Exhibit 3.2  Restated
Bylaws of Cascade
Natural Gas Corporation  September
29, 2004  ARTICLE I 
OFFICES  Sec. 1.The
principal office shall be in the City of Seattle, County of King, State of
Washington.  Sec. 2.The
corporation may also have offices at such other places as the board of
directors may from time to time appoint or the business of the corporation may
require.  ARTICLE II  SEAL  Sec. 1.The
corporation seal shall have inscribed thereon the name of the corporation, the
year of its organization and the words, Corporate Seal, Washington. Said seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.  ARTICLE III 
SHAREHOLDERS MEETINGS  Sec. 1.Meetings
of the shareholders may be held within or without the State of Washington. The
annual meeting of shareholders shall be held at a place and time on a day
designated by the board of directors not less than sixty days nor more than one
hundred eighty days after October 1 of each year, when they shall elect by a
plurality vote, by ballot, a board of directors, and transact such other
business as may properly be brought before the meeting. In the election of
directors, every shareholder of record shall have the right to multiply the
number of votes to which he or she may be entitled by the number of directors
to be elected, and he or she may cast all such votes for one candidate or
distribute them among any two or more candidates.  Sec. 2.The
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person, or represented by proxy, shall be requisite to, and
shall constitute, a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by law, by the Articles
of Incorporation or by these bylaws. If, however, such majority shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until the requisite amount of voting stock shall be present,
except that any meeting at which directors are to be elected shall be adjourned
only from day to day until such directors have been elected. At such adjourned
meeting at which the requisite amount of voting stock shall be represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.  Sec. 3.The
shareholders present at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.  Sec. 4.At
each meeting of the shareholders every shareholder having the right to vote
shall be entitled to vote in person or by proxy.  A shareholder or the shareholders agent or
attorney-in-fact may appoint a proxy to vote or otherwise act for the
shareholder by (i) executing a writing authorizing another person or persons to
act for the shareholder as a proxy, or (ii) authorizing another person or
persons to act for the  1


shareholder by transmitting or authorizing the
transmission of an electronic transmission to the person who will be the holder
of the proxy or to such persons agent. 
Appointments shall comply with and be governed by the provisions of the
Washington Business Corporation Act.  The
appointment shall bear a date not more than eleven months prior to said
meeting, unless said appointment provides for a longer period, not exceeding
three years (unless said proxy is coupled with an interest).  The revocation of a proxy shall not be
effective until notice thereof has been given to the secretary.  Each shareholder shall have one vote for each
share of capital stock registered in his or her name on the books of the
corporation.  The vote for directors,
and, upon the demand of any shareholder, the vote upon any question before the
meeting, shall be by ballot.  All
elections shall be had and all questions decided by a plurality vote except
where a greater vote is required by law, the Articles of Incorporation, or
these bylaws.  Sec. 5.A
complete list of the shareholders entitled to vote at the ensuing election,
arranged in alphabetical order, with the residence of each, and the number of
voting shares held by each, shall be prepared by the secretary and filed in the
registered office of the corporation, at least ten days before every election,
and shall at all times during the usual hours for business, and during the
whole time of said election, be open to the examination of any shareholder.  Sec. 6.Special
meetings of the shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called at any time by the chairman of the board,
president, secretary or board of directors. If more than eighteen months are
allowed to elapse without the annual shareholders meeting being held, any
shareholder may call such meeting to be held at the registered office of the
corporation. At any time, upon written request of any director, or of any
shareholder or shareholders holding in the aggregate one-tenth of the voting
power of all shareholders, it shall be the duty of the secretary to call a
special meeting of shareholders to be held at the registered office at such
time as the secretary may fix, not less than ten nor more than thirty-five days
after the receipt of said request, and if the secretary shall neglect or refuse
to issue such call, the director or shareholder or shareholders making the request
may do so. Such request shall state the purpose or purposes of the proposed
meeting.  Sec. 7.(a)Written
