AMENDED
AND RESTATED BYLAWS
 
 
 OF
 
 
 ZONES,
INC.
  
  ZONES,
INC.
 AMENDMENTS TO
BYLAWS
  
 Article
              
              Effect
      of Amendment
              
              Date
      of AmendmentArticle
      II, Section 2.2
              
              Section
      2.2 was amended in its entirety to read as follows:
                
                “Number
      of Directors; Qualification. The exact number of directors of the
      corporation shall be five (5) until amended in accordance with these
      Bylaws. No reduction of the authorized number of directors shall have the
      effect of removing any director before that director’s term of office
      expires. No director need be a shareholder of the corporation or a
      resident of Washington. Each director must be at least eighteen (18) years
      of age.”
              
              April
      26, 2007Article
      II, Section 2.2
              
              Section
      2.2 was amended in its entirety to read as follows:
                
                “Number
      of Directors; Qualification. The exact number of directors of the
      corporation shall be six (6) until amended in accordance with these
      Bylaws. No reduction of the authorized number of directors shall have the
      effect of removing any director before that director’s term of office
      expires. No director need be a shareholder of the corporation or a
      resident of Washington. Each director must be at least eighteen (18) years
      of age.”
              
              June
      22, 2006Article
      II, Section 2.2
              
              Section
      2.2 was amended in its entirety to read as follows:
                
                “Number
      of Directors; Qualification. The exact number of directors of the
      corporation shall be five (5) until amended in accordance with these
      Bylaws. No reduction of the authorized number of directors shall have the
      effect of removing any director before that director’s term of office
      expires. No director need be a shareholder of the corporation or a
      resident of Washington. Each director must be at least eighteen (18) years
      of age.”
              
              April
      27, 2006
  
 
 Article
      II, Section 2.2
              
              Section
      2.2 was amended in its entirety to read as follows:
                
                “Number
      of Directors; Qualification. The exact number of directors of the
      corporation shall be six (6) until amended in accordance with these
      Bylaws. No reduction of the authorized number of directors shall have the
      effect of removing any director before that director’s term of office
      expires. No director need be a shareholder of the corporation or a
      resident of Washington. Each director must be at least eighteen (18) years
      of age.”
              
              July
      25, 2005Article
      II, Section 2.2
              
              Section
      2.2 was amended in its entirety to read as follows:
                
                “Number
      of Directors; Qualification. The exact number of directors of the
      corporation shall be five (5) until amended in accordance with these
      Bylaws. No reduction of the authorized number of directors shall have the
      effect of removing any director before that director’s term of office
      expires. No director need be a shareholder of the corporation or a
      resident of Washington. Each director must be at least eighteen (18) years
      of age.”
              
              May
      5, 2005Article
      I, Section 1.1.2
              
              Section
      1.1.2 was amended in its entirety to read as follows:
              
              March
      18, 2005“1.1.2  Business
      Conducted at Meeting.At
      an annual meeting of shareholders, an item of business may be conducted,
      and a proposal may be considered and acted upon, only if such item or
      proposal is brought before the meeting (i) by, or at the direction of, the
      Board of Directors, or (ii) by any shareholder of the corporation who is
      entitled to vote at the meeting and who complies with the procedures set
      forth in the remainder of this Section 1.1.2.  This Section
      1.1.2 shall not apply to matters of procedure that, pursuant to Section
      11.3(a) of these Bylaws, are subject to the authority of the chairman of
      the meeting.For
      a shareholder to properly bring any item of business before an annual
      meeting of shareholders, such shareholder must give timely notice thereof
      in proper written form to the Secretary of the
      corporation.  This Section 1.1.2 shall constitute an “advance
      notice provision” for purposes of Rule 14a-4(c)(1), promulgated under the
      Securities Exchange Act of 1934, as such rule may be amended from time to
      time (the “Exchange Act”).  To be timely, a shareholder’s notice
      to the Secretary of the corporation must be delivered at the principal
      executive offices of the corporation, not less than one hundred twenty
      (120) days prior to the anniversary of the date of the corporation’s proxy
      statement released to shareholders in connection with the previous year’s
      annual meeting; provided, however, that in the event that the annual
      meeting is called for a date that is not within thirty (30) days before or
      after the anniversary date of the immediately preceding annual meeting of
      shareholders, notice by the shareholders must be received no later than
      the close of business on the tenth (10th) day following the day on which
      notice of the date of the annual meeting was mailed or public disclosure
      of the date of the annual meeting was made, whichever occurs
      first.
  
 
 To
      be in proper form, a shareholder’s notice to the Secretary must set forth,
      as to each item of business or proposal the shareholder intends to bring
      before the meeting, (i) a brief description of the item of business or
      proposal desired to be brought before the meeting and the reasons for
      bringing it before the meeting, (ii) the name and address of such
      shareholder, (iii) the number and class of shares of stock of the
      corporation that are beneficially owned on the date of such notice by such
      shareholder, (iv) any financial interest of such shareholder in such item
      of business or proposal, (v) a description of all arrangements or
      understandings between such shareholder in connection with the proposal of
      such business by such shareholders and any material interest of such
      shareholder in such business; and (vi) a representation that such
      shareholder intends to appear in person or by proxy at the annual meeting
      to bring such business before the meeting.A
      shareholder intending to nominate one or more persons for election as a
      Director at an annual meeting must comply with the notice provisions set
      forth in Section 1.1.2(b) and 1.1.2(c) hereof (as such provisions may be
      amended from time to time) for such nomination or nominations to be
      properly brought before such meeting.  In addition, for a
      nomination to be made properly by a shareholder, the notice to the
      Secretary of the corporation must set forth (i) as to each person whom the
      shareholder proposes to nominate for election as a director (A) the name,
      age, business address and residence address of the person being nominated,
      (B) the principal occupation or employment of the person being nominated,
      (C) the class or series and number of shares of capital stock of the
      corporation that are owned beneficially or of record by the person being
      nominated, and (D) any other information relating to the person that would
      be required to be disclosed in a proxy statement or other filings required
      to be made in connection with the solicitation of proxies for election of
      directors pursuant to Section 14 of the Exchange Act and the rules and
      regulations promulgated thereunder, and (ii) as to the shareholder giving
      the notice, any information (in addition to the information required
      pursuant to Section 1.1.2(b) and Section 1.1.2(c) hereof) relating to such
      shareholder that would be required to be disclosed in a proxy statement or
      other filings required to be made in connection with the solicitation of
      proxies for election of directors pursuant to Section 14 of the Exchange
      Act and the rules and regulations promulgated thereunder.  Such
      notice must be accompanied by a written consent of each proposed nominee
      to being named as a nominee and to serve as a director if
      elected.”
 Article
      II, Section 2.2
              
              Section
      2.2 was amended in its entirety to read as follows:
              
              October
      28, 2004“Number
      of Directors; Qualification. The exact number of directors of the
      corporation shall be seven (7) until amended in accordance with these
      Bylaws. No reduction of the authorized number of directors shall have the
      effect of removing any director before that director’s term of office
      expires. No director need be a shareholder of the corporation or a
      resident of Washington. Each director must be at least eighteen (18) years
      of age.”
  
  Article
      II, Section 2.2
              
              Section
      2.2 was amended in its entirety to read as follows:
              
              November
      12, 2003“Number
      of Directors; Qualification. The exact number of directors of the
      corporation shall be six (6) until amended in accordance with these
      Bylaws. No reduction of the authorized number of directors shall have the
      effect of removing any director before that director’s term of office
      expires. No director need be a shareholder of the corporation or a
      resident of Washington. Each director must be at least eighteen (18) years
      of age.”
  
