OTHER CORPORATIONS**

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Sec. 1.     The chairman, the president, and thesecretary, or any assistant secretary, of the corporation are authorized tovote, represent and exercise on behalf of the corporation all rights incidentto any and all shares of other corporations standing in the name of thecorporation. Said authority may be exercised by such officers either in personor by proxy or power of attorney duly executed by any of said officers.

 

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# **ARTICLE XV —INDEMNIFICATION OF DIRECTORS AND OFFICERS**

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Sec. 1.     Each person who was or is made a party oris threatened to be made a party to or is involved (including, withoutlimitation, as a witness) in any actual or threatened action, suit orproceeding, whether civil, criminal, administrative or investigative, formal orinformal, by reason of the fact that he or she is or was a director or officerof the corporation or, being or having been such a director or officer, he orshe is or was serving at the request of the corporation as a director, officer,employee or agent of another corporation or of a partnership, joint venture,trust or other enterprise, including service with respect to employee benefitplans, whether the basis of such proceeding is alleged action in an officialcapacity as a director, officer, employee or agent or in any other capacitywhile serving as a director, officer, employee or agent or in any othercapacity, shall be indemnified and held harmless by the corporation to the fullextent permitted by applicable law as then in effect, against all expense,liability and loss (including, without limitation, attorneys’ fees, judgments,fines, ERISA excise taxes or penalties and amounts to be paid in settlement)actually or reasonably incurred or suffered by such person in connectiontherewith. Such indemnification shall continue as to a person who has ceased tobe a director, officer, employee or agent and shall inure to the benefit of hisor her heirs, executors and administrators; provided, however, that noindemnification shall be provided under this Article to any such person to theextent that such indemnification would not be consistent with the WashingtonBusiness Corporation Act or other applicable law as then in effect; providedfurther, however, that except as provided in Sec. 2 of this Article withrespect to proceedings seeking to enforce rights to indemnification, this corporationshall indemnify any such person seeking indemnification in connection with aproceeding (or part thereof) initiated by such person only if such proceeding(or part thereof) was authorized by the Board of Directors of this corporation.The right to indemnification conferred in this Article shall be a contractright and shall include the right to be paid by the corporation the expenseincurred in defending any such proceeding in advance of its final disposition;provided, however, that the payment of such expenses in advance of the finaldisposition of a proceeding shall be made to or on behalf of a director orofficer only upon delivery to the corporation of an undertaking, by or onbehalf of such director or officer, to repay all amounts so advanced if itshall ultimately be determined that such director or officer is not entitled tobe indemnified under this Article or otherwise.

 

Sec. 2.     If a claim under Sec. 1 of this Article isnot paid in full by this corporation within sixty days after a written claimhas been received by this corporation (except in the case of a claim forexpenses incurred in defending a proceeding in advance of its finaldisposition, in which case the applicable period shall be twenty days) theclaimant may at any time thereafter bring suit against the corporation torecover the unpaid amount of the claim and, to the extent successful in wholeor in part, the claimant shall be entitled to be paid also the expense ofprosecuting such claim. The claimant shall be presumed to be entitled toindemnification hereunder upon submission of a written claim (and, in an actionbrought to enforce a claim for expenses incurred in defending any proceeding inadvance of its final disposition, where the required undertaking has beentendered to this corporation), and thereafter this corporation shall have theburden of proof to overcome the presumption that the claimant is not soentitled. It shall be a defense to any such action (other than an actionbrought to enforce a claim for expenses incurred in defending any proceeding inadvance of its final disposition where the required undertaking, if any isrequired, has been tendered to this corporation) that the claimant has not metthe standards of conduct which make it permissible hereunder or under theWashington Business Corporation Act for this corporation to indemnify theclaimant for the amount claimed, but the burden of proving such defense shallbe on this corporation. Neither the failure of this corporation (including itsboard of directors, independent legal counsel, or its shareholders) to havemade a determination prior to the commencement of such action thatindemnification of or reimbursement or advancement of expenses to the claimantis proper in the circumstances because he or she has met the applicablestandard of conduct set forth herein or in the Washington Business CorporationAct nor an actual determination by this corporation (including its board ofdirectors, independent legal counsel, or its shareholders) that the claimant isnot entitled to indemnification or to the reimbursement or advancement ofexpenses shall be a defense to the action or create a presumption that theclaimant is not so entitled.

 

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Sec. 3.     The right to indemnification and thepayment of expenses incurred in defending a proceeding in advance of its finaldisposition conferred in this Article shall not be exclusive of any other rightwhich any person may have or hereafter acquire under any statute, provision ofthe Articles of Incorporation, bylaws, agreement, vote of shareholders ordisinterested directors or otherwise.