notice stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (or in the case of 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, twenty) nor more than sixty days before the
date of the meeting, either personally or by mail, by or at the direction of
the chairman, the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his or her address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.  (b)A
shareholder may waive any notice required by law or these bylaws before or
after the date and time of the meeting that is the subject of the notice, and such
waiver shall be equivalent to giving such notice. Waiver of notice of a meeting
of shareholders shall be effective upon receipt of a written waiver by the
corporation.  Sec. 8.Nominations
for the election of directors may be made by the board of directors, the
governance, nominating and compensation committee of the board of directors, or
by any shareholder entitled to vote in the election of directors. However, any
shareholder entitled to vote in the election of directors may nominate one or
more persons for election as directors at a meeting only if written notice of
the shareholders intent to make the nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to the
secretary of the corporation not later than (i) with respect to an election to
be held at an annual meeting of shareholders, on the date established for
nominations in the proxy statement of the corporation, or if no such date is
established one hundred twenty days in advance of such meeting, and (ii) with
respect to an election to be held at a special meeting of shareholders for the  2


election of directors, the close of business on the
seventh day following the date on which notice of such meeting is first mailed
to the shareholders of the corporation. Each such notice shall set forth: (a)
the name and address of the shareholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of
all arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholders; (d) such
other information regarding each nominee proposed by such shareholder as would
have been required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had the nominee been
nominated, or intended to be nominated, by the board of directors or the
governance, nominating and compensation committee of the board of directors;
and (e) the written consent of each nominee to serve as a director of the
corporation if so elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.  Sec. 9.Tabulation
of votes for election of directors shall be conducted by an inspector or judge,
who may or may not be a stockholder, appointed by the presiding officer of the
meeting. The inspector or judge shall certify to the returns in writing. No
person who is a candidate for the office of director shall be an inspector or
judge.  ARTICLE IV 
DIRECTORS  Sec. 1.The
property and business of this corporation shall be managed by its board of
directors, nine in number, but the number of directors may be decreased to any
number not less than three at any annual meeting of the shareholders, or at any
special meeting of the shareholders called for that purpose, or by a two-thirds
vote of the then directors of the corporation at any regular meeting of such
directors, or at any special meeting of said directors called for that purpose;
provided that no decrease shall shorten the term of any director then in
office..  Sec. 2.The
number of directors of the corporation may likewise be increased in the same
manner as they may be decreased, from three to not more than eleven directors.  Sec. 3.The
directors shall be elected at the annual meeting of the shareholders, and each
director shall be elected to serve until his or her successor shall be elected
and shall qualify.  Sec. 4.The
entire board of directors or any individual director may, at any special
meeting of the shareholders called for that purpose in the manner provided by
Section 6 of Article III hereof, be removed from office by a vote of
shareholders entitled to a vote at an election of directors. In case the board
or any one or more directors be so removed, new directors may be elected at the
same meeting. If less than the entire Board is removed, no individual director
shall be removed in case the votes of a sufficient number of shares are cast
against the resolution for his or her removal which, if cumulatively voted at
an election of the whole board, would be sufficient to elect one or more
directors.  Sec. 5.In
addition to the powers and authorities by these bylaws expressly conferred upon
them, the board may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these bylaws directed or required to be exercised or done by the
shareholders.  Sec. 6.In
addition to reimbursement for reasonable expenses incurred in attending
meetings or otherwise in connection with attention to the affairs of the corporation
and in addition to remuneration as a member of any committee of the board of
directors, each director as such shall be entitled to receive such remuneration
as may be fixed from time to time by the board of directors.  3


Sec. 7.(a)The
board of directors shall meet at a time and place, as fixed by resolution of
the board of directors, on the same date as the annual meeting of shareholders
