**Exhibit 3.2**

 

**RESTATED BYLAWSCASCADE NATURAL GAS CORPORATION**

**December 8, 2005**

 

**CONTENTS**

 
| **ARTICLE I. Corporate  Offices**                     | ** ** |
|-------------------------------------------------------|------------|
| ** **                                            | ** ** |
| **ARTICLE II. Stock**                                 | ** ** |
| ** **                                            | ** ** |
| 2.1 Issuance of Shares                                |       |
| (a)  Authorized Shares                                |       |
| (b)  Board of Directors Authorization for Issuance    |       |
| (c)  Shares Subject to Restrictions                   |       |
| (d)  When Fully Paid                                  |       |
| (e)  Re-acquisition                                   |       |
|                                                  |       |
| 2.2 Fractional Shares  or Scrip                       |       |
| (a) Issuance                                          |       |
| (b) Scrip                                             |       |
| (c) Rights of  Holders                                |       |
| (d) Conditions  on Issuance                           |       |
|                                                  |       |
| 2.3 Issuance of Rights  or Options to Purchase Shares |       |
|                                                  |       |
| 2.4 No Shareholders’  Preemptive Rights          |       |
|                                                  |       |
| 2.5 Certificates of  Stock                            |       |
|                                                  |       |
| 2.6 Lost or Destroyed  Certificates                   |       |
|                                                  |       |
| 2.7 Stock Records                                     |       |
|                                                  |       |
| 2.8 Record Owners                                     |       |
|                                                  |       |
| 2.9 Stock Transfers                                   |       |
| (a) Method of  Transfer                               |       |
| (b) Surrender of  Old Certificate to Secretary        |       |
| (c) Recording  Transfers                              |       |
|                                                  |       |
| 2.10 Restrictions on  Transfer                        |       |
|                                                  |       |
| **ARTICLE III.  Shareholders**                        | ** ** |
| ** **                                            | ** ** |
| 3.1 Annual Meeting                                    |       |
|                                                  |       |
| 3.2 Special Meetings                                  |       |
|                                                  |       |
| 3.3 Adjourned Meetings                                |       |
|                                                  |       |
| 3.4 Meeting Place                                     |       |
|                                                  |       |
| 3.5 Chair of the  Meeting                             |       |

 

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| 3.6  Notice of Shareholders’ Meetings                  |   |
|-------------------------------------------------------------|--------|
| (a) Annual Meetings                                         |   |
| (b) Special Meetings                                        |   |
| (c) Meetings Concerning Extraordinary Acts                  |   |
| (d) Adjourned Meetings                                      |   |
|                                                        |   |
| 3.7  Waiver of Notice                                       |   |
| (a) Written Waiver                                          |   |
| (b) Waiver by Attendance                                    |   |
| (c) Waiver of Objection to Particular Matter                |   |
|                                                        |   |
| 3.8  Quorum                                                 |   |
| (a) Majority Required                                       |   |
| (b) Shares Represented for Entire Meeting                   |   |
|                                                        |   |
| 3.9  Attendance by Communications Equipment                 |   |
|                                                        |   |
| 3.10  Voting                                                |   |
| (a) General Rule                                            |   |
| (b) Voting on Extraordinary Acts                            |   |
| (c) Election of Directors                                   |   |
| (d) Amendments to Quorum Rules                              |   |
|                                                        |   |
| 3.11  Proxies                                               |   |
| (a) Voting by Proxy                                         |   |
| (b) Proxy Appointment                                       |   |
| (c) Term of Appointment                                     |   |
| (d) Death or Incapacity of Shareholder                      |   |
| (e) Corporation’s Power to Accept Proxy’s Actions |   |
|                                                        |   |
| 3.12  Corporation’s Acceptance of Votes                |   |
| (a) Acceptance of Vote                                      |   |
| (b) Vote Not by Shareholder                                 |   |
| (c) Rejection of Vote                                       |   |
|                                                        |   |
| 3.13  Shareholders’ List for Meeting                   |   |
| (a) Shareholders’ List                                 |   |
| (b) List Available for Inspection                           |   |
| (c) List at Meeting                                         |   |
| (d) Right to Copy                                           |   |
|                                                        |   |
| 3.14  Fixing the Record Date                                |   |
| (a) Date for Meetings                                       |   |
| (b) Date for Adjourned Meetings                             |   |
| (c) Date for Dividends and Distributions                    |   |
|                                                        |   |
| 3.15  Ratification                                          |   |

 

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| **ARTICLE IV. Board of  Directors**                    | ** ** |
|--------------------------------------------------------|------------|
| ** **                                             | ** ** |
| 4.1 Management  Responsibility                         |       |
|                                                   |       |
| 4.2 Duties of Directors                                |       |
| (a) Due Care and  Loyalty                              |       |
| (b) Right to  Rely on Experts                          |       |
| (c) Failure to  Act in Good Faith                      |       |
|                                                   |       |
| 4.3 Number and  Qualification of Directors             |       |
|                                                   |       |
| 4.4 Election of  Directors                             |       |
| (a) Annual  Election                                   |       |
| (b) Cumulative  Voting                                 |       |
| (c) Election                                           |       |
|                                                   |       |
| 4.5 Term of Office                                     |       |
|                                                   |       |
| 4.6 Vacancy on Board of  Directors                     |       |
|                                                   |       |
| 4.7 Resignation                                        |       |
|                                                   |       |
| 4.8 Removal                                            |       |
| (a) Special  Meeting                                   |       |
| (b) Voting                                             |       |
|                                                   |       |
| 4.9 Meetings                                           |       |
| (a) Annual  Meeting                                    |       |
| (b) Regular  Meetings                                  |       |
| (c) Special  Meetings                                  |       |
| (d) Adjourned  Meetings                                |       |
|                                                   |       |
| 4.10 Quorum and Voting  of Directors                   |       |
| (a) Majority  Constitutes a Quorum                     |       |
| (b) Action in  Absence of a Quorum                     |       |
| (c) Dissent by  Directors                              |       |
|                                                   |       |
| 4.11 Committees                                        |       |
| (a) Creation                                           |       |
| (b) Standing  Committees                               |       |
| (1) Executive Committee                                |       |
| (2) Audit Committee                                    |       |
| (3) Governance,  Nominating and Compensation Committee |       |
| (c) Additional  Committees                             |       |
| (d) Rules  Governing Committees                        |       |
| (e) Powers of  Committees                              |       |
| (f) Limitations  on Committee Action                   |       |
| (g) Minutes                                            |       |
| (h) No Relief  from Responsibility                     |       |
|                                                   |       |
| 4.12 Attendance by  Communications Equipment           |       |
|                                                   |       |
| 4.13 Action by  Directors without a Meeting            |       |

 

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| 4.14 Notice of Meeting                                           |       |
|------------------------------------------------------------------|------------|
| (a) Regular  Meetings                                            |       |
| (b) Special  Meetings                                            |       |
| (c) Waiver of  Notice                                            |       |
|                                                             |       |
| 4.15 Chair of the  Meeting                                       |       |
|                                                             |       |
| 4.16 Compensation                                                |       |
|                                                             |       |
| 4.17 Liability for  Unlawful Distributions                       |       |
| (a) Director’s  Liability                                   |       |
| (b) Right to  Contribution                                       |       |
|                                                             |       |
| **ARTICLE V. Conflicting  Interest Transactions**                | ** ** |
| ** **                                                       | ** ** |
| 5.1 Definitions                                                  |       |
|                                                             |       |
| 5.2 Directors’ Action                                       |       |
| (a) Majority  Vote                                               |       |
| (b) Director’s  Disclosure                                  |       |
| (c) Quorum                                                       |       |
|                                                             |       |
| 5.3 Shareholders’  Action                                   |       |
| (a) Majority  Vote                                               |       |
| (b) Quorum                                                       |       |
| (c) Director’s  Disclosure                                  |       |
|                                                             |       |
| **ARTICLE VI.  Indemnification of Directors and Officers**       | ** ** |
| ** **                                                       | ** ** |
| 6.1 Right to Indemnify                                           |       |
|                                                             |       |
| 6.2 Payment of Claims                                            |       |
|                                                             |       |
| 6.3 Right Not Exclusive                                          |       |
|                                                             |       |
| 6.4 Insurance                                                    |       |
|                                                             |       |
| 6.5 Advances for  Expenses                                       |       |
|                                                             |       |
| **ARTICLE VII. Officers**                                        | ** ** |
| ** **                                                       | ** ** |
| 7.1 Officers and Their  Duties                                   |       |
| (a) Chairperson  of the Board of Directors                       |       |
| (b) President                                                    |       |
| (c) Chief  Financial Officer                                     |       |
| (d) Secretary                                                    |       |
| (e) Vice  Presidents, Controller, Treasurer                      |       |
| (f) Designated  Engineer                                         |       |
| (g) Additional  Duties; Other Officers and Agents                |       |
| (h) Authority to  Enter Contracts and to Issue Checks and Drafts |       |
|                                                             |       |
| 7.2 Qualifications                                               |       |

