****Exhibit 3.2****

**** ****

****Restated****

 

****BYLAWS OF****

 

****NEORX CORPORATION****

 

(A corporationincorporated under the laws of the State of Washington)

 

SECTION 1

 

SHAREHOLDERS ANDSHAREHOLDERS’ MEETINGS

 

1.1           AnnualMeeting.  The annual meeting of theshareholders of the corporation for the election of directors and for thetransaction of such other business as may properly come before the meeting,shall be held each year at the principal office of the corporation, or at someother place, either within or without the state of Washington as designated bythe Board of Directors, on the day and at the time specified in Exhibit A whichis attached hereto and incorporated herein by this reference (if such specifiedday is a legal holiday, then on the next business day at the same time), or onsuch other day and time as may be set by the Board of Directors.

 

1.2           SpecialMeetings.  Special meetings of theshareholders for any purpose or purposes may be called at any time by the Boardof Directors to be held at such time and place as the Board of Directors mayprescribe.

 

Upon the request of the Chairman of the Board, thePresident, the Board of Directors, or of any shareholder or shareholdersholding in the aggregate one-tenth (1/10th) of the voting power of allshareholders, it shall be the duty of the Secretary to call a special meetingof the shareholders to be held at the principal office of the corporation orsuch other convenient place and at such time as the Secretary may fix, not lessthan ten (10) (or in the case of an amendment to the articles of incorporation,a plan of merger or share exchange, a proposed sale, lease, exchange, or otherdisposition of all or substantially all of the assets of the corporation otherthan in the usual or regular course of business, or the dissolution of thecorporation, twenty (20)) nor more than sixty (60) days after the receipt ofsaid request, and if said Secretary shall neglect or refuse to issue such call,those making the request may do so.

 

1.3           Noticeof Meetings.  Written notice of theplace, day and hour of the annual shareholders’ meeting and written notice ofthe day, place, hour and purpose or purpose of special shareholders’ meetingsshall be delivered not less than ten (10) (or in the case of an amendment tothe articles of incorporation, a plan of merger or share exchange, a proposedsale, lease, exchange, or other disposition of all or substantially all of theassets of the corporation other than in the usual or regular course ofbusiness, or the dissolution of the corporation, twenty (20)) nor more thansixty (60) days before the date of the meeting. Notice may be transmitted by: Mail, private carrier, or personaldelivery, telegraph or teletype, or facsimile of the notice, and shall be givenby or at the direction of the President, the Secretary or the officer orpersons calling the meeting, to each shareholder of record entitled to vote atsuch meeting. If mailed, such notice shall be deemed to be delivered whendeposited in the United States mail addressed to the shareholder at his or heraddress as it appears on the stock transfer books of the corporation, withpostage thereon prepaid.

 

1.4           Waiverof Notice.  Except where expresslyprohibited by law or the Articles of Incorporation, notice of the day, place,hour and purpose or purposes of any shareholders’ meeting may be waived inwriting by any shareholder at any time, either before or after the meeting, andattendance at the meeting in person or by proxy shall constitute a waiver ofsuch notice of the meeting unless such person in attendance asserts, if priorto commencement of such meeting, in writing to the Secretary, or if at thecommencement of such meeting, publicly to the Chairman, that proper notice wasnot given. A waiver must be in writing, be signed by the shareholder entitled tonotice, and be delivered to the corporation for inclusion in the minutes orfiling in the corporate records. Any shareholder so waiving shall be bound bythe proceedings of any such meeting in all respects as if due notice thereofhad been given.

 

1.5           Shareholders’Action Without a Meeting.  Theshareholders may take any action which they could properly take at a meetingwithout a meeting if a consent in writing, setting forth the action so taken,is signed by all of the shareholders entitled to vote with respect to thesubject matter thereof. Such consent shall have the same effect as a unanimousvote. Action taken by unanimous written consent of the shareholders iseffective when all consents are in possession of the corporation, unless theconsent specifies a later effective date.

 

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1.6           TelephoneMeetings.  Shareholders may participatein a meeting of shareholders by means of a conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other participant, and participation by such means shallconstitute presence in person at a meeting.

 

1.7           Listof Shareholders.  After fixing a recorddate for a shareholders’ meeting, the corporation shall prepare an alphabeticallist of the names of all shareholders on the record date who are entitled tonotice of the shareholders’ meeting. The list shall be arranged by votinggroup, and within each voting group by class or series of shares, and show theaddress of and number of shares held by each shareholder. A shareholder,shareholder’s agent, or a shareholder’s attorney may inspect the shareholders’list, beginning ten days prior to the shareholders’ meeting and continuingthrough the meeting, at the corporation’s principal office or at a place identifiedin the meeting notice in the city where the meeting will be held during regularbusiness hours and be at the shareholder’s expense. The shareholders’ listshall be kept open for inspection during such meeting or any adjournment.