of the corporation for the purpose of organization or otherwise, and no notice
of such meeting shall be necessary in order legally to constitute a meeting if
it is held at such time, provided that a majority of the whole board shall be
present.  (b)Regular
meetings of the board of directors may be held at such place, whether in this
state or elsewhere, as a majority of the directors may from time to time
appoint.  (c)Regular
meetings 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
directors must be preceded by at least two days notice of the date, time, and
place of the meeting.  (d)A
director may waive any notice required by law or these bylaws before or after
the date and time of the meeting that is the subject of the notice, and such
waiver shall be equivalent to giving such notice. Waiver of notice shall be
effective upon receipt of a written waiver by the corporation.  Sec. 8.If
the office of any director becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise, a majority of
all of the remaining directors, though less than a quorum, shall elect a
successor or successors, who shall hold office for the unexpired term of his or
her predecessor in office and until his or her successor is elected by the
shareholders who may make such election at the next annual meeting of the
shareholders, or at any special meeting called for that purpose and held prior
thereto.  ARTICLE V 
OFFICERS  Sec. 1.  The officers of the
corporation shall be chosen by the board of directors, and shall be a chairman
of the board, a vice chairman of the board, a president, a chief operating
officer, a chief financial officer, one or more vice presidents, a secretary, a
controller, and, if appointed, a treasurer, one or 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 of directors.  The same person may hold more than one
office.  Sec. 2.  The board of
directors, at its first meeting after each annual meeting of shareholders,
shall choose a chairman and vice chairman of the board from their own number,
and a president, a chief operating officer, a chief financial officer, and one
or more vice presidents, a secretary and a controller, who need not be members
of the board.  Sec. 3.The
board may appoint such other officers, vice presidents, assistant secretaries,
assistant treasurers, managers and agents as shall be deemed necessary by it,
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the board.  Sec. 4.The
board of directors shall by resolution fix the salaries and the manner and time
of payment thereof of all of the officers of this corporation.  Sec. 5.Any
officer, manager or agent elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the whole board of
directors, whenever in their judgment  4


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.  Sec. 6.If
any office becomes vacant for any reason, the vacancy may be filled by the
board of directors.  Sec. 7.The
chairman of the board shall, if present, preside at all meetings of directors
(including executive sessions of the board of directors), and shall assure that
the oversight responsibilities of the board of directors are effectively
carried out.  The chairman of the board
may designate another director or officer of the corporation to conduct
meetings of directors, in his or her discretion.  Sec. 8.The
president shall be the chief executive officer of the corporation; he or she
shall preside at all meetings of the shareholders, and shall have general and
active management of the business of the corporation, under the direction of
the board of directors, and shall see that all orders and resolutions of the
board are carried into effect.  Sec. 9.The
chief operating officer, chief financial officer and controller shall have such
duties as may be determined from time to time by the board of directors.  Sec. 10.(a)
The secretary shall, personally or with the assistance of others, prepare and
keep minutes of meetings of the board of directors and shareholders,
authenticate all records of the corporation, attest all certificates of stock
in the name of the corporation, and keep a record of the issuance of
certificates of stock and stock transfers. The secretary shall give, or cause
to be given, notice of all meetings of the shareholders and of the board of
directors, and shall perform such other duties as may be prescribed by the
board of directors. The secretary shall keep in safe custody the seal of the
corporation, and affix the same to any instrument requiring it.  (b)The
assistant secretaries, if any, shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary, and
shall perform such other duties as the board of directors shall prescribe.  Sec. 11.In
case of the absence of any officer of the corporation, or for any reason that
the board may deem sufficient, the board of directors may delegate, for the
time being, the powers or duties, or any of them, of such officer to any other
officer, or to any director.  ARTICLE VI 
CONSIDERATION FOR STOCK  Sec. 1.(a)Without
the consent of any holder of any share of the capital stock of this
corporation, the shares of stock of this corporation may be issued by it from
time to time in such number or amount of shares of said stock, and for such