 

Sec. 4.     The corporation may maintain insurance, atits expense, to protect itself and any director, officer, employee or agent ofthe corporation or another corporation, partnership, joint venture, trust orother enterprise against any expense, liability or loss, whether or not thecorporation would have the power to indemnify such person against such expense,liability or loss under the Washington Business Corporation Act. Thecorporation may enter into contracts with any director or officer of thecorporation in furtherance of the provisions of this Article and may create atrust fund, grant a security interest or use other means (including, withoutlimitation, a letter of credit) to ensure the payment of such amounts as may benecessary to effect indemnification as provided in this Article.

 

Sec. 5.     The corporation may, by action of its boardof directors from time to time, provide indemnification and pay expenses inadvance of the final disposition of a proceeding to employees and agents of thecorporation with the same scope and effect as the provisions of this Articlewith respect to the indemnification and advancement of expenses of directorsand officers of the corporation or pursuant to rights granted pursuant to, orprovided by, the Washington Business Corporation Act or otherwise.

 

**ARTICLEXVI — AMENDMENTS**

 

Sec. 1      These bylaws may be altered or amended bythe affirmative vote of a majority of the stock issued and outstanding andentitled to vote thereat, at any regular or special meeting of the shareholdersif notice of the proposed alteration or amendment be contained in the notice ofthe meeting, or by the affirmative vote of a majority of the board ofdirectors, subject to the power of the shareholders to change or repeal suchbylaws.

 

**ARTICLEXVII — MISCELLANEOUS STATUTORY RESTRICTIONS**

 

Sec 1.      The corporation shall have the right toacquire its own shares, and shares so acquired shall constitute authorized butunissued shares.  Any such acquisitionshall constitute a distribution by the corporation and shall be subject to thelimitations on distributions imposed by applicable law.

 

Sec. 2.     No loans shall be made by the corporationto its officers or directors unless permitted by and in compliance withapplicable law (including without limitation section 402 of the Sarbanes-OxleyAct of 2002 and RCW 23B.08.700 through .08.730).

 

**ARTICLEXVIII — MISCELLANEOUS PROCEDURAL PROVISIONS**

 

Sec. 1.     All meetings of shareholders and directorsshall be conducted in the manner determined by the person acting as chairman ofthe meeting, to the extent not inconsistent with the Articles of Incorporation,bylaws or special rules of order of the corporation.

 

**ARTICLEXIX — COMMITTEES OF THE BOARD OF DIRECTORS**

 

Sec. 1.     The board of directors may, by resolutionor resolutions, passed by a majority of the whole board, designate an executivecommittee of five directors.  Saidcommittee may meet at stated times, or on notice to all by any of theirnumber.  During the intervals betweenmeetings of the board such committee shall

 

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advisewith and aid the officers of the corporation in all matters concerning itsinterests and the management of its business, and generally perform such otherduties and exercise such powers as may be directed or delegated by the board ofdirectors from time to time.  The boardmay delegate to such committee authority to exercise all the powers of theboard, except such powers as are denied to committees under RCW 23B.08.250(5) as such statute shall be amended from time totime.

 

Sec. 2.     The board of directors shall designatethree or more of their number as an audit committee.  All members of the audit committee shall be“independent,” and at least one member shall be a “financial expert,” both asdefined by applicable regulations of the U.S. Securities and ExchangeCommission.  The audit committee shallhave such duties as are set forth from time to time in its charter, as adoptedby the board of directors.

 

Sec. 3.     The board of directors shall designatethree or more of their number to serve the corporation as a governance,nominating and compensation committee. The governance, nominating and compensation committee shall have suchduties as are set forth from time-to-time in its charter, as adopted by theboard of directors.

 

Sec. 4.     The board of directors, by resolutionadopted by a majority of the full board of directors, may designate one or moreadditional committees of the board of directors which shall have two or moremembers and which shall have such duties and exercise such powers as may bedirected or delegated by the board of directors from time to time.  Vacancies in the membership of any committeeshall be filled by the board of directors. Each committee shall keep regular minutes of its proceedings and reportthe same to the board of directors when required.

 

**ARTICLEXX — DESIGNATED ENGINEER**

 

Sec.1      The Designated Engineer, named in aresolution adopted by the Board of Directors as being in responsible charge oran engineer under the Designated Engineer’s direct supervision, has fullauthority to and, shall make all engineering decisions pertaining toengineering activities in the State of Washington.

 

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