 

1.8           Quorum.  The holders of a majority of the sharesentitled to vote at a meeting, present in person or by proxy, shall constitutea quorum of shareholders for the transaction of business and the act of amajority of the shares present in person or by proxy at a meeting at whichthere is a quorum, shall be the act of the corporation, except as otherwiseprovided herein, by law (including without limitation RCW 23B.08.730 relatingto transactions in which a director or an officer has a conflicting interest)or by the Articles of Incorporation. The shareholders present at a dulyorganized meeting may continue to transact business at such meeting and at anyadjournment of such meeting (unless a new record date is or must be set for theadjourned meeting), notwithstanding the withdrawal of enough shareholders fromeither meeting to leave less than a quorum.

 

1.9           AdjournedMeetings.  Whether for failure to obtaina quorum or otherwise, an adjournment or adjournments of any shareholders’meeting may be taken to such time and place as the majority of those presentmay determine without any other notice than announcement at such meeting beinggiven. Any meeting at which directors are to be elected shall be adjourned onlyfrom day to day until such directors are elected.

 

1.10         Proxies.  The holder of any proxy for a shareholdershall present evidence of his or her appointment by an instrument in writingsigned by the shareholder or by his or her duly authorized attorney-in-fact.Such proxy shall be filed with the Secretary of the corporation before or atthe time of the meeting. No proxy shall be valid after eleven (11) months fromthe date of its execution unless otherwise provided in the proxy. Revocation ofa shareholder’s proxy shall not be effective until written notice thereof hasactually been received by the secretary of the corporation.

 

1.11         DirectorNominations.  Nominations of candidatesfor election as directors at any meeting of shareholders may be made (a) by, orat the direction of, a majority of the Board of Directors or (b) by anyshareholder entitled to vote at such a meeting. Only persons nominated inaccordance with the procedures set forth in this Section 1.11 shall be eligiblefor election as directors at such a meeting.

 

Nominations, other than those made by, or at thedirection of, the Board of Directors, shall be made pursuant to timely noticein writing to the secretary of the corporation as set forth in this Section1.11. To be timely a shareholder’s notice shall be delivered to, or mailed andreceived at, the principal executive offices of the corporation not less thansixty (60) days nor more than ninety (90) days prior to the date of a scheduledshareholders’ meeting, regardless of postponements, deferrals, or adjournmentsof that meeting to a later date; provided, however, that if less than seventy(70) days’ notice or prior public disclosure of the scheduled date of such ameeting is given or made, notice by the shareholder to be timely must be sodelivered or received not later than the close of business on the tenth (10th)day following the earlier of the day on which such notice of the date of thescheduled meeting was mailed or the day on which such public disclosure wasmade. Such shareholder’s notice shall set forth (a) as to each person whom theshareholder proposes to nominate for election or re-election as a director andas to the shareholder giving the notice (i) the name, age, business address andresidence address of such person, (ii) the principal occupation or employmentof such person, (iii) the class and number of shares of stock of thecorporation which are beneficially owned by such person on the date of suchshareholder notice and (iv) any other information relating to such person thatis required to be disclosed in solicitations of proxies with respect tonominees for election as directors, pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended, including, but not limited to,information required to be disclosed by Item 4(b) and Item 6 of Schedule A ofRegulation 14A and information which would be required to be filed on ScheduleB of Regulation 14A with the Securities and Exchange Commission; and (b) as tothe shareholder giving the notice (i) the name and address, as they appear onthe corporation’s books, of such shareholder and any other shareholders knownby such shareholder to be supporting such nominees and (ii) the class andnumber of shares of stock of the corporation which

 

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are beneficially owned bysuch shareholder on the date of such shareholder notice and by any othershareholders known by such shareholder to be supporting such nominees on thedate of such shareholder notice. At the request of the Board of Directors, anyperson nominated by, or at the direction of, the Board for election as adirector at a meeting of the shareholders shall furnish to the secretary of thecorporation that information required to be set forth in a shareholder’s noticeof nomination which pertains to the nominee.

 

No person shall beelected as a director of the corporation unless nominated in accordance withthe procedures set forth in this Section 1.11. Ballots bearing the names of allthe persons who have been nominated for election as directors at a meeting ofthe shareholders in accordance with the procedures set forth in this Section1.11 shall be provided for use at the meeting.

 

The Board of Directors may reject any nomination by ashareholder not timely made in accordance with the requirements of this Section1.11. If the Board of Directors, or a designated committee thereof, determinesthat the information provided in a shareholder’s notice does not satisfy theinformational requirements of this Section 1.11 in any material respect, thesecretary of the corporation shall promptly notify such shareholder of thedeficiency in the notice. The shareholder shall have an opportunity to cure thedeficiency by providing additional information to the secretary within suchperiod of time, not to exceed five (5) days from the date such deficiencynotice is given to the shareholder, as the Board of Directors or such committeeshall reasonably determine. If the deficiency is not cured within such period,or if the Board of Directors or such committee reasonably determines that theadditional information provided by the shareholder, together with informationpreviously provided, does not satisfy the requirements of this Section 1.11 inany material respect, then the Board of Directors may reject such shareholder’snomination. The secretary of the corporation shall notify a shareholder inwriting whether his nomination has been made in accordance with the time andinformation requirements of this Section 1.11. Notwithstanding the procedureset forth in this paragraph, if neither the Board of Directors nor suchcommittee makes a determination as to the validity of any nominations by ashareholder, the presiding officer of the meeting of the shareholders shalldetermine and declare at the meeting whether a nomination was made inaccordance with the terms of this Section 1.11. If the presiding officerdetermines that a nomination was made in accordance with the terms of thisSection 1.11, he shall so declare at the meeting and ballots shall be providedfor use at the meeting with respect to such nominee. If the presiding officerdetermines that a nomination was not made in accordance with the terms of thisSection 1.11, he shall so declare at the meeting and the defective nominationshall be disregarded.

