**Exhibit3.2**

 

BYLAWS

 

OF

 

CASCADE CORPORATION

 

(As Amended March 1, 2004)

 

ARTICLE I

 

Name and Principal Office

 

Section 1.       The Name of this corporation is CASCADECORPORATION, organized and existing under the laws of the State of Oregon.

 

Section 2.       The principal office and place of businessof the Company shall be located at Fairview, Oregon.  The Company may have offices and places of business at such otherplaces, within or without the State of Oregon, as the Board of Directors mayfrom time to time determine.

 

ARTICLE II

 

Corporate Seal

 

The seal of the Company shall be an impressionstamp with the following inscription: CASCADE CORPORATION - Oregon - Corporate Seal.  An impression of said seal so adopted is as shown below.

 

ARTICLE III

 

Shareholders

 

Section 1.       The Annual Meeting shallbe held on the second Thursday in May of each year, or such other date as maybe established by the Board of Directors, at the principal office of the Company in Fairview, Oregon, at 10:00a.m., when the shareholders shall elect a Board of Directors and transact suchother business as may properly come before the meeting.

 

1

----

 

Section 2.       Special meetings of the shareholders of theCompany shall be called by the Secretary on the request of the Chairman or onthe request in writing of three Directors, or on demand in writing byshareholders of record holding not less than one-tenth of all shares entitledto vote at such meeting.

 

Section 3.       Written or printed notice stating the place,day and hour of the meeting and, in case of a special meeting, the purpose orpurposes for which the meeting is called, shall be delivered not less than 10nor more than 50 days before the date of the meeting, either personally or bymail, by or at the direction of the Secretary, or the person or persons callingthe meeting, to each shareholder of record entitled to vote at suchmeeting.  If mailed, such notice shallbe deemed to be delivered when deposited in the United States mail addressed tothe shareholder concerned at his address as it appears on the stock books ofthe Company, with postage thereon prepaid.

 

ARTICLE IV

 

Committees

 

Section 1. There are hereby established as committees of the Board of Directors anAudit Committee, a Compensation Committee, and a Nominating and GovernanceCommittee, each of which shall have the powers and functions set forth herein,and such additional powers as may be delegated by the Board of Directors.  The size and membership of the committeesshall be determined by the Board of Directors, and shall be composed solely ofDirectors independent of management.

 

Section 2.  The Audit Committee shall select, on behalf of the Company, independentpublic accountants to (1) audit the books of account and other Corporaterecords; and (2) perform such other duties as the Committee may from time totime prescribe.  The Committee shalltransmit financial statements certified by such independent public accountantsto the Board of Directors after the close of each fiscal year. The Committeeshall confer with such accountants and approve the scope of the audit of therecords.  The Committee shall have thepower to confer with and direct the officers of the Company to the extent necessaryto review the internal controls, accounting practices, financial structure andreporting of the Company. From time to time, the Committee shall report to andadvise the Board of Directors concerning the results of its consultation andreview such other matters as the Committee believes merit review by the Boardof Directors.

 

Section 3. The Compensation Committee shall fix thecompensation of members of the Board of Directors who are officers and othermembers of senior management.

 

2

----

 

Section 4. The Nominating and Governance Committee shall consider and makerecommendations to the Board of Directors with respect to the management of theCompany and the nominations or elections of directors and officers of theCompany.  The Committee from time totime shall consider the size and composition of the Board of Directors and makerecommendations to the Board with respect to such matters.

 

ARTICLE V

 

Directors

 

Section 1. The business and affairs of the Company shall be managed by a Board ofnot less than six, nor more than ten Directors.  Each shall be under the age of 70 (Directors serving as ofFebruary 11, 1999, are exempt from the age limitation).  A Director who ceases to be a Shareholder inthe Company shall likewise cease to be a Director.  Commencing with the 1999 Annual Meeting of Shareholders, nomineesfor election to the Board of Directors shall be divided into three groups.  The terms of Directors in Group 1 expire atthe first Annual Shareholders meeting after their election, the terms of Group2 expire at the second Annual Shareholders Meeting after their election, andthe terms of Group 3 expire at the third Annual Shareholders Meeting aftertheir election.  At each AnnualShareholders Meeting held thereafter, Directors shall be chosen for a term ofthree years, to succeed those whose terms expire, except that the Nominatingand Governance Committee in recommending, and the Board of Directors inselecting, nominees may assign such nominees to terms expiring in one, two orthree years to maintain balance among numbers of Directors in each group.  Each Director shall hold office until his orher successor has been elected and qualified.

