**Exhibit3.3**

 

**AMENDEDAND RESTATED BYLAWS**

 

**OF**

 

**METRO ONE TELECOMMUNICATIONS, INC.**

 

ARTICLE I

 

OFFICES

 

1.1 Principal Office. Theprincipal office of the corporation shall be located at 8405 S.W. NimbusAvenue, Beaverton, Oregon 97008. The corporation may have such other offices asthe Board of Directors may designate or as the business of the corporation mayfrom time to time require.

 

1.2 Registered Office.The registered office of the corporation required by the Oregon BusinessCorporation Act to be maintained in the State of Oregon may be, but need notbe, identical with the principal office in the State of Oregon, and the addressof the registered office may be changed from time to time by the Board ofDirectors.

 

ARTICLE II

 

SHAREHOLDERS

 

2.1 Annual Meeting. Theannual meeting of the shareholders shall be held during the month of May eachyear, unless a different date and time are fixed by the Board of Directors andstated in the notice of the meeting. The failure to hold an annual meeting atthe time stated herein shall not affect the validity of any corporate action.

 

2.2 Special Meetings.Special meetings of the shareholders maybe called by the President or by theBoard of Directors and shall be called by the President (or in the event ofabsence, incapacity, or refusal of the President, by the Secretary or any otherofficer) at the request of the holders of not less than one-tenth of all theoutstanding shares of the corporation entitled to vote at the meeting. Therequesting shareholders shall sign, date, and deliver to the Secretary awritten demand describing the purpose or purposes for holding the specialmeeting.

 

2.3 Place of Meetings.Meetings of the shareholders shall be

 

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held at the principalbusiness office of the corporation or at such other place, within or withoutthe State of Oregon, as may be determined by the Board of Directors.

 

2.4 Notice of Meetings.Written notice stating the date, time, and place of the meeting and, in thecase of a special meeting, the purpose or purposes for which the meeting iscalled shall be mailed to each shareholder entitled to vote at the meeting atthe shareholder’s address shown in the corporation’s current record ofshareholders, with postage thereon prepaid, not less than 10 nor more than 60days before the date of the meeting.

 

2.5 Waiver of Notice. Ashareholder may at any time waive any notice required by law, the Articles ofIncorporation, or these Restated Bylaws. The waiver must be in writing, besigned by the shareholder entitled to the notice, and be delivered to thecorporation for inclusion in the minutes for filing with the corporate records.A shareholder’s attendance at a meeting waives objection to lack of notice ordefective notice of the meeting, unless the shareholder at the beginning of themeeting objects to holding the meeting or transacting business at the meeting.The shareholder’s attendance also waives objection to consideration of aparticular matter at the meeting that is not within the purpose or purposesdescribed in the meeting notice, unless the shareholder objects to consideringthe matter when it is presented.

 

2.6 Record Date

 

(a) For the purpose ofdetermining shareholders entitled to notice of a shareholders’ meeting, todemand a special meeting, or to vote or to take any other action, the Board ofDirectors may fix a future date as the record date for any such determinationof shareholders, such date in any case to be not more than 70 days before themeeting or action requiring a determination of shareholders. The record dateshall be the same for all voting groups.

 

(b) A determination ofshareholders entitled to notice of or to vote at a shareholders’ meeting iseffective for any adjournment of the meeting unless the Board of Directorsfixes a new record date, which it must do if the meeting is adjourned to a datemore than 120 days after the date fixed for the original meeting.

 

(c) If a court orders ameeting adjourned to a date more than 120 days after the date fixed for theoriginal meeting, it may provide that the original record date continue ineffect or it may fix a new record date.

 

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2.7 Shareholders’ Listfor Meeting. After the record date for a shareholders’ meeting is fixed by theBoard of Directors, the Secretary of the corporation shall prepare analphabetical list of the names of all its shareholders entitled to notice ofthe shareholders’ meeting. The list must be arranged by voting group and withineach voting group by class or series of shares and show the address of andnumber of shares held by each shareholder. The shareholders’ list must beavailable for inspection by any shareholder, beginning two business days afternotice of the meeting is given for which the list was prepared and continuingthrough the meeting, at the corporation’s principal office or at a placeidentified in the meeting notice in the city where the meeting will be held.The corporation shall make the shareholders’ list available at the meeting, andany shareholder or the shareholder’s agent or attorney is entitled to inspectthe list at any time during the meeting or any adjournment. Refusal or failureto prepare or make available the shareholders’ list does not affect thevalidity of action taken at the meeting.