 

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| 7.3 Standards of  Conduct for Officers                    |       |
|-----------------------------------------------------------|------------|
| (a) Due Care and  Loyalty                                 |       |
| (b) Right to  Rely on Experts                             |       |
| (c) Failure to  Act in Good Faith                         |       |
|                                                      |       |
| 7.4 Delegation                                            |       |
|                                                      |       |
| 7.5 Election and Term  of Office                          |       |
|                                                      |       |
| 7.6 Vacancies                                             |       |
|                                                      |       |
| 7.7 Resignation                                           |       |
|                                                      |       |
| 7.8 Removal                                               |       |
|                                                      |       |
| 7.9 Compensation                                          |       |
|                                                      |       |
| **ARTICLE VIII.  Dividends and Distributions**            | ** ** |
| ** **                                                | ** ** |
| **ARTICLE IX. Notices**                                   | ** ** |
| ** **                                                | ** ** |
| 9.1 Method of Notice                                      |       |
| (a) General                                               |       |
| (b) Methods of  Communication                             |       |
| (c) Effective  Date of Notice to Shareholder              |       |
| (d) Notice to  the Corporation                            |       |
| (e) Effective  Date of Notice to Other Parties            |       |
|                                                      |       |
| 9.2 Oral Notice                                           |       |
|                                                      |       |
| 9.3 Waiver of Notice                                      |       |
|                                                      |       |
| **ARTICLE X. Corporate  Books and Records; Inspection**   | ** ** |
| ** **                                                | ** ** |
| 10.1 Maintenance of  Corporate Records                    |       |
|                                                      |       |
| 10.2 Shareholder’s Right to Inspect and Copy Records |       |
| (a) Primary  Records                                      |       |
| (b) Additional  Records                                   |       |
|                                                      |       |
| **ARTICLE XI. Financial  Matters**                        | ** ** |
| ** **                                                | ** ** |
| 11.1 Books and Records  of Account                        |       |
|                                                      |       |
| 11.2 Fiscal Year                                          |       |
|                                                      |       |
| 11.3 Loans                                                |       |

 

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| **ARTICLE XII. Amendment  of Bylaws**               | ** ** |
|-----------------------------------------------------|------------|
| ** **                                          | ** ** |
| 12.1 Amendment of Bylaws by the Shareholders        |       |
|                                                |       |
| 12.2 Amendment of  Bylaws by the Board of Directors |       |
|                                                |       |
| **ARTICLE XIII.  Corporate Seal**                   | ** ** |
| ** **                                          | ** ** |
| **ARTICLE XIV.  Miscellany**                        | ** ** |
| ** **                                          | ** ** |
| 14.1 Inspector of  Elections                        |       |
|                                                |       |
| 14.2 Duties of  Inspector of Elections              |       |
|                                                |       |
| 14.3 Rules of Order                                 |       |
|                                                |       |
| 14.4 Number and Gender                              |       |
|                                                |       |
| 14.5 Severability                                   |       |
|                                                |       |
| **ARTICLE XV. Authentication**                      | ** ** |

 

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**RESTATED BYLAWSCASCADE NATURAL GAS CORPORATION**

**December 8, 2005**

 

# **ARTICLE I.  CORPORATE OFFICES**

# ** **

Thecorporation shall maintain a registered office in the State of Washington.  The Board of Directors may establish otheroffices in or outside the State of Washington.

 

# **ARTICLE II.  STOCK**

# ** **

**2.1****         ****Issuance of Shares**.

 

(a) *Authorized Shares. *The corporation may issue thenumber of shares of each class or series authorized by the Articles of Incorporation.  Shares that are issued are outstanding sharesuntil they are reacquired, redeemed, converted,or canceled.

 

(b) *Board of DirectorsAuthorization for Issuance.* The Board of Directors must authorize any issuance of shares.  The Board of Directors may issue shares inexchange for consideration consisting of any tangible or intangible property orbenefit to the corporation, including cash, promissory notes, servicesperformed, contracts for services to be performed, or other securities of thecorporation.  The Board of Directors’authorization must state the maximum number of shares of each class or seriesthat may be issued and the consideration to be received for each share.

 

(c) *Sales Subject toRestrictions.*  The corporationmay issue shares which are subject to restrictions on their transfer, asprovided in Section 2.10.

 

(d) *When Fully Paid.*  When the corporation has received theconsideration in exchange for which the Board of Directors has authorized theissuance of shares, the shares issued will be fully paid and nonassessable.

 

(e) *Re**-Acquisition.*  The corporation may acquire its ownshares.  Shares so acquired shallconstitute authorized but unissued shares.

 

**2.2**          **Fractional Shares or Scrip.**

 

(a)*Issuance.*  The corporation may:

 

(1)Issue fractions of a share or pay in money the value of fractions of a share;

 

(2)Arrange for disposition of fractional shares by the shareholders; and

 

(3)Issue scrip entitling the holder to receive a full share upon surrenderingenough scrip to equal a full share.

 

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(b)*Scrip.*  Each certificate representing scrip must beconspicuously labeled “scrip,” and must state on its face:

 

(1)The name of this corporation;

 

(2)That this corporation is organized under the laws of the State of Washington;

 

(3)The name of the person to whom it is issued; and

 

(4)The fractional portion and class of shares and the designation of the series,if any, the certificate represents.

 

(c)*Rights of Holders.*  The holder of a fractional share is entitledto exercise the rights of a shareholder, including the right to vote, toreceive dividends, and to participate in the assets of the corporation uponliquidation.  The holder of scrip is notentitled to any of these rights unless the scrip so provides.

 

(d)*Conditions on Issuance.*  The Board of Directors may authorize theissuance of scrip subject to any condition considered desirable, including:

 

(1)That the scrip will become void if not exchanged for full shares before aspecified date; and

 

(2)That the shares for which the scrip is exchangeable may be sold and theproceeds paid to the scripholders.

 

**2.3**          **Issuance of Rights or Options to Purchase Shares.**  The corporation may issue rights, options, orwarrants for the purchase of shares of the corporation.  The Board of Directors shall determine theterms upon which the rights, options, or warrants are issued, their form andcontent, and the consideration for which the shares are to be issued uponexercise of any such right, option, or warrant.

 

**2.4**          **No Shareholders’ Preemptive Rights.**   In accordance with the Articles ofIncorporation, shareholders do not have preemptive or preferential rights toacquire amounts of the corporation’s unissued shares.

 

**2.5**          **Certificates of Stock.**  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’sname and number of shares and shall be signed by the President or a VicePresident and the Secretary or an Assistant Secretary (if any).  Where, however, such certificates arecountersigned by a transfer agent and registered by a registrar, at least oneof which shall be other than the corporation itself or an employee thereof, thesignatures of such officers may be facsimile.

 

**2.6**          **Lost or Destroyed Certificates.**  The Secretary may issue a replacementcertificate in place of a lost, mutilated, or destroyed certificate, upon proofthat the certificate was lost, mutilated, or destroyed, if the holder of thecertificate gives a satisfactory bond of

 

2

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indemnity to the corporation. The Secretary may issue a replacement certificate without requiring anybond when the Board of Directors determines it is proper to do so.

 

**2.7**          **Stock Records.**  TheSecretary shall keep the stock transfer books at the registered office orprincipal place of business of the corporation, or at the office of the corporation’stransfer agent or registrar.  TheSecretary, or the transfer agent or registrar, shall enter on the stocktransfer books the name and address of each shareholder, together with theclass, number of shares, and date on which the shares were issued ortransferred to the shareholder.  Eachshareholder shall keep the shareholder’s current address on file with theSecretary.

 

**2.8**          **Record Owners.**  Thecorporation shall treat a shareholder of record as the owner of the shares forall purposes.  The corporation shall notbe bound to recognize any claim to or interest in any share on the part of anyother person, whether or not it has notice of such a claim or interest, untilthat person’s name has been entered on the transfer books as the shareholder ofrecord.

 

**2.9**          **Stock Transfers.**

 

(a)*Method of Transfer.*  Subject to any restrictions placed on thetransfer of shares at or prior to the time such shares are issued, shareholdersmay transfer their shares by delivering the certificates to the transferee,accompanied by:

 

(1)An assignment in writing on the back of the certificate, or an assignmentseparate from certificate, or a written power of attorney to sell, assign, andtransfer the shares which is signed by the record holder of the certificate;and

 

(2)Any additional documents, instruments, or other evidences necessary to satisfythe requirements of any transfer restrictions applicable to the shares by lawor by contract.