 

Section 2.       Any vacancy occurring in the Board ofDirectors, including any Directorship to be filled by reason of an increase inthe number of Directors, may be filled by the affirmative vote of the majorityof the remaining Directors, though less than a quorum, of the Board ofDirectors.  Any Director so electedshall serve until the next annual meeting of shareholders and until hissuccessor has been elected and has qualified.

 

Section 3.       A majority of the number of Directors shallconstitute a quorum for the transaction of business at any meeting of the Boardof Directors.  If any meeting of theDirectors cannot be organized for want of a quorum, a majority of the Directorsthere present may adjourn the meeting from time to time without notice until aquorum shall attend.

 

Section 4.       The Board of Directors may appoint anExecutive Committee consisting of the President and not less than two otherofficers of the Company, to coordinate the Company’s operations and to exercisegeneral supervision over all the

 

3

----

 

property, business and affairs of the Company.  The President shall preside over theExecutive Committee, which shall be subject to the authority of the Board ofDirectors and the President.

 

Section 5.       Immediately after each annual election ofDirectors, the newly elected Directors shall meet for the purpose oforganization, the election of officers of the Board of Directors and thetransaction of other business.  Nonotice of such meeting shall be required, and the meeting shall be held at thesame place as the shareholders’ meeting unless otherwise designated by theChairman.

 

Section 6.       Special meetings of the Board of Directorsshall be called by the Secretary, when he is requested to do so by theChairman, upon two days’ notice to each Director.  Special meetings shall be called in like manner on the request ofthe majority of the members of the Board. Such notice may be by telephone, telegraph or mail.  Special meetings of the Directors may beheld at one time and at any place, without notice, when all members of theBoard are present and consent thereto. The Board of Directors shall meet at such places, either within orwithout the State of Oregon, as may be designated in the notice of themeeting.  Any business authorized orrequired to be transacted by the Directors may be transacted at any specialmeeting.

 

ARTICLE VI

 

Compensation of Directors and Officers

 

No officer or Director of the Company shall beentitled to any salary or other compensation for any services rendered theCompany, except when fixed or otherwise authorized and approved by resolutionof the Board of Directors, or when services are rendered as a consultant to theCorporation under compensation arrangements approved by the Board of Directorsor the President.

 

ARTICLE VII

 

Officers

 

Section 1.       The officers of the Company shall include aChairman, a President, one or more Vice Presidents as may from time to time bedeemed advisable by the Board of Directors, a Secretary, a Treasurer and suchother officers as may from time to time be appointed by the Board of Directors.

 

Section 2.       In case of the absence of any officer of theCompany, or for any other reason that may seem sufficient to the Board, theBoard of Directors may delegate his powers and duties to any other officer orto any Director.

 

4

----

 

Section 3.       In addition to the specific duties set forthbelow, the officers shall have such other authorities and perform such otherduties as may elsewhere in these Bylaws be required of them or that may beusual for their officers or that may be designated by resolution of the Boardof Directors.

 

ARTICLE VIII

 

Chairman

 

TheChairman shall preside at all meetings of the shareholders and Directors; heshall be the inspector of all elections of Directors and certify who areelected; he shall also act as inspector of the voting on any other matter orresolution unless the meeting appoints special inspectors for suchpurposes.  The Chairman may alsorepresent the Company in any manner requested by the Board of Directors or thePresident.

 

ARTICLE IX

 

President

 

Section1.       The Presidentshall be the chief executive officer and head of the Company and shall have thegeneral control of its business affairs.

 

Section2.       The President maysign, on behalf of the Company, all deeds, contracts and promissory notes,unless otherwise expressly directed by the Board of Directors, and shall havegeneral supervision over all the property, business and interests of theCompany as well as over its officers, employees and agents.

 

Section3.       The Presidentshall make annual reports showing the condition of the affairs of the Company,making such recommendations as he thinks proper, submitting the same to theBoard of Directors, and subsequently, to the annual meeting of theshareholders; and he shall, from time to time, bring before the Directors suchinformation as may be required touching upon the business and property of theCompany.

 

ARTICLE X

 

Secretary

 

The Secretary shall issue all notices of Directors’and shareholders’ meetings, shall have the charge of the corporate seal and theCompany’s stock and

 

5

----

 

minute books, shall countersign all certificates of stocks, bonds,deeds, mortgages and other documents requiring the seal of the Company, shallaffix the corporate seal to all such documents, shall prepare and issue allcertificates of stock and register and record the same in the stock books andshall properly record therein all transfers, shall produce the stock bookswhenever required to do so by any shareholder, and shall prepare and submit atevery meeting of the shareholders a certified list of the shareholders of theCompany and of those shareholders entitled to vote at such meeting, which listshall be prima facie evidence of the right to vote.  The Board of Directors may designate one or more AssistantSecretaries to carry out the duties of the Secretary until such vacancy isregularly filled as required.