  AMENDED
AND RESTATED BYLAWS
  OF
  MULTIPLE
ZONES INTERNATIONAL, INC.
  These
Bylaws are promulgated pursuant to the Washington Business Corporation Act, as
set forth in Title 23B of the Revised Code of Washington (the
“Act”).
  ARTICLE
I
  SHAREHOLDERS
  1.1           Annual
Meeting.
  1.1.1         Time and Place of
Meeting.The
annual meeting of the shareholders of the corporation for the election of
directors and for the transaction of such other business as may properly come
before the meeting shall be held each year at a place, day, and time to be set
by the Board of Directors.
  1.1.2        
Business Conducted at
Meeting.
  (a)         At
an annual meeting of shareholders, an item of business may be conducted, and a
proposal may be considered and acted upon, only if such item or proposal is
brought before the meeting (i) by, or at the direction of, the Board of
Directors, or (ii) by any shareholder of the corporation who is entitled to vote
at the meeting and who complies with the procedures set forth in the remainder
of this Section 1.1.2. This Section 1.1.2 shall not apply to matters of
procedure that, pursuant to Section 11.3(a) of these Bylaws, are subject to the
authority of the chairman of the meeting.
  (b)         For
an item of business or proposal to be brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, a shareholder’s notice must be
delivered to, or mailed and received at, the principal office of the corporation
not less than seventy (70) days prior to the date scheduled for the meeting
(regardless of any postponements, deferrals or adjournments of that meeting to a
later date), or, if notice or public disclosure of the date scheduled for the
meeting is not given or made at least eighty (80) days prior thereto, not more
than ten (10) days following the day on which notice of the date scheduled for
the meeting is mailed or the day on which disclosure of that date is made,
whichever is earlier.
  (c)         A
shareholder’s notice to the Secretary under Section 1.1.2(b) shall set forth, as
to each item of business or proposal the shareholder intends to bring before the
meeting (i) a brief description of the item of business or proposal and the
reasons for bringing it before the meeting, (ii) the name and address, as they
appear on the corporation’s books, of the shareholder and of any other
shareholders that the shareholder knows or anticipates will support the item of
business or proposal, (iii) the number and class of shares of stock of the
corporation that are beneficially owned on the date of such notice by the
shareholder and by any such other shareholders, and (iv) any financial interest
of the shareholder or any such other shareholders in such item of business or
proposal.
  
  (d)         The
Board of Directors, or a designated committee thereof, may reject a
shareholder’s notice that is not timely given in accordance with the terms of
Section 1.1.2(b). If the Board of Directors, or a designated committee thereof,
determines that the information provided in a shareholder’s notice does not
satisfy the requirements of Section 1.1.2(c) in any material respect, the
Secretary of the corporation shall notify the shareholder of the deficiency in
the notice. The shareholder shall have an opportunity to cure the deficiency by
providing additional information to the Secretary within such period of time,
not to exceed five (5) days from the date such deficiency notice is given to the
shareholder, as the Board of Directors or such committee shall reasonably
determine. If the deficiency is not cured within such period, or if the Board of
Directors or such committee determines that the additional information provided
by the shareholder, together with information previously provided, does not
satisfy the requirements of Section 1.1.2(c) in any material respect, then the
Board of Directors or such committee may reject the shareholder’s
notice.
  (e)        
 Notwithstanding the procedures set forth in Section 1.1.2(d), if a
shareholder desires to bring an item of business or proposal before an annual
meeting, and neither the Board of Directors nor any committee thereof has made a
prior determination of whether the shareholder has complied with the procedures
set forth in this Section 1.1.2 in connection with such item of business or
proposal, then the chairman of the meeting shall determine and declare at the
meeting whether the shareholder has so complied. If the chairman determines that
the shareholder has so complied, then the chairman shall so state and ballots
shall be provided for use at the meeting with respect to such item of business
or proposal. If the chairman determines that the shareholder has not so
complied, then, unless the chairman, in his sole and absolute discretion,
determines to waive such compliance, the chairman shall state that the
shareholder has not so complied and the item of business or proposal shall not
be brought before the meeting.
  (f)          This
Section 1.1.2 shall not prevent the consideration and approval or disapproval at
the annual meeting of reports of officers, directors and committees of the Board
of Directors, but, in connection with such reports, no item of business may be
conducted, and no proposal may be considered and acted upon, unless there has
been compliance with the procedures set forth in this Section 1.1.2 in
connection therewith.
  1.2           Special
Meetings.Special meetings of the
shareholders for any purpose or purposes may be called at any time by the Board
of Directors or by the Chairman of the Board (if one be appointed) or by the
President or by one or more shareholders holding shares representing not less
than one-tenth (1/10) of all the votes entitled to be cast on any issue proposed
to be considered at that meeting, to be held at such time and place as the Board
or the Chairman (if one be appointed) or the President may prescribe; provided,
that, at any time when the corporation is subject to the reporting requirements
of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), special meetings of the shareholders for any
purpose or purposes may be called at any time only by the Board of Directors or
the Chairman of the Board (if one be appointed) or the President or one or more
shareholders holding shares representing not less than twenty-five percent (25%)
of all the votes entitled to be cast on any issue proposed to be considered at
that meeting.
  
 
 Subject
to the requirements of Section 2.3.2 if the purpose of the special meeting is
the election of directors, if a special meeting is called by any person or
persons other than the Board of Directors or the Chairman of the Board (if one
be appointed) or the President, then a written demand, describing with
reasonable clarity the purpose or purposes for which the meeting is called and
specifying the general nature of the business proposed to be transacted, shall
be delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Secretary of the corporation. Upon receipt of such
a demand, the Secretary shall cause notice of such meeting to be given, within
thirty (30) days after the date the demand was delivered to the Secretary, to
the shareholders entitled to vote, in accordance with the provisions of Section
1.3 of these Bylaws.
  1.3           Notice of
Meetings.Except as otherwise
provided below, the Secretary, Assistant Secretary, or any transfer agent of the
corporation shall give, in any manner permitted by law, not less than ten (10)
nor more than sixty (60) days before the date of any meeting of shareholders,
written notice stating the place, day, and time of the meeting to each
shareholder of record entitled to vote at such meeting. If mailed, notice to a
shareholder with first-class postage prepaid, correctly addressed to the
shareholder at the shareholder’s address as it appears on the current record of
shareholders of the corporation, shall be effective when mailed. Otherwise,
written notice shall be effective at the earliest of the following: (a) when
received, (b) five (5) days after its deposit in the United States mail, as
evidenced by the postmark, if mailed with first-class postage prepaid and
correctly addressed, or (c) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee.
  1.3.1         Notice of Special
Meeting.  Inthe case of a special
meeting, the written notice shall also state with reasonable clarity the purpose
or purposes for which the meeting is called and the general nature of the
business proposed to be transacted at the meeting. No business other than that
within the purpose or purposes specified in the notice may be transacted at a
special meeting.
  1.3.2         Proposed Articles of
Amendment, Merger, Exchange, Sale, Lease, orDisposition.  If
the business to be conducted at any meeting includes any proposed amendment to
the Articles of Incorporation or any proposed merger or exchange of shares, or
any proposed sale, lease, exchange, or other disposition of all or substantially
all of the property and assets (with or without the goodwill) of the corporation
not in the usual or regular course of its business, then the written notice
shall state that the purpose or one of the purposes is to consider the proposed
amendment or plan of merger, exchange of shares, sale, lease, exchange, or other
disposition, as the case may be, shall describe the proposed action with
reasonable clarity, and shall be accompanied by a copy of the proposed amendment
or plan. Written notice of such meeting shall be given to each shareholder of
record, whether or not entitled to vote at such meeting, not less than twenty
(20) days before such meeting, in the manner provided in Section 1.3
above.
  3.3.3         Proposed
Dissolution.If the business to be
conducted at any meeting includes the proposed voluntary dissolution of the
corporation, then the written notice shall state that the purpose or one of the
purposes is to consider the advisability thereof. Written notice of such meeting
shall be given to each shareholder of record, whether or not entitled to vote at
such meeting, not less than twenty (20) days before such meeting, in the manner
provided in Section 1.3 above.
  
