**EXHIBIT 3.2**

** **

**Restated Bylaws**

**of**

**CascadeNatural Gas Corporation**

 

**September 24,2003**

 

# **ARTICLE I — OFFICES**

 

Sec. 1.              The principal officeshall be in the City of Seattle, County of King, State of Washington.

 

Sec. 2.              The corporation mayalso have offices at such other places as the board of directors may from timeto time appoint or the business of the corporation may require.

 

# **ARTICLE II — SEAL**

 

Sec. 1.              The corporation sealshall have inscribed thereon the name of the corporation, the year of itsorganization and the words, “Corporate Seal, Washington.” Said seal may be usedby causing it or a facsimile thereof to be impressed or affixed or reproducedor otherwise.

 

# **ARTICLE III —SHAREHOLDERS’ MEETINGS**

 

Sec. 1.              Meetings of theshareholders may be held within or without the State of Washington. The annualmeeting of shareholders shall be held at a place and time on a day designatedby the board of directors not less than sixty days nor more than one hundredeighty days after October 1 of each year, when they shall elect by aplurality vote, by ballot, a board of directors, and transact such otherbusiness as may properly be brought before the meeting. In the election ofdirectors, every shareholder of record shall have the right to multiply thenumber of votes to which he or she may be entitled by the number of directorsto be elected, and he or she may cast all such votes for one candidate ordistribute them among any two or more candidates.

 

Sec. 2.              The holders of amajority of the stock issued and outstanding and entitled to vote thereat,present in person, or represented by proxy, shall be requisite to, and shallconstitute, a quorum at all meetings of the shareholders for the transaction ofbusiness, except as otherwise provided by law, by the Articles of Incorporationor by these bylaws. If, however, such majority shall not be present orrepresented at any meeting of the shareholders, the shareholders entitled tovote thereat, present in person or by proxy, shall have power to adjourn themeeting from time to time, without notice other than announcement at themeeting, until the requisite amount of voting stock shall be present, exceptthat any meeting at which directors are to be elected shall be adjourned onlyfrom day to day until such directors have been elected. At such adjournedmeeting at which the requisite amount of voting stock shall be represented, anybusiness may be transacted which might have been transacted at the meeting asoriginally notified.

 

Sec. 3.              The shareholderspresent at a duly organized meeting can continue to do business untiladjournment, notwithstanding the withdrawal of enough shareholders to leaveless than a quorum.

 

Sec. 4.              At each meeting ofthe shareholders every shareholder having the right to vote shall be entitledto vote in person or by proxy.  Ashareholder or the shareholder’s agent or attorney-in-fact may appoint a proxyto vote or otherwise act for the shareholder by (i) executing a writingauthorizing another person or

 

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persons to act for theshareholder as a proxy, or (ii) authorizing another person or persons to actfor the shareholder by transmitting or authorizing the transmission of anelectronic transmission to the person who will be the holder of the proxy or tosuch person’s agent.  Appointments shallcomply with and be governed by the provisions of the Washington BusinessCorporation Act.  The appointment shallbear a date not more than eleven months prior to said meeting, unless saidappointment provides for a longer period, not exceeding three years (unlesssaid proxy is coupled with an interest). The revocation of a proxy shall not be effective until notice thereofhas been given to the secretary.  Eachshareholder shall have one vote for each share of capital stock registered inhis or her name on the books of the corporation.  The vote for directors, and, upon the demand of any shareholder,the vote upon any question before the meeting, shall be by ballot.  All elections shall be had and all questionsdecided by a plurality vote except where a greater vote is required by law.

 

Sec. 5.              A complete list ofthe shareholders entitled to vote at the ensuing election, arranged inalphabetical order, with the residence of each, and the number of voting sharesheld by each, shall be prepared by the secretary and filed in the registeredoffice of the corporation, at least ten days before every election, and shallat all times during the usual hours for business, and during the whole time ofsaid election, be open to the examination of any shareholder.

 

Sec. 6.              Special meetings ofthe shareholders, for any purpose or purposes, unless otherwise prescribed bystatute, may be called at any time by the chairman of the board, president,secretary or board of directors. If more than eighteen months are allowed toelapse without the annual shareholders’ meeting being held, any shareholder maycall such meeting to be held at the registered office of the corporation. Atany time, upon written request of any director, or of any shareholder orshareholders holding in the aggregate one-fifth of the voting power of allshareholders, it shall be the duty of the secretary to call a special meetingof shareholders to be held at the registered office at such time as thesecretary may fix, not less than ten nor more than thirty-five days after thereceipt of said request, and if the secretary shall neglect or refuse to issuesuch call, the director or shareholder or shareholders making the request maydo so. Such request shall state the purpose or purposes of the proposedmeeting.