 

2.8 Quorum; Adjournment.Shares entitled to vote as a separate voting group may take action on a matterat a meeting only if a quorum of those shares exists with respect to thatmatter. A majority of the votes entitled to be cast on the matter by the votinggroup constitutes a quorum of that voting group for action in that matter. Amajority of shares represented at the meeting, although less than a quorum, mayadjourn the meeting from time to time to a different time and place withoutfurther notice to any shareholder of any adjournment. At such adjourned meetingat which a quorum is present, any business may be transacted that might havebeen transacted at the meeting originally held. Once a share is represented forany purpose at a meeting, it shall be deemed present for quorum purposes forthe remainder of the meeting and for any adjournment of that meeting, unless anew record date is set for the adjourned meeting.

 

2.9 Voting Requirements;Action Without Meeting. Unless otherwise provided in the Articles ofIncorporation, each outstanding share entitled to vote shall be entitled to onevote upon each matter submitted to a vote at a meeting of shareholders. If aquorum exists, action on a matter, other than the election of directors, isapproved if the votes cast by the shares entitled to vote favoring the actionexceed the votes cast opposing the action, unless a greater number ofaffirmative votes is required by law or the Articles of Incorporation. If aquorum exists, directors are elected by a plurality of the votes cast by theshares entitled to vote unless otherwise provided in the Articles ofIncorporation. No cumulative voting for directors shall be permitted unless theArticles of Incorporation so provide. Action required or permitted bylaw to betaken at a shareholders’ meeting may be taken without a meeting if the

 

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action is taken by allthe shareholders entitled to vote on the action. The action must be evidencedby one or more written consents describing the action taken, signed by all theshareholders entitled to vote on the action and delivered to the corporationfor inclusion in the minutes for filing with the corporate records. Actiontaken under this section is effective when the last shareholder signs theconsent, unless the consent specifies an earlier or later effective date. Ifthe law requires that notice of proposed action be given to nonvotingshareholders and the action is to be taken by unanimous consent of the votingshareholders, the corporation must give its nonvoting shareholders writtennotice of the proposed action at least 10 days before the action is taken. Thenotice must contain or be accompanied by the same material that, under theOregon Business Corporation Act, would have been required to be sent tononvoting shareholders in a notice of meeting at which the proposed actionwould have been submitted to the shareholders for action.

 

2.10 Proxies.

 

(a) A shareholder mayvote shares in person or by proxy by signing an appointment, either personallyor by the shareholder’s attorney-in-fact. An appointment of a proxy shall beeffective when received by the Secretary or other officer of the corporationauthorized to tabulate votes. An appointment is valid for 11 months unless alonger period is provided in the appointment form. An appointment is revocableby the shareholder unless the appointment form conspicuously states that it isirrevocable and the appointment is coupled with an interest that has not beenextinguished.

 

(b) The death or incapacityof a shareholder appointing a proxy shall not affect the right of thecorporation to accept the proxy’s authority unless notice of the death orincapacity is received by the Secretary or other officer authorized to tabulatevotes before the proxy exercises the proxy’s authority under the appointment.

 

2.11 Corporation’sAcceptance of Votes.

 

(a) If the name signed ona vote, consent, waiver, or proxy appointment corresponds to the name of ashareholder, the corporation, if acting in good faith, is entitled to acceptthe vote, consent, waiver, or proxy appointment and give it effect as the actof the shareholder.

 

(b) If the name signed ona vote, consent, waiver, or proxy appointment does not correspond to the nameof a shareholder, the corporation, if acting in good faith, is neverthelessentitled to accept the vote, consent, waiver, or proxy appointment and give iteffect as the act of the

 

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shareholder if:

 

(i) The shareholder is anentity and the name signed purports to be that of an officer or agent of theentity;

 

(ii) The name signedpurports to be that of an administrator, executor, guardian, or conservatorrepresenting the shareholder and, if the corporation requests, evidence offiduciary status acceptable to the corporation has been presented with respectto the vote, consent, waiver, or proxy appointment;

 

(iii) The name signedpurports to be that of a receiver or trustee in bankruptcy of the shareholderand, if the corporation requests, evidence of this status acceptable to thecorporation has been presented with respect to the vote, consent, waiver, orproxy appointment;

 

(iv) The name signedpurports to be that of a pledgee, beneficial owner, or attorney-in-fact of theshareholder and, if the corporation requests, evidence acceptable to thecorporation of the signatory’s authority to sign for the shareholder has beenpresented with respect to the vote, consent, waiver, or proxy appointment; or

 

(v) Two or more personsare the shareholder as co-tenants or fiduciaries and the name signed purportsto be the name of atleast one of the co-owners and the person signing appearsto be acting on behalf of all co-owners.