  1.3.4         Declaration of
Mailing. A
declaration of the mailing or other means of giving any notice of any
shareholders’ meeting, executed by the Secretary, Assistant Secretary, or any
transfer or other agent of the corporation giving notice on its behalf, shall be
prima facie evidence of the giving of such notice.
  1.3.5         Waiver of
Notice.  A shareholder may waive notice of any meeting at any
time, either before or after such meeting. Except as provided below, the waiver
must be in writing, be signed by the shareholder entitled to the notice, and be
delivered to the corporation for inclusion in the minutes or filing with the
corporate records. A shareholder’s attendance at a meeting in person or by proxy
waives objection to lack of notice or defective notice of the meeting unless the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting on the ground that the meeting is not
lawfully called or convened. In the case of a special meeting, or an annual
meeting at which fundamental corporate changes are considered, a shareholder
waives objection to consideration of a particular matter that is not within the
purpose or purposes described in the meeting notice unless the shareholder
objects to considering the matter when it is presented.
  1.4           Quorum; Vote
Requirement. A quorum shall exist at
any meeting of shareholders if a majority of the votes entitled to be cast is
represented in person or by proxy. Once a share is represented for any purpose
at a meeting other than solely to object to holding the meeting or transacting
business at the meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for that adjourned meeting. Subject to the
foregoing, the determination of the voting groups entitled to vote (as required
by law), and the quorum and voting requirements applicable thereto, must be made
separately for each matter being considered at a meeting. In the case of any
meeting of shareholders that is adjourned more than once because of the failure
of a quorum to attend, those who attend the third convening of such meeting,
although less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing directors, provided that the percentage of shares
represented at the third convening of such meeting shall not be less than
one-third of the shares entitled to vote.
  If a
quorum exists, action on a matter (other than the election of directors) is
approved by a voting group if the votes cast within the voting group favoring
the action exceed the votes cast within the voting group opposing the action
unless a greater number of affirmative votes is required by law or by the
Articles of Incorporation.
  1.5           Adjourned
Meetings.An
adjournment or adjournments of any shareholders’ meeting, whether by reason of
the failure of a quorum to attend or otherwise, may be taken to such date, time,
and place as the chairman of the meeting may determine without new notice being
given if the date, time, and place are announced at the meeting at which the
adjournment is taken. However, if the adjournment is for more than one hundred
twenty (120) days from the date set for the original meeting, a new record date
for the adjourned meeting shall be fixed and a new notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
adjourned meeting, in accordance with the provisions of Section 1.3 of these
Bylaws. At any adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting. Any meeting at which
directors are to be elected shall be adjourned only from day to day until such
directors are elected.
  
  1.6           Fixing Record
Date.For
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders (or, subject to Section 1.5 above, any adjournment
thereof), the Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not more
than seventy (70) days prior to the meeting. If no such record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, then the day before the first notice is delivered to
shareholders shall be the record date for such determination of shareholders. If
no notice is given because all shareholders entitled to notice have waived
notice, then the record date for the determination of shareholders entitled to
notice of or to vote at a meeting shall be the date on which the last such
waiver of notice was obtained or the date of the meeting, if earlier. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof, except as provided in Section 1.5 of these Bylaws. If no
notice is given because all shareholders entitled to notice have signed a
consent as described in Section 1.9 below, the record date for determining
shareholders entitled to take action without a meeting is the date the first
shareholder signs the consent.
  1.7           Shareholders’ List for
Meeting. The corporation shall
cause to be prepared an alphabetical list of the names of all of its
shareholders on the record date who are entitled to notice of a shareholders’
meeting or any adjournment thereof. The list must be arranged by voting group
(and within each voting group by class or series of shares) and show the address
of and the number of shares held by each shareholder. The shareholders’ list
must be available for inspection by any shareholder, beginning ten (10) days
prior to the meeting and continuing through the meeting, at the principal office
of the corporation or at a place identified in the meeting notice in the city
where the meeting will be held. Such list shall be produced and kept open at the
time and place of the meeting. During such ten-day period, and during the whole
time of the meeting, the shareholders’ list shall be subject to the inspection
of any shareholder, or the shareholder’s agent or attorney. In cases where the
record date is fewer than ten (10) days prior to the meeting because notice has
been waived by all shareholders, the Secretary shall keep such record available
for a period from the date the first waiver of notice was delivered to the date
of the meeting. Failure to comply with the requirements of this section shall
not affect the validity of any action taken at the meeting.
  1.8           Ratification. Subject to the
requirements of RCW 23B.08.730, 23B. 17.020, and 23B. 19.040, any contract,
transaction, or act of the corporation or of any director or officer of the
corporation that shall be authorized, approved, or ratified by the affirmative
vote of a majority of shares represented at a meeting at which a quorum is
present shall, insofar as permitted by law, be as valid and as binding as though
ratified by every shareholder of the corporation.
  1.9           Action by Shareholders
Without a Meeting. Any action which may be
or which is required by law to be taken at any meeting of shareholders may be
taken, without a meeting or notice of a meeting, if one or more consents in
writing, setting forth the action so taken, are signed by all of the
shareholders entitled to vote or, in the place of any one or more of such
shareholders, by a person holding a valid proxy to vote with respect to the
subject matter thereof, and are delivered to the corporation for inclusion in
the minutes or filing with the corporate records. If notice of the proposed
action to be taken by unanimous consent of the voting shareholders is required
by law to be given to nonvoting shareholders, the corporation must give its
nonvoting shareholders written notice of the proposed action at least ten (10)
days before the action is taken. The notice must contain or be accompanied by
the same material that, by law, would have been required to be sent to nonvoting
shareholders in a notice of meeting at which the proposed action would have been
submitted to such shareholders for action. Action taken by unanimous written
consent is effective when all consents are in possession of the corporation,
unless the consent specifies a later effective date. Such consent shall have the
same force and effect as a meeting vote of shareholders and may be described as
such in any articles or other document filed with the Secretary of State of the
State of Washington.
  
  1.10          Telephonic
Meetings.Shareholders may
participate in a meeting by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting.
  ARTICLE
II
  BOARD
OF DIRECTORS
  2.1           Responsibility of Board of
Directors.  The business and affairs and property of the
corporation shall be managed under the direction of a Board of Directors. A
director shall discharge the duties of a director, including duties as a member
of a committee, in good faith, with the care an ordinarily prudent person in a
like position would exercise under similar circumstances, and in a manner the
director reasonably believes to be in the best interests of the corporation. In
discharging the duties of a director, a director is entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:  (a) one or
more officers or employees of the corporation whom the director reasonably
believes to be reliable and competent in the matters presented; (b) legal
counsel, public accountants, or other persons as to matters the director
reasonably believes are within the person’s professional or expert competence;
or (c) a committee of the Board of Directors of which the director is not a
member, if the director reasonably believes the committee merits confidence. A
director is not acting in good faith if the director has knowledge concerning
the matter in question that makes reliance otherwise permitted above
unwarranted. The creation of, delegation of authority to, or action by a
committee does not alone constitute compliance by a director with the standards
of conduct imposed by law upon directors. A director is not liable for any
action taken as a director, or any failure to take any action, if the director
performed the duties of the director’s office in compliance with this
section.
  2.2           Number of Directors;
Qualification.The exact number of
directors of the corporation shall be five (5) until amended in accordance with
these Bylaws. No reduction of the authorized number of directors shall have the
effect of removing any director before that director’s term of office expires.
No director need be a shareholder of the corporation or a resident of
Washington. Each director must be at least eighteen (18) years of
age.
  