 

1.12         NewBusiness.  At an annual meeting ofshareholders, only such new business shall be conducted, and only suchproposals shall be acted upon as shall have been brought before the annualmeeting (a) by, or at the direction of, the Board of Directors or (b) by anyshareholder of the corporation who complies with the notice procedures set forthin this Section 1.12. For a proposal to be properly brought before an annualmeeting by a shareholder, the shareholder must have given timely notice thereofin writing to the secretary of the corporation. To be timely, a shareholder’snotice must be delivered to, or mailed and received at, the principal executiveoffices of the corporation not less than sixty (60) days nor more than ninety(90) days prior to the scheduled annual meeting, regardless of anypostponements, deferrals or adjournments of that meeting to a later date;provided, however, that, if less than seventy (70) days’ notice or prior publicdisclosure of the date of the scheduled annual meeting is given or made, noticeby the shareholder to be timely must be so delivered or received not later thanthe close of business on the tenth (10th) day following the earlier of the dateon which such notice of the date of the scheduled annual meeting was mailed orthe day on which such public disclosure was made. A shareholder’s notice to thesecretary shall set forth as to each matter the shareholder proposes to bringbefore the annual meeting (a) a brief description of the proposal desired to bebrought before the annual meeting and the reasons for conducting such businessat the annual meeting, (b) the name and address, as they appear on thecorporation’s books, of the shareholder proposing such business and any othershareholders known by such shareholder to be supporting such proposal, (c) theclass and number of shares of stock of the corporation which are beneficiallyowned by the shareholder on the date of such shareholder notice and by anyother shareholders known by such shareholder to be supporting such proposal onthe date of such shareholder notice, and (d) any financial interest of the shareholderin such proposal.

 

The Board of Directors may reject any shareholderproposal not timely made in accordance with the terms of this Section 1.12. Ifthe Board of Directors, or a designated committee thereof, determines that theinformation provided in a shareholder’s notice does not satisfy theinformational requirements of this Section 1.12 in any material respect, thesecretary of the corporation shall promptly notify such shareholder of thedeficiency in the notice. The shareholder shall have an opportunity to cure thedeficiency by providing additional information to the secretary within suchperiod of time, not to exceed five (5) days from the date such deficiencynotice is given to the shareholder, as the Board of Directors or such committeeshall reasonably determine. If the deficiency is not cured within such period,or if the Board of Directors or such committee determines that the additionalinformation provided by the shareholder, together with information previouslyprovided, does not satisfy the requirements of this

 

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Section 1.12 in anymaterial respect, then the Board of Directors may reject such shareholder’sproposal. The secretary of the corporation shall notify a shareholder inwriting whether his proposal has been made in accordance with the time andinformational requirements of this Section 1.12. Notwithstanding the procedureset forth in this paragraph, if neither the Board of Directors nor suchcommittee makes a determination as to the validity of any shareholder proposal,the presiding officer of the annual meeting shall determine and declare at theannual meeting whether the shareholder proposal was made in accordance with theterms of this Section 1.12. If the presiding officer determines that ashareholder proposal was made in accordance with the terms of this Section1.12, he shall so declare at the annual meeting and ballots shall be providedfor use at the meeting with respect to any such proposal. If the presidingofficer determines that a shareholder proposal was not made in accordance withthe terms of this Section 1.12, he shall so declare at the annual meeting andany such proposal shall not be acted upon at the annual meeting.

 

This provision shall not prevent the consideration andapproval or disapproval at the annual meeting of reports of officers, directorsand committees of the Board of Directors, but, in connection with such reports,no new business shall be acted upon at such annual meeting unless stated, filedand received as herein provided.

 

SECTION 2

 

BOARD OF DIRECTORS

 

2.1           Numberand Qualification.  All corporate powersshall be exercised by or under the authority of, and the business and affairsof the corporation shall be managed under the direction of, a Board ofDirectors, except as may be otherwise provided in these Bylaws, the Articles ofIncorporation or the Washington Business Corporation Act, as amended. The Boardof Directors shall be composed of not less than three nor more than twelvedirectors, the specific number to be set by resolution of the Board ofDirectors. The number of directors may be changed from time to time byamendment to these Bylaws, but no decrease in the number of directors shallhave the effect of shortening the term of any incumbent director. Directorsneed not be shareholders of the corporation or residents of the State ofWashington and need not meet any other qualifications.