 

(c) The corporation isentitled to reject a vote, consent, waiver, or proxy appointment if theSecretary or other officer or agent authorized to tabulate votes, acting ingood faith, has reasonable basis for doubt about the validity of the signatureon it or about the signatory’s authority to sign for the shareholder.

 

(d) The shares of acorporation are not entitled to vote if they are owned, directly or indirectly,by a second corporation, and the first corporation owns, directly orindirectly, a majority of the shares entitled to vote for directors of thesecond corporation; provided, however, a corporation may vote any shares,including its own shares, held by it in a fiduciary capacity.

 

(e) The corporation andits officer or agent who accepts or rejects a vote, consent, waiver, or proxyappointment in good faith and in accordance with the standards of thisprovision shall not be liable in

 

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damages to theshareholder for the consequences of the acceptance or rejection. Corporateaction based on the acceptance or rejection of a vote, consent, waiver, orproxy appointment under this provision is valid unless a court of competentjurisdiction determines otherwise.

 

2.12 Notice of Businessto be Conducted at Meeting. At an annual meeting of the shareholders, only suchbusiness shall be conducted as shall have been properly brought before themeeting. To be properly brought before an annual meeting, business must be (a)specified in the notice of meeting (or any supplement thereto) given by or atthe direction of the Board of Directors, (b)otherwise properly brought beforethe meeting by or at the direction of the Board of Directors, or (c) otherwiseproperly brought before an annual meeting by a shareholder.

 

For business to beproperly brought before an annual meeting by a shareholder, the shareholdermust have given timely notice thereof in writing to the Secretary of thecorporation. To be timely, a shareholder’s notice must be delivered to ormailed and received at the principal executive offices of the corporation notless than 60 days nor more than 90 days prior to the meeting; provided,however, that in the event that less than 60 days’ notice or prior publicdisclosure of the date of the meeting is given or made to shareholders, noticeby the shareholder to be timely must be so received not later than the close ofbusiness on the 10th day following the day on which such notice of the date ofthe annual meeting was mailed or such public disclosure was made.

 

A shareholder’s notice tothe Secretary shall set forth as to each matter the shareholder proposes tobring before the annual meeting (a) a brief description of the business desiredto be brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting, (b) the name and address, as they appear on thecorporation’s books, of the shareholder proposing such business, (c) the classand number of shares of stock of the corporation which are beneficially ownedby the shareholder, and (d) any material interest of the shareholder in suchbusiness. Notwithstanding anything in the Bylaws to the contrary, no businessshall be conducted at any annual meeting except in accordance with theprocedures set forth in this Section 2.12.

 

The Chairman of theannual meeting shall, if the facts warrant, determine and declare to themeeting that business was not properly brought before the meeting and inaccordance with the provisions of this Section 2.12 and if the Chairmanshould so determine, the Chairman shall so declare to the meeting and any suchbusiness not properly brought before the meeting shall not be transacted.

 

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ARTICLE III

 

BOARD OF DIRECTORS

 

3.1 Duties. All corporatepowers shall be exercised by or under the authority of the Board of Directorsand the business and affairs of the corporation shall be managed by or underthe direction of the Board of Directors.

 

3.2 Number andQualification. As set forth in the Restated Articles of Incorporation, thenumber of directors of the corporation shall be not less than three nor morethan seven, and within such limits, the exact number shall be fixed andincreased or decreased from time to time by resolution of the Board ofDirectors. At such time as the Board of Directors fixes the number of directorsat six or more, the directors shall be divided into three classes designatedClass I, Class II and Class III, each class to be as nearly equal in number aspossible. At the first annual meeting of shareholders following the designationof six or more directors (the “First Meeting”),directors of all three classesshall be elected. The term of office of the Class I directors shall expire atthe annual meeting of shareholders held in the first calendar year followingthe calendar year in which the First Meeting is held. The term of office of theClass II directors shall expire at the annual meeting of shareholders held inthe second calendar year following the calendar year in which the First Meetingis held. The term of office of the Class III directors shall expire at the annualmeeting of shareholders held in the third calendar year following the calendaryear in which the First Meeting is held. At each annual meeting of shareholdersafter the First Meeting, each class of director selected to succeed thosedirectors whose terms expire shall be elected to serve for three-year terms anduntil their successors are elected and qualified, so that the term of one classof directors will expire each year. When the number of directors is changedwithin the limits provided herein, any newly created directorships, or anydecrease in directorships, shall be so apportioned among the classes as to makeall classes as nearly equal as possible, provided that no decrease in thenumber of directors constituting the Board of Directors shall shorten the termof any incumbent directors. Directors need not be residents of the State ofOregon or shareholders of the corporation.