  2.3           Election of Directors;
Nominations.
  2.3.1         Election and Term of
Office.  At each annual meeting of shareholders, the
shareholders shall elect directors. Directors may also be elected at a special
meeting of shareholders called specifically for that purpose. Each director so
elected shall hold office until the next annual meeting of shareholders or, in
the case of staggered terms as permitted by RCW 23B.08.060, for the term for
which he is elected, and in each case until his successor shall have been
elected and qualified.
  2.3.2         Nominations for
Directors.
  (a)         Nominations
of candidates for election as directors at an annual or special meeting of
shareholders may only be made (i) by, or at the direction of, the Board of
Directors, or (ii) by any shareholder of the corporation who is entitled to vote
at the meeting and who complies with the procedures set forth in the remainder
of this Section 2.3.2.
  (b)         If
a shareholder proposes to nominate one or more candidates for election as
directors at an annual or special meeting, the shareholder must have given
timely notice thereof hi writing to the Secretary of the corporation. To be
timely, a shareholder’s notice must be delivered to, or mailed and received at,
the principal office of the corporation not less than seventy (70) days prior to
the date scheduled for the meeting (regardless of any postponements, deferrals
or adjournments of that meeting to a later date), or, if notice or public
disclosure of the date scheduled for the meeting is not given or made at least
eighty (80) days prior thereto, not more than ten (10) days following the day on
which notice of the date scheduled for the meeting is mailed or the day on which
disclosure of that date is made, whichever is earlier.
  (c)          A
shareholder’s notice to the Secretary under Section 2.3.2(b) shall set forth, as
to each person whom the shareholder proposes to nominate for election as a
director (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the
number and class of shares of stock of the corporation that are beneficially
owned on the date of such notice by such person, and (iv) if the corporation at
such time has any security registered pursuant to Section 12 of the Exchange
Act, any other information relating to such person required to be disclosed in
solicitations of proxies with respect to nominees for election as directors
pursuant to Regulation 14A under the Exchange Act, including but not limited to
information required to be disclosed by Schedule 14A of Regulation 14A, and any
other information that the shareholder would be required to file with the
Securities and Exchange Commission in connection with the shareholder’s
nomination of such person as a candidate for director or the shareholder’s
opposition to any candidate for director nominated by, or at the direction of,
the Board of Directors. In addition to the above information, a shareholder’s
notice to the Secretary under Section 2.3.2(b) shall (A) set forth (i) the name
and address, as they appear on the corporation’s books, of the shareholder and
of any other shareholders that the shareholder knows or anticipates will support
any candidate or candidates nominated by the shareholder, and (ii) the number
and class of shares of stock of the corporation that are beneficially owned on
the date of such notice by the shareholder and by any such other shareholders,
and (B) be accompanied by a written statement, signed and acknowledged by each
candidate nominated by the shareholder, that the candidate agrees to be so
nominated and to serve as a director of the corporation if elected at the
meeting.
  
  (d)         The
Board of Directors, or a designated committee thereof, may reject any
shareholder’s nomination of one or more candidates for election as directors if
the nomination is not made pursuant to a shareholder’s notice timely given in
accordance with the terms of Section 2.3.2(b). If the Board of Directors, or a
designated committee thereof, determines that the information provided in a
shareholder’s notice does not satisfy the requirements of Section 2.3.2(c) in
any material respect, the Secretary of the corporation shall notify the
shareholder of the deficiency in the notice. The shareholder shall have an
opportunity to cure the deficiency by providing additional information to the
Secretary within such period of time, not to exceed five (5) days from the date
such deficiency notice is given to the shareholder, as the Board of Directors or
such committee shall reasonably determine. If the deficiency is not cured within
such period, or if the Board of Directors or such committee determines that the
additional information provided by the shareholder, together with information
previously provided, does not satisfy the requirements of Section 2.3.2(c) in
any material respect, then the Board of Directors or such committee may reject
the shareholder’s notice.
  (e)        
 Notwithstanding the procedures set forth in Section 2.3.2(d), if a
shareholder proposes to nominate one or more candidates for election as
directors at an annual or special meeting, and neither the Board of Directors
nor any committee thereof has made a prior determination of whether the
shareholder has complied with the procedures set forth in this Section 2.3.2 in
connection with such nomination, then the chairman of the meeting shall
determine and declare at the meeting whether the shareholder has so complied. If
the chairman determines that the shareholder has so complied, then the chairman
shall so state and ballots shall be provided for use at the meeting with respect
to such nomination. If the chairman determines that the shareholder has not so
complied, then, unless the chairman, in his sole and absolute discretion,
determines to waive such compliance, the chairman shall state that the
shareholder has not so complied and the defective nomination shall be
disregarded.
  2.4           Vacancies.  Except
as otherwise provided by the Articles of Incorporation or by law, any vacancy
occurring in the Board of Directors (whether caused by resignation, death, or
otherwise) may be filled by the affirmative vote of a majority of the directors
present at a meeting of the Board at which a quorum is present, or, if the
directors in office constitute less than a quorum, by the affirmative vote of a
majority of all of the directors in office. Notice shall be given to all of the
remaining directors that such vacancy will be filled at the meeting. However, if
the vacant director’s position was held by a director elected by one or more
voting groups composed of less than all of the voting shareholders, such vacancy
may only be filled by (i) the remaining directors, if any, elected by the same
voting group or groups; or (ii) the shareholders in the voting group or groups
that elected the director who formerly held the vacant office. A director
elected to fill any vacancy shall hold office until the next meeting of
shareholders at which directors are elected, and until his successor shall have
been elected and qualified.
  2.5           Removal.Any director or the
entire Board of Directors may be removed as provided in Section 6.2 of the
Articles of Incorporation.
  
  2.6           Resignation.  A
director may resign at any time by delivering written notice to the Board of
Directors, its Chairman, the President, or the Secretary. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date.
  2.7           Annual Meeting.The first meeting of
each newly elected Board of Directors shall be known as the annual meeting
thereof and shall be held without notice immediately after the annual
shareholders’ meeting or any special shareholders’ meeting at which a Board of
Directors is elected. Such meeting shall be held at the same place as such
shareholders’ meeting unless some other place shall be specified by resolution
of the shareholders.
  2.8           Regular
Meetings.Regular meetings of the
Board of Directors may be held at such place, day, and time as shall from time
to time be fixed by resolution of the Board without notice other than the
delivery of such resolution as provided in Section 2.10 below.
  2.9           Special
Meetings.Special meetings of the
Board of Directors may be called by the President or the Chairman of the Board
(if one be appointed) or any two or more directors, to be held at such place,
day, and time as specified by the person or persons calling the
meeting.
  2.10         Notice of
Meeting.  Notice of the place, day, and time of any meeting of
the Board of Directors for which notice is required shall be given, at least two
(2) days preceding the day on which the meeting is to be held, by the Secretary
or an Assistant Secretary, or by the person calling the meeting, in any manner
permitted by law, including orally. Any oral notice given by personal
communication over the telephone or otherwise may be communicated either to the
director or to a person at the office of the director who, the person giving the
notice has reason to believe, will promptly communicate it to the director.
Notice shall be deemed to have been given on the earliest of (a) the day of
actual receipt, (b) five (5 days after the day on which written notice is
deposited in the United States mail, as evidenced by the postmark, with
first-class postage prepaid and correctly addressed, or (c) on the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the
addressee.
  No notice
of any regular meeting need be given if the place, day, and time thereof have
been fixed by resolution of the Board of Directors and a copy of such resolution
has been given to each director, either by personally delivering the copy to the
director at least two (2) days, or by depositing the copy in the United States
mail with first-class postage prepaid and correctly addressed to the director at
the director’s address as it appears on the records of the corporation at least
five (5) days (as evidenced by the postmark), prior to the day of the first
meeting held in pursuance thereof.
  Notice of
a meeting of the Board of Directors need not be given to any director if it is
waived by the director in writing, whether before or after such meeting is held.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting unless required by law, the Articles of
Incorporation, or these Bylaws.
  A
director’s attendance at or participation in a meeting shall constitute a waiver
of notice of such meeting except when a director attends or participates in a
meeting for the express purpose of objecting on legal grounds prior to or at the
beginning of the meeting (or promptly upon the director’s arrival) to the
holding of the meeting or the transaction of any business and does not
thereafter vote for or assent to action taken at the meeting. Any meeting of the
Board of Directors shall be a legal meeting without any notice thereof having
been given if all of the directors have received valid notice thereof, are
present without objecting, or waive notice thereof, or any combination
thereof.
  
