<PAGE>

                                                                     Exhibit 3.2

                              AMENDED AND RESTATED

                                    BYLAWS OF

                               WEST COAST BANCORP

                     (AS AMENDED THROUGH DECEMBER 17, 2002)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          PAGE
<S>                                                                                                       <C>
SECTION 1       Shareholders' Meetings.................................................................     1

    1.1      Place.....................................................................................     1

    1.2      Annual Meeting............................................................................     1

    1.3      Special Meetings..........................................................................     1

    1.4      Notices of Meetings.......................................................................     1

    1.5      Waiver of Notice..........................................................................     1

    1.6      Adjourned Meetings........................................................................     2

    1.7      Quorum of Shareholders....................................................................     2

    1.8      Voting of Shares..........................................................................     2

    1.9      Action Without Meeting....................................................................     2

    1.10     Stockholder Business......................................................................     2

SECTION 2       Board of Directors.....................................................................     3

    2.1      Number and Qualifications.................................................................     3

    2.2      Nominations for Directors.................................................................     3

    2.3      Vacancies.................................................................................     4

    2.4      Regular Meetings..........................................................................     4

    2.5      Special Meetings..........................................................................     4

    2.6      Notice of Meetings........................................................................     4

    2.7      Waiver of Notice..........................................................................     4

    2.8      Quorum of Directors; Attendance...........................................................     4

    2.9      Dissent by Directors......................................................................     5

    2.10     Action Without Meeting....................................................................     5

    2.11     Committees................................................................................     5

SECTION 3       Officers...............................................................................     6

    3.1      Officers Enumerated; Election.............................................................     6

    3.2      Qualifications............................................................................     6

    3.3      Chairman and Vice Chairman of the Board...................................................     6

    3.4      Chief Executive Officer...................................................................     6

    3.5      Co-Chief Executive Officers...............................................................     7

    3.6      President.................................................................................     7
</TABLE>

                                      -i-
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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                          PAGE
<S>                                                                                                       <C>
    3.7      Co-Presidents.............................................................................     7

    3.8      Vice President............................................................................     7

    3.9      Secretary.................................................................................     7

    3.10     Treasurer.................................................................................     7

    3.11     Other Officers and Agents.................................................................     8

    3.12     Removal of Officers.......................................................................     8

    3.13     Vacancies.................................................................................     8

    3.14     Salaries..................................................................................     8

SECTION 4       Business of the Corporation............................................................     8

    4.1      Obligations...............................................................................     8

    4.2      Contracts.................................................................................     8

    4.3      Loans to Corporation......................................................................     8

    4.4      Checks and Drafts.........................................................................     8

SECTION 5       Indemnification........................................................................     8

    5.1      Definitions...............................................................................     8

    5.2      Directors and Officers....................................................................     9

    5.3      Employees and Agents......................................................................     9

    5.4      Procedure for Seeking Indemnification or Advance..........................................    10

    5.5      Contract and Related Rights...............................................................    11

    5.6      Exceptions................................................................................    12

    5.7      Service for Other Entities................................................................    13

SECTION 6       Stock..................................................................................    13

    6.1      Certificate of Stock......................................................................    13

    6.2      Transfer..................................................................................    13

    6.3      Shareholders of Record....................................................................    14

    6.4      Loss or Destruction of Certificates.......................................................    14

    6.5      Record Date and Transfer Books............................................................    14

    6.6      Regulations...............................................................................    14

SECTION 7       Books and Records......................................................................    14

    7.1      Records of the Corporate Meetings and Share Register......................................    14
</TABLE>

                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                          PAGE
<S>                                                                                                       <C>
    7.2      Reliance of Records.......................................................................    15

    7.3      Form of Records...........................................................................    15

SECTION 8       Corporate Seal.........................................................................    15

SECTION 9       Amendments.............................................................................    15

    9.1      Action by board...........................................................................    15

    9.2      Amendment by Shareholders.................................................................    15

    9.3      Amendments to Shareholder Quorum Requirements.............................................    15

    9.4      Amendments to board Quorum Requirements...................................................    15
</TABLE>

                                      -iii-
<PAGE>

                           AMENDED AND RESTATED BYLAWS
                                       OF
                               WEST COAST BANCORP

                                    SECTION 1
                             Shareholders' Meetings

         1.1      Place. Shareholders' meetings may be held at the principal
office of the corporation, or at any other location within or without the State
of Oregon as determined by the board of directors and stated in the notice of
meeting

         1.2      Annual Meeting. The annual meeting of the shareholders of the
corporation for the election of directors to succeed those whose terms then
expire and for the transaction of any other business as may properly come before
the meeting will be held each year on a date and at a time selected by the board
of directors that is not later than five (5) months after the end of the
corporation's fiscal year. Failure to hold an election of directors at the
annual meeting of the shareholders within the time stated in these bylaws,
through oversight or otherwise, does not affect the validity of any corporate
action, and a meeting of the shareholders may be held at a later date for the
election of directors and for the transaction of any other business that may
properly come before the meeting. Any election held or other business transacted
at a later meeting will be as valid as if done or transacted at the annual
meeting of the shareholders. Any later meeting will be called in the same manner
as a special meeting of the shareholders, and notice of the time, place, and
purpose of the meeting will be given in the same manner as notice of a special
meeting of the shareholders.