 

3.3 Chairman of the Boardof Directors. The directors may elect a director to serve as Chairman of theBoard of Directors to preside at all meetings of the Board of Directors and tofulfill any other responsibilities delegated by the Board of Directors.

 

3.4 Regular Meetings. Aregular meeting of the Board of

 

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Directors shall be heldwithout other notice than this Section 3.4 immediately after, and at thesame place as, the annual meeting of shareholders. The Board of Directors mayprovide, by resolution, the time and place, either within or without the Stateof Oregon, for the holding of additional regular meetings without other noticethan the resolution.

 

3.5 Special Meetings.Special meetings of the Board of Directors may be called by or at the requestof the President or any director. The person or persons authorized to callspecial meetings of the Board of Directors may fix any place, either within orwithout the State of Oregon, as the place for holding any special meeting ofthe Board of Directors called by them.

 

3.6 Notice. Notice of thedate, time, and place of any special meeting of the Board of Directors shall begiven at least three days prior to the meeting by any means provided by law. Ifmailed, notice shall be deemed to be given upon deposit in the United Statesmail addressed to the director at the director’s business address, with postagethereon prepaid. If by telegram, notice shall be deemed to be given when thetelegram is delivered to the telegraph company. Notice by all other means shallbe deemed to be given when received by the director or a person at thedirector’s business or residential address whom the person giving noticereasonably believes will deliver or report the notice to the director within 24hours. The attendance of a director at a meeting shall constitute a waiver ofnotice of such meeting, except where a director attends a meeting for theexpress purpose of objecting to the transaction of any business because themeeting is not lawfully called or convened. Neither the business to betransacted at, nor the purpose of, any regular or special meeting of the Boardof Directors need be specified in the notice or waiver of notice of suchmeeting.

 

3.7 Waiver of Notice. Adirector may at any time waive any notice required by law, the Articles ofIncorporation, or these Restated Bylaws. Unless a director attends orparticipates in a meeting, a waiver must be in writing, must be signed by thedirector entitled to notice, must specify the meeting for which notice iswaived, and must be filed with the minutes or corporate records.

 

3.8 Quorum. A majority ofthe number of directors fixed by Section 3.2 shall constitute a quorum forthe transaction of business at any meeting of the Board of Directors.

 

3.9 Manner of Acting.

 

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(a) The act of themajority of the directors present at a meeting at which a quorum is presentshall be the act of the Board of Directors, unless a different number isprovided by law, the Articles of Incorporation, or these Restated Bylaws.

 

(b) Members of the Boardof Directors may hold aboard meeting by conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other. Participation in such a meeting shall constitutepresence in person at the meeting.

 

(c) Any action that isrequired or permitted to be taken by the directors at a meeting may be takenwithout a meeting if a consent in writing setting forth the action so takenshall be signed by all of the directors. The action shall be effective on thedate when the last signature is placed on the consent or at such earlier orlater time as is set forth therein. Such consent, which shall have the sameeffect as a unanimous vote of the directors, shall be filed with the minutes ofthe corporation.

 

3.10 Vacancies. Any vacancy,including a vacancy resulting from an increase in the number of directors,occurring on the Board of Directors may be filled by the shareholders, theBoard of Directors, or the affirmative vote of a majority of the remainingdirectors if less than a quorum of the Board of Directors, or by a soleremaining director. If the vacant office is filled by the shareholders and washeld by a director elected by a voting group of shareholders, then only theholders of shares of that voting group are entitled to vote to fill thevacancy. Any directorship not so filled by the directors shall be filled byelection at an annual meeting or at a special meeting of shareholders calledfor that purpose. A director elected to fill a vacancy shall be elected toserve until the next annual meeting of shareholders and until a successor shallbe duly elected and qualified. A vacancy that will occur at a specific laterdate, by reason of a resignation or otherwise, may be filled before the vacancyoccurs, and the new director shall take office when the vacancy occurs.

 

3.11 Compensation. Byresolution of the Board of Directors, the directors may be paid their expenses,if any, of attendance at each meeting of the Board of Directors and may be paida fixed sum for attendance at each meeting of the Board of Directors or astated salary as director. No such payment shall preclude any director fromserving the corporation in any other capacity and receiving compensationtherefor.

 

3.12 Presumption ofAssent. A director of the corporation who

 

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is present at a meetingof the Board of Directors or a committee of the Board of Directors shall bepresumed to have assented to the action taken (a) unless the director’s dissentto the action is entered in the minutes of the meeting, (b)unless a writtendissent to the action is filed with the person acting as the secretary of themeeting before the adjournment thereof or forwarded by certified or registeredmail to the Secretary of the corporation immediately after the adjournment ofthe meeting or (c) unless the director objects at the meeting to the holding ofthe meeting or transacting business at the meeting. The right to dissent shallnot apply to a director who voted in favor of the action.