 
 2.11          Quorum of
Directors.  Except in particular situations where a lesser
number is expressly permitted by law, and unless a greater number is required by
the Articles of Incorporation, a majority of the number of directors specified
in or fixed in accordance with these Bylaws shall constitute a quorum for the
transaction of business, and the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. If the number of directors in office at any tune is less than the
number specified in or fixed in accordance with these Bylaws, then a quorum
shall consist of a majority of the number of directors in office; provided that
in no event shall a quorum consist of fewer than one-third of the number
specified in or fixed in accordance with these Bylaws.
  Directors
at a meeting of the Board of Directors at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors,
provided such withdrawal does not reduce the number of directors attending the
meeting below the level of a quorum.
  A
majority of the directors present, whether or not constituting a quorum, may
adjourn any meeting of the Board of Directors to another time and place. If the
meeting is adjourned for more than forty-eight (48) hours, then notice of the
time and place of the adjourned meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 2.10 of these Bylaws, to
the directors who were not present at the time of the adjournment.
  2.12          Dissent by Directors.
Any director who
is present at any meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless the director objects at the beginning of the meeting (or promptly upon
the director’s arrival) to the holding of, or the transaction of business at,
the meeting; or unless the director’s dissent or abstention shall be entered in
the minutes of the meeting; or unless the director delivers written notice of
the director’s dissent or abstention to the presiding officer of the meeting
before the adjournment thereof or to the corporation within a reasonable time
after the adjournment of the meeting. Such right to dissent or abstention shall
not be available to any director who votes in favor of such action.
  2.13          Action by Directors Without
a Meeting.Any action required by
law to be taken or which may be taken at a meeting of the Board of Directors may
be taken without a meeting if one or more consents in writing, setting forth the
action so taken, shall be signed either before or after the action so taken by
all of the directors and delivered to the corporation for inclusion in the
minutes or filing with the corporate records. Such consent shall have the same
effect as a meeting vote. Action taken under this section is effective when the
last director signs the consent, unless the consent specifies a later effective
date.
  2.14          Telephonic
Meetings.  Except as may be otherwise restricted by the
Articles of Incorporation, members of the Board of Directors may participate in
a meeting of the Board by any means of communication by which all directors
participating in the meeting may simultaneously hear each other during the
meeting. Participation by such means shall constitute presence in person at a
meeting.
  
  2.15          Compensation.By resolution of the
Board of Directors, the directors may be paid their expenses, if any, and may be
paid a fixed sum or a stated salary as a director, for attendance at each
meeting of the Board. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation
therefor.
  2.16          Committees.The Board of Directors,
by resolution adopted by the greater of (a) a majority of all of the directors
in office, or (b) the number of directors required by the Articles of
Incorporation or these Bylaws to take action may from time to time create, and
appoint individuals to, one or more committees, each of which must have at least
two (2) members. If a committee is formed for the purpose of exercising
functions of the Board, the committee must consist solely of directors. If the
only function of a committee is to study and make recommendations for action by
the full Board, the committee need not consist of directors. Members of a
committee composed solely of directors, in fulfilling their standard of conduct,
may rely upon Section 2.1 above. Committees of directors may exercise the
authority of the Board of Directors to the extent specified by such resolution
or in the Articles of Incorporation or these Bylaws. However, no committee
shall:
  (a)         authorize
or approve a distribution (as defined in RCW 23B.01.400) except according to a
general formula or method prescribed by the Board of Directors;
  (b)         approve
or propose to shareholders action that by law is required to be approved by
shareholders;
  (c)         fill
vacancies on the Board of Directors or on any of its committees;
  (d)         amend
the Articles of Incorporation;
  (e)         adopt,
amend, or repeal Bylaws;
  (f)          approve
a plan of merger not requiring shareholder approval; or
  (g)         authorize
or approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences, and limitations of a class or
series of shares, except that the Board of Directors may authorize a committee
of directors (or a senior executive officer of the corporation) to do so within
limits specifically prescribed by the Board of Directors.
  Committees
shall be governed by the same provisions as govern the meetings, actions without
meetings, notice and waiver of notice, quorum and voting requirements, and
standards of conduct of the Board of Directors. The Executive Committee (if one
be established) shall meet periodically between meetings of the full Board. All
committees shall keep regular minutes of their meetings and shall cause them to
be recorded in books kept for that purpose at the office of the
corporation.
  
 
 ARTICLE
III
  OFFICERS
  3.1           Appointment. The officers of the
corporation shall be appointed annually by the Board of Directors at its annual
meeting held after the annual meeting of the shareholders. If the appointment of
officers is not held at such meeting, such appointment shall be held as soon
thereafter as a Board meeting conveniently may be held. Except in the case of
death, resignation, or removal, each officer shall hold office until the next
annual meeting of the Board of Directors and until his successor is appointed
and qualified.
  3.2           Qualification. None of the officers of
the corporation need be a director, except as specified below. Any two or more
of the corporate offices may be held by the same person.
  3.3           Officers
Enumerated.Except as otherwise
provided by resolution of the Board of Directors, the officers of the
corporation and their respective powers and duties shall be as
follows:
  3.3.1         Chairman of the
Board.  The Chairman of the Board (if such an officer is
appointed) shall be a director and shall perform such duties as shall be
assigned to him by the Board of Directors and in any employment agreement. The
Chairman shall preside at all meetings of the shareholders and at all meetings
of the Board at which he is present.
  3.3.2         Chief Executive
Officer.The
Chief Executive Officer shall be the chief executive officer of the corporation
and, subject to the control of the Board of Directors and the Executive
Committee (if one is established), shall supervise and control all of the
assets, business, and affairs of the corporation. The Chief Executive Officer
may sign certificates for shares of the corporation, deeds, mortgages, bonds,
contracts, and other instruments, except when the signing thereof has been
expressly delegated by the Board of Directors or by these Bylaws solely to some
other officer or agent of the corporation or is otherwise required by law to be
signed by some other officer or in some other manner. The Chief Executive
Officer shall vote the shares owned by the corporation in other corporations,
domestic or foreign, unless otherwise prescribed by law or resolution of the
Board. In general, the Chief Executive Officer shall perform all duties
customarily performed by a chief executive officer and such other duties as may
be prescribed by the Board from time to time. In the absence of the Chairman of
the Board, the Chief Executive Officer shall preside over all meetings of the
shareholders and, if a director, over all meetings of the Board of Directors.
The Chief Executive Officer shall have the authority to appoint one or more
Assistant Secretaries and Assistant Treasurers, as he deems
necessary.
  3.3.3        
President or
Co-Presidents. The President, subject
to the supervision and control of the Chief Executive Officer, the Board of
Directors and the Executive Committee (if one is established), shall supervise
and control all of the assets, business, and affairs of the corporation. The
President may sign certificates for shares of the corporation, deeds, mortgages,
bonds, contracts, and other instruments, except when the signing thereof has
been expressly delegated by the Board of Directors or by these Bylaws solely to
some other officer or agent of the corporation or is otherwise required by law
to be signed by some other officer or in some other manner. In the absence or
disability of the Chief Executive Officer, the President or a Co-President
designated by the Board of Directors shall perform all the duties of the Chief
Executive Officer and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chief Executive Officer. The President
shall have the authority to appoint one or more Assistant Secretaries and
Assistant Treasurers, as the President deems necessary.  If
Co-Presidents are appointed, all references to “President” in these Bylaws shall
be deemed to be references to Co-Presidents.
  