 

(b)*Surrender of Old Certificate to Secretary.*  Upon receipt of a transferred certificate, atransferee shall surrender the certificate, along with evidence that thecertificate was transferred to the transferee, to the Secretary, so that theSecretary may record the transfer on the stock transfer books and issue a newcertificate to the transferee.

 

(c)*Recording Transfers.*  Except as otherwise specifically provided inthese Bylaws, the Secretary shall not record any shares of stock as having beentransferred on the books of the corporation until the outstanding certificatesfor those shares have been surrendered to the corporation.  The Secretary shall cancel all certificatessurrendered to the corporation for transfer. The Secretary shall issue no new certificate until the formercertificate representing those shares has been surrendered and canceled, exceptas provided in Section 2.6.

 

**2.10**        **Restrictions on Transfer.**  The Board of Directors may restrict thetransfer of the corporation’s shares as permitted by law.  The existence of any such restriction shallbe noted conspicuously on the front or back of the certificate.  No such restriction will affect shares issuedbefore the restriction was adopted, unless the holders of the shares areparties to the restriction agreement or voted in favor of the restriction.

 

3

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# **ARTICLE III. SHAREHOLDERS**

# ** **

**3.1**          **Annual Meeting.**  Thecorporation shall hold a meeting of the shareholders annually on a date and ata time and place set by the Board of Directors for the purposes of electingdirectors and transacting such other business as may come before the meeting.

 

**3.2**          **Special Meetings.**

 

Thecorporation shall hold a special meeting of the shareholders:

 

(a)On call of the Board of Directors, the Chairperson, or the President; or

 

(b)If the holders of at least ten percent (10%) of all the votes entitled to becast on any issue proposed to be considered at the meeting, sign, date, anddeliver to the Secretary one or more written demands for a special meetingwhich describe the purposes for the meeting.

 

Onlyissues identified in the notice of a special meeting may be conducted at thatmeeting.  The Secretary shall issuenotice of any special meeting as provided in Paragraph 3.6(b).

 

**3.3**          **Adjourned Meetings.**  Thechair of the meeting may adjourn a shareholders’ meeting at any time a quorum,as that term is defined in Section 3.8, is not present.  With the consent of the holders of a majorityof the shares represented in person or by proxy, and entitled to vote at ashareholders’ meeting, the chair of the meeting may adjourn the meeting for anyreason to a time and place determined by the chair of the meeting.  The chair of the meeting may adjourn ameeting at which directors are to be elected only from day to day until thedirectors are elected.  The shareholdersmay conduct any business at an adjourned meeting which they might haveconducted at the original meeting.

 

**3.4**          **Meeting Place.** Shareholders’ meetings may be held either at the corporation’sregistered Washington office or at any other place designated by the Board ofDirectors and identified in the notice of the meeting.

 

**3.5**          **Chair of the Meeting.**  The President shall serve as chair of allshareholders’ meetings.  In the absenceof or by appointment of the President, the Chairperson or any other personappointed by the Chairperson shall serve as chair of a shareholders’ meeting.

 

**3.6**          **Notice of Shareholders’ Meetings.**

 

(a)*Annual Meetings.*  The corporation shall notify the shareholdersof each annual shareholders’ meeting. The corporation shall deliver notice, as provided in Section 9.1, atleast ten (10), but not more than sixty (60), days before the meetingdate.  Notice of an annual meeting neednot include a description of the purposes of the meeting, except as providedunder Paragraph (c) below.  The corporationmust deliver notice to all shareholders entitled to vote at the annual meeting,and must notify certain other shareholders of an annual meeting as provided inParagraph (c) below.

 

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(b)*Special Meetings.*  The corporation shall notify the shareholdersentitled to vote on the actions to be considered at any special meeting calledpursuant to Section 3.2.  The corporationneed not notify all shareholders unless required to do so as provided inParagraph (c) below.  The notice mustinclude a description of the purposes for which the meeting was called, and beaccompanied by other materials described in Paragraph (c) below.  The corporation must deliver the notice atleast ten (10), but not more than sixty (60), days before the meetingdate.  If the corporation fails to issuethe notice within ten (10) days after shareholders holding ten percent (10%) ormore of the outstanding shares entitled to vote on a particular issue havedelivered to the Secretary written demand for a special meeting to considerthat issue in accordance with Paragraph 3.2(b), the shareholders requesting themeeting may issue the notice on behalf and at the expense of the corporation.

 

(c)*Meetings Concerning Extraordinary Acts.*  If a purpose of a shareholders’ meeting is toconsider action on an amendment to the Articles of Incorporation, a plannedmerger or share exchange a proposed sale, lease, or other disposition of all orsubstantially all of the property of the corporation other than in the regularcourse of business, or the dissolution of the corporation, the corporationshall notify all shareholders, whether or not entitled to vote, at least twenty(20), but not more than sixty (60), days before the date of the meeting.  The notice must describe the proposed actionwith reasonable clarity and must contain or be accompanied by a copy of theproposed Amendment, the plan of merger or exchange, or the agreement of sale orlease, as applicable.

 

(d)*Adjourned Meetings.*  In general, the corporation need not providenotice to the shareholders of an adjourned meeting if the time, date, and placefor reconvening the meeting is announced before the meeting is adjourned.  However, if the chair of a meeting adjourns ameeting for more than one hundred twenty (120) days from the date of theoriginal meeting, the Secretary shall fix a new record date for the adjournedmeeting and shall issue a new notice of the adjourned meeting to eachshareholder of record entitled to notice of or to vote at the adjournedmeeting.

 

**3.7**          **Waiver of Notice.**

 

(a)*Written Waiver.*  A shareholder may waive any notice before orafter the date and time of the meeting that is the subject of the notice.  Except as provided by Paragraphs (b) and (c),the waiver must be in writing, signed by the shareholder entitled to thenotice, and delivered to the corporation for inclusion in the minutes or filingwith the corporate records.

 

(b)*Waiver by Attendance.*  A shareholder’s attendance at a meetingwaives objection to lack of notice or defective notice of the meeting, unlessthe shareholder at the beginning of the meeting objects to holding the meetingor transacting business at the meeting.

 

(c)W*aiver of Objection to Particular Matter.*  A shareholder waives objection to considerationof a particular matter at a meeting that is not within the purposes describedin the meeting notice, unless the shareholder objects to considering the matterwhen it is presented.

 

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**3.8**          **Quorum.**

 

(a)*Majority Required.*  The holders of a majority of the stock issuedand outstanding and entitled to vote thereat, present in person, or representedby proxy, shall be requisite to, and shall constitute, a quorum at all meetingsof the shareholders for the transaction of business, except as otherwiseprovided by law, by the Articles of Incorporation or by these Bylaws.  If, however, such majority shall not bepresent or represented at any meeting of the shareholders, the shareholdersentitled to vote thereat, present in person or by proxy, shall have power toadjourn the meeting from time to time, without notice other than announcementat 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 adjournedonly from day to day until such directors have been elected.  At such adjourned meeting at which therequisite amount of voting stock shall be represented, any business may betransacted which might have been transacted at the meeting as originallynotified.

 

(b)*Shares Represented for Entire Meeting.*  Once a share is represented for any purposeat a meeting other than solely to object to holding the meeting or totransacting business at the meeting, the share is deemed present for purposesof establishing a quorum for the remainder of the meeting and for anyadjournment of that meeting unless a new record date is set for the adjournedmeeting in accordance with Paragraph 3.14(b).

 

**3.9**          **Attendance by Communications Equipment.**  At the discretion of the chair of themeeting, shareholders may participate in a shareholders’ meeting by any meansof communication which enables all persons participating in the meeting to heareach other simultaneously during the meeting. A shareholder who participates by means of communications equipment isdeemed to be present in person at the meeting.

 

**3.10**        **Voting.**

 

(a)*General Rule.*  In general, if a quorum is present, a mattermay be approved by a voting group if the votes cast within the voting group favoringthe action exceed the votes cast within the voting group opposing the action.

 

(b)*Voting on Extraordinary Acts.*  The holders of more than two-thirds (2/3) ofall shares entitled to vote on an amendment to the Articles of Incorporation, aplan of merger or share exchange, a sale of assets other than in the regularcourse of business, or a proposal to dissolve the corporation must vote infavor of the proposed action for the corporation to take the action.

 

(c)*Election of Directors.*  Directors shall be elected in accordance withthe provisions of Section 4.4.

 

(d)*Amendments to Quorum Rules.*  An amendment to the Articles of Incorporationadding, changing, or deleting either (i) a quorum for a voting groupgreater or lesser than specified in Paragraph 3.8(a), or (ii) avoting requirement for a voting group greater than specified inParagraph (a) above must meet the same quorum requirement and be adoptedby the same vote and voting groups required to take action under the quorum andvoting requirements then in effect.