 

2.2           Election—Termof Office.  The directors shall beelected by the shareholders at each annual shareholders’ meeting, to holdoffice until the next annual shareholders’ meeting and until their respectivesuccessors are elected and qualified unless removed in accordance with the lawsof Washington. In the event of failure to elect directors at any annualshareholders’ meeting, or in the event of failure to hold any annualshareholders’ meeting as provided by these Bylaws, directors may be elected ata special meeting of the shareholders called for that purpose.

 

2.3           Vacancies.  Except as otherwise provided by law,vacancies in the Board of Directors, whether caused by resignation, death,retirement, disqualification, removal or otherwise, may be filled for theremainder of the term by the affirmative vote of a majority of the remainingdirectors though less than a quorum of the Board of Directors, except thatdirectors elected to fill vacancies occurring through an increase in the numberof directors shall serve until the next election of directors by theshareholders.

 

2.4           Resignation.  Any director may resign at any time bydelivering written notice to the Board of Directors, its Chairman, thePresident, or the Secretary of the corporation. A resignation shall beeffective when the notice is delivered unless the notice specifies a latereffective date.

 

2.5           Removalof Directors.  At a meeting of theshareholders called expressly for that purpose, the entire Board of Directors,or any member thereof, may be removed, with or without cause, by a vote of theholders of a majority of shares then entitled to vote at an election of suchdirectors.

 

2.6           Quorumand Voting.  At any meeting of the Boardof Directors, the presence in person of a majority of the authorized number ofdirectors shall constitute a quorum for the transaction of business, and if aquorum is present, the act of a majority of the directors present at suchmeeting shall be the act of the Board of Directors and of this corporationexcept as may be otherwise specifically provided by statute (including withoutlimitation RCW 23B.08.730 relating to transactions in which a director or anofficer has a conflicting interest), by the Articles of Incorporation, or bythese Bylaws. Abstention from voting on a motion by a director present at ameeting at which there is a quorum shall be counted as a vote against themotion.

 

A director of the corporation who is present at ameeting of the Board of Directors at which action on any corporate matter istaken shall be presumed to have assented to the action taken unless:

 

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(a)  Thedirector objects at the beginning of the meeting, or promptly upon the director’sarrival, to holding it or transacting business at the meeting;

 

(b)  Thedirector’s dissent or abstention from the action taken is entered in theminutes of the meeting; or

 

(c)  Thedirector delivers written notice of the director’s dissent or abstention to thepresiding officer of the meeting before its adjournment or to the corporationwithin a reasonable time after adjournment of the meeting.

 

The right ofdissent or abstention is not available to a director who votes in favor of theaction taken.

 

2.7           AnnualMeeting.  The first meeting of each newlyelected Board of Directors shall be known as the annual meeting thereof, andshall be held immediately after the annual shareholders’ meeting or any specialshareholders’ meeting at which a Board of Directors is elected. Said meetingshall be held at the same place as such shareholders’ meeting unless some otherplace shall be specified by resolution of the shareholders or the Board ofDirectors.

 

2.8           RegularMeetings.  Regular meetings of the Boardof Directors shall be held at such place, day and hour as shall from time totime be fixed by resolution of the Board.

 

2.9           SpecialMeetings.  Special meetings of the Boardof Directors may be held at any place at any time whenever called by theChairman of the Board, the President, Vice President, Secretary or Treasurer,or any two or more directors.

 

2.10         Noticeof Meetings.  No notice of the annualmeeting of the Board of Directors shall be required. Notice of the time andplace of all meetings of the Board of Directors other than the annual meetingshall be given by the Secretary, or by the person calling the meeting, at leastseventy-two (72) hours, prior to the time of the meeting. Notice may betransmitted by: Mail, private carrier, or personal delivery, telegraph orteletype, or telephone, wire or wireless equipment which transmits a facsimileof the notice or otherwise. However, no notice of any regular meeting need bygiven, if the time and place thereof shall have been fixed by resolution of theBoard of Directors and a copy of such resolution mailed to every director atleast three (3) days before the first meeting held pursuant thereto. Notice ofany meeting of the Board of Directors may be waived in writing by any directorat any time, either before or after such meeting, and attendance at suchmeeting in person shall constitute a waiver of notice of the time, day, placeand purpose of such meeting except where a director attends for the expresspurpose of objecting to the transaction of any business because the meeting wasnot lawfully convened.

 

2.11         Directors’Action Without a Meeting.  The Board ofDirectors or a committee thereof may take any action which it could properlytake at a meeting without such a meeting if a unanimous consent in writingsetting forth the action so taken shall be signed by all the directors, or allof the members of the committee, as the case may be. Such consent shall havethe same effect as a unanimous vote.

 

2.12         Committeesof the Board.  The Board of Directors, byresolutions adopted by a majority of the entire Board of Directors, maydesignate from among its members an Executive Committee and one or more othercommittees. Each such committee may exercise the authority of the Board ofDirectors to the extent provided in such resolution and any subsequentresolutions pertaining thereto and adopted in like manner, provided that theauthority of each such committee shall be subject to the limitations set forthin RCW 23B.03.250 as now or hereafter amended. Such committees shall keepregular minutes of their proceedings and report to the Board of Directors whenrequested to do so.