  3.3.4         Vice Presidents.The Vice Presidents
shall have such other powers and perform such other duties as from time to time
may be respectively prescribed for them by the Board, these Bylaws, the Chief
Executive Officer, the President, or the Chairman of the Board (if one is
appointed).
  3.3.5         Secretary.  The
Secretary shall:
  (a)         have
responsibility for preparing minutes of meetings of the shareholders and the
Board of Directors and for authenticating records of the
corporation;
  (b)         see
that all notices are duly given in accordance with the provisions of Sections
1.3, 1.5, 2.8, and 2.10 of these Bylaws and as required by law;
  (c)         be
custodian of the corporate records and seal of the corporation, if one be
adopted;
  (d)         keep
a register of the post office address of each shareholder and
director;
  (e)         attest
certificates for shares of the corporation;
  (f)          have
general charge of the stock transfer books of the corporation;
  (g)         when
required by law or authorized by resolution of the Board of Directors, sign with
the Chief Executive Officer, President, or other officer authorized by the Chief
Executive Officer or President, or the Board, deeds, mortgages, bonds,
contracts, and other instruments; and
  (h)         (h)
in general, perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned by the Chief Executive
Officer, the President or the Board of Directors.
  In the
absence of the Secretary, an Assistant Secretary may perform the duties of the
Secretary.
  3.3.6         Treasurer. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board shall
determine. The Treasurer shall:
  (a)         have
charge and custody of and be responsible for all funds and securities of the
corporation;
  
  (b)         receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever and deposit all such moneys in the name of the corporation in banks,
trust companies, or other depositories selected in accordance with the
provisions of these Bylaws; and
  (c)         in
general, perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned by the Chief Executive
Officer, the President or the Board of Directors.
  In the
absence of the Treasurer, an Assistant Treasurer may perform the duties of the
Treasurer.
  3.4           Delegation.In case of the absence
or inability to act of any officer of the corporation and of each person herein
authorized to act in his place, the Board of Directors may from time to time
delegate the powers and duties of such officer to any other officer or other
person whom it may select.
  3.5           Resignation.Any officer may resign
at any time by delivering notice to the corporation. Any such resignation shall
take effect at the time the notice is delivered unless the notice specifies a
later effective date. Unless otherwise specified therein, acceptance of such
resignation by the corporation shall not be necessary to make it effective. Any
resignation shall be without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party.
  3.6           Removal.Any officer or agent may
be removed by the Board with or without cause. An officer empowered to appoint
another officer or assistant officer also has the power to remove any officer he
would have the power to appoint whenever in his judgment the best interests of
the corporation would be served thereby. The removal of an officer or agent
shall be without prejudice to the contract rights, if any, of the corporation or
the person so removed. Appointment of an officer or agent shall not of itself
create contract rights.
  3.7           Vacancies.  A
vacancy in any office because of death, resignation, removal, disqualification,
creation of a new office, or any other cause may be filled by the Board of
Directors for the unexpired portion of the term or for a new term established by
the Board.
  3.8           OtherOfficers and
Agents.  One or more Vice Presidents and such other officers
and assistant officers as may be deemed necessary or advisable may be appointed
by the Board of Directors or, to the extent provided in Section 3.3.2 and 3.3.3
above, by the Chief Executive Officer or President. Such other officers and
assistant officers shall hold office for such periods, have such authorities,
and perform such duties as are provided in these Bylaws or as may be provided by
resolution of the Board. Any officer may be assigned by the Board any additional
title that the Board deems appropriate. The Board may delegate to any officer or
agent the power to appoint any such assistant officers or agents and to
prescribe their respective terms of office, authorities, and
duties.
  3.9           Compensation. Compensation, if any,
for officers and other agents and employees of the corporation shall be
determined by the Board of Directors, or by the Chief Executive Officer, or by
the President to the extent such authority may be delegated to him or them by
the Board. No officer shall be prevented from receiving compensation in such
capacity by reason of the fact that he is also a director of the
corporation.
  
  3.10          General Standards for
Officers.Officers with
discretionary authority shall discharge their duties under that authority in
accordance with the same standards of conduct applicable to directors as
specified in Section 2.1 above (except for subsection (c) thereof).
  ARTICLE
IV
  CONTRACTS,
CHECKS AND DRAFTS
  4.1           Contracts.The Board of Directors
may authorize any officer or officers or agent or agents to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation. Such authority may be general or confined to specific
instances. Subject to the limitations set forth in RCW 23B.08.700 through
23B.08.730, 23B. 17.020, and 23B. 19.040, to the extent applicable, the
corporation may enter into contracts and otherwise transact business as vendor,
purchaser, lender, borrower, or otherwise with its directors and shareholders
and with corporations, associations, firms, and entities in which they are or
may be or become interested as directors, officers, shareholders, members, or
otherwise. Any such contract or transaction shall not be affected or invalidated
or give rise to liability by reason of the director’s or shareholder’s having an
interest in the contract or transaction.
  4.2           Checks, Drafts,
Etc. All
checks, drafts, and other orders for the payment of money, notes, and other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers or agent or agents of the corporation and in such
manner as may be determined from time to time by resolution of the Board of
Directors.
  4.3           Deposits.All funds of the
corporation not otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies, o other depositories
as the Treasurer, subject to the direction of the Board of Directors, may
select.
  ARTICLE
V
  STOCK
  5.1           Issuance of Shares.
No shares of the
corporation shall be issued unless authorized by the Board of Directors, which
authorization shall include the maximum number of shares to be issued, the
consideration to be received for each share, and, if the consideration is in a
form other than cash, the determination of the value of the
consideration.
  5.2           Certificates of
Stock.All
shares of the corporation shall be represented by certificates in such form, not
inconsistent with the Articles of Incorporation, as the Board of Directors may
from time to time prescribe. Certificates of stock shall be issued in numerical
order and shall be signed by the President or a Vice President, attested to by
the Secretary or an Assistant Secretary, and sealed with the corporate seal, if
any. If any certificate is manually signed by a transfer agent or a transfer
clerk and by a registrar, the signatures of the President, Vice President,
Secretary or Assistant Secretary upon that certificate may be facsimiles that
are engraved or printed. If any person who has signed or whose facsimile
signature has been placed on a certificate no longer is an officer when the
certificate is issued, the certificate may nevertheless be issued with the same
effect as if the person were still an officer at the time of its issue. Every
certificate of stock shall state:
  
  (a)         The
state of incorporation;
  (b)         The
name of the registered holder of the shares represented thereby;
  (c)         The
number and class of shares, and the designation of the series, if any, which
such certificate represents;
  (d)         If
the corporation is authorized to issue different classes of shares or different
series within a class, either a summary of (on the face or back of the
certificate), or a statement that the corporation will furnish to any
shareholder upon written request and without charge a summary of, the
designations, relative rights, preferences, and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series, and the authority of the Board of Directors to determine variations
for future series; and
  (e)          If
the shares are subject to transfer or other restrictions under applicable
securities laws or contracts with the corporation, either a complete description
of or a reference to the existence and general nature of such restrictions on
the face or back of the certificate.
  5.3           Stock Records.The corporation or its
agent shall maintain at the registered office or principal office of the
corporation, or at the office of the transfer agent or registrar of the
corporation, if one be designated by the Board of Directors, a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders in alphabetical order by class of shares showing
the number and class of shares held by each. The person in whose name shares
stand on the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.
  5.4           Restrictions on
Transfer.The Board of Directors
shall have the authority to issue shares of the capital stock of this
corporation and the certificates therefor subject to such transfer restrictions
and other limitations as it may deem necessary to promote compliance with
applicable federal and state securities laws, and to regulate the transfer
thereof in such manner as may be calculated to promote such compliance or to
further any other reasonable purpose. Except to the extent that the corporation
has obtained an opinion of counsel acceptable to the corporation that transfer
restrictions are not required under applicable securities laws, all certificates
representing shares of the corporation shall bear the following legend (or a
legend of substantially the same import) on the face of the certificate or on
the reverse of the certificate if a reference to the legend is contained on the
face:
  NOTICE:
RESTRICTIONS ON TRANSFER
  The
securities represented by this certificate have not been registered under the
Securities Act of 1933, or any state securities laws, and may not be offered,
sold, transferred, encumbered, or otherwise disposed of except upon satisfaction
of certain conditions. Information concerning these restrictions may be obtained
from the corporation or its legal counsel. Any offer or disposition of these
securities without satisfaction of said conditions will be wrongful and will not
entitle the transferee to register ownership of the securities with the
corporation.
  