         1.3      Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, may be called by the president or by the board of
directors, and shall be called by the president if one or more written demands
for a meeting describing the purpose or purposes for which it is to be held are
signed, dated, and delivered to the secretary by the holders of at least 10
percent of all votes entitled to be cast on any issue proposed to be considered
at the meeting.

         1.4      Notices of Meetings. Written notice stating the date, time,
and place of the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting. Notice of any
shareholders' meeting may be given either personally or by mail, by or at the
direction of the president, the secretary, or the person or persons calling the
meeting, to each shareholder of record entitled to vote at the meeting and to
others as required by law. If mailed, the notice will be effective when
deposited in the United States mail with postage prepaid, addressed to the
shareholder at his or her address as it appears in the current records of the
corporation.

         1.5      Waiver of Notice. Notice of any shareholders' meeting may be
waived at any time, either before or after the meeting, if the waiver is in
writing, signed by the shareholders entitled to notice, and delivered to the
corporation. A shareholder's attendance at a meeting waives objection to lack of
notice or defective notice of the meeting unless the shareholder objects at the
beginning of the meeting to holding the meeting or transacting business at the

                                      -1-
<PAGE>

meeting. A shareholder waives objection to consideration of a particular matter
at a meeting that is not within the purpose or purposes described in the meeting
notice unless the shareholder objects to considering the matter when it is
presented.

         1.6      Adjourned Meetings. An adjournment or adjournments of any
shareholders' meeting may be taken until the time and place determined by those
present, without new notice being given, whether by reason of the failure of a
quorum to attend or otherwise.

         1.7      Quorum of Shareholders. Shares entitled to vote as a separate
voting group may take action on a matter only if a quorum of those shares exists
with respect to the matter. A majority of the votes entitled to be cast on the
matter by voting group, represented in person or by proxy, shall constitute a
quorum of that voting group for action on that matter. If a quorum exists,
action on a matter, other than the election of directors, shall be approved by a
voting group if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action unless the Oregon Business Corporation
Act, the articles of incorporation, or these bylaws require a greater number of
affirmative votes. Directors shall be elected by a plurality of the votes cast
by the shares entitled to vote in the election at a meeting at which a quorum is
present. Once a share is represented for any purpose at a meeting, it shall be
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting. Shareholders may participate in a meeting of the shareholders
by means of a conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other during the meeting.

         1.8      Voting of Shares. A shareholder may vote either in person or
by proxy executed in writing by the shareholder or his or her duly authorized
attorney-in-fact. No proxy will be valid after eleven (11) months from the date
of its execution, unless otherwise provided in the proxy. Any proxy shall be
filed with the secretary of the corporation before or at the time of the
meeting.

         1.9      Action Without Meeting. Any action required or permitted to be
taken at a meeting of the shareholders of the corporation may be taken without a
meeting if a written consent resolution, setting forth the action taken, is
signed by all shareholders entitled to vote on the action and is delivered to
the corporation. Once delivered, the consent resolution will have the same force
and effect as a unanimous vote of the shareholders.

         1.10     Stockholder Business. At any annual meeting of the
shareholders, only such business shall be conducted (other than procedural
matters relating to the conduct of the meeting) as shall have been brought
before the meeting (a) by or at the direction of the board of directors, (b) as
specified in the notice of such meeting, or (c) by any stockholder of record of
the corporation who complies with the notice procedures set forth in this
Section 1.10. For business to be properly brought before an annual meeting by
any such shareholder, the shareholder must given written notice thereof to the
secretary, either by personal delivery or by certified mail, postage prepaid,
addressed to the secretary at the corporation's executive offices not less than
sixty (60) days in advance of such meeting (provided that if the date of such
annual meeting of shareholders has not been publicly announced by the
corporation more than 90 days in advance of such meeting, such written notice
must be given within fifteen (15) days after the first public

                                      -2-
<PAGE>

disclosure of the date of the annual meeting, including, without limitation,
disclosure of the meeting date set forth in any document or exhibit thereto
filed by the corporation with the Securities and Exchange Commission). Each such
notice shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
corporation's stock ledger of the shareholder of record of shares of the
corporation entitled to vote at such meeting and intends to appear at the
meeting in person or by proxy to propose such business, and (d) any material
interest of such shareholder in the proposed business. The chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
any such business was not properly brought before the meeting and in accordance
with the provisions of this Section 1.10, and if he should so determine, he
shall so declare to the meeting and such business not properly brought before
the meeting shall not be transacted.

                                    SECTION 2
                               Board of Directors

         2.1      Number and Qualifications. The business and affairs of the
corporation will be managed by a board of directors, the members of which need
not be shareholders of the corporation or residents of the State of Oregon. The
number of directors shall be fixed in the manner set forth in the articles of
incorporation.