 

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**3.11**        **Proxies.**

 

(a)*Voting by Proxy.*  A shareholder may vote the shareholder’sshares in person or by proxy.

 

(b)*Proxy Appointment.*  A shareholder or the shareholder’s agent orattorney-in-fact may appoint a proxy to vote or otherwise act for suchshareholder by (i) executing a writing authorizing another person or persons toact for the shareholder as proxy, or (ii) authorizing another person or personsto act for the shareholder as proxy by transmitting or authorizing thetransmission of a legally valid electronic transmission to the person or dulyauthorized agent who will be the holder of the proxy.

 

(c)*Term of Appointment.*  An appointment of a proxy is effective whenreceived by the Secretary.  Anappointment is valid for eleven (11) months unless it is revoked earlier or theappointment form expressly provides for a longer period.

 

(d)*Death or Incapacity of Shareholder.*  The death or incapacity of the shareholderappointing a proxy does not affect the right of the corporation to accept theproxy’s authority, unless the Secretary is given notice of the death orincapacity before the proxy exercises the proxy’s authority under theappointment.

 

(e)*Corporation’s Power to Accept Proxy’s Actions.*  The corporation is entitled to accept aproxy’s vote or other action as that of the shareholder, subject to theprovisions of Section 3.12 and to any express limitation on the proxy’sauthority appearing on the face of the appointment form.

 

**3.12**        **Corporation’s Acceptance of Votes.**

 

(a)*Acceptance of Vote.*  If the name signed on a vote, consent,waiver, or proxy appointment corresponds to the name of a shareholder, thecorporation may accept the vote, consent, waiver, or proxy appointment as theshareholder’s act.

 

(b)*Vote Not by Shareholder.*  If the name signed on a vote, consent,waiver, or proxy appointment does not correspond to the name of itsshareholder, the corporation may accept the vote, consent, waiver, or proxyappointment as the shareholder’s act if:

 

(1)The shareholder is an entity and the name signed purports to be that of anofficer, partner, or agent of the entity;

 

(2)The name signed purports to be that of an administrator, executor, guardian, orconservator representing the shareholder and evidence of fiduciary statusacceptable to the corporation has been presented with respect to the vote,consent, waiver, or proxy appointment;

 

(3)The name signed purports to be that of a receiver or trustee in bankruptcy ofthe shareholder, and evidence of this status acceptable to the corporation hasbeen presented with respect to the vote, consent, waiver, or proxy appointment;

 

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(4)The name signed purports to be that of a pledgee, beneficial owner, orattorney-in-fact of the shareholder and evidence acceptable to the corporationof the signatory’s authority to sign for the shareholder has been presentedwith respect to the vote, consent, waiver, or proxy appointment; or

 

(5)Two or more persons are the shareholder as co-tenants or fiduciaries, the namesigned purports to be the name of at least one of the co-owners, and the personsigning appears to be acting on behalf of all the co-owners.

 

(c)*Rejection of Vote.*  The corporation may reject a vote, consent,waiver, or proxy appointment if the Secretary has reasonable basis for doubtabout the validity of the signature or about the signatory’s authority to signfor the shareholder.

 

**3.13**        **Shareholders’ List for Meeting.**

 

(a)*Shareholders’ List.*  After the corporation fixes a record date fora meeting, the Secretary shall prepare an alphabetical list of the names of allshareholders as of the record date who are entitled to notice of ashareholders’ meeting.  The list must bearranged by voting group (and within each voting group by class or series ofshares), show the most recent address on file of each shareholder, and identifythe number of shares held by each shareholder.

 

(b)*List Available for Inspection.*  The Secretary shall make the shareholders’list available for inspection by any shareholder, beginning ten (10) days priorto the meeting and continuing through the meeting.  The list will be available at thecorporation’s principal office or at a place (identified in the meeting notice)in the city where the meeting will be held. A shareholder, or the shareholder’s agent, may inspect the list duringregular business hours and at the shareholder’s expense during the period it isavailable for inspection.

 

(c)*List at Meeting.*  The Secretary shall make the shareholders’list available at the meeting.  Anyshareholder or shareholder’s agent may inspect the list at any time during themeeting or any adjourned meeting.

 

(d)*Right to Copy.*  A shareholder may copy the list as providedin Section 10.2.

 

**3.14**        **Fixing the Record Date.**

 

(a)*Date for Meetings.*  The Board of Directors shall fix a recorddate in order to determine which shareholders are entitled to notice of ashareholders’ meeting or to vote at the meeting.  If the Board of Directors fails to fix arecord date for a meeting, then the day before the first notice of the meetingis delivered to the shareholders shall be the record date.  If the Secretary does not issue notice of ameeting because all shareholders entitled to notice have waived notice, thenthe record date shall be the date on which the Secretary received the lastwaiver of notice.

 

(b)*Date for Adjourned Meetings.*  Once the Secretary has determined whichshareholders are entitled to notice of or to vote at a shareholders’ meeting,the determination is effective for any adjournment of the meeting unless theBoard of Directors fixes a new record

 

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date.  The Board of Directorsmust fix a new record date if the meeting is adjourned for more than onehundred twenty (120) days after the date fixed for the original meeting.

 

(c)*Date for Dividends and Distributions.*  If the Board of Directors fails to fix arecord date for determining which shareholders are entitled to receive a share dividendor a distribution which does not involve a purchase, redemption, or otheracquisition of the corporation’s shares, the record date shall be the date theBoard of Directors authorizes that dividend or distribution.

 

**3.15**        **Ratification.**  Any action takenby the corporation, the directors, or the officers which is subsequentlyauthorized, approved, or ratified by vote of the number of shares that wouldhave been sufficient to approve the action in the first instance, shall bevalid and binding as though ratified by every shareholder of the corporation.

 

# **ARTICLE IV. BOARD OF DIRECTORS**

# ** **

**4.1**          **Management Responsibility.**  The property and business of this corporationshall be managed by its Board of Directors. In addition to the powers and authorities by these Bylaws expresslyconferred upon them, the Board of Directors may exercise all such powers of thecorporation and do all such lawful acts and things as are not by statute or bythe Articles of Incorporation or by these Bylaws directed or required to be exercisedor done by the shareholders.

 

**4.2**          **Duties of Directors.**

 

(a)*Due Care and Loyalty.*  Each person who is a director shall performthe duties of a director, including any duties the director may have as amember of any Committee:

 

(1)In good faith;

 

(2)In a manner the director reasonably believes to be in the best interests of thecorporation; and

 

(3)With the care an ordinarily prudent person in a like position would use undersimilar circumstances.

 

(b)*Right to Rely on Experts.* In performing corporate duties, a director mayrely on information, opinions, reports, or statements, including financialstatements or other financial data prepared or presented by:

 

(1)One or more officers or employees of the corporation whom the directorreasonably believes to be reliable and competent in the matters presented;

 

(2)Legal counsel, public accountants, or other persons concerning matters whichthe director reasonably believes to be within their professional or expertcompetence; or

 

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(3)A Committee, the deliberations of which the director reasonably believes meritsconfidence, concerning matters within the Committee’s designated authority.

 

(c)*Failure to Act in Good Faith.*  A director fails to act in good faith if thedirector relies on information provided by the above persons even though thedirector has knowledge concerning a particular matter that would make relianceon the information unwarranted.

 

**4.3**          **Number and Qualification of Directors.**  In accordance with the Articles ofIncorporation, the Board of Directors shall consist of nine in number, but thenumber of directors may be increased to any number not exceeding eleven (11) ordecreased to any number not less than three (3) at any annual meeting of theshareholders, or at any special meeting of the shareholders called for thatpurpose, or by a two-thirds vote of the then directors of the corporation atany regular meeting of such directors, or at any special meeting of suchdirectors called for that purpose; provided that no decrease shall shorten theterm of any director then in office.

 

**4.4**          **Election of Directors.**

 

(a)*Annual Elections.*  The directors shall be elected at the annualmeeting of the shareholders, and each director shall be elected to serve untilhis or her successor shall be elected and shall qualify.

 

(b)*Cumulative Voting.*  Shareholders entitled to vote at any electionof directors may cumulate votes by multiplying the number of votes they areentitled to cast by the number of directors for whom they are entitled to voteand to cast the product for a single candidate or to distribute the productamong two or more candidates.

 

(c)*Election.*  In any election of directors, the candidateselected are those who receive the largest number of votes cast by the sharesentitled to vote in the election, up to the number of directors to be elected.

 

**4.5**          **Term of Office.**  Eachdirector shall hold office for a one-year term until the next succeeding annualmeeting, and thereafter until the director’s successor is elected andqualified.  If a director dies, resigns,or is removed, the director’s replacement shall serve throughout the remainingportion of the director’s term, and thereafter until the director’s successoris elected and qualified.