consideration in labor or services actually performed for the corporation,
money or property, as from time to time may be fixed and determined by the
board of directors of this corporation at any annual meeting or any special
meeting called for said purpose, and the right, power and authority of said
board of directors from time to time so to authorize and order the issuance by
this corporation of the said shares of said stock, in such number or amount of
shares, and for such consideration in labor or services actually performed for the
corporation, money or property, as from time to time said board may fix and
determine, is hereby absolutely reserved to said board of directors.  (b)Payment
or delivery to, or receipt by this corporation of such consideration as may be
so fixed and determined by its board of directors for the issuance of any share
or shares of its said stock, as hereinbefore in this Section provided, shall
operate and be construed, deemed and held to constitute such share or shares
fully paid and non-assessable stock of the corporation.  5


ARTICLE VII 
CERTIFICATES OF STOCK  Sec. 1.The
certificates for shares of the common stock and each series of preferred stock
of the Corporation shall be separately numbered and shall be entered in the
books of the corporation as they are issued. They shall exhibit the holders
name and number of shares and shall be signed by the president or a vice
president and the secretary or an assistant secretary (if any). Where, however,
such certificates are countersigned by a transfer agent and registered by a
registrar, at least one of which shall be other than the corporation itself or
an employee thereof, the signatures of such officers may be facsimile.  Sec. 2.Shares
of stock to be transferred may be transferred by endorsement of the certificate
and its surrender to the secretary for cancellation, whereupon the new
certificate shall issue to the transferee.  ARTICLE VIII 
FIXING RECORD DATE  Sec. 1.For
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any distribution, the board of directors may fix in advance a date
as the record date for any such determination of shareholders, such date in any
case to be not more than seventy days and, in case of a meeting of
shareholders, not less than ten (or in case of 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, twenty) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken.  Sec. 2.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 distribution, the date on which the resolution of the
board of directors declaring such distribution is adopted or the close of
business on the day before the date on which notice of the meeting is mailed,
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 Article, such determination
shall apply to any adjournment thereof.  ARTICLE IX 
REGISTERED SHAREHOLDERS  Sec. 1.The
corporation shall be entitled to treat the holder of record of any share or
shares of stock as the holder in fact thereof and accordingly shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of Washington.  ARTICLE X  LOST
CERTIFICATES  Sec. 1.Any
person claiming a certificate of stock to be lost or destroyed, shall make an
affidavit or affirmation of that fact and 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 the lost or destroyed certificate, or his or
her legal representative, to give the corporation a bond, in such sum as they
may direct, not exceeding double the value of the stock, to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss of any such certificate. A new certificate of the same tenor and
for the same number of shares as the one alleged 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.  6


ARTICLE XI 
CORPORATE BOOKS AND RECORDS; INSPECTION  Sec. 1.The
corporation shall keep a copy of the following records at its principal office:
(a) the Articles of Incorporation or Restated Articles of Incorporation and all
amendments to them currently in effect; (b) the bylaws or restated bylaws,
and all amendments to them currently in effect; (c) the minutes of all
shareholders meetings, and records of all actions taken by shareholders
without a meeting, for the past three years; (d) 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; (e) all written communications to shareholders generally within the past
three years; (f) a list of the names and business addresses of its current
directors and officers; (g) its most recent annual report delivered to the
Secretary of State, and (h) such other records as may be required under
Washington law.  Sec. 2.Any
shareholder of the corporation may inspect and copy, during regular business
hours at the corporations principal office, any of the records of the
corporation specified in Sec. 1 (a) through (g) of this Article, provided the
shareholder gives the corporation written notice of the shareholders demand at
least five business days before the date on which the shareholder wishes to
inspect and copy such records.  Sec. 3.A
shareholder of the corporation is entitled to inspect and copy, during regular
business hours at a reasonable location specified by the corporation, any of
the following records of the corporation provided the shareholder gives the