 

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

 

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

 

Sec. 8.              Nominations for theelection of directors may be made by the board of directors, the nominatingcommittee of the board of directors, or by any shareholder entitled to vote inthe election of directors. However, any shareholder entitled to vote in theelection of directors may nominate one or more persons for election asdirectors at a meeting only if written notice of the shareholder’s intent tomake the nomination or nominations has been given, either by personal deliveryor by United States mail, postage prepaid, to the secretary of the corporationnot later than (i) with respect to an election to be held at an annual meetingof shareholders, on the date established for nominations in the proxy statementof the corporation, or if no such date is established one hundred twenty daysin advance of such meeting, and 

 

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(ii) with respect to anelection to be held at a special meeting of shareholders for the election of directors,the close of business on the seventh day following the date of which notice ofsuch meeting is first mailed to the shareholders of the corporation. Each suchnotice shall set forth: (a) the name and address of the shareholder who intendsto make the nomination and of the person or persons to be nominated; (b) arepresentation that the shareholder is a holder of record of stock of thecorporation entitled to vote at such meeting and intends to appear in person orby proxy at the meeting to nominate the person or persons specified in thenotice; (c) a description of all arrangements or understandings between theshareholder and each nominee and any other person or persons (naming suchperson or persons) pursuant to which the nomination or nominations are to bemade by the shareholders; (d) such other information regarding each nomineeproposed by such shareholder as would have been required to be included in aproxy statement filed pursuant to the proxy rules of the Securities andExchange Commission had the nominee been nominated, or intended to benominated, by the board of directors or the nominating committee of the boardof directors; and (e) the written consent of each nominee to serve as adirector of the corporation if so elected. The chairman of the meeting mayrefuse to acknowledge the nomination of any person not made in compliance withthe foregoing procedure.

 

Sec. 9.              Tabulation of votesfor election of directors shall be conducted by an inspector or judge, who mayor may not be a stockholder, appointed by the presiding officer of the meeting.The inspector or judge shall certify to the returns in writing. No person whois a candidate for the office of director shall be an inspector or judge.

 

# **ARTICLE IV —DIRECTORS**

 

Sec. 1.              The property andbusiness of this corporation shall be managed by its board of directors, ninein number, but the number of directors may be decreased to any number not lessthan three at any annual meeting of the shareholders, or at any special meetingof the shareholders called for that purpose, or by a two-thirds vote of thethen directors of the company at any regular meeting of such directors, or atany special meeting of said directors called for that purpose.

 

Sec. 2.              The number ofdirectors of said corporation may likewise be increased in the same manner asthey may be decreased, from three to not more than eleven directors.

 

Sec. 3.              The directors shallbe elected at the annual meeting of the shareholders, and each director shallbe elected to serve until his or her successor shall be elected and shallqualify.

 

Sec. 4.              The entire board ofdirectors or any individual director may, at any special meeting of theshareholders called for that purpose in the manner provided by Section 6of Article III hereof, be removed from office by a vote of shareholdersholding a majority of the outstanding shares entitled to a vote at an electionof directors. In case the board or any one or more directors be so removed, newdirectors may be elected at the same meeting. No individual director shall beremoved in case the votes of a sufficient number of shares are cast against theresolution for his or her removal which, if cumulatively voted at an electionof the whole board, would be sufficient to elect one or more directors.

 

Sec. 5.              In addition to thepowers and authorities by these bylaws expressly conferred upon them, the boardmay exercise all such powers of the corporation and do all such lawful acts andthings as are not by statute or by the Articles of Incorporation or by thesebylaws directed or required to be exercised or done by the shareholders.

 

Sec. 6.              In addition toreimbursement 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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Sec. 7.              (a)                                  The board ofdirectors shall meet at a time and place, as fixed by resolution of the boardof directors, 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 to the newly elected directors in order legally toconstitute a meeting if it is held following the adjournment of the annualmeeting of shareholders; provided, a majority of the whole board shall bepresent.