 

3.13 Director Conflict ofInterest.

 

(a) A transaction inwhich a director of the corporation has a direct or indirect interest shall bevalid notwithstanding the director’s interest in the transaction if thematerial facts of the transaction and the director’s interest are disclosed orknown to the Board of Directors or a committee thereof and it authorizes,approves, or ratifies the transaction by a vote or consent sufficient for thepurpose without counting the votes or consents of directors with a direct orindirect interest in the transaction; or the material facts of the transactionand the director’s interest are disclosed or known to shareholders entitled tovote and they, voting as a single group, authorize, approve, or ratify thetransaction by a majority vote; or the transaction is fair to the corporation.

 

(b) A conflict ofinterest transaction may be authorized, approved, or ratified if it receivesthe affirmative vote of a majority of directors on the Board of Directors or acommittee thereof who have no direct or indirect interest in the transaction.If a majority of such directors vote to authorize, approve, or ratify thetransaction, a quorum is present for the purpose of taking action.

 

(c) A conflict ofinterest transaction may be authorized, approved, or ratified by a majorityvote of shareholders entitled to vote thereon. Shares owned by or voted underthe control of a director or an entity controlled by a director who has adirect or indirect interest in the transaction are entitled to vote withrespect to a conflict of interest transaction. A majority of the shares,whether or not present, that are entitled to be counted in a vote on thetransaction constitutes a quorum for the purpose of authorizing, approving, orratifying the transactions.

 

(d) A director has anindirect interest in a transaction if (i) another entity in which the directorhas a material financial

 

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interest or in which thedirector is a general partner is a party to the transaction or (ii) anotherentity of which the director is a director, officer, or trustee is a party tothe transaction and the transaction is or should be considered by the Board ofDirectors.

 

3.14 Removal. All or anynumber of the directors of the corporation may be removed only for cause and ata meeting of shareholders called expressly for that purpose, by the vote of 75percent of the votes then entitled to be cast for the election of directors. Atany meeting of shareholders at which one or more directors are removed, amajority of votes then entitled to be cast for the election of directors mayfill any vacancy created by such removal. If any vacancy created by removal ofa director is not filled by the shareholders at the meeting at which theremoval is effected, such vacancy may be filled by a majority vote of theremaining directors.

 

3.15 Resignation. Anydirector may resign by delivering written notice to the Board of Directors, itschairperson, or the corporation. Such resignation shall be effective at theearliest of the following, unless the notice specifies a later effective date,(a) on receipt, (b) five days after its deposit in the United States mails, ifmailed postpaid and correctly addressed, or (c) on the date shown on the returnreceipt, if sent by registered or certified mail, return receipt requested, andthe receipt is signed by addressee. Once delivered, a notice of resignation isirrevocable unless revocation is permitted by the Board of Directors.

 

3.16 Nominations for Electionto Board of Directors. Only persons who are nominated in accordance with theprocedures set forth in this Section 3.16 shall be eligible for electionas directors. Nominations of persons for election to the Board of Directors maybe made at a meeting of shareholders by or at the direction of the Board ofDirectors or by any shareholder of the corporation entitled to vote for theelection of directors at the meeting who complies with the notice proceduresset forth in this Section 3.16.

 

Such nominations, otherthan those made by or at the direction of the Board of Directors shall be madepursuant to timely notice in writing to the Secretary of the corporation. To betimely, a shareholder’s notice shall be delivered to or mailed and received atthe principal executive offices of the corporation not less than 60 days normore than 90 days prior to the meeting; provided, however, that in the eventthat less than 60 days’ notice or prior public disclosure of the date of themeeting is given or made to shareholders, notice by the shareholder to betimely must be so received not later than the close of business on the 10th dayfollowing the day on which such notice of the date of the meeting was mailed orsuch public disclosure was made.

 

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Such shareholder’s noticeshall set forth (a) as to each person whom the shareholder proposes to nominatefor election or re-election as a director,(i) the name, age, business addressand residence address of such person, (ii)the principal occupation oremployment of such person, (iii) the class and number of shares of stock of thecorporation which are beneficially owned by such person, and (iv) any otherinformation relating to such person that is required to be disclosed insolicitations of proxies for election of directors, or is otherwise required,in each case pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (including, without limitation, such person’s written consentto being named in the proxy statement as a nominee and to serving as a directorif elected); and (b) as to the shareholder giving the notice, (i) the name andaddress, as they appear on the corporation’s books, of such shareholder, and(ii) the class and number of shares of stock of the corporation which arebeneficially owned by such shareholder.