 

**4.6**          **Vacancy on Board of Directors.**  If a vacancy occurs on the Board ofDirectors, the directors then in office may fill the vacancy by the affirmativevote of a majority of all the directors in office, even if a quorum is notpresent.

 

**4.7**          **Resignation.**  A directormay resign at any time by delivering written notice to the Chairman, thePresident, the Secretary, or each member of the Board of Directors.  A resignation shall take effect when noticeis delivered, unless the notice specifies a later effective date.  The corporation need not accept a resignationfor the resignation to be effective.  Aresignation shall not affect the rights of the corporation under any contractwith the resigning director.

 

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**4.8**          **Removal.**

 

(a)*Special Meeting.*  The shareholders may remove one or moredirectors, with or without cause, only at a special meeting of shareholderscalled expressly for that purpose.  Thenotice of the meeting must state that the purpose of the meeting is to removeone or more directors.

 

(b)*Voting.*  The shareholders may remove a director byaffirmative vote of the holders of a majority of the shares entitled to vote onthe election of that director.  Adirector may not be removed if votes sufficient to elect the director are votedagainst the director’s removal.

 

**4.9**          **Meetings.**

 

(a)*Annual Meeting.*  The Board of Directors shall meet at a timeand place on the same date as the annual meeting of shareholders of thecorporation for the purpose of organization or otherwise, and no notice of suchmeeting shall be necessary in order legally to constitute a meeting if it isheld at such time, provided that a majority of the whole Board of Directorsshall be present.

 

(b)*Regular Meetings.*  Regular meetings of the Board of Directorsmay be held at such place or places, whether in this state or elsewhere, as amajority of the directors may from time to time determine.  Regular meetings of the Board of Directorsmay be held without notice of the date, time, place, or purpose of themeetings.  The Board of Directors mayhold regular meetings at such places and times as they may determine.

 

(c)*Special Meetings.*  The Chairperson or any two directors may calla special meeting of the Board of Directors. Special meetings of the Board of Directors must be preceded by at leasttwo days’ notice of the date, time, and place of the meeting.

 

(d)*Adjourned Meetings.*  A majority of the directors present may voteto adjourn any meeting to another time and place even if the number of directorspresent or voting does not constitute a quorum. If the meeting is adjourned for more than forty-eight (48) hours, theSecretary shall give notice of the time and place of the adjourned meeting tothe directors who were not present at the time the meeting was adjourned.

 

**4.10**        **Quorum and Voting of Directors.**

 

(a)*Majority Constitutes a Quorum.*  A majority of the directors shall constitutea quorum for the transaction of business at a meeting, except as provided inSection 4.6 and in Paragraph (b) below. The appropriate percentage of the directors present at a meeting atwhich a quorum is present may take any actions which the directors areauthorized to take on behalf of the corporation.

 

(b)*Action in Absence of a Quorum.* The Board of Directors may continue totransact business at a meeting at which a quorum was initially present.  In order to take any action at a meeting atwhich a quorum is no longer present, the action must be approved by asufficient percentage of the number of directors required to establish aquorum.

 

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(c)*Dissent by Directors.*  A director may abstain or dissent from anyaction taken.  However, a director maynot dissent or abstain if the director voted in favor of the action taken.  A director who is present at a meeting whenaction is taken is deemed to have assented to the action taken unless:

 

(1)The director objects at the beginning of the meeting to holding the meeting orto transacting business at the meeting;

 

(2)The director’s dissent or abstention from the action taken is entered in theminutes of the meeting; or

 

(3)The director delivers written notice of the director’s dissent or abstention tothe chair of the meeting before the Board of Directors adjourns the meeting orto the corporation within a reasonable time after the Board of Directorsadjourns the meeting.

 

**4.11**        **Committees.**

 

(a)*Creation.*  The Board of Directors may create one or moreCommittees of directors.  Each Committeemust have two or more members.

 

(b)*Standing Committees.*  The following shall be standing committees ofthe Board of Directors:

 

(1)*Executive Committee.*  The Board of Directors may designate anExecutive Committee of five directors. Said Committee may meet at stated times, or on notice to all by any oftheir number.  During the intervalsbetween meetings of the Board of Directors such Committee shall advise with andaid the officers of the corporation in all matters concerning its interests andthe management of its business, and generally perform such other duties andexercise such powers as may be directed or delegated by the Board of Directorsfrom time to time.  The Board ofDirectors may delegate to such Committee authority to exercise all the powersof the Board of Directors, except such powers as are denied to committees underRCW 23B.08.250(5) as such statute shall be amended from time to time.

 

(2)*Audit Committee.*  The Board of Directors shall designate threeor more of their number to serve as an Audit Committee.  All members of the Audit Committee shall beindependent of management and shall satisfy applicable legal requirements,including those of the U.S. Securities and Exchange Commission and anysecurities exchange on which shares of the corporation are traded.  The Audit Committee shall have such duties asare set forth from time to time in its charter, as adopted by the Board ofDirectors.

 

(3)*Governance, Nominating and CompensationCommittee.*  The Board ofDirectors shall designate three or more of their number to serve as aGovernance, Nominating and Compensation Committee.  All members of the Governance, Nominating andCompensation Committee shall be independent of management and shall satisfyapplicable legal requirements, including those of the U.S. Securities and ExchangeCommission and any securities exchange on which shares of the corporation aretraded.  The Governance, Nominating andCompensation Committee shall have such duties as are set forth from time in itscharter, as adopted by the Board of Directors.

 

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(c)*Additional Committees.*  The Board of Directors may designate one ormore additional committees of the Board of Directors which shall have two ormore members and which shall have such duties and exercise such powers as maybe directed 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.

 

(d)*Rules Governing Committees.*  The rules governing meetings, action withoutmeetings, notice and waiver of notice, and quorum and voting requirements ofthe Board of Directors, under Sections 4.10 through 4.15, apply to Committees.

 

(e)*Powers of Committees.*  Subject to the limitations stated inParagraph (f) below, the Board of Directors shall specify the extent to whicheach Committee may exercise the authority of the Board of Directors.

 

(f)*Limitations on Committee Action.*  A Committee may not:

 

(1)Authorize or approve a distribution except according to a general formula or methodprescribed by the Board of Directors;

 

(2)Approve or propose to shareholders action which must be approved by theshareholders;

 

(3)Fill vacancies on the Board of Directors or on any Committee;

 

(4)Amend the Articles of Incorporation;

 

(5)Adopt, amend, or repeal these Bylaws;

 

(6)Approve a plan of merger not requiring shareholder approval; or

 

(7)Authorize or approve the issuance or sale of shares or contract for the sale ofshares, or determine the designation and relative rights, preferences, andlimitations of a class or series of shares.

 

(g)*Minutes.*  All Committees shall keep regular minutes oftheir meetings, which shall be included in the corporate minute books at theregistered office of the corporation.

 

(h)*No Relief from Responsibility.*  Neither the Board of Directors nor anydirector may be relieved of any responsibility imposed by law, the Articles ofIncorporation, or these Bylaws by designating a Committee and delegating theBoard of Directors’ or the director’s responsibilities to the Committee.

 

**4.12**        **Attendance by Communications Equipment.**  The directors may participate in a meeting bymeans of any communications equipment which enables all persons participatingin the meeting to hear each other simultaneously during the meeting.  A director who participates by means ofcommunications equipment is deemed to be present in person at the meeting.

 

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**4.13**        **Action by Directors without a Meeting.**  The Board of Directors may take any lawfulaction without a meeting if each director delivers a signed consent to thecorporation which describes the action to be taken.  An action approved by consent shall have thesame effect as an action approved by unanimous vote at a meeting duly held uponproper notice, and may be described as such in any document.  All consents shall be inserted into theminute books as if they were the minutes of a Board of Directors meeting.  An action taken by consent by the Board ofDirectors shall be effective when the last director signs the consent, unlessthe consent specifies a later effective date.

 

**4.14**        **Notice of Meeting.**

 

(a)*Regular Meetings.*  The Secretary may, but need not, issue noticepursuant to Article IX of any regular Board of Directors meeting if the timeand place of the regular meeting has been determined by the Board of Directorsand is in accordance with a schedule mailed or delivered to each director atleast two (2) days preceding the day of the first meeting held under thatschedule.

 

(b)*Special Meetings.*  The Secretary, or the person calling aspecial Board of Directors meeting, shall issue notice pursuant to Article IXof the date, time, and place of the meeting at least two (2) days preceding theday on which the meeting is to be held. Any Board of Directors meeting shall be properly called if each directoreither has received valid notice of the meeting, is present without objecting,or waives notice of the meeting pursuant to Paragraph (c) below.  The notice of any regular or special meetingof the Board of Directors need not specify the purpose of the meeting or theactions proposed for the meeting unless these Bylaws so require.