 

2.13         TelephoneMeetings.  Members of the Board ofDirectors or any committee appointed by the Board of Directors may participatein a meeting of such Board or committee by means of a conference telephone orsimilar communications equipment by means of which all persons participating inthe meeting can hear each other participant and participation by such meansshall constitute presence in person at a meeting.

 

2.14         Compensation.  Directors as such shall receive nocompensation for their services except such fees for attending meetings or astated salary or such other consideration as may be authorized by a majority ofthe entire Board of Directors from time to time; provided, that this does notpreclude any director from serving the corporation in any other capacity andreceiving compensation therefor, nor does it preclude the Board of Directorsfrom authorizing the reimbursement of expenses incurred by directors inattending meetings of the Board of Directors or of any committee created by theBoard of Directors.

 

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SECTION 3

 

OFFICERS

 

3.1           OfficersEnumerated—Election.  The officers of thecorporation shall be a President, one or more Vice Presidents, one or moreScientific Directors, a Secretary and a Treasurer (together with one or moreAssistant Secretaries and Assistant Treasurers if such are desired by the Boardof Directors), all of whom shall be elected by the Board of Directors, to holdoffice at the pleasure of the Board of Directors.

 

3.2           Qualifications.  None of the officers of the corporation needbe a director. Any two or more corporate offices may be held by the sameperson.

 

3.3           TheChairman of the Board.  The Board ofDirectors may elect one of its members to the position of Chairman of the Boardto act as moderator of meetings of the Board of Directors and shareholders. Theposition of Chairman of the Board shall not be deemed to be an executive officeof the Corporation for any purpose.

 

3.4           ThePresident and Chief Executive Officer. The President and Chief Executive Officer shall exercise the usualexecutive powers pertaining to the office of President and shall be responsiblefor carrying out the plans and directives of the Board of Directors. In theabsence of a Chairman of the Board, the President shall preside at meetings ofthe Board of Directors and of the shareholders and perform such other duties asthe Board of Directors may from time to time designate.

 

3.5           TheVice President.  The Vice President shallact as President in the absence or disability of the President and shallperform such other duties as the directors may from time to time designate.

 

3.6           TheSecretary.  The Secretary, personally orwith the assistance of others, shall prepare and keep minutes of the directors’and shareholders’ meetings; authenticate all records of the corporation; attestall certificates of stock in the name of the corporation; keep the corporateseal, if any, and affix the same to certificates of stock and other properdocuments; keep a record of the issuance of certificates of stock and thetransfers of the same; and perform such other duties as the Board of Directorsmay from time to time designate.

 

3.7           TheTreasurer.  The Treasurer shall have thecare and custody, and be responsible for, all funds and securities of thecorporation, and shall cause to be kept regular books of the account. TheTreasurer shall cause to be deposited all funds and other valuable effects inthe name of the corporation in such depositories as may be designated by theBoard of Directors. In general, the Treasurer shall perform all of the dutiesincident to the office of Treasurer, and such other duties as from time to timemay be assigned by the Board of Directors.

 

3.8           Vacancies.  Vacancies in any office arising from anycause may be filled by the Board of Directors at any regular or specialmeeting.

 

3.9           Removal.  Any officer or agent may be removed by actionof the Board of Directors, but such removal shall be without prejudice to thecontract rights, if any, of the person so removed. Election or appointment ofan officer or agent shall not of itself create any contract rights.

 

3.10         OtherOfficers and Agents.  The Board ofDirectors may appoint such other officers and agents as it shall deem necessaryor expedient, who shall hold their office for such terms, and shall exercisesuch powers and perform such duties, as shall be determined from time to timeby the Board of Directors.

 

3.11         Compensation.  The compensation of all officers of thecorporation shall be fixed by the Board of Directors.

 

SECTION 4

 

SHARES ANDCERTIFICATES OF SHARES

 

4.1           ShareCertificates.  Share certificates shallbe issued in numerical order, and each shareholder shall be entitled to acertificate signed by the President or a Vice President, attested by theSecretary, or an Assistant Secretary, and sealed with the corporate seal, ifany. Facsimiles of the signatures and seal may be used, as permitted by law.Every share certificate shall state:

 

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(a)  The name ofthe corporation and that the corporation is organized under the laws of theState of Washington;

 

(b)  The name ofthe person to whom issued;

 

(c)  The number,class and series (if any) of shares which this certificate represents;

 

(d)  If thecorporation is authorized to issue shares of more than one class, that uponrequest and without charge, the corporation will furnish any shareholder with afull statement of the designations, preferences, limitations and relativerights of the shares of each class.