corporation written notice of the shareholders demand at least five business
days before the date on which the shareholder wishes to inspect and copy such
records and the shareholders demand is made in good faith and for a proper
purpose, the shareholder describes with reasonable particularity the
shareholders purpose and the records the shareholder desires to inspect, and
the records are directly connected with the shareholders purpose: (a) excerpts
from minutes of any meeting of the board of directors, records of any action of
a committee of the board of directors while exercising the authority of the
board of directors, minutes of any meeting of the shareholders (other than
those subject to inspection under Section 1 of this Article XI), and records of
action taken by the shareholders or the board of directors without a meeting;
(b) accounting records of the corporation; and (c) the record of shareholders.  ARTICLE XII 
FISCAL YEAR  Sec. 1.The
fiscal year shall begin the first day of October in each year.  ARTICLE XIII 
DISTRIBUTIONS  Sec. 1.Distributions
upon the capital stock of the corporation, subject to the provisions of the
Articles of Incorporation, may be declared by the board of directors, in its
discretion, at any regular or special meeting, to the extent permitted by
applicable law (including without limitation RCW 23B.06.400 and any amendments
thereto). Distributions may be paid in cash, in property, or in shares of the
capital stock.  ARTICLE XIV 
REPRESENTATION OF SHARES OF OTHER CORPORATIONS  Sec. 1.The
chairman, the president, and the secretary, or any assistant secretary, of the
corporation are authorized to vote, represent and exercise on behalf of the
corporation all rights incident to any and all shares of other corporations
standing in the name of the corporation. Said authority may be exercised by
such officers either in person or by proxy or power of attorney duly executed
by any of said officers.  7


ARTICLE XV 
INDEMNIFICATION OF DIRECTORS AND OFFICERS  Sec. 1.Each
person who was or is made a party or is threatened to be made a party to or is
involved (including, without limitation, as a witness) in any actual or
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative, formal or informal, by reason of the fact that he or she is
or was a director or officer of the corporation or, being or having been such a
director or officer, he or she 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 benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent or in any other capacity, shall be indemnified and held harmless by
the corporation to the full extent 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 connection therewith. Such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that no indemnification shall be provided under this Article
to any such person to the extent that such indemnification would not be
consistent with the Washington Business Corporation Act or other applicable law
as then in effect; provided further, however, that except as provided in Sec. 2
of this Article with respect to proceedings seeking to enforce rights to
indemnification, this corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (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 contract right and shall include the right to be paid
by the corporation the expense incurred in defending any such proceeding in
advance of its final disposition; provided, however, that the payment of such
expenses in advance of the final disposition of a proceeding shall be made to
or on behalf of a director or officer only upon delivery to the corporation of
an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Article or otherwise.  Sec. 2.If
a claim under Sec. 1 of this Article is not paid in full by this corporation
within sixty days after a written claim has been received by this corporation
(except in the case of a claim for expenses incurred in defending a proceeding
in advance of its final disposition, in which case the applicable period shall
be twenty days) the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, to the extent
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. The claimant shall be presumed to be
entitled to indemnification hereunder upon submission of a written claim (and,
in an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition, where the required undertaking
has been tendered to this corporation), and thereafter this corporation shall
have the burden of proof to overcome the presumption that the claimant is not
so entitled. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to this corporation) that the claimant has not met
the standards of conduct which make it permissible hereunder or under the
Washington Business Corporation Act for this corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall
be on this corporation. Neither the failure of this corporation (including its
board of directors, independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of or reimbursement or advancement of expenses to the claimant is
proper in the circumstances because he or she has met the applicable standard
of conduct set forth herein or in the Washington Business Corporation Act nor