         2.2      Nominations for Directors. Nominations for election to the
board of directors may be made by the board of directors or by any shareholder
of any outstanding class of capital stock of the corporation entitled to vote
for the election of directors. Nominations by the board of directors of
candidates for election to the board shall be approved by at least a majority of
the members of the board of directors. Any shareholder entitled to vote for the
election of directors may nominate at a meeting persons for election as
directors only if written notice of such shareholder's intent to make such
nomination is given, either by personal delivery or by certified mail, postage
prepaid, addressed to the secretary at the corporation's executive offices not
later than (i) with respect to an election to be held at an annual meeting of
shareholders, sixty (60) days prior to the date of such meeting (provided that
if the date of such annual meeting of shareholders has not been publicly
announced by the corporation more than 90 days in advance of such meeting, such
written notice must be given within fifteen (15) days after the first public
disclosure of the date of the annual meeting, including without limitation,
disclosure of the meeting date set forth in any document or exhibit thereto
filed by the corporation with the Securities and Exchange Commission), and (ii)
with respect to an election to be held at a special meeting of shareholders for
the election of directors, the close of business on the seventh day following
the date on which notice of such meeting is first given to shareholders. Each
such notice shall set forth: (a) the name and address, as they appear on the
corporation's stock ledger of the shareholder who intends to make the nomination
and the name and address of each person to be nominated; (b) a representation
that such shareholder is a holder of record of shares of the corporation
entitled to vote at such meeting and intends to appear at the meeting in person
or by proxy to nominate the person or persons specified in the notice as
directors; (c) a description of all arrangements or understandings between such
shareholder and each proposed nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by such shareholder; (d) such other information regarding each

                                      -3-
<PAGE>

nominee proposed by such shareholder as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission were such nominee to be nominated by the board of directors; and (e)
the consent of each proposed nominee to serve as a director of the corporation
if so elected. The chairman of any meeting of shareholders to elect directors
may refuse to permit the nomination of any person to be made without compliance
with the foregoing procedure. No person may stand for election or re-election
for director if such person has attained the age of sixty-nine (69); provided
that this restriction will not be applicable with respect to the election of
directors at the 2003 and 2004 annual meetings of shareholders.

         2.3      Vacancies. In the event of any increase or decrease in the
authorized number of directors, each director then serving as such shall
nevertheless continue as a director until the expiration of his current term, or
his earlier resignation, removal from office or death.

         2.4      Regular Meetings. Regular meetings of the board of directors
will be held on the dates and at the times and places decided by the board of
directors.

         2.5      Special Meetings. Special meetings of the board of directors
may be held at any time and at any place whenever called by an executive officer
or director of the corporation.

         2.6      Notice of Meetings. Notice of the annual or regular meetings
of the board of directors is not required. Notice of the date, time, and place
of special meetings of the board of directors must be given, by or at the
direction of the chairman of the board, the president, the secretary, or any
person or persons calling the meeting, by mail, facsimile, radio, telegram, or
personal communication over the telephone or otherwise, at least two (2) days
prior to the day on which the meeting is to be held. No notice need be given if
the time and place of the meeting has been fixed by resolution of the board of
directors and a copy of the resolution has been mailed to every director at
least three (3) days before the meeting.

         2.7      Waiver of Notice. Notice of any meeting of the board of
directors may be waived at any time, either before or after a meeting, if the
waiver is in writing, signed by the director entitled to notice, and delivered
to the corporation. Notice is waived by any director attending or participating
in a meeting unless the director, at the beginning of the meeting or promptly on
the director's arrival, objects to holding the meeting or transacting business
at the meeting and does not vote for or assent to any action taken at the
meeting.

         2.8      Quorum of Directors; Attendance. A majority of the number of
directors fixed in accordance with the articles of incorporation or bylaws from
time to time will constitute a quorum for the transaction of business. The act
of a majority of the directors present at a meeting at which a quorum is present
will be the act of the board of directors unless a greater requirement is
imposed by law, the articles of incorporation, or these bylaws. Members of the
board of directors or any committee designated by the board of directors may
participate in a meeting of the Board or committee by means of a conference
telephone or similar communication equipment by which all persons participating
in the meeting can hear each other at the meeting. Participation by such means
will constitute presence in person at a meeting.

                                      -4-
<PAGE>

         2.9      Dissent by Directors. A director of the corporation who is
present at a meeting of its board of directors at which action on any corporate
matter is taken will be presumed to have assented to the action unless (a) the
director objects at the beginning of the meeting, or promptly on his or her
arrival, to holding the meeting or transacting business at the meeting; (b) the
director's dissent or abstention from the action taken is entered in the minutes
of the meeting, or (c) the director delivers written notice of his or her
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the corporation within a reasonable time after adjournment.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.

         2.10     Action Without Meeting. Any action which may be or is required
to be taken at a meeting of the board of directors, or any action which may be
taken at a meeting of a committee designated by the board of directors, may be
taken without a meeting if a written consent resolution, setting forth the
action taken, is signed by all of the directors or all of the members of the
committee, as the case may be, and is delivered to the corporation. The fully
signed consent resolution will have the same force and effect as a unanimous
vote.