 

4.2           Considerationfor Shares.  Shares of this corporationmay be issued for such consideration as shall be authorized by the Board ofDirectors. The consideration for the issuance of shares may be paid in whole orin part in cash, promissory notes, services performed, contracts for servicesto be performed, or other tangible or intangible property. The reasonablecharges and expenses of organization or reorganization and the reasonableexpenses of and compensation for the sale or underwriting of its shares may bepaid or allowed by the corporation out of the consideration received by it inpayment for its shares without rendering the shares not fully paid orassessable.

 

4.3           Transfers.  Shares may be transferred by delivery of thecertificate, accompanied either by an assignment in writing on the back of thecertificate, or by a written power of attorney to sell, assign and transfer thesame, signed by the record holder of the certificate. Except as otherwisespecifically provided in these Bylaws, no shares of stock shall be transferredon the books of the corporation until the outstanding certificate therefor hasbeen surrendered to the corporation.

 

4.4           Lossor Destruction of Certificates.  In theevent of the loss or destruction of any certificate, a new certificate may beissued in lieu thereof upon satisfactory proof of such loss or destruction, andupon the giving of security against loss to the corporation by bond, indemnityor otherwise, to the extent deemed necessary by the Board of Directors or theSecretary or Treasurer.

 

4.5           FixingRecord Date.  For the purpose ofdetermining shareholders entitled to notice of or to vote at any meeting ofshareholders or any adjournment thereof, or entitled to receive payment of anydividend, the Board of Directors may fix in advance a date as the record datefor any such determination of shareholders, such date in any case to be notmore than seventy (70) days and, in case of a meeting of shareholders, not lessthan ten (10) (or in case of an amendment to the articles of incorporation, aplan of merger or share exchange, a proposed sale, lease, exchange, or otherdisposition of all or substantially all of the assets of the corporation otherthan in the usual or regular course of business, or the dissolution of thecorporation, twenty (20)) days prior to the date on which the particularaction, requiring such determination of shareholders, is to be taken. If norecord date is fixed for the determination of shareholders entitled to noticeof or to vote at a meeting of shareholders, or shareholders entitled to receivepayment of a dividend, the close of business on the day before the date onwhich notice of the meeting is mailed or the date on which the resolution ofthe Board of Directors declaring such dividend is adopted, as the case may be,shall be the record date for such determination of shareholders. When adetermination of shareholders entitled to vote at any meeting of shareholdershas been made as provided in this section, such determination shall apply toany adjournment thereof.

 

4.6           SharesWithout Certificates.  Notwithstandingany other provisions herein, the Board of Directors may authorize the issuanceof some or all of the shares of any or all of the corporation’s classes orseries without certificates.  Theauthorization does not affect shares already represented by certificates untilthey are surrendered to the corporation. Within a reasonable time after the issuance or transfer of shareswithout certificates, the corporation shall send the shareholder a completerecord containing the information required on certificates by applicableWashington law.

 

SECTION 5

 

BOOKS. RECORDS ANDREPORTS

 

5.1           Recordsof Corporate Meetings and Share Registers. The corporation shall keep complete records of all proceedings of theBoard of Directors and shareholders and shall keep at its registered office orprincipal place of business or at the office of its transfer agent orregistrar, a record of its shareholders, giving the names and addresses of allshareholders, the number and class of shares held by each and the dates theyacquired same.

 

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5.2           CorporateBooks and Records.  The corporation shallkeep a copy of the following records at its principal office: (a) the Articlesof Incorporation or Restated Articles of Incorporation and all amendments tothem currently in effect; (b) the Bylaws or Restated Bylaws, and all amendmentsto them currently in effect; (c) the minutes of all shareholders’ meetings, andrecords of all actions taken by shareholders without a meeting, for the pastthree (3) years; (d) its financial statements for the past three years (3),including balance sheets showing in reasonable detail the financial conditionof the corporation as of the close of each fiscal year, and an income statementshowing the results of its operations during each fiscal year prepared on astated basis explained therein; (e) all written communications to shareholdersgenerally within the past three (3) years; (f) a list of the names and businessaddresses of its current directors and officers; (g) its most recent annualreport delivered to the Secretary of State, and (h) such other records as maybe required under Washington law.

 

5.3           Copiesof Resolutions.  Any person dealing withthe corporation may rely upon a copy of any of the records of the proceedings,resolutions, or votes of the Board of Directors or shareholders, when certifiedby the President, Vice President, Secretary or Assistant Secretary.

 

5.4           Booksof Account.  The corporation shall keepappropriate and complete books of account.

 

5.5           Inspectionof Records by Shareholders.

 

(a)  Anyshareholder of the corporation may inspect and copy, during regular businesshours at the corporation’s principal office, any of the following records ofthe corporation provided the shareholder gives the corporation written noticeof the shareholder’s demand at least five (5) business days before the date onwhich the shareholder wishes to inspect and copy such records: (i) the Articlesor Restated Articles of Incorporation, and all amendments to them currently ineffect; (ii) the Bylaws or Restated Bylaws, and all amendments to themcurrently in effect (iii) the minutes of all shareholder meetings, and recordsof all action taken by shareholders without a meeting for the past three (3)years; (iv) the financial statements for the corporation as required to be keptby the corporation under Washington law for the past three (3) years; (v) allwritten communications to shareholders generally within the past three (3) years;(vi) a list of the names and business addresses of its current directors andofficers; and (vii) the corporation’s most recent annual report as delivered tothe Secretary of State.