 

At the request of theBoard of Directors, any person nominated by the Board of Directors for electionas a director shall furnish to the Secretary of the corporation that informationrequired to be set forth in a shareholder’s notice of nomination which pertainsto the nominee.

 

No person shall beeligible for election as a director of the corporation unless nominated inaccordance with the procedures set forth in this Section 3.16. TheChairman of the meeting shall, if the facts warrant, determine and declare tothe meeting that a nomination was not made in accordance with the proceduresprescribed by these Restated Bylaws, and if the Chairman should so determine,the Chairman shall so declare to the meeting and the defective nomination shallbe disregarded.

 

ARTICLE IV

 

EXECUTIVECOMMITTEE AND OTHER COMMITTEES

 

4.1 Designation ofExecutive Committee. The Board of Directors may designate two or more directorsto constitute an executive committee. The designation of an executivecommittee, and the delegation of authority to it, shall not operate to relievethe Board of Directors, or any member thereof, of any responsibility imposed bylaw. No member of the executive committee shall continue to be a member thereofafter ceasing to be a director of the corporation. The Board of Directors shallhave the power at any time to increase or decrease the number of members of theexecutive committee, to fill vacancies thereon, to change any member thereof,and to change the functions or terminate the existence thereof. The creation ofthe executive committee and the

 

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appointment of members toit shall be approved by a majority of the directors in office when the actionis taken, unless a greater number is required by the Articles of Incorporationor these Restated Bylaws.

 

4.2 Powers of ExecutiveCommittee. During the interval between meetings of the Board of Directors, andsubject to such limitations as may be imposed by resolution of the Board ofDirectors, the executive committee may have and may exercise all the authorityof the Board of Directors in the management of the corporation, provided thatthe committee shall not have the authority of the Board of Directors withrespect to the following matters: authorizing distributions; approving orproposing to the shareholders actions that are required to be approved by theshareholders under the Articles of Incorporation or these Restated Bylaws or bylaw; filling vacancies on the Board of Directors or any committee thereof;amending the Articles of Incorporation; adopting, amending, or repealingbylaws; approving a plan of merger not requiring shareholder approval;authorizing or approving a reacquisition of shares, except according to aformula or method prescribed by the Board of Directors; authorizing orapproving the issuance or sale or contract for sale of shares or determiningthe designation and relative rights, preferences, and limitations of a class orseries of shares except within limits specifically prescribed by the Board ofDirectors.

 

4.3 Procedures; Meetings;Quorum.

 

(a) The Board ofDirectors shall appoint a chairperson from among the members of the executivecommittee and shall appoint a secretary who may, but need not, be a member ofthe executive committee. The chairperson shall preside at all meetings of theexecutive committee and the secretary of the executive committee shall keep arecord of its acts and proceedings, which shall be filed with the minutes ofthe corporation.

 

(b) Regular meetings ofthe executive committee, of which no notice shall be necessary, shall be heldon such days and at such places as shall be fixed by resolution adopted by theexecutive committee. Special meetings of the executive committee shall becalled at the request of the President or of any member of the executivecommittee, and shall be held upon such notice as is required by these RestatedBylaws for special meetings of the Board of Directors.

 

(c) Attendance of anymember of the executive committee at a meeting shall constitute a waiver ofnotice of the meeting. A majority of the executive committee, from time totime, shall be necessary to constitute a quorum for the transaction of any business,and the act of a

 

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majority of the memberspresent at a meeting at which a quorum is present shall be the act of theexecutive committee. Members of the executive committee may hold a meeting ofsuch committee by conference telephone or similar communications equipment bymeans of which all persons participating in the meeting can hear each other,and participation in such meeting shall constitute presence in person at themeeting.

 

(d) Any action that isrequired or permitted to be taken at a meeting of the executive committee maybe taken without a meeting if a consent in writing setting forth the action sotaken shall be signed by all members of the executive committee. The actionshall be effective on the date when the last signature is placed on the consentor at such earlier or later time as is set forth therein. Such consent, whichshall have the same effect as a unanimous vote of the members of the executivecommittee, shall be filed with the minutes of the corporation.

 

(e) The Board ofDirectors may approve a reasonable fee for the members of the executivecommittee as compensation for attendance at meetings of the executivecommittee.