 

ARTICLE XI

 

Treasurer

 

The Treasurer shall have custody of all funds,securities and other valuables of the Company that may come into his possessionand he shall deposit the same to the credit of the Company in such banks ordepositories as the Board of Directors may designate.  He shall bring to the attention of the Board of Directors any andall measures which in his judgment are necessary and proper to be taken for thepreservation and renewal of securities in his custody and for the enforcementof the rights secured thereby and shall render a statement of the accounts ofthe Company whenever required by the Board of Directors.

 

ARTICLE XII

 

Stock

 

Section 1.       Certificates ofstock, on a form to be approved by the Board of Directors, shall be signed bythe Chairman, President or any Vice President, and by the Secretary or anAssistant Secretary, and shall have affixed thereto the corporate seal.  Each certificate shall be numbered in orderand shall show on the face thereof the name of the Company, that it isorganized under the laws of the State of Oregon, the name of the person to whomit is issued, the class and number of shares represented thereby and the parvalue of the shares.  A stock book shallbe maintained by the Secretary, in which he shall record the name of eachshareholder, the number, certificate number and class of shares held by him, thedates or issuance and the dates of any transfers of stock.

 

Section 2.       Shares of stock of the Company shall betransferable only on its books by the holder thereof in person, or by hisattorney duly authorized thereto in writing, and upon the surrender andcancellation of certificates therefor duly endorsed.

 

6

----

 

Section 3.       In case of the loss or destruction of acertificate, another may be issued in its place upon proof of such loss ordestruction satisfactory to the Board of Directors and the giving of such bondor indemnity or other security as the Board of Directors may require.

 

ARTICLE XIII

 

Indemnification

 

The Company shall indemnify any Director, officeror employee or former Director, officer or employee of the Company, or anyperson who may have served at its request as a Director, officer or employee ofanother corporation, partnership, joint venture, or other enterprise, againstexpenses (including attorneys fees) judgments, fines and amounts paid insettlement, actually and necessarily incurred by him in connection with thedefense of any action, suit or proceeding whether civil, criminal oradministrative in which he is made a party by reason of being or having beensuch Director, officer or employee. Such indemnification shall not be deemed exclusive of any other rightsto which such Director, officer or employee may be entitled.

 

The Company shall also have the authority toindemnify any agent of the Company or any Trustee acting on behalf of theCompany to the fullest extent possible under the Oregon Business CorporationAct.

 

ARTICLE XIV

 

Assessments

 

A holder of or subscriber to shares of the capitalstock of the Company shall be subject to assessment therefor by the Board ofDirectors to the extent, in the aggregate, of the unpaid portion of thesubscription price of the shares so held or subscribed, except as may belimited by law.

 

ARTICLE XV

 

Dividends

 

Dividends shall be declared by the Board ofDirectors in such form, in such amounts and at such times as the Board ofDirectors in its sole discretion shall

 

7

----

 

determine, subject only to the requirements of law, and no dividendsshall be paid or other distribution of earnings made except as directed by theBoard of Directors.

 

ARTICLE XVI

 

Signing of Contracts, Checks, Notes, Etc.

 

In addition to the authority granted to thePresident by Article VIII, Section 2, the Board of Directors may, byresolution, at any time direct in what manner and by what person or persons,officer or officers all or any of its contracts, checks, notes, bonds, otherevidences of indebtedness or other written instruments may be executed, and anysuch authorized execution shall be deemed the act of the Company.

 

ARTICLE XVII

 

Notice and Waiver

 

Section 1.       Whenever notice is required to be given toany shareholder or Director, and such notice is given be mail, the time of thegiving of such notice shall be deemed to be the time when the same shall bedeposited in the United States mail addressed to the shareholder or Director athis address as it appears on the official records of the Company, with postagethereon prepaid.

 

Section 2.       Whenever any notice is required to be givento any shareholder or Director of the Company, a waiver thereof in writingsigned by the person or persons entitled to such notice, whether signed beforeor after the time stated in such notice, shall be equivalent to the giving ofsuch notice to that person or persons.

 

ARTICLE XVIII

 

Amendments

 

These Bylaws may be altered, amended or repealedand new Bylaws may be adopted at any regular or special meeting of the Board ofDirectors by a vote of the majority of the Directors present at such meeting.

 

8

----