 

(c)*Waiver of Notice.*  A director may waive notice before or afterthe date and time stated in the notice. A waiver shall be equivalent to receipt of notice.  A director may waive notice by submitting awritten waiver, signed by the director entitled to the notice, to thecorporation for inclusion in the minutes or filing with the corporaterecords.  A director may also, byattending or participating in a meeting, waive any required notice of themeeting unless the director, at the beginning of the meeting objects to holdingthe meeting or transacting business at the meeting and does not thereafter votefor or assent to action taken at the meeting.

 

**4.15**        **Chair of the Meeting.**  The Chairperson shall serve as the chair ofthe meeting of all Board of Directors meetings. In the absence of the Chairperson, the President (if a director) or anyother person appointed by the Board of Directors shall serve as chair of theBoard of Directors meeting.

 

**4.16**        **Compensation.**  In additionto reimbursement for reasonable expenses incurred in attending meetings orotherwise in connection with attention to the affairs of the corporation and inaddition to remuneration as a member of any Committee of the Board ofDirectors, each director as such shall be entitled to receive such remunerationas may be fixed from time to time by the Board of Directors.

 

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**4.17**        **Liability for Unlawful Distributions.**

 

(a)*Director’s Liability.*  A director who votes for or assents to anunlawful distribution made in violation of Article VIII is personallyliable to the corporation for the amount of the distribution that exceeds whatcould have been distributed without violating Article VIII if the directorfails to perform the director’s duties in compliance with Section 4.3.

 

(b)*Right to Contribution.*  A director held liable for an unlawfuldistribution is entitled to contribution:

 

(1)From every other director who could be held liable for the unlawfuldistribution; and

 

(2)From each shareholder for the amount the shareholder accepted knowing thedistribution was unlawful.

 

# **ARTICLE V.  CONFLICTING INTEREST TRANSACTIONS**

# ** **

**5.1**          **Definitions.**  For purposesof this Article:

 

(a)“Conflicting interest” means the interest a director has respecting atransaction effected or proposed to be effected by the corporation or any otherentity in which the corporation has a controlling interest if:

 

(1)The director knows at the time the corporation takes action that the directoror a related person is a party to the transaction or has a significantbeneficial financial interest in or so closely linked to the transaction that areasonable person would expect the interest to influence the director’sjudgment if the director were called upon to vote on the transaction; or

 

(2)The transaction is brought before the Board of Directors for action, and thedirector knows at the time the Board of Directors reviews the transaction thatany of the following persons is either a party to the transaction or has asignificant beneficial financial interest in or so closely linked to thetransaction that a reasonable person would expect the interest to influence thedirector’s judgment if the director were called upon to vote on thetransaction:

 

(A)An entity of which the director is a director, general partner, agent, oremployee;

 

(B)An entity that controls, is controlled by, or is under common control with oneor more of the entities specified in (A); or

 

(C)An individual who is a general partner, principal, or employer of the director.

 

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(b)“Director’s conflicting interest transaction” means a transaction effected orproposed to be effected by the corporation or any other entity in which thecorporation has a controlling interest respecting which a director of thecorporation has a conflicting interest.

 

(c)“Qualified director” means any director who does not have either:

 

(1)A conflicting interest respecting the transaction; or

 

(2)A familial, financial, professional, or employment relationship with a seconddirector who does have a conflicting interest respecting the transaction, whichrelationship would, in the circumstances, reasonably be expected to exert aninfluence on the first director’s judgment when voting on the transaction.

 

(d)“Qualified shares” means any shares entitled to vote with respect to thedirector’s conflicting interest transaction except shares that, to theknowledge, before the vote, of the Secretary, are beneficially owned, or thevoting of which is controlled, by a director who has a conflicting interestrespecting the transaction or by a related person of the director, or both.

 

(e)“Related person” of a director means:

 

(1)A child, grandchild, sibling, parent, or spouse of, or an individual occupyingthe same household as, the director, or a trust or estate of which any of theabove individuals is a substantial beneficiary; or

 

(2)A trust, estate, incompetent, conservatee, or minor of which the director is afiduciary.

 

(f)“Required disclosure” means disclosure by the director who has a conflictinginterest of:

 

(1)The existence and nature of the director’s conflicting interest; and

 

(2)All facts known to the director respecting the subject matter of thetransaction that an ordinarily prudent person would reasonably believe to bematerial to a judgment about whether or not to proceed with the transaction.

 

**5.2****         ****Directors’ Action.**

 

(a)*Majority Vote.*  Directors’ action respecting a director’sconflicting interest transaction is effective if the transaction received theaffirmative vote of a majority of (but no fewer than two) qualified directorswho voted on the transaction after either required disclosure to them orcompliance with Paragraph (b) below.

 

(b)*Director’s Disclosure.*  If a director has a conflicting interestrespecting a transaction, but neither the director nor a related person of thedirector is a party to the transaction, and if the director has a duty underlaw or professional canon, or a duty of confidentiality to another person,which would prevent that director from making the disclosure described inParagraph 5.1(f), then disclosure is sufficient if the director:

 

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(1)Discloses to the directors voting on the transaction the existence and natureof the director’s conflicting interest and informs them of the character andlimitations imposed by that duty before their vote on the transaction; and

 

(2)Plays no part, directly or indirectly in their deliberations or vote.

 

(c)*Quorum.*  A majority (but no fewer than two) of thequalified directors constitutes a quorum for purposes of action that complywith this Article.  Directors’ actionthat otherwise complies with this Article is not affected by the presence orvote of a director who is not a qualified director.

 

**5.3****         ****Shareholders’ Action.**

 

(a)*Majority Vote.*  Shareholders’ action respecting a director’sconflicting interest transaction is effective if a majority of the votesentitled to be cast by the holders of all qualified shares were cast in favorof the transaction after:

 

(1)Notice to shareholders describing the director’s conflicting interest;

 

(2)Provision of the information referred to in Paragraph (c) below; and

 

(3)Required disclosure to the shareholders who voted on the transaction.

 

(b)*Quorum.*  A majority of the votes entitled to be castby the holders of all qualified shares constitutes a quorum for purposes ofaction that complies with this section. Subject to the provisions of Paragraph (c), shareholders’ action thatotherwise complies with this section is not affected by the presence or votingof shares that are not qualified shares.

 

(c)*Director’s Disclosure.*  A director who has a conflicting interestrespecting the transaction shall, before the shareholders’ vote, inform theSecretary of the number, and the identity, of persons holding or controllingthe vote of all shares that the director knows are beneficially owned or thevoting of which is controlled by the director or by a related person of thedirector.

 

# **ARTICLE VI. INDEMNIFICATION OF DIRECTORSAND OFFICERS**

# ** **

**6.1****         ****Right to Indemnify. **Each person whowas 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 threatenedaction, suit or proceeding, whether civil, criminal, administrative orinvestigative, formal or informal, by reason of the fact that he or she is orwas a director or officer of the corporation or, being or having been such adirector or officer, he or she is or was serving at the request of thecorporation as a director, officer, employee or agent of another corporation orof a partnership, joint venture, trust or other enterprise, including servicewith respect to employee benefit plans, whether the basis of such proceeding isalleged action in an official capacity as a director, officer, employee oragent or in any other capacity while serving as a director, officer, employeeor agent or in any other capacity, shall be indemnified and held harmless bythe corporation to the full extent permitted by applicable law as then ineffect, against all expense,

 

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liability and loss (including, without limitation, attorneys’ fees,judgments, fines, ERISA excise taxes or penalties and amounts to be paid insettlement) actually or reasonably incurred or suffered by such person inconnection therewith. Such indemnification shall continue as to a person whohas ceased to be a director, officer, employee or agent and shall inure to thebenefit of his or her heirs, executors and administrators; provided, however,that no indemnification shall be provided under this Article to any such personto the extent that such indemnification would not be consistent with theWashington Business Corporation Act or other applicable law as then in effect;provided further, however, that except as provided in Section 6.2 of thisArticle with respect to proceedings seeking to enforce rights toindemnification, this corporation shall indemnify any such person seekingindemnification in connection with a proceeding (or part thereof) initiated bysuch person only if such proceeding (or part thereof) was authorized by theBoard of Directors of this corporation. The right to indemnification conferredin this Article shall be a contract right and shall include the right to bepaid by the corporation the expense incurred in defending any such proceedingin advance of its final disposition; provided, however, that the payment ofsuch expenses in advance of the final disposition of a proceeding shall be madeto or on behalf of a director or officer only upon delivery to the corporationof an undertaking, by or on behalf of such director or officer, to repay allamounts so advanced if it shall ultimately be determined that such director orofficer is not entitled to be indemnified under this Article or otherwise.