 

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

 

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

 

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

 

Sec. 8.              If the office of anydirector or directors becomes vacant by reason of death, resignation,retirement, disqualification, removal from office or otherwise, a majority ofall of the remaining directors, though less than a quorum, shall elect asuccessor or successors, who shall hold office for the unexpired term of his orher predecessor in office and until his or her successor is elected by theshareholders who may make such election at the next annual meeting of theshareholders, or at any special meeting called for that purpose and held priorthereto.

 

# **ARTICLE V — OFFICERS**

 

Sec. 1.              The officers of thecorporation shall be chosen by the board of directors, and shall be a chairmanof the board, a president, a chief operating officer, a chief financialofficer, one or more vice presidents, a secretary, a controller, and, ifappointed, a treasurer, one or more assistant secretaries, assistantcontrollers, and assistant treasurers, such assistants to have such powers andduties of the secretary and treasurer, respectively, as shall from time to timebe assigned to them by the board of directors. The same person may hold more than one office.

 

Sec. 2.              The board ofdirectors, at its first meeting after each annual meeting of shareholders,shall choose a chairman of the board from their own number, and a president, achief operating officer, a chief financial officer, and one or more vicepresidents, a secretary and a controller, who need not be members of the board.

 

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

 

Sec. 4.              The board ofdirectors shall by resolution fix the salaries and the manner and time ofpayment thereof of all of the officers of this corporation.

 

Sec. 5.              Any officer, manageror agent elected or appointed by the board of directors may be removed at anytime by the affirmative vote of a majority of the whole board of directors,whenever in their judgment the best interest of the corporation will be servedthereby, such removal, however, to be without prejudice to the contract rights,if any, of the person so removed.

 

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Sec. 6.              If any officebecomes vacant for any reason, the vacancy shall be filled by the board ofdirectors.

 

Sec. 7.              The chairman of theboard shall, if present, preside at all meetings of directors (includingexecutive sessions of the board of directors), and shall assure that theoversight responsibilities of the board of directors are effectively carriedout.  The chairman of the board maydesignate another director or officer of the corporation to conduct meetings ofdirectors, in his or her discretion.

 

Sec. 8.              The president shallbe the chief executive officer of the corporation; he or she shall preside atall meetings of the shareholders, and shall have general and active managementof the business of the corporation, under the direction of the board ofdirectors, and shall see that all orders and resolutions of the board arecarried into effect.

 

Sec. 9.              (a)                                  The secretary shallpersonally or with the assistance of others, prepare and keep minutes ofmeetings of the board of directors and shareholders, authenticate all recordsof the corporation, attest all certificates of stock in the name of thecorporation, and keep a record of the issuance of certificates of stock andstock transfers. The secretary shall give, or cause to be given notice of allmeetings of the shareholders and of the board of directors, and shall performsuch other duties as may be prescribed by the board of directors. The secretaryshall keep in safe custody the seal of the corporation, and affix the same toany instrument requiring it.

 

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

 

Sec. 10.        In case of the absence ofany officer of the corporation, or for any reason that the board may deemsufficient, the board of directors may delegate, for the time being, the powersor duties, or any of them, of such officer to any other officer, or to anydirector.

 

# **ARTICLE VI —CONSIDERATION FOR STOCK**

 

Sec. 1.              (a)                                  Without the consentof any holder of any share of the capital stock of this corporation, the sharesof stock of this corporation may be issued by it from time to time in suchnumber or amount of shares of said stock, and for such consideration in laboror services actually performed for the corporation, money or property, as fromtime to time may be fixed and determined by the board of directors of thiscorporation at any annual meeting or any special meeting called for saidpurpose, and the right, power and authority of said board of directors fromtime to time so to authorize and order the issuance by this corporation of thesaid shares of said stock, in such number or amount of shares, and for suchconsideration in labor or services actually performed for the corporation,money or property, as from time to time said board may fix and determine, ishereby absolutely reserved to said board of directors.

 

(b)                                 Paymentor delivery to, or receipt by this corporation of such consideration as may beso fixed and determined by its board of directors for the issuance of any shareor shares of its said stock, as hereinbefore in this Section provided,shall operate and be construed, deemed and held:

 

(i)                                     todischarge, release and satisfy fully and absolutely, all liability to thiscorporation and/or to its creditors now or at any time hereafter existing, ofany subscriber for, and/or holder of any such share or shares so authorized tobe issued in any way on account of, founded upon, or arising out of anysubscription for, and/or purchase of, and/or issuance of such share or shares,and

 

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(ii)                                  toconstitute such share or shares fully paid stock of this corporation.