         2.11     Committees. The board of directors, by resolution adopted by a
majority of the full board of directors, shall designate from among its members
an executive committee and may designate one or more other committees. Each must
consist of two (2) or more persons. The committees will be governed by the same
rules regarding meetings, actions without meetings, notices, waivers of notice,
and quorum and voting requirements applied to the board of directors. To the
extent provided in the resolution forming the committee, each committee may have
and may exercise all the authority of the board of directors, except that no
committee will have the authority to:

                  (a)      Authorize or approve a distribution except as may be
                  permitted by paragraph (g) below;

                  (b)      Approve or propose to shareholders action required to
                  be approved by shareholders;

                  (c)      Fill vacancies on the board of directors or on any of
                  its committees;

                  (d)      Amend the articles of incorporation of the
                  corporation except as may be necessary to document a
                  determination of the relative rights, preferences, and
                  limitations of a series of shares as permitted by paragraph
                  (h) below;

                  (e)      Adopt, amend, or repeal the bylaws of the
                  corporation;

                  (f)      Approve a plan of merger not requiring shareholder
                  approval;

                  (g)      Authorize or approve reacquisition of shares, except
                  within limits presented by the board of directors; or

                  (h)      Authorize or approve the issuance or sale or contract
                  for sale of shares, or determine the designation and relative
                  rights, preferences, and limitations of a

                                      -5-
<PAGE>

                  class or series of shares, except that the board of directors
                  may authorize a committee or an officer of the corporation to
                  do so:

                           1.       Pursuant to a stock option or other stock
                           compensation plan; or

                           2.       By approving the maximum number of shares to
                           be issued and delegating the authority to determine
                           all or any part of the terms of the issuance or sale
                           or contract of sale and the designation and relative
                           rights, preferences, and limitations of the class or
                           series of shares.

         The creation of delegation of authority to, or action by such a
committee of the Board will not operate to relieve the board of directors, or
any of its members, of any responsibility imposed by law.

                                    SECTION 3
                                    Officers

         3.1      Officers Enumerated; Election. The officers of the corporation
will include a chief executive officer, president, secretary, and treasurer and
one or more vice presidents, as well as any assistants to the officers as the
board of directors may determine. The offices of president and chief executive
officer may be held by two (2) individuals as co-presidents and co-chief
executive officers. The board of directors, in its discretion, may also elect a
chairman of the board and a vice chairman of the board from among the members of
the board who shall not be deemed an officer of the corporation unless so
designated by the board of directors. All officers will be elected by the board
of directors.

         3.2      Qualifications. None of the officers of the corporation need
be a director. Any two or more offices may be held by the same person.

         3.3      Chairman and Vice Chairman of the Board. The chairman of the
board, if any, or, in the chairman's absence, the vice chairman of the board, if
any, will preside at all meetings of the board of directors and of the
shareholders at which he or she is present, and will perform any other duties
assigned by the board of directors from time to time.

         3.4      Chief Executive Officer. Subject to the authority of the board
of directors, the chief executive officer will have general charge, supervision,
and control over the business and affairs of the corporation and will be
responsible for its management. The chief executive officer shall have the power
and shall perform the duties as are regularly and customarily performed by the
chief executive officer of a corporation and may delegate such duties as
appropriate to other officers of the corporation. The chief executive officer
will submit a report of the operations of the corporation for the preceding year
to the shareholders at their annual meeting. If no chairman of the board is
elected by the board of directors or in the absence of the chairman of the
board, the chief executive officer will preside at all meetings of the
shareholders, and of the board of directors if he or she is a member of the
shareholders, and of the board of directors if he or she is a member of the
board. Any shares of stock of another corporation held by the corporation will
be voted by the chief executive officer subject to direction from the board of
directors. The chief executive officer will perform any other duties assigned to
that office from time to time by the board of directors.

                                      -6-
<PAGE>

         3.5      Co-Chief Executive Officers. The office of chief executive
officer may be shared by two (2) individuals. In the event that two persons hold
office as co-chief executive officers, the co-chief executive officers shall
determine between themselves those areas of which each shall have primary
responsibility, it being understood that both of them shall be involved in and
be responsible for all major policy decisions and both of them shall have
general oversight over the business and affairs of the Combined Corporation. Any
matters upon which the co-chief executive officers are unable to agree shall be
referred to the Executive Committee. If one co-chief executive officer is absent
or disabled, the other shall exercise all the duties of that office.

         3.6      President. The president, who also may be the chief executive
officer of the corporation, shall have such authority and shall exercise such
duties as shall, from time to time, be assigned to that office by the board of
directors or, as appropriate, the chief executive officer.

         3.7      Co-Presidents. The office of president may be shared by two
(2) individuals, one of whom or both of whom may also be the chief executive
officer or co-chief executive officers of the corporation. In the event that two
persons hold office as co-presidents, the board of directors or, as appropriate,
the chief executive officer or co-chief executive officers shall determine those
areas of which each co-president shall have primary responsibility. Any matters
upon which the co-presidents are unable to agree shall be referred to the chief
executive officer or co-chief executive officers, if such person or persons are
not also a co-president or co-presidents, and otherwise to the Executive
Committee. If one co-president is absent or disabled, the other shall exercise
all the duties of that office.