 

**6.2****         ****Payment of Claims. **If a claimunder Section 6.1 of this Article is not paid in full by this corporationwithin 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 proceedingin advance of its final disposition, in which case the applicable period shallbe twenty days) the claimant may at any time thereafter bring suit against thecorporation to recover the unpaid amount of the claim and, to the extentsuccessful in whole or in part, the claimant shall be entitled to be paid alsothe expense of prosecuting such claim. The claimant shall be presumed to beentitled to indemnification hereunder upon submission of a written claim (and,in an action brought to enforce a claim for expenses incurred in defending anyproceeding in advance of its final disposition, where the required undertakinghas been tendered to this corporation), and thereafter this corporation shallhave the burden of proof to overcome the presumption that the claimant is notso entitled. 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 that indemnificationof or reimbursement or advancement of expenses to the claimant is proper in thecircumstances because he or she has met the applicable standard of conduct setforth herein or in the Washington Business Corporation Act nor an actualdetermination by this corporation (including its Board of Directors,independent legal counsel, or its shareholders) that the claimant is notentitled to indemnification or to the reimbursement or advancement of expensesshall be a defense to the action or create a presumption that the claimant isnot so entitled.

 

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**6.3****         ****Right Not Exclusive. **The right toindemnification and the payment of expenses incurred in defending a proceedingin advance of its final disposition conferred in this Article shall not beexclusive of any other right which any person may have or hereafter acquireunder any statute, provision of the Articles of Incorporation, Bylaws,agreement, vote of shareholders or disinterested directors or otherwise.

 

**6.4****         ****Insurance. **The corporationmay 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 toindemnify such person against such expense, liability or loss under theWashington Business Corporation Act. The corporation may enter into contractswith any director or officer of the corporation in furtherance of theprovisions of this Article and may create a trust fund, grant a securityinterest or use other means (including, without limitation, a letter of credit)to ensure the payment of such amounts as may be necessary to effectindemnification as provided in this Article.

 

**6.5****         ****Advances for Expenses. **The corporationmay, by action of its Board of Directors from time to time, provideindemnification and pay expenses in advance of the final disposition of aproceeding to employees and agents of the corporation with the same scope andeffect as the provisions of this Article with respect to the indemnificationand advancement of expenses of directors and officers of the corporation orpursuant to rights granted pursuant to, or provided by, the Washington BusinessCorporation Act or otherwise.

 

# **ARTICLE VII. OFFICERS**

# ** **

**7.1****         ****Officers and Their Duties.**  The officers of the corporation shall beelected by the Board of Directors, shall include a Chairperson, a President, aChief Financial Officer, and a Secretary, and may include one or more VicePresidents, a Controller, a Treasurer, and such other officer positions as theBoard of Directors may establish from time to time, with the following dutiesand authority:

 

(a)*Chairperson of the Board of Directors.*  The Chairperson shall be a director and shallperform the duties assigned to the Chairperson by the Board of Directors.  The Chairperson of the Board of Directorsshall, if present, preside at all meetings of directors (including executivesessions of the Board of Directors), and shall assure that the oversightresponsibilities of the Board of Directors are effectively carried out.  The Chairperson of the Board of Directors maydesignate another director or officer of the corporation to conduct meetings ofdirectors, in his or her discretion.

 

(b)*President.*  The President shall be the chief executiveofficer of the corporation.  ThePresident shall preside at all meetings of the shareholders, shall have generaland active management of the business of the corporation, under the directionof the Board of Directors, and shall see that all decisions of the Board ofDirectors are carried into effect.  ThePresident may sign certificates for shares of the corporation, deeds,mortgages, bonds, contracts, or other instruments, unless these powers havebeen expressly delegated by the Board of Directors to some other officer oragent of the corporation.  The Presidentshall vote shares in

 

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other corporations which are owned by the corporation, unless the Boardof Directors prescribes otherwise.  ThePresident shall perform all duties incident to the office of President and anyother duties which the Board of Directors may prescribe.

 

(c)*Chief Financial Officer*.  The Chief Financial Officer of thecorporation shall have the power and duty of supervising and managing thecorporation’s acquisition, retention and disposition of securities, loans andfinancial instruments (including but not limited to the corporation’sinvestments in and loans to the corporation’s subsidiaries), the power and dutyof supervising the corporation’s financial reporting, and the other generalpowers and duties of supervision and management usually vested in the ChiefFinancial Officer of a corporation, subject to the Bylaws and policies of thecorporation.  The Chief Financial Officershall perform such other duties as may be assigned by the Board of Directors orby the President

 

(d)*Secretary. *The Secretary shall, personally or with the assistance ofothers, prepare and keep minutes of meetings of the Board of Directors andshareholders, authenticate all records of the corporation, attest allcertificates of stock in the name of the corporation, and keep a record of the issuanceof certificates of stock and stock transfers. The Secretary shall give, orcause to be given, notice of all meetings of the shareholders and of the Boardof Directors, and shall perform such other duties as may be prescribed by theBoard of Directors. The Secretary shall keep in safe custody the seal of thecorporation if any, and affix the same to any instrument requiring it.

 

(e)*Vice Presidents, Controller, Treasurer.*  The Board of Directors may elect one or moreVice Presidents, a Controller, a Treasurer or other officers as the Board ofDirectors determines necessary or advisable, who shall hold their offices forsuch terms and shall have such duties and authority as shall be determined fromtime to time by the Board of Directors.

 

(f)*Designated Engineer*.  The Board of Directors may appoint aDesignated Engineer for the corporation. The Designated Engineer, named in a resolution adopted by the Boardof Directors as being in responsible charge or an engineer under the DesignatedEngineer’s direct supervision, has full authority to and shall make allengineering decisions pertaining to engineering activities in the State ofWashington.

 

(g)*Additional Duties; Other Officers andAgents.*  The Board ofDirectors may assign any officer any additional title that the Board ofDirectors deems appropriate.  The Boardof Directors or the President may appoint assistant officers or agents and toprescribe the terms of office, authorities, and duties of such assistant officersor agents.

 

(h)*Authority to Enter Contracts and to IssueChecks and Drafts.*  The Boardof Directors may authorize any officer or agent of the corporation to enterinto contracts or to execute and deliver instruments in the name of and onbehalf of the corporation.  The Board ofDirectors may grant either general or limited authority to its officers andagents to make contracts or execute instruments.  The Board of Directors shall authorizecertain officers or agents of the corporation to sign the corporation’s checks,drafts, or other orders for the payment of money, notes, or other evidences ofindebtedness issued in the name of the corporation.

 

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**7.2****         ****Qualifications.**  Noneof the officers is required to be a director, except as specified in Section7.1.  The same person may hold two ormore corporate offices, except that one person may not hold the offices ofPresident and Secretary at the same time.

 

**7.3****         ****Standards of Conduct for Officers.**

 

(a)*Due Care and Loyalty.*  An officer with discretionary authority shalldischarge the officer’s duties under that authority:

 

(1)In good faith;

 

(2)With the care an ordinarily prudent person in a like position would exerciseunder similar circumstances; and

 

(3)In a manner the officer reasonably believes to be in the best interests of thecorporation.

 

(b)*Right to Rely on Experts.*  In performing the officer’s duties, theofficer may rely on information, opinions, reports, or statements, includingfinancial statements and other financial data prepared or presented by:

 

(1)One or more officers or employees of the corporation whom the officerreasonably believes to be reliable and competent in the matters presented; or

 

(2)Legal counsel, public accountants, or other persons concerning matters theofficer reasonably believes to be within their professional or expertcompetence.

 

(c)*Failure to Act in Good Faith.*  An officer fails to act in good faith if theofficer relies on information provided by the above persons even though theofficer has knowledge that makes reliance on the information unwarranted.

 

**7.4****         ****Delegation.**  In case ofthe absence of any officer of the corporation, or for any reason that the Boardof Directors may deem sufficient, the Board of Directors may delegate, for thetime being, the powers or duties, or any of them, of such officer to any otherofficer, or to any director.

 

**7.5****         ****Election and Term of Office.**  The Board of Directors shall elect theofficers at the annual Board of Directors meeting.  If the Board of Directors fails to elect theofficers at that meeting, it shall convene a meeting to elect the officers assoon thereafter as possible.  Eachofficer shall hold office for a one-year term until the next succeeding annualBoard of Directors meeting, or until the officer’s successor is elected andqualified, unless the officer dies, resigns, or is removed.

 

**7.6****         ****Vacancies.**  The Board ofDirectors may fill a vacancy in any office created because of the death,resignation, removal, or disqualification of an officer, because of the creationof a new office, or for any other cause.