  5.5           Transfers. Shares of stock may be
transferred by delivery of the certificates therefor, accompanied
by:
  (a)         an
assignment in writing on the back of the certificate, or an assignment separate
from certificate, or a written power of attorney to sell, assign, and transfer
the same, signed by the record holder of the certificate; and
  (b)         such
additional documents, instruments, and other items of evidence as may be
reasonably necessary to satisfy the requirements of any transfer restrictions
applicable to such shares, whether arising under applicable securities or other
laws, or by contract, or otherwise.
  Except as
otherwise specifically provided in these Bylaws, no shares of stock shall be
transferred on the books of the corporation until the outstanding certificate
therefor has been surrendered to the corporation. All certificates surrendered
to the corporation for transfer shall be canceled, and no new certificate shall
be issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that, in case of a lost, destroyed, or
mutilated certificate, a new one may be issued therefor upon such terms
(including indemnity to the corporation) as the Board of Directors may
prescribe.
  ARTICLE
VI
  RECORDS
OF CORPORATE MEETINGS
  The
corporation shall keep, as permanent records, minutes of all meetings of its
shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors exercising the authority
of the Board of Directors on behalf of the corporation. The corporation shall
keep at its principal office a copy of the minutes of all shareholders’ meetings
that have occurred, and records of all action taken by shareholders without a
meeting, within the past three (3) years. Any person dealing with the
corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the Board or shareholders when certified by the
President or Secretary.
  ARTICLE
VII
  FINANCIAL
MATTERS
  The
corporation shall maintain appropriate accounting records at its principal
office and shall prepare the annual financial statements required by RCW 23B.
16.200. Except to the extent otherwise expressly determined by the Board of
Directors or otherwise required by law, the accounting records of the
corporation shall be kept and prepared in accordance with generally accepted
accounting principles applied on a consistent basis from period to period. The
fiscal year of the corporation shall be the calendar year unless otherwise
expressly determined by the Board of Directors.
  
  ARTICLE
VIII
  DISTRIBUTIONS
  The Board
of Directors may from time to time authorize, and the corporation may make,
distributions (as defined in RCW 23B.01.400) to its shareholders to the extent
permitted by RCW 23B.06.400, subject to any limitation in the Articles of
Incorporation. A director who votes for or assents to a distribution made in
violation of RCW 23B.06.400 is personally liable to the corporation for the
amount of the distribution that exceeds that which could have been distributed
without violating RCW 23B.06.400 if it is established that the director did not
perform the director’s duties in compliance with Section 2.1 above.
  ARTICLE
IX
  CORPORATE
SEAL
  The Board
of Directors may, but shall not be required to, adopt a corporate seal for the
corporation in such form and with such inscription as the Board may determine.
If such a corporate seal shall at any time be so adopted, the application of or
the failure to apply such seal to any document or instrument shall have no
effect upon the validity or invalidity of such document or instrument under
otherwise applicable principles of law.
  ARTICLE
X
  INDEMNIFICATION
  As
provided by Section 6.5 of the Articles of Incorporation:
  10.1          Definitions. The capitalized terms in
this Article X shall have the meanings set forth in RCW 23B.08.500.
  10.2          Mandatory
Indemnification.The Corporation shall
indemnify and hold harmless each individual who is or was serving as a Director
or officer of the Corporation or who, while serving as a Director or officer of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, against any and all Liability incurred with respect to any
Proceeding to which the individual is or is threatened to be made a Party
because of such service, and shall make advances of reasonable Expenses with
respect to such Proceeding, to the fullest extent permitted by law, without
regard to the limitations in RCW 23B.08.510 through 23B.08.550; provided that no
such indemnity shall indemnify any Director or officer from or on account of (a)
acts or omissions of the Director or officer finally adjudged to be intentional
misconduct or a knowing violation of law; (b) conduct of the Director or officer
finally adjudged to be in violation of RCW 23B.08.310; or (c) any transaction
with respect to which it was finally adjudged that such Director or officer
personally received a benefit in money, property, or services to which the
Director or officer was not legally entitled.
  
  10.3          Insurance. The Corporation may
purchase and maintain insurance on behalf of an individual who is or was a
director, officer, employee, or agent of the Corporation or, who, while a
director, officer, employee, or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise against
Liability asserted against or incurred by the individual in that capacity or
arising from the individual’s status as a director, officer, employee, or agent,
whether or not the Corporation would have power to indemnify the individual
against such Liability under RCW 23B.08.510 or 23B.08.520.
  10.4          Changes in
Law.  If, after the effective date of this Article X, the Act
is amended to authorize further indemnification of Directors or officers, then
Directors and officers of the Corporation shall be indemnified to the fullest
extent permitted by the Act as so amended.
  10.5          Exclusivity; Nature of
Rights; Amendment.To the extent permitted
by law, the rights to indemnification and advance of reasonable Expenses
conferred in this Article X shall not be exclusive of any other right which any
individual may have or hereafter acquire under any statute, provision of the
Bylaws, agreement, vote of shareholders or disinterested directors, or
otherwise. The right to indemnification conferred in this Article X shall be a
contract right upon which each Director or officer shall be presumed to have
relied in determining to serve or to continue to serve as such. Any
amendment to or repeal of this Article X shall not adversely affect any
right or protection of a Director or officer of the Corporation for or with
respect to any acts or omissions of such Director or officer
occurring prior to such amendment or repeal.
  ARTICLE
XI
  MISCELLANY
  11.1          Communications by
Facsimile. Whenever these Bylaws
require notice, consent, or other communication to be delivered for any purpose,
transmission by phone, wire, or wireless equipment which transmits a facsimile
of such communication shall constitute sufficient delivery for such purpose.
Such communication shall be deemed to have been received by or in the possession
of the addressee upon completion of the transmission.
  11.2          Inspector of
Elections.Before any annual or
special meeting of shareholders, the Board of Directors may appoint an inspector
of elections to act at the meeting and any adjournment thereof. If no inspector
of elections is so appointed by the Board, then the chairman of the meeting may
appoint an inspector of elections to act at the meeting. If any person appointed
as inspector fails to appear or fails or refuses to act, then the chairman of
the meeting may, and upon the request of any shareholder or a shareholder’s
proxy shall, appoint a person to fill that vacancy.
  Such
inspector of elections shall:
  