         3.8      Vice President. If the president is absent or disabled, the
vice president will have and may exercise and perform the authority and duties
of the president. In addition, the vice president will perform any other duties
assigned to that office by the board of directors, the chief executive officer,
or president from time to time. If more than one vice president is elected, the
vice presidents will have the titles, seniority, and duties established for them
by the board of directors.

         3.9      Secretary. The secretary will prepare and keep minutes of
meetings of shareholders and directors, will be responsible for authenticating
records of the corporation, and will exercise the usual authority pertaining to
the office of secretary. The secretary will keep and, when proper, affix the
seal of the corporation, if any, and will perform any other duties assigned to
that office by the board of directors, the CEO, or president from time to time.

         3.10     Treasurer. The treasurer, who may also be the chief financial
officer, will have charge and custody of and be responsible for all funds and
securities of the corporation. The treasurer will deposit all such funds in the
name of the corporation in the depositories or invest them in the investments
designated or approved by the board of directors, and will authorize
disbursements of the funds of the corporation in payment of just demands against
the corporation or as may be ordered by the board of directors on securing
proper vouchers. The treasurer will render to the board of directors from time
to time, as may be required, an account of all transactions as treasurer; and
will perform any other duties assigned to that office from time to time by the
board of directors, the CEO, or president.

                                      -7-
<PAGE>

         3.11     Other Officers and Agents. The board of directors may appoint
other officers and agents as it deems necessary or expedient. These other
officers and agents will exercise the authority and perform the duties
prescribed for them by the board of directors, which authority and duties may
include, in the case of the other officers, one or more of the duties of the
named officers of the corporation.

         3.12     Removal of Officers. Any officer or agent may be removed by
the board of directors whenever in its judgment the best interests of the
corporation will be served by doing so. Removal will be without prejudice to the
contract rights, if any, of the person removed. Election or appointment of an
officer or agent will not of itself create contract rights.

         3.13     Vacancies. Vacancies in any office arising from any cause may
be filled by the board of directors at any regular or special meeting.

         3.14     Salaries. Salaries of all officers of the corporation
appointed by the board of directors will be fixed by the board of directors or
by a person or committee authorized by the board of directors.

                                    SECTION 4
                           Business of the Corporation

         4.1      Obligations. Any agreements or other documents requiring Board
approval will be valid if approved by the Board and signed by the chief
executive officer, president, or vice president and attested by the secretary or
an assistant secretary

         4.2      Contracts. The board of directors may authorize any officer or
agent to enter into any contract or execute and deliver any instrument in the
name and on behalf of the corporation. This authority may be general or confined
to specific instances.

         4.3      Loans to Corporation. No loans will be contracted on behalf of
the corporation, and no evidence of indebtedness will be issued in its name,
unless authorized by the board of directors. This authority may be general or
confined to specific instances.

         4.4      Checks and Drafts. All checks, drafts, or other orders for the
payment of money, notes, or other evidence of indebtedness issued in the name of
the corporation will be signed by the officer(s) or agent(s) of the corporation
and in the manner prescribed from time to time by the board of directors.

                                    SECTION 5
                                 Indemnification

         5.1      Definitions. As used in this Section:

                  (a)      "Act" means the Oregon Business Corporations Act, now
                  or hereafter in force.

                  (b)      "Corporation" means this corporation, and any
                  domestic or foreign predecessor entity which, in a merger or
                  other transaction, ceased to exist.

                                      -8-
<PAGE>

                  (c)      "Director" means an individual who is or was a
                  director of the corporation or an individual who, while a
                  director of the corporation, is or was serving at the
                  corporation's request as a director, officer, partner,
                  trustee, employee, or agent of another foreign or domestic
                  corporation, partnership, joint venture, trust employee
                  benefit plan, or other enterprise. "Director" includes the
                  estate or personal representative of a director, unless the
                  context requires otherwise.

                  (d)      "Expenses" include counsel fees.

                  (e)      "Indemnitee" means an individual made a party to a
                  proceeding because the individual is or was a director,
                  officer, employee, or agent of the corporation and who
                  possesses indemnification rights pursuant to the Articles of
                  Incorporation, these bylaws, or other corporate action. It
                  also includes any individual entitled t indemnification
                  pursuant to this Section. It also includes the heirs,
                  executors, and other successors in interest of the above
                  individuals.

                  (f)      "Liability" means the obligation to pay a judgment,
                  settlement, penalty, fine, including any excise tax assessed
                  with respect to an employee benefit plan, or reasonable
                  expenses incurred with respect to a proceeding.

                  (g)      "Party" includes an individual who was, is, or is
                  threatened to be named a defendant or respondent in a
                  proceeding.

                  (h)      "Proceeding" means any threatened, pending, or
                  completed action, suit, or proceeding whether civil, criminal,
                  administrative, or investigative and whether formal or
                  informal.