 

(b)  Ashareholder of a corporation is entitled to inspect and copy, during regularbusiness hours at a reasonable location specified by the corporation, any ofthe following records of the corporation provided the shareholder gives thecorporation written notice of the shareholder’s demand at least five (5)business days before the date on which the shareholder wishes to inspect andcopy such records and the shareholder’s demand is made in good faith and for aproper purpose, the shareholder describes with reasonable particularity theshareholder’s purpose and the records the shareholder desires to inspect, andthe records are directly connected with the shareholder’s purpose: (i) Excerptsfrom minutes of any meeting of the Board of Directors, records of any action ofa committee of the Board of Directors while exercising the authority of theBoard of Directors, minutes of the shareholders, and records of action taken bythe shareholders or the Board of Directors without a meeting;(ii) Accounting records of the corporation; and (iii) The record ofshareholders.

 

SECTION 6

 

REGISTERED OFFICEAND REGISTERED AGENT

 

The registered office of the corporation shall belocated in the state of Washington at such place as may be fixed from time totime by the Board of Directors upon filing of such notices as may be requiredby law, and the registered agent shall have a business office identical withsuch registered office. Any change in the registered agent or registered officeshall be effective upon filing such change with the office of the Secretary ofState of the state of Washington.

 

SECTION 7

 

FISCAL YEAR

 

The fiscal year of the corporation shall be as setforth in Exhibit A which is attached hereto and incorporated herein by thisreference.

 

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SECTION 8

 

CORPORATE SEAL

 

The corporate seal of the corporation shall be in theform shown on Exhibit A.

 

SECTION 9

 

LOANS TO DIRECTORSAND OFFICERS

 

No loans shall be made by the corporation to itsofficers or directors unless first approved in the manner required by RCW23B.08.700 through .08.730 or other applicable law.

 

SECTION 10

 

MISCELLANEOUSPROCEDURAL PROVISIONS

 

The Board ofDirectors may adopt rules of procedure to govern any meetings of shareholdersor directors to the extent not inconsistent with law, the Corporation’sArticles of Incorporation, or these Bylaws, as they are in effect from time totime. In the absence of any rules of procedure adopted by the Board ofDirectors, the Chairman shall make all decisions regarding such procedure forany meeting.

 

SECTION 11

 

AMENDMENT OFBYLAWS

 

The Board of Directors is expressly authorized tomake, alter and repeal the Bylaws of the corporation, subject to the power ofthe shareholders of the corporation to change or repeal such Bylaws.

 

SECTION 12

 

INDEMNIFICATION OFDIRECTORS AND OFFICERS

 

12.1         Grantof Indemnification.  Subject to Section12.2, each person who was or is made a party or is threatened to be made aparty to or is involved (including, without limitation, as a witness) in anythreatened, pending, or completed action, suit or proceedings, whether civil,criminal, administrative or investigative, whether formal or informal(hereinafter a “proceeding”), by reason of the fact that he or she is or was adirector or officer of this corporation or who, while a director or officer ofthis corporation, is or was serving at the request of this corporation as adirector, officer, employee or agent of this or another corporation or of apartnership, joint venture, trust, other enterprise, or employee benefit plan,whether the basis of such proceeding is alleged action in an official capacityas a director or officer or in any other capacity while serving as a director,officer, employee or agent, shall be indemnified and held harmless by thiscorporation to the fullest extent permitted by applicable law, as then ineffect, against all expense, liability and loss (including attorneys’ fees,costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paidin settlement) reasonably incurred or suffered by such person in connectiontherewith, and such indemnification shall continue as to a person who hasceased to be a director or officer and shall inure to the benefit of his or herheirs, executors and administrators. Indemnification under this Section 12shall be conditioned on approval of such indemnification by the shareholders orthe Board of Directors, or a finding by independent legal counsel that suchindemnification is consistent with the Washington Business Corporation Act andthis Section 12, including but not limited to Section 12.2.

 

12.2         Limitationson Indemnification.  NotwithstandingSection 12.1, no indemnification shall be provided hereunder to any such personto the extent that such indemnification would be prohibited by the WashingtonBusiness Corporation Act or other applicable law as then in effect, nor, exceptas provided in Section 12.4 with respect to proceedings seeking to enforcerights to indemnification, shall this corporation indemnify any such personseeking indemnification in connection with a proceeding (or part thereof)initiated by such person except where such proceeding (or part thereof) wasauthorized by the Board of Directors of this corporation.

 

12.3         Advancementof Expenses.  The right toindemnification conferred in this Section 12 shall include the right to be paidby this corporation the expenses incurred in defending any such proceeding inadvance of its final disposition, except where the Board of Directors shallhave adopted a resolution expressly disapproving such advance of expenses;provided, however, that the payment of such expenses in advance of the finaldisposition of a

 

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proceeding shall be madeonly upon delivery to this corporation of an undertaking, by or on behalf ofsuch director or officer, to repay all amounts so advanced if it shallultimately be determined that such director or officer is not entitled to beindemnified under this Section or otherwise.