  (a)         determine
the number of shares outstanding and the voting power of each, the number of
shares represented at the meeting, the existence of a quorum, and, with the
advice of legal counsel to the corporation, the authenticity, validity, and
effect of proxies pursuant to RCW 23B.07.220 and 23B.07.240 and any procedure
adopted by the Board of Directors pursuant to RCW 23B.07.230;
  (b)         receive
votes, ballots, or consents;
  (c)         hear
and determine all challenges and questions in any way arising in connection with
the right to vote;
  (d)         count
and tabulate all votes or consents;
  (e)         determine
the result; and
  (f)          do
any other acts that may be proper to conduct the election or vote with fairness
to all shareholders.
  11.3          Rules of Order.The rules contained in
the most recent edition of Robert’s Rules of Order, Revised, shall govern all
meetings of shareholders and directors where those rules are not inconsistent
with the Articles of Incorporation or Bylaws, subject to the
following:
  (a)         The
chairman of the meeting shall have absolute authority over matters of procedure,
and there shall be no appeal from the ruling of the chairman. If the chairman in
his absolute discretion deems it advisable to dispense with the rules of
parliamentary procedure for any meeting or any part thereof, the chairman shall
so state and shall clearly state the rules under which the meeting or
appropriate part thereof shall be conducted.
  (b)         If
disorder should arise which prevents continuation of the legitimate business of
the meeting, the chairman may quit the chair and announce the adjournment of the
meeting; upon so doing, the meeting shall be deemed immediately adjourned,
subject to being reconvened in accordance with Section 1.5 or 2.11 of these
Bylaws, as the case may be.
  (c)         The
chairman may ask or require that anyone not a bona fide shareholder or proxy
leave the meeting of shareholders.
  (d)         A
resolution or motion at a meeting of shareholders shall be considered for vote
only if proposed by a shareholder or duly authorized proxy and seconded by an
individual who is a shareholder or duly authorized proxy other than the
individual who proposed the resolution or motion.
  11.4          Construction. Within these Bylaws,
words of any gender shall be construed to include any other gender, and words in
the singular or plural number shall be construed to include the plural or
singular, respectively, unless the context otherwise requires.
  11.5          Severability.  If
any provision of these Bylaws or any application thereof shall be invalid,
unenforceable, or contrary to applicable law, the remainder of these Bylaws, and
the application of such provisions to individuals or circumstances other than
those as to which it is held invalid, unenforceable, or contrary to applicable
law, shall not be affected thereby.
  
  ARTICLE
XII
  AMENDMENT
OF BYLAWS
  Subject
to the requirements of RCW 23B. 10.210 relating to supermajority quorum
provisions for the Board of Directors, the Bylaws of the corporation may be
amended or repealed, or new Bylaws may be adopted, by: (a) the shareholders,
even though the Bylaws may also be amended or repealed, or new Bylaws may also
be adopted, by the Board of Directors; or (b) subject to the power of the
shareholders of the corporation to change or repeal the Bylaws, the Board of
Directors, unless such power is reserved, by the Articles of Incorporation or by
law, exclusively to the shareholders in whole or in part, or unless the
shareholders, in amending or repealing a particular bylaw, provide expressly
that the Board of Directors may not amend or repeal that bylaw.
  ARTICLE
XIII
  AUTHENTICATION
  The
foregoing Amended and Restated Bylaws were read, approved and duly adopted by
the Board of Directors of Multiple Zones International, Inc. on March 29, 1999,
and the President and Secretary of the corporation were empowered to
authenticate such Bylaws by their signatures below.
  /s/FirozH.LaljiFiroz H. Lalji,
      PresidentATTEST:/s/PeterJ.BierePeter J. Biere,
      Secretary
  
 TABLE
OF CONTENTS
  PageARTICLE
      I
                
                SHAREHOLDERS
                11.1
                
                Annual
      Meeting
                11.1.1    
      Time and Place of Meeting
                11.1.2    
      Business Conducted at Meeting
                11.2
                
                Special
      Meetings
                21.3
                
                Notice
      of Meetings
                31.3.1    
      Notice of Special Meeting
                31.3.2    
      Proposed Articles of Amendment, Merger, Exchange, Sale, Lease, or
      Disposition
                31.3.3    
      Proposed Dissolution
                31.3.4    
      Declaration of Mailing
                41.3.5    
      Waiver of Notice
                41.4
                
                Quorum;
      Vote Requirement
                41.5
                
                Adjourned
      Meetings
                41.6
                
                Fixing
      Record Date
                51.7
                
                Shareholders’
      List for Meeting
                51.8
                
                Ratification
                51.9
                
                Action
      by Shareholders Without a Meeting
                51.10
                
                Telephonic
      Meetings
                6ARTICLE
      II
                
                BOARD
      OF DIRECTORS
                62.1
                
                Responsibility
      of Board of Directors
                62.2
                
                Number
      of Directors; Qualification
                62.3
                
                Election
      of Directors; Nominations
                72.3.1    
      Election and Term of Office
                72.3.2    
      Nominations for Directors
                72.4
                
                Vacancies
                82.5
                
                Removal
                82.6
                
                Resignation
                92.7
                
                Annual
      Meeting
                92.8
                
                Regular
      Meetings
                92.9
                
                Special
      Meetings
                9
  -i-
  TABLE
OF CONTENTS
 (continued)
 Page2.10
                  
                  Notice
      of Meeting
                  92.11
                  
                  Quorum
      of Directors
                  102.12
                  
                  Dissent
      by Directors
                  102.13
                  
                  Action
      by Directors Without a Meeting
                  102.14
                  
                  Telephonic
      Meetings
                  102.15
                  
                  Compensation
                  112.16
                  
                  Committees
                  11ARTICLE
      III
                  
                  OFFICERS
                  123.1
                  
                  Appointment
                  123.2
                  
                  Qualification
                  123.3
                  
                  Officers
      Enumerated
                  123.3.1    
      Chairman of the Board
                  123.3.2    
      Chief Executive Officer.
                  123.3.3    
      President or Co-Presidents
                  123.3.4    
      Vice Presidents
                  133.3.5    
      Secretary
                  133.3.6    
      Treasurer
                  133.4
                  
                  Delegation
                  143.5
                  
                  Resignation
                  143.6
                  
                  Removal
                  143.7
                  
                  Vacancies
                  143.8
                  
                  Other
      Officers and Agents
                  143.9
                  
                  Compensation
                  143.10
                  
                  General
      Standards for Officers
                  15ARTICLE
      IV
                  
                  CONTRACTS,
      CHECKS AND DRAFTS
                  154.1
                  
                  Contracts
                  154.2
                  
                  Checks,
      Drafts, Etc
                  154.3
                  
                  Deposits
                  15ARTICLE
      V
                  
                  STOCK
                  155.1
                  
                  Issuance
      of Shares
                  155.2
                  
                  Certificates
      of Stock
                  15
  -ii-
  TABLE
OF CONTENTS
 (continued)
  Page5.3
                
                Stock
      Records
                165.4
                
                Restrictions
      on Transfer
                165.5
                
                Transfers
                17ARTICLE
      VI
                
                RECORDS
      OF CORPORATE MEETINGS
                17ARTICLE
      VII
                
                FINANCIAL
      MATTERS
                17ARTICLE
      VIII
                
                DISTRIBUTIONS
                18ARTICLE
      IX
                
                CORPORATE
      SEAL
                18ARTICLE
      X
                
                INDEMNIFICATION
                1810.1
                
                Definitions
                1810.2
                
                Mandatory
      Indemnification
                1810.3
                
                Insurance
                1910.4
                
                Changes
      in Law
                1910.5
                
                Exclusivity;
      Nature of Rights; Amendment
                19ARTICLE
      XI
                
                MISCELLANY
                1911.1
                
                Communications
      by Facsimile
                1911.2
                
                Inspector
      of Elections
                1911.3
                
                Rules
      of Order
                2011.4
                
                Construction
                2011.5
                
                Severability
                20ARTICLE
      XII
                
                AMENDMENT
      OF BYLAWS
                21ARTICLE
      XIII
                
                AUTHENTICATION
                21
   -iii-