         5.2      Directors and Officers. The corporation will indemnify its
directors and officers to the full extent permitted by the Act. However, the
indemnity will not apply on account of:

                  (a)      Acts or omissions of a director or officer finally
                  adjudged to be intentional misconduct or a knowing violation
                  of law;

                  (b)      A proceeding by or in the right of the corporation in
                  which the director or officer was adjudged liable to the
                  corporation; or

                  (c)      Any proceeding charging improper personal benefit to
                  the director or officer in which the director or officer was
                  adjudged liable on the basis that personal benefit was
                  improperly received by the director or officer.

                  The corporation will advance expenses for such persons
pursuant to the terms set forth in these bylaws, in a resolution of the Board of
Directors, or in a contract which any such person.

         5.3      Employees and Agents. The corporation may, by action of the
Board, grant rights to indemnification and advancement of expenses to employees
and agents of the corporation within the same scope and effect allowed by the
provisions of this Section with respect to the

                                      -9-
<PAGE>

indemnification and advancement of expenses of directors and officers of the
corporation or by the Act or otherwise.

         5.4      Procedure for Seeking Indemnification or Advance.

                  (a)      Notification and Defense of Claim. An Indemnitee will
                  promptly notify the corporation in writing of any proceeding
                  for which indemnification is sought under this Section. In
                  addition, the Indemnitee will provide the corporation with
                  information and cooperation that the corporation may
                  reasonably require and which is within the Indemnitee's power.

         With respect to any proceeding of which the Indemnitee has notified the
corporation:

                           1.       The corporation will be entitled to
                           participate in the proceeding at its own expense; and

                           2.       Except as otherwise provided below, to the
                           extent that it may wish, the corporation, jointly and
                           any other indemnifying party similarly notified, will
                           be entitled to assume the defense of the proceeding,
                           with counsel satisfactory to the Indemnitee. The
                           Indemnitee's consent to such counsel will not be
                           unreasonably withheld.

         The corporation will not be entitled to assume the defense of any
proceeding brought by or o behalf of the corporation or as to which Indemnitee
has reasonably concluded that a conflict of interest may exist between the
corporation and the Indemnitee in the conduct of the defense.

         After notice from the corporation to the Indemnitee of its election to
assume the defense, the corporation will not be liable to the Indemnitee under
this Section for any legal or other expenses subsequently incurred by the
Indemnitee in connection with the defense. However, the fees and expenses of the
Indemnitee's counsel will be paid by the corporation if:

                           1.       The employment of counsel by the Indemnitee
                           has been authorized by the corporation;

                           2.       Indemnitee reasonably concludes that a
                           conflict of interest may exist between the
                           corporation and the Indemnitee in the conduct of the
                           defense; or

                           3.       The corporation did not in fact employ
                           counsel to assume the defense of the proceeding.

                  Notwithstanding the assumption of defense by the corporation
in any proceeding, the Indemnitee will continue to have the right to employ its
counsel in the proceeding, at the Indemnitee's expense.

                  (b)      Information Required and Determination of
                  Indemnification. For purposes of pursuing rights to
                  indemnification under this Section, the Indemnitee will submit
                  to the Board an Indemnification Statement, consisting of:

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<PAGE>

                           1.       A sworn statement requesting
                           indemnification; and

                           2.       Any evidence that the Board may reasonably
                           request of all amounts for which indemnification is
                           requested.

         Submission of an Indemnification Statement to the Board will create a
presumption that the Indemnitee is entitled to indemnification and, if requested
in accordance with the following Subsection, advancement of expenses. The
corporation will, within sixty (60) calendar days after submission of the
Indemnification Statement (or twenty (20) calendar days in the case of
advancement of expenses), make the payments requested in the Indemnification
Statement to or for the benefit of the Indemnitee, unless within sixty (60) or
twenty (20) day period the corporation determines (in the manner provided below)
that the Indemnitee is not entitled to indemnification under this Section and
gives the Indemnitee notice in writing of such determination, which notice will
disclose with particularity the evidence on which the determination is based.
Such determination will be based on clear and convincing evidence, sufficient to
rebut the foregoing presumption.

         At the election of the President of the corporation, the foregoing
determination may be made as provided in ORS 60.404.

         Any determination that the Indemnitee is not entitled to
indemnification and any failure to make the payments requested in the
Indemnification Statement will be subject to judicial review by any court of
competent jurisdiction.

                  (c)      Special Procedure Regarding Advances. An Indemnitee
                  seeking payment or reimbursement of expenses in advance of a
                  final disposition of the proceeding must furnish the
                  corporation, as part of the Indemnification Statement, with:

                           1.       A written affirmation of the Indemnitee's
                           good faith belief that the Indemnitee has met the
                           standard of conduct required to be eligible for
                           indemnification; and

                           2.       A written undertaking, constituting an
                           unlimited general obligation of the Indemnitee, to
                           repay the advance if it is ultimately determined that
                           the Indemnitee did not meet the required standard of
                           conduct.