 

4.4 Other Committees. Bythe approval of a majority of the directors when the action is taken (unless agreater number is required by the Articles of Incorporation), the Board ofDirectors, by resolution, may create one or more additional committees, appointdirectors to serve on them, and define the duties of such committee orcommittees. Each such committee shall have two or more members, who shall serveat the pleasure of the Board of Directors. Such additional committee orcommittees shall not have the powers proscribed in Section 4.2.

 

ARTICLE V

 

OFFICERS

 

5.1 Number. The officersof the corporation shall be a President and a Secretary. Such other officersand assistant officers as are deemed necessary or desirable may be appointed bythe Board of Directors and shall have such powers and duties prescribed by theBoard of Directors or the officer authorized by the Board of Directors toprescribe the duties of other officers. A duly appointed officer may appointone or more officers or assistant officers if such appointment is authorized bythe Board of Directors. Any two or more offices may be held by the same person.

 

5.2 Appointment and Termof Office. The officers of the

 

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corporation shall beappointed annually by the Board of Directors at the first meeting of the Boardof Directors held after the annual meeting of the shareholders. If the officersshall not be appointed at the meeting, a meeting shall be held as soonthereafter as is convenient for such appointment of officers. Each officershall hold office until a successor shall have been duly appointed andqualified or until the officer’s death, resignation, or removal.

 

5.3 Qualification. Anofficer need not be a director, shareholder, or a resident of the State ofOregon.

 

5.4 Resignation andRemoval. An officer may resign at any time by delivering notice of suchresignation to the corporation. A resignation is effective on receipt unlessthe notice specifies a later effective date. If the corporation accepts aspecified later effective date, the Board of Directors may fill the pendingvacancy before the effective date, but the successor may not take office untilthe effective date. Once delivered, a notice of resignation is irrevocableunless revocation is permitted by the Board of Directors. Any officer appointedby the Board of Directors may be removed at any time with or without cause.Appointment of an officer shall not of itself create contract rights. Removalor resignation of an officer shall not affect the contract rights, if any, ofthe corporation or the officer.

 

5.5 Vacancies. A vacancyin any office because of death, resignation, removal, disqualification, orotherwise may be filled by the Board of Directors for the unexpired portion ofthe term.

 

5.6 President. ThePresident shall be the chief executive officer of the corporation and shall bein general charge of its business and affairs, subject to the control of theBoard of Directors. The President shall preside at all meetings of shareholdersand at all meetings of directors (unless there is an acting Chairman of theBoard presiding at the meeting). The President may execute on behalf of thecorporation all contracts, agreements, stock certificates, and otherinstruments. The President shall from time to time report to the Board of Directorsall matters within the President’s knowledge affecting the corporation thatshould be brought to the attention of the Board of Directors. The Presidentshall vote all shares of stock in other corporations owned by the corporationand is empowered to execute proxies, waivers of notice, consents, and otherinstruments in the name of the corporation with respect to such stock. ThePresident shall perform other duties assigned by the Board of Directors.

 

5.7 Vice Presidents. Inthe absence of the President or in the event of the President’s death orinability or refusal to act, the Vice

 

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President (or, in theevent there be more than one Vice President, the Vice Presidents in the orderdesignated at the time of their election, or in the absence of any designation,then in the order of their election), if any, shall perform the duties of thePresident and, when so acting, shall have all the powers of and be subject toall the restrictions upon the President. Any Vice President shall perform otherduties assigned by the President or by the Board of Directors.

 

5.8 Secretary. TheSecretary shall prepare the minutes of all meetings of the directors andshareholders, shall have custody of the minute books and other recordspertaining to the corporate business, and shall be responsible forauthenticating the records of the corporation. The Secretary shall countersignall instruments requiring the seal of the corporation and shall perform otherduties assigned by the Board of Directors. In the event no Vice Presidentexists to succeed to the President under the circumstances set forth inSection 5.7 above, the Secretary shall make such succession.

 

5.9 AssistantSecretaries. The Assistant Secretaries, when authorized by the Board ofDirectors or these Restated Bylaws, may sign, with the President or VicePresident, certificates for shares of the corporation the issuance of whichshall have been authorized by resolution of the Board of Directors. TheAssistant Secretaries shall, if required by the Board of Directors, give bondsfor the faithful discharge of their duties in such sums and with such suretiesas the Board of Directors shall determine. The Assistant Secretaries shall, ingeneral, perform such duties as shall be specifically assigned to them inwriting by the President or the Board of Directors.

 

5.10 Salaries. Thesalaries of the officers shall be fixed from time to time by the Board ofDirectors, and no officer shall be prevented from receiving such salary becausethe officer is also a director of the corporation.