 

# **ARTICLE VII —CERTIFICATES OF STOCK**

 

Sec. 1.              The certificates forshares of the common stock and each series of preferred stock of thecorporation shall be separately numbered and shall be entered in the books ofthe corporation as they are issued. They shall exhibit the holder’s name andnumber of shares and shall be signed by the president or a vice president andthe treasurer or the secretary. 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.

 

Sec. 2.              Shares of stock tobe transferred may be transferred by endorsement of the certificate and itssurrender to the secretary for cancellation, whereupon the new certificateshall issue to the transferee.

 

# **ARTICLE VIII —FIXING RECORD DATE**

 

Sec. 1.              For the purpose ofdetermining shareholders entitled to notice of or to vote at any meeting ofshareholders or any adjournment thereof, or entitled to receive payment of anydividend, the board of directors may fix in advance a date as the record datefor any such determination of shareholders, such date in any case to be notmore than seventy days and, in case of a meeting of shareholders, not less thanten (or in case of an amendment to the Articles of Incorporation, a plan ofmerger or share exchange, a proposed sale, lease, exchange, or otherdisposition of all or substantially all of the assets of the corporation otherthan in the usual or regular course of business, or the dissolution of thecorporation, twenty) days prior to the date on which the particular action,requiring such determination of shareholders, is to be taken.

 

Sec. 2.              If no record date isfixed for the determination of shareholders entitled to notice of or to vote ata meeting of shareholders, or shareholders entitled to receive payment of adividend, the close of business on the day before the date on which notice ofthe meeting is mailed or the date on which the resolution of the board ofdirectors declaring such dividend is adopted, as the case may be, shall be therecord date for such determination of shareholders. When a determination ofshareholders entitled to vote at any meeting of shareholders has been made asprovided in this Article, such determination shall apply to any adjournment thereof.

 

# **ARTICLE IX —REGISTERED STOCKHOLDERS**

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Sec. 1.              The corporationshall be entitled to treat the holder of record of any share or shares of stockas the holder in fact thereof and accordingly shall not be bound to recognizeany equitable or other claim to or interest in such share on the part of anyother person, whether or not it shall have express or other notice thereof,save as expressly provided by the laws of Washington.

 

# **ARTICLE X — LOSTCERTIFICATES**

# ** **

Sec. 1.              Any person claiminga certificate of stock to be lost or destroyed, shall make an affidavit oraffirmation of that fact and advertise the same in such manner as the board ofdirectors may require, and the board of directors may, in its discretion,require the owner of the lost or destroyed certificate, or his or her legalrepresentative, to give the corporation a bond, in such sum as they may direct,not exceeding double the value of the stock, to indemnify the corporationagainst any claim that may be made against it on

 

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account of the allegedloss of any such certificate. A new certificate of the same tenor and for thesame number of shares as the one alleged to be lost or destroyed may be issuedwithout requiring any bond, when, in the judgment of the directors, it isproper to do so.

 

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

 

Sec. 1.              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, andall 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 prepared on a stated basis explained therein; (e) all writtencommunications to shareholders generally within the past three years; (f) alist of the names and business addresses of its current directors and officers;(g) its most recent annual report delivered to the Secretary of State, and (h)such other records as may be required under Washington law.

 

Sec. 2.              Any shareholder ofthe corporation may inspect and copy, during regular business hours at thecorporation’s principal office, any of the records of the corporation specifiedin Sec. 1 (a) through (g) of this Article, provided the shareholder gives thecorporation written notice of the shareholder’s demand at least five businessdays before the date on which the shareholder wishes to inspect and copy suchrecords.

 

Sec. 3.              A shareholder of thecorporation is entitled to inspect and copy, during regular business hours at areasonable location specified by the corporation, any of the following recordsof the corporation provided the shareholder gives the corporation writtennotice of the shareholder’s demand at least five business days before the dateon which the shareholder wishes to inspect and copy such records and theshareholder’s demand is made in good faith and for a proper purpose, theshareholder describes with reasonable particularity the shareholder’s purposeand the records the shareholder desires to inspect, and the records aredirectly connected with the shareholder’s purpose: (a) excerpts from minutes ofany meeting of the board of directors, records of any meeting of the board ofdirectors, records of any action of a committee of the board of directors whileexercising the authority of the board of directors, minutes of theshareholders, and records of action taken by the shareholders or the board ofdirectors without a meeting; (b) accounting records of the corporation; and (c)the record of shareholders.