                  (d)      Settlement. The corporation is not liable to
                  indemnify Indemnitee for any amounts paid in settlement of any
                  proceeding without the corporation's written consent. The
                  corporation will not settle any proceeding in any manner which
                  would impose any penalty or limitation on Indemnitee without
                  Indemnitee's written consent. Neither the corporation nor
                  Indemnitee will unreasonably withhold its consent to a
                  proposed settlement.

         5.5      Contract and Related Rights.

                  (a)      Contract Rights. The right of an Indemnitee to
                  indemnification and advancement of expenses is a contract
                  right on which the Indemnitee will be presumed to have relied
                  in determining to serve or continue to serve in his or her

                                      -11-
<PAGE>

                  capacity with the corporation. Such right will continue as
                  long as Indemnitee is subject to any possible proceeding. Any
                  amendment to or repeal of this Section will not adversely
                  affect any right or protection of an Indemnitee with respect
                  to any acts or omissions of the Indemnitee occurring prior to
                  the amendment or repeal.

                  (b)      Optional Insurance, Contracts, and Funding. The
                  corporation may:

                           1.       Maintain insurance, at its expense, to
                           protect itself and any Indemnitee against any
                           liability, whether or not the corporation would have
                           power to indemnify the individual against the same
                           liability under the Act;

                           2.       Enter into contracts with any Indemnitee in
                           furtherance of this Section and consistent with the
                           Act; and

                           3.       Create a trust fund, grant a security
                           interest, or use other means (including, without
                           limitation, a letter of credit) to ensure the payment
                           of amounts that may be necessary to effect
                           indemnification as provided in this Section.

                  (c)      Severability. If any provision or application of this
                  Section is invalid or unenforceable, the remainder of this
                  Section and its remaining applications will not be affected
                  thereby and will continue in full force and effect.

                  (d)      Right of Indemnitee to Bring Suit. If a claim under
                  this Section for indemnification is not paid in full by the
                  corporation within sixty (60) days, or for advancement of
                  expenses is not paid in full by the corporation within twenty
                  (20) days, after an Indemnification Statement setting forth
                  the claim has been received by the corporation, the Indemnitee
                  may at any time thereafter bring suit against the corporation
                  to recover the unpaid amount of the claim. To the extent such
                  suit is successful, the Indemnitee will be entitled to recover
                  from the corporation the expense (to be prorated if the
                  Indemnitee is only partially successful) of prosecuting the
                  claim.

                  Neither (1) the future of the corporation (including its Board
of Directors, shareholders, or independent legal counsel) to have made a
determination prior to the commencement of a proceeding that indemnification of,
or reimbursement or advance of expenses to, the Indemnitee is proper in the
circumstances, nor (2) an actual determination by the corporation (including its
Board of Directors, shareholders, or independent legal counsel) that the
Indemnitee is not entitled to indemnification or to the reimbursement or
advancement of expenses, will create a presumption that the Indemnitee is not so
entitled.

         5.6      Exceptions. Notwithstanding any other provision of this
Section, the corporation will not be obligated pursuant to the terms of these
bylaws to indemnify or advance expenses to Indemnitee with respect to any
proceeding:

                                      -12-
<PAGE>

                  (a)      Claims Initiated by Indemnitee. Initiated or brought
                  voluntarily by Indemnitee and not by way of defense, except
                  with respect to proceedings brought to establish or enforce a
                  right of indemnification under these bylaws or any other
                  statute or law or as otherwise required under the Act.
                  However, indemnification or advancement of expenses may be
                  provided by the corporation in specific cases if the Board of
                  Directors finds it to be appropriate.

                  (b)      Lack of Good Faith. Initiated or brought voluntarily
                  by Indemnitee to enforce or interpret these bylaws if a court
                  of competent jurisdiction determines that each of the material
                  assertions made by Indemnitee in such proceeding was not made
                  in good faith or was frivolous.

                  (c)      Insured Claims. For which any of the expenses or
                  liabilities for indemnification being sought have been paid
                  directly to Indemnitee by an insurance carrier under a policy
                  of insurance maintained by the corporation.

                  (d)      Prohibited by Law. If the corporation is prohibited
                  by the Act, or other applicable law as then in effect from
                  paying such indemnification and/or advancement of expenses.

         5.7      Service for Other Entities. The indemnification and
advancement of expenses provided under this Section will apply to directors,
officers, employees, or agents of the corporation for both (a) service in such
capacities for the corporation, and (b) service at the corporation's request as
a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise. A person is considered to be serving an employee benefit
plan at the corporation's request if that person's duties to the corporation
also impose duties on, or otherwise involve services by, that person to the plan
or to participants or beneficiaries of the plan.

                                    SECTION 6
                                      Stock

         6.1      Certificate of Stock. Certificates of stock will be issued in
numerical order. Each shareholder will be entitled to a certificate signed,
either manually or in facsimile, by the president or vice president and the
secretary, or by the board of directors. The certificate may be sealed with the
corporate seal. Every certificate of stock will state:

                  (a)      The name of the corporation and the fact that the
                  corporation is incorporated under the laws of the State of
                  Oregon;

                  (b)      The name of the registered holder of the shares
                  represented by the certificate; and

                  (c)      The number and class of the shares and the
                  designation of the series, if any, represented by the
                  certificate.