 

12.4         Rightto Enforce Indemnification.  If a claimunder Section 12.1 is not paid in full by this corporation within sixty (60)days after a written claim has been received by this corporation, or if a claimfor expenses incurred in defending a proceeding in advance of its finaldisposition authorized under Section 12.3 is not paid within twenty (20) daysafter a written claim has been received by this corporation, the claimant mayat any time thereafter bring suit against this corporation to recover theunpaid amount of the claim and, to the extent successful in whole or in part,the claimant shall be entitled to be paid also the expense of prosecuting suchclaim. It shall be a defense to any such action (other than an action withrespect to expenses authorized under Section 12.3) that the claimant has notmet the standards of conduct which make it permissible hereunder or under theWashington Business Corporation Act for this corporation to indemnify theclaimant for the amount claimed. Neither the failure of this corporation(including its Board of Directors, independent legal counsel, or itsshareholders) to have made a determination prior to the commencement of such actionthat indemnification of or reimbursement or advancement of expenses to theclaimant is proper in the circumstances because he or she has met theapplicable standard of conduct set forth herein or in the Washington BusinessCorporation Act nor (except as provided in section 12.3) an actualdetermination by this corporation (including its Board of Directors,independent legal counsel, or its shareholders) that the claimant is notentitled to indemnification or to the reimbursement or advancement of expensesshall be a defense to the action or create a presumption that the claimant isnot so entitled.

 

12.5         Nonexclusivity.  The right to indemnification and the paymentof expenses incurred in defending a proceeding in advance of its finaldisposition conferred in this Section 12 shall not be exclusive of any otherright which any person may have or hereafter acquire under any statute,provision of the Articles of Incorporation or the Bylaws, agreement, vote ofshareholders or disinterested directors or otherwise.

 

12.6         Indemnificationof Employees and Agents.  Thiscorporation may, by action of its Board of Directors from time to time, provideindemnification and pay expenses in advance of the final disposition of aproceeding to employees and agents of this corporation on the same terms andwith the same scope and effect as the provisions of this Section with respectto the indemnification and advancement of expenses of directors and officers ofthis corporation or pursuant to rights granted pursuant to, or provided by, theWashington Business Corporation Act or on such other terms as the Board maydeem proper.

 

12.7         Insuranceand Other Security.  This corporation maymaintain insurance, at its expense, to protect itself and any director,officer, employee or agent of this corporation or another corporation,partnership, joint venture, trust or other enterprise against any expense,liability or loss, whether or not this corporation would have the power toindemnify such person against such expense, liability or loss under theWashington Business Corporation Act. This corporation may enter into contractswith any director or officer of this corporation in furtherance of theprovisions of this Section and may create a trust fund, grant a securityinterest or use other means (including without limitation, a letter of credit)to ensure the payment of such amounts as may be necessary to effectindemnification as provided in this Section.

 

12.8         Amendmentor Modification.  This Section 12 may bealtered or amended as provided in Section 11 at any time, but no such amendmentshall have the effect of diminishing the rights of any person who is or was anofficer or director as to any acts or omissions taken or omitted to be takenprior to the effective date of such amendment.

 

12.9         Effectof Section.  The rights conferred by thisSection 12 shall be deemed to be contract rights between this corporation andeach person who is or was a director or officer. This corporation expresslyintends each such person to rely on the rights conferred hereby in performinghis or her respective duties on behalf of this corporation.

 

SECTION 13

 

REPRESENTATION OFSHARES OF OTHER CORPORATIONS

 

The President, or any Vice President, and theSecretary, or any Assistant Secretary, of the corporation are authorized tovote, represent and exercise on behalf of the corporation all rights incidentto any and all shares of other corporations standing in the name of thecorporation. Said authority may be exercised by such officers either in personor by proxy or power of attorney duly executed by any of said officers.

 

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****EXHIBITA****

 

****1.1           Date and time of annual meeting:  third Tuesday in May****

 

****7              Fiscal year:  December 31****

 

****8              Corporate Seal****

 

 

Date Bylaws Adopted: May23, 1984 Bylaws Amended: September 24, 1984 Bylaws Amended: December 3, 1986 Bylaws Amended: February 27, 1987 Bylaws Amended: April 1, 1987 Bylaws Amended: September 25, 1987 Bylaws Amended: February 11, 1988 Bylaws Amended: March 3, 1988 Bylaws Amended: April 22, 1988 Bylaws Amended: February 27, 1989 Bylaws Amended: August 2, 1990 Bylaws Amended: November 15, 1990 Bylaws Amended: December 16, 1991 Bylaws Amended: September 10, 1992 Bylaws Amended: July 7, 1993 Bylaws Amended: August 4, 1993 Bylaws Amended: November 5, 1993 Bylaws Amended: August 15, 1994Bylaws Amended: March 28, 2006

 

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