an actual determination by this corporation (including its board of directors,
independent legal counsel, or its shareholders) that the claimant is not
entitled to indemnification or to the reimbursement or advancement of expenses
shall be a defense to the action or create a presumption that the claimant is
not so entitled.  8


Sec. 3.The
right to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Article shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Articles of Incorporation, bylaws,
agreement, vote of shareholders or disinterested directors or otherwise.  Sec. 4.The
corporation may maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under the
Washington Business Corporation Act. The corporation may enter into contracts
with any director or officer of the corporation in furtherance of the
provisions of this Article and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.  Sec. 5.The
corporation may, by action of its board of directors from time to time, provide
indemnification and pay expenses in advance of the final disposition of a
proceeding to employees and agents of the corporation with the same scope and
effect as the provisions of this Article with respect to the indemnification
and advancement of expenses of directors and officers of the corporation or
pursuant to rights granted pursuant to, or provided by, the Washington Business
Corporation Act or otherwise.  ARTICLE XVI  AMENDMENTS  Sec. 1These
bylaws may be altered or amended by the affirmative vote of a majority of the
stock issued and outstanding and entitled to vote thereat, at any regular or
special meeting of the shareholders if notice of the proposed alteration or
amendment be contained in the notice of the meeting, or by the affirmative vote
of a majority of the board of directors, subject to the power of the
shareholders to change or repeal such bylaws.  ARTICLE XVII  MISCELLANEOUS STATUTORY
RESTRICTIONS  Sec 1.The
corporation shall have the right to acquire its own shares, and shares so
acquired shall constitute authorized but unissued shares.  Any such acquisition shall constitute a
distribution by the corporation and shall be subject to the limitations on
distributions imposed by applicable law.  Sec. 2.No
loans shall be made by the corporation to its officers or directors unless
permitted by and in compliance with applicable law (including without
limitation section 402 of the Sarbanes-Oxley Act of 2002 and RCW 23B.08.700
through .08.730).  ARTICLE XVIII  MISCELLANEOUS PROCEDURAL
PROVISIONS  Sec. 1.All
meetings of shareholders and directors shall be conducted in the manner
determined by the person acting as chairman of the meeting, to the extent not
inconsistent with the Articles of Incorporation, bylaws or special rules of
order of the corporation.  ARTICLE XIX  COMMITTEES OF THE BOARD OF DIRECTORS  Sec. 1.The
board of directors may, by resolution or resolutions, passed by a majority of
the whole board, designate an executive committee of five directors.  Said committee may meet at stated times, or
on notice  9


to all by any of their number.  During the intervals between meetings of the
board such committee shall advise with and aid the officers of the corporation
in all matters concerning its interests and the management of its business, and
generally perform such other duties and exercise such powers as may be directed
or delegated by the board of directors from time to time.  The board may delegate to such committee
authority to exercise all the powers of the board, except such powers as are
denied to committees under RCW 23B.08.250(5) as such statute shall be amended
from time to time.  Sec. 2.The
board of directors shall designate three 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 as defined by applicable regulations of the U.S. Securities and
Exchange Commission.  The audit committee
shall have such duties as are set forth from time to time in its charter, as
adopted by the board of directors.:  Sec. 3.The
board of directors shall designate three or more of their number to serve the
corporation as a governance, nominating and compensation committee.  The governance, nominating and compensation
committee shall have such duties as are set forth from time in its charter, as
adopted by the board of directors.:  Sec. 4.The
board of directors, by resolution adopted by a majority of the full board of
directors, may designate one or more additional committees of the board of
directors which shall have two or more members and which shall have such duties
and exercise such powers as may be directed or delegated by the board of
directors from time to time.  Vacancies
in the membership of any committee shall be filled by the board of
directors.  Each committee shall keep
regular minutes of its proceedings and report the same to the board of
directors when required.  ARTICLE XX  DESIGNATED ENGINEER  Sec. 1The Designated Engineer, named in a resolution adopted by the Board of
Directors as being in responsible charge or an engineer under the Designated
Engineers direct supervision, has full authority to and, shall make all
engineering decisions pertaining to engineering activities in the State of
Washington.  10