         6.2      Transfer. Subject to any legend appearing on the certificate,
shares of stock may be transferred by delivery of the certificate, accompanied
by either an assignment in writing on

                                      -13-
<PAGE>

the back of the certificate or a separate written assignment and power of
attorney to transfer the same, which in either event is signed by the record
holder of the certificate. No transfer will be valid, except as between the
parties to the transfer, until the transfer is made on the books of the
corporation. Except as otherwise specifically provided in these bylaws, no
shares of stock will be transferred on the books of the corporation until the
outstanding certificate or certificates representing the transferred stock have
been surrendered to the corporation accompanied by an assignment as above.

         6.3      Shareholders of Record. The corporation will be entitled to
treat the holder of record on the books of the corporation of any share or
shares of stock as the holder in fact of those shares for all purposes,
including the payment of dividends on and the right to vote the stock, unless
provided otherwise by the board of directors.

         6.4      Loss or Destruction of Certificates. If any certificate of
stock is lost or destroyed, another may be issued in its place on proof of loss
or destruction and on the giving of a satisfactory bond of indemnity to the
corporation. A new certificate may be issued without requiring any bond when, in
the judgment of the board of directors, it is proper to do so.

         6.5      Record Date and Transfer Books. For the purpose of determining
shareholders entitled to notice of or vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, or in
order to make a determination of shareholders for any other proper purpose, the
board of directors will make in advance a record date for any such determination
of shareholders. The record date in any case will not be more than seventy (70)
days and, in the case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring the determination of
shareholders is to be taken. If no record date is fixed for these purposes, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring the dividend is adopted, as the
case ma be, will be the record date for the determination of shareholders.

         6.6      Regulations. The board of directors will have the power and
authority to make all rules and regulations it deems expedient concerning the
issue, transfer, conversion, and registration of certificates for shares of
stock of the corporation not inconsistent with these bylaws, the articles of
incorporate, or the laws of the United States or the State of Oregon.

                                    SECTION 7
                                Books and Records

         7.1      Records of the Corporate Meetings and Share Register. The
corporation will keep at either its principal place of business, its registered
office, or another place permitted by law, as the board of directors may
designate, (a) books and records of account and minutes or records of all of the
proceedings of the board of directors, director committees, and shareholders,
and (b) a record of shareholders, giving the name of the shareholders and
showing their respective addresses and the number and class of shares held by
each.

                                      -14-
<PAGE>

         7.2      Reliance of Records. Any person dealing with the corporation
may rely on a copy of any of the records of the proceedings, resolutions, or
votes of the board of directors, director committees, or shareholders when
certified by the president, vice president, or secretary.

         7.3      Form of Records. All books and records may be kept on paper or
in electronic or other format.

                                    SECTION 8
                                 Corporate Seal

                  The corporation may adopt, but will not be required to adopt,
a corporate seal. If a seal is adopted, it will be circular and will include the
name of the corporation and the words "corporate seal."

                                    SECTION 9
                                   Amendments

         9.1      Action by board. The board of directors may amend or repeal
the bylaws unless:

                  (a)      The articles of incorporation or the provisions of
                  law reserve this power exclusively to the shareholders in
                  whole or in part; or

                  (b)      The shareholders in amending or adopting a particular
                  bylaw provide expressly that the board of directors may not
                  amend or repeal that bylaw.

         9.2      Amendment by Shareholders. The shareholders may amend or
repeal the bylaws even though the bylaws may also be amended and repealed by its
board of directors.

         9.3      Amendments to Shareholder Quorum Requirements. If expressly
authorized by the articles of incorporation, the shareholders may adopt or amend
a bylaw that fixes a greater quorum or voting requirement for shareholders, or
voting groups of shareholders, than is required by law. The adoption or
amendment of a bylaw that adds, changes, or deletes a greater quorum or voting
requirement for shareholders must meet the same quorum requirement and be
adopted by the same vote and voting groups required to take action under the
quorum and voting requirement then in effect or the quorum or voting requirement
proposed to be adopted, whichever is greater. A bylaw that fixes a greater
quorum or voting requirement for shareholders under this Section 9.3 may not be
adopted, amended, or repealed by the board of directors.

         9.4      Amendments to board Quorum Requirements. A bylaw provision
that fixes a greater quorum or voting requirement for the board of directors may
be amended or repealed:

                  (a)      If the provision was originally adopted by the
                  shareholders, only by the shareholders; or

                  (b)      If the provision was originally adopted by the board
                  of directors, either by the shareholders or by the board of
                  directors.

                                      -15-
<PAGE>

         A bylaw provision adopted or amended by the shareholders that fixes a
greater quorum or voting requirement for the board of directors may provide that
it may be amended or repealed only by a specified vote of either the
shareholders or the board of directors.

                                      -16-