 

# **ARTICLE XII — CHECKS**

 

Sec. 1.              All checks ordemands for money and notes of the corporation shall be signed by such officeror officers as the board of directors may from time to time designate.

 

# **ARTICLE XIII —FISCAL YEAR**

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Sec. 1.              The fiscal yearshall begin the first day of October in each year.

 

# **ARTICLE XIV —DIVIDENDS**

 

Sec. 1.              Dividends upon thecapital stock of the corporation, subject to the provisions of the Articles ofIncorporation, may be declared by the board of directors at any regular orspecial meeting, pursuant to law. Dividends may be paid in cash, in property,or in shares of the capital stock, and shall be paid only out of

 

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the surplus of theaggregate of the assets of the corporation over the aggregate of itsliabilities, including in the latter the amount of its capital stock.

 

Sec. 2.              Before payment ofany dividend, there may be set aside out of any funds of the corporationavailable for dividends such sum or sums as the directors from time to time, intheir absolute discretion, think proper as a reserve fund to meetcontingencies, or for equalizing dividends, or for repairing or maintaining anyproperty of the corporation, or for such other purpose as the directors shallthink conducive to the interests of the corporation.

 

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

 

Sec. 1.              The chairman, thepresident, and the secretary, or any assistant secretary, of the corporationare authorized to vote, represent and exercise on behalf of the corporation allrights incident to any and all shares of other corporations standing in thename of the corporation. Said authority may be exercised by such officers eitherin person or by proxy or power of attorney duly executed by any of saidofficers.

 

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

 

Sec. 1.              Each person who wasor 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, liability and loss (including, without limitation,attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amountsto be paid in settlement) actually or reasonably incurred or suffered by suchperson in connection therewith. Such indemnification shall continue as to aperson who has ceased to be a director, officer, employee or agent and shallinure to the benefit of his or her heirs, executors and administrators;provided, however, that no indemnification shall be provided under thisArticle to any such person to the extent that such indemnification wouldnot be consistent with the Washington Business Corporation Act or otherapplicable law as then in effect; provided further, however, that except asprovided in Sec. 2 of this Article with respect to proceedings seeking toenforce rights to indemnification, this corporation shall indemnify any suchperson seeking indemnification in connection with a proceeding (or partthereof) initiated by such person only if such proceeding (or part thereof) wasauthorized by the Board of Directors of this corporation. The right toindemnification conferred in this Article shall be a contract right andshall include the right to be paid by the corporation the expense incurred indefending any such proceeding in advance of its final disposition; provided,however, that the payment of such expenses in advance of the final dispositionof a proceeding shall be made to or on behalf of a director or officer onlyupon delivery to the corporation of an undertaking, by or on behalf of suchdirector or officer, to repay all amounts so advanced if it shall ultimately bedetermined that such director or officer is not entitled to be indemnifiedunder this Section or otherwise.

 

Sec. 2.              If a claim underSec. 1 of this Article is not paid in full by this corporation withinsixty days after a written claim has been received by this corporation (exceptin the case of a claim for expenses incurred in defending a proceeding inadvance of its final disposition, in which case the applicable period shall betwenty 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

 

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for expenses incurred indefending any proceeding in advance of its final disposition, where therequired undertaking has been tendered to this corporation), and thereafterthis corporation shall have the burden of proof to overcome the presumptionthat the claimant is not so entitled. It shall be a defense to any such action(other than an action brought to enforce a claim for expenses incurred in defendingany proceeding in advance of its final disposition where the requiredundertaking, if any is required, has been tendered to this corporation) thatthe claimant has not met the standards of conduct which make it permissiblehereunder or under the Washington Business Corporation Act for this corporationto indemnify the claimant for the amount claimed, but the burden of provingsuch defense shall be on this corporation. Neither the failure of thiscorporation (including its board of directors, independent legal counsel, orits shareholders) to have made a determination prior to the commencement ofsuch action that indemnification of or reimbursement or advancement of expensesto the claimant is proper in the circumstances because he or she has met theapplicable standard of conduct set forth herein or in the Washington BusinessCorporation Act nor an actual determination by this corporation (including itsboard of directors, independent legal counsel, or its shareholders) that theclaimant is not entitled to indemnification or to the reimbursement oradvancement of expenses shall be a defense to the action or create apresumption that the claimant is not so entitled.