 

ARTICLE VI

 

ISSUANCE OF SHARES

 

6.1 Certificates forShares.

 

(a) Certificatesrepresenting shares of the corporation shall be in a form determined by theBoard of Directors. Such certificates shall be signed, either manually or infacsimile, by two officers of the corporation, at least one of whom shall bethe President or a Vice President, and may be sealed with the seal of thecorporation or a facsimile

 

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thereof. All certificatesfor shares shall be consecutively numbered or otherwise identified.

 

(b) Every certificate forshares of stock that are subject to any restriction on transfer pursuant to theArticles of Incorporation, these Restated Bylaws, applicable securities laws,agreements among or between shareholders, or any agreement to which thecorporation is a party shall have conspicuously noted on the face or back ofthe certificate either (i) the full text of the restriction or (ii) a statementof the existence of such restriction and that the corporation retains a copy ofthe restriction. Every certificate issued when the corporation is authorized toissue more than one class or series of stock shall set forth on its face orback either (i) the full text of the designations, relative rights,preferences, and limitations of the shares of each class and series authorizedto be issued and the authority of the Board of Directors to determinevariations for future series or (ii) a statement of the existence of suchdesignations, relative rights, preferences, and limitations and a statementthat the corporation will furnish a copy thereof to the holder of suchcertificate upon written request and without charge.

 

(c) The name and mailingaddress of the person to whom the shares represented thereby are issued, withthe number of shares and date of issue, shall be entered on the stock transferbooks of the corporation. Each shareholder shall have the duty to notify thecorporation of his or her mailing address. All certificates surrendered to thecorporation for transfer shall be canceled, and no new certificate shall beissued until the former certificate for a like number of shares shall have beensurrendered and canceled, except that in case of a lost, destroyed, ormutilated certificate a new one may be issued therefor upon such terms andindemnity to the corporation as the Board of Directors prescribes.

 

6.2 Transfer of Shares. Atransfer of shares of the corporation shall be made only on the stock transferbooks of the corporation by the holder of record thereof or by the holder’slegal representative, who shall furnish proper evidence of authority totransfer, or by the holder’s attorney thereunto authorized by power of attorneyduly executed and filed with the Secretary of the corporation. The person inwhose name shares stand on the books of the corporation shall be deemed by thecorporation to be the owner thereof for all purposes.

 

6.3 Transfer Agent andRegistrar. The Board of Directors may from time to time appoint one or moretransfer agents and one or more registrars for the shares of the corporation,with such powers and duties as the Board of Directors determines by resolution.The signatures of officers upon a

 

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certificate may befacsimiles if the certificate is manually signed on behalf of a transfer agentor by a registrar other than the corporation itself or an employee of thecorporation.

 

6.4 Officer Ceasing toAct. If the person who signed a share certificate, either manually or infacsimile, no longer holds office when the certificate is issued, thecertificate is nevertheless valid.

 

ARTICLE VII

 

CONTRACTS, LOANS,CHECKS, AND OTHER INSTRUMENTS

 

7.1 Contracts. The Boardof Directors may authorize any officer or officers and agent or agents to enterinto any contract or execute and deliver any instrument in the name of and onbehalf of the corporation, and such authority may be general or confined tospecific instances.

 

7.2 Loans. No loans shallbe contracted on behalf of the corporation and no evidence of indebtednessshall be issued in its name unless authorized by a resolution of the Board ofDirectors. Such authority may be general or confined to specific instances.

 

7.3 Checks; Drafts. Allchecks, drafts, or other orders for the payment of money and notes or otherevidences of indebtedness issued in the name of the corporation shall be signedby such officer or officers and agent or agents of the corporation and in suchmanner as shall from time to time be determined by resolution of the Board ofDirectors.

 

7.4 Deposits. All fundsof the corporation not otherwise employed shall be deposited from time to timeto the credit of the corporation in such banks, trust companies, or otherdepositories as the Board of Directors may select.

 

ARTICLE VIII

 

MISCELLANEOUSPROVISIONS

 

8.1 Seal. The Board ofDirectors from time to time may provide for a seal of the corporation, whichshall be circular in form and shall have inscribed thereon the name of thecorporation, the state of incorporation and the words “Corporate Seal.”

 

8.2 Severability. Anydetermination that any provision of

 

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these Restated Bylaws isfor any reason inapplicable, invalid, illegal, or otherwise ineffective shallnot affect or invalidate any other provision of these Restated Bylaws.

 

ARTICLE IX

 

AMENDMENTS

 

These Restated Bylaws maybe altered, amended, or repealed and new bylaws may be adopted by the Board ofDirectors at any regular or special meeting, subject to repeal or change byaction of the shareholders of the corporation.

 

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