 

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**7.7****         ****Resignation.**  An officermay resign at any time by delivering written notice to the Chairman, thePresident, the Secretary, or to each member of the Board of Directors.  An officer’s resignation shall take effect atthe time specified in the notice or, if the time is not specified, when thenotice is delivered.  The corporationneed not accept a resignation for the resignation to be effective.  A resignation shall not affect the rights ofthe corporation under any contract with the resigning officer.

 

**7.8****         ****Removal.**  The Board ofDirectors may remove an officer or agent of the corporation, with or withoutcause, if the Board of Directors finds that the best interests of thecorporation would be served by removing that officer or agent.  The corporation’s action to remove theofficer or agent shall not affect the officer’s contract rights against thecorporation.  Any officer or assistantofficer, if appointed by another officer, may be removed by the Board ofDirectors or by any officer authorized to appoint officers or assistantofficers.

 

**7.9****         ****Compensation.**  The Board ofDirectors shall set the compensation and terms of payment thereof for theofficers of the corporation.  The Boardof Directors may delegate the authority to set the compensation of certainofficers, agents, and employees to the President.

 

# **ARTICLE VIII. DIVIDENDS AND DISTRIBUTIONS**

# ** **

Dividendsor distributions upon the capital stock of the corporation, subject to theprovisions of the Articles of Incorporation, may be declared by the Board ofDirectors, in its discretion, at any regular or special meeting, to the extentpermitted by applicable law (including without limitation the Washington BusinessCorporations Act and any amendments thereto). Distributions may be paid incash, in property, or in shares of the corporation’s stock.

 

# **ARTICLE IX. NOTICES**

# ** **

**9.1****         ****Method of Notice.**

 

(a)*General.*  In general, notices called for under theseBylaws shall be given in written form.

 

(b)*Methods of Communication.*  Notice may be communicated by personaldelivery; telephone, facsimile, email or other form of electroniccommunication; or by mail or private carrier; or by any other method thenallowed under the Washington Business Corporations Act or other appropriatelaw.

 

(c)*Effective Date of Notice to Shareholder.*  Written notice to a shareholder is effectivewhen mailed, if mailed with first-class postage prepaid and correctly addressedto the shareholder’s address shown in the corporation’s current record ofshareholders.  The Secretary may sendnotices to a shareholder by delivering or mailing the notice to theshareholder’s most recent address on file. Any notice sent to that address shall be deemed sufficient if theshareholder fails to furnish a current address to the Secretary.

 

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(d)*Notice to the Corporation.*  Written notice to the corporation may beaddressed to its registered agent at its registered office or to thecorporation at the address of its principal office as shown in the most recentannual report.

 

(e)*Effective Date of Notice to Other Parties.*  Except as provided above, written notice toother parties shall be effective at the earliest of:

 

(1)The time of receipt;

 

(2)The date shown on the return receipt if sent by registered mail; or

 

(3)Five (5) days after the notice was deposited in the U.S. first class mail,postage prepaid.

 

**9.2****         ****Oral Notice.**  The personsconvening any meeting of the Board of Directors or a Committee may give oralnotice of the meeting, which may be communicated in person or by telephone,wire, or wireless communication.  Oralnotice is effective when communicated if the notice is communicated in acomprehensible manner.  Oral notice maybe communicated either to the director or to a person who the person giving thenotice has reason to believe will promptly communicate the notice to thedirector.

 

**9.3****         ****Waiver of Notice.**  Ashareholder or director may waive notice of any meeting by submitting a writtensigned waiver of notice either before or after the time for holding themeeting, or by attending the meeting in person or by proxy without objecting toa lack of notice.

 

# **ARTICLE X. CORPORATE BOOKS AND RECORDS;INSPECTION**

# ** **

**10.1****       ****Maintenance of Corporate Records. **The corporationshall keep a copy of the following records at its principal office: (a) theArticles 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.

 

**10.2****       ****Shareholder’s Right to Inspect and Copy Records.**

 

(a)*Primary Records*.  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 Section 10.1 (a)through (g), 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.

 

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(b)*Additional Records.*  To the extent required by law, anyshareholder may 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,minutes of any meeting of the shareholders (other than those subject toinspection under Section 10.1 of this Article XI), and records of action takenby the shareholders or the Board of Directors without a meeting; (b) accountingrecords of the corporation; and (c) the record of shareholders.

 

# **ARTICLE XI.  FINANCIAL MATTERS**

# ** **

**11.1****       ****Books and Records of Account.**  The corporation shall maintain correct andcomplete books, financial statements, and records of account.  The corporation shall keep its books andrecords of account and prepare its financial statements in accordance withgenerally accepted accounting principles, which shall be applied on aconsistent basis from period to period. The books, records of account, and financial statements shall be inwritten form or in any other form capable of being converted into written formwithin a reasonable time.

 

**11.2****       ****Fiscal Year.**  The fiscalyear of the corporation shall begin on the first day of October in each yearunless the Board of Directors expressly determines otherwise.

 

**11.3****       ****Loans. **No loans shallbe made by the corporation to its officers or directors unless permitted by andin compliance with applicable law (including without limitationsection 402 of the Sarbanes-Oxley Act of 2002 and RCW 23B.08.700 through..08.730).

 

# **ARTICLE XII. AMENDMENT OF BYLAWS**

# ** **

**12.1****       ****Amendment of Bylaws by the Shareholders.**  The shareholders may amend, alter, or repealthe Bylaws at any meeting of the shareholders, or by unanimous writtenconsent.  The shareholders may amend theBylaws at a special shareholders’ meeting only if a copy of the proposedamendments accompanies the notice of the meeting.

 

**12.2****       ****Amendment of Bylaws by the Board of Directors.**  The Board of Directors may amend, alter, orrepeal the Bylaws by vote of a majority of the Board of Directors at anymeeting of the Board of Directors, or by unanimous written consent of the Boardof Directors.  The Bylaws may be amendedat a special meeting of the Board of Directors only if notice of the proposedamendment was contained in the notice of the meeting.  The shareholders may repeal, by majorityvote, any amendment to or alteration of the Bylaws adopted by the Board ofDirectors.

 

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# **ARTICLE XIII. CORPORATE SEAL**

# ** **

TheBoard of Directors may adopt a corporate seal in a form and with an inscriptionto be determined by the Board of Directors. The application of or failure to apply the seal to any document orinstrument shall not affect the validity of the document or instrument.

 

# **ARTICLE XIV. MISCELLANY**

# ** **

**14.1****       ****Inspector of Elections.**  Before any annual meeting of shareholders,the Board of Directors may appoint an inspector of elections.  If the Board of Directors does not appoint aninspector of elections, then the chair of the meeting may appoint an inspectorof elections to act at the meeting.  Ifthe person appointed as inspector of elections fails to act, the chair of themeeting may appoint a person to act in the place of the appointed inspector ofelections.  The chair of the meetingshall appoint an inspector of elections if requested to do so by anyshareholder or shareholder’s proxy.

 

**14.2****       ****Duties of Inspector of Elections.**  The inspector of elections shall:

 

(a)Determine the number of shares outstanding and the voting power of each, thenumber of shares represented at the meeting, whether a quorum is present, and,with the advice of legal counsel to the corporation, the authenticity,validity, and effect of proxies;

 

(b)Receive votes, ballots, or consents;

 

(c)Hear and determine all challenges and questions in any way arising inconnection with the right to vote;

 

(d)Count and tabulate all votes or consents;

 

(e)Determine the result of any vote; and

 

(f)Do any other acts that may be necessary to conduct the election or vote withfairness to all shareholders.

 

**14.3****       ****Rules of Order. **All meetings ofshareholders and directors shall be conducted in the manner determined by theperson acting as chairman of the meeting, to the extent not inconsistent withthe Articles of Incorporation, Bylaws or special rules of order of thecorporation.

 

**14.4****       ****Number and Gender.**  Whenrequires by the context:

 

(a)The word “it” will include the plural and the word “its” will include thesingular;

 

(b)The masculine will include the feminine gender and the neuter, and vice versa;and

 

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(c)The word “person” will include corporation, partnership or any other form ofassociation.

 

**14.5****       ****Severability.**  If anyprovision of these Bylaws or any application of any provision is found to beunenforceable, the remainder of the Bylaws shall be unaffected.  If the provision is found to be unenforceablewhen applied to particular persons or circumstances, the application of theprovision to other persons or circumstances shall be unaffected.

 

# **ARTICLE XV. AUTHENTICATION**

# ** **

Theforegoing Bylaws were read, approved, and duly adopted by the Board ofDirectors on the 8th day of December, 2005. The Secretary was empowered to authenticate these Bylaws by signaturebelow.

 
|   | /s/ Larry C.  Rosok        |
|--------|----------------------------|
|   | Larry C. Rosok,  Secretary |

 

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