 

Sec. 3.              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.

 

Sec. 4.              The corporation maymaintain 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.

 

Sec. 5.              The corporation may,by action of its board of directors from time to time, provide indemnificationand pay expenses in advance of the final disposition of a proceeding toemployees and agents of the corporation with the same scope and effect as theprovisions of this Article with respect to the indemnification andadvancement 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 XVII — AMENDMENTS**

 

Sec. 1                 These bylaws maybe altered or amended by the affirmative vote of a majority of the stock issuedand outstanding and entitled to vote thereat, at any regular or special meetingof the shareholders if notice of the proposed alteration or amendment becontained in the notice of the meeting, or by the affirmative vote of amajority of the board of directors, subject to the power of the shareholders tochange or repeal such bylaws.

 

**ARTICLE XVIII — MISCELLANEOUS STATUTORY RESTRICTIONS**

 

Sec 1.                 The corporationshall have the right to purchase its own shares to the extent of unreserved andunrestricted earned or capital surplus except as prohibited by law.

 

Sec. 2.              No loans shall bemade by the corporation to its officers or directors unless first approved inthe manner required by RCW 23B.08.700 through .08.730 or other applicable law.

 

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**ARTICLE XIX — MISCELLANEOUS PROCEDURAL PROVISIONS**

 

Sec. 1.              The rules containedin the most recent edition of Robert’s Rules of Order, Revised, shall governall meetings of shareholders and directors where those rules are notinconsistent with the Articles of Incorporation, bylaws or special rules ororder of the corporation.

 

**ARTICLE XX — COMMITTEES OF THE BOARD OF DIRECTORS**

 

Sec. 1.              The board ofdirectors may, by resolution or resolutions, passed by a majority of the wholeboard, designate an executive committee of five directors.  Said committee may meet at stated times, oron notice to all by any of their number. During the intervals between meetings of the board such committee shalladvise with and aid the officers of the corporation in all matters concerningits interests and the management of its business, and generally perform suchother duties and exercise such powers as may be directed or delegated by theboard of directors from time to time. The board may delegate to such committee authority to exercise all thepowers of the board, except such powers as are denied to committees under RCW23B.08.250(5) as such statute shall be amended from time to time.

 

Sec. 2.              The board ofdirectors shall designate three or more of their number who are not employeesof the corporation as an audit committee. It shall be the duty of the audit committee to:

 

(a)                                  Reviewthe financial statements with the independent accountants prior to recommendingapproval by the full board.

 

(b)                                 Determinethe effectiveness of the audit effort through regular meetings with theindependent accountants.

 

(c)                                  Determinethrough discussions with the independent accountants that no restrictions wereplaced on the scope of the examination or on its implementation.

 

(d)                                 Inquireinto the effectiveness of the corporation’s financial and accounting functions,organizations, operations and management through discussions with theindependent accountants, internal auditors and officers of the corporation,especially those using the information.

 

(e)                                  Inquireinto the effectiveness of the corporation’s internal auditing methods andprocedures.

 

(f)                                    Reportto the board of directors on the committee’s activities and recommendations.

 

(g)                                 Recommendthe appointment of independent accountants for the ensuing year.

 

Sec. 3.              The board ofdirectors shall designate three or more of their number to serve thecorporation as a nominating and compensation committee to:

 

(a)                                  Setcriteria for selection of potential members of the board of directors.

 

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(b)                                 Considerand recommend nominees for election to the board of directors and make suchother recommendations relating to nomination for election to the board as thecommittee deems appropriate.

 

(c)                                  Considernominees for election to the board of directors timely recommended byshareholders of the corporation and consider the recommendation of theChairman.

 

(d)                                 Considerthe recommendation of the Chairman and evaluate and recommend to the board ofdirectors compensation levels for all officers.

 

(e)                                  Evaluateand recommend to the board of directors appropriate board and committee fees.

 

Sec. 4.              The board ofdirectors, by resolution adopted by a majority of the full board of directors,may designate one or more additional committees of the board of directors whichshall have two or more members and which shall have such duties and exercisesuch powers as may be directed or delegated by the board of directors from timeto time.  Vacancies in the membership ofany committee shall be filled by the board of directors.  Each committee shall keep regular minutes ofits proceedings and report the same to the board of directors when required.

 

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