**Exhibit 3.2**





















**AMENDED AND RESTATEDBYLAWS
OFWEST COAST
BANCORP(As amended through January 27, 2009)**





















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|SECTION 1     |  | Shareholders Meetings                  |  | 5
|------------- |  | --------------------------------------- |  | -
|1.1           |  | Place                                   |  | 5
|1.2           |  | Annual Meeting                          |  | 5
|1.3           |  | Special
      Meetings                  |  | 5
|1.4           |  | Notices of Meetings                     |  | 5
|1.5           |  | Waiver of
      Notice                  |  | 5
|1.6           |  | Adjourned Meetings                      |  | 5
|1.7           |  | Quorum of
      Shareholders            |  | 5
|1.8           |  | Voting of Shares                        |  | 6
|1.9           |  | Action Without
      Meeting            |  | 6
|1.10          |  | Stockholder Business                    |  | 6
|SECTION
    2 |  | Board of Directors                      |  | 6
|2.1           |  | Number and Qualifications               |  | 6
|2.2           |  | Nominations for
      Directors         |  | 6
|2.3           |  | Vacancies                               |  | 7
|2.4           |  | Regular
      Meetings                  |  | 7
|2.5           |  | Special Meetings                        |  | 7
|2.6           |  | Notice of
      Meetings                |  | 7
|2.7           |  | Waiver of Notice                        |  | 7
|2.8           |  | Quorum of
      Directors; Attendance   |  | 7
|2.9           |  | Dissent by Directors                    |  | 7
|2.10          |  | Action Without
      Meeting            |  | 7
|2.11          |  | Committees                              |  | 7
|SECTION
    3 |  | Officers                                |  | 8
|3.1           |  | Officers Enumerated; Election           |  | 8
|3.2           |  | Qualifications                          |  | 8
|3.3           |  | Chairman and Vice Chairman of the Board |  | 8

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|3.4           |  | Chief Executive Officer                          |  | 8 
|------------- |  | ------------------------------------------------ |  | --
|3.5           |  | Co-Chief
      Executive Officers                |  | 8 
|3.6           |  | President                                        |  | 9 
|3.7           |  | Co-Presidents                                    |  | 9 
|3.8           |  | Vice President                                   |  | 9 
|3.9           |  | Secretary                                        |  | 9 
|3.10          |  | Treasurer                                        |  | 9 
|3.11          |  | Other Officers
      and Agents                  |  | 9 
|3.12          |  | Removal of Officers                              |  | 9 
|3.13          |  | Vacancies                                        |  | 9 
|3.14          |  | Salaries                                         |  | 9 
|SECTION
    4 |  | Business of the Corporation                      |  | 9 
|4.1           |  | Obligations                                      |  | 9 
|4.2           |  | Contracts                                        |  | 9 
|4.3           |  | Loans to Corporation                             |  | 9 
|4.4           |  | Checks and
      Drafts                          |  | 10
|SECTION 5     |  | Indemnification                                  |  | 10
|5.1           |  | Definitions                                      |  | 10
|5.2           |  | Directors and Officers                           |  | 10
|5.3           |  | Employees and
      Agents                       |  | 11
|5.4           |  | Procedure for Seeking Indemnification or Advance |  | 11
|5.5           |  | Contract and
      Related Rights                |  | 12
|5.6           |  | Exceptions                                       |  | 13
|SECTION
    6 |  | Stock                                            |  | 14
|6.1           |  | Certificate of Stock                             |  | 14
|6.2           |  | Transfer                                         |  | 14
|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

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|SECTION 7     |  | Books and Records                                          |  | 14
|------------- |  | ---------------------------------------------------------- |  | --
|7.1           |  | Records of the
      Corporate Meetings and Share Register |  | 14
|7.2           |  | Reliance of Records                                        |  | 14
|7.3           |  | Form of
      Records                                      |  | 14
|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

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AMENDED AND RESTATED
BYLAWSOFWEST COAST BANCORP

SECTION 1Shareholders Meetings

1.1Place.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.

1.2Annual 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.

1.3Special 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.

1.4Notices 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.

1.5Waiver 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 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.

1.6Adjourned 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.

1.7Quorum 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.

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1.8Voting 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.

1.9Action 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.

1.10Stockholder 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 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 2Board of
Directors

2.1Number 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.

2.2Nominations 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 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 seventy two (72).

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2.3Vacancies.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.

2.4Regular 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.

2.5Special 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.

2.6Notice 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.

2.7Waiver 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.

2.8Quorum 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 of directors 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.

2.9Dissent 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.

2.10Action 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.

2.11Committees.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;


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

SECTION 3Officers

3.1Officers 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.

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

3.3Chairman 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.

3.4Chief 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.

3.5Co-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.

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3.6President.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.

3.7Co-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.

3.8Vice 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.

3.9Secretary.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.

3.10Treasurer.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.

3.11Other 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.

3.12Removal 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.

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

3.14Salaries.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 4Business of the
Corporation

4.1Obligations.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.

4.2Contracts.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.

4.3Loans 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.

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4.4Checks 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
5Indemnification

**5.1****Definitions.**As used in this Section, whether
capitalized or not:

(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. (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)Disinterested Director means a director of the Corporation
who is not and was not a party to the matter in respect of which indemnification
is sought by the Indemnitee. (e)Expenses include
counsel fees. (f)Indemnitee means an
individual who possesses indemnification rights pursuant to the Articles ofIncorporation, these bylaws, or other corporate
action authorized by these bylaws. It also includes the heirs, executors, and
other successors in interest of the above individuals. (g)Independent Counsel means a law firm, or member of a law
firm, or an independent practitioner, that is experienced in matters of
corporation law and shall include any person who, under the applicable standards
of professional conduct then prevailing, would not have a conflict of interest
in representing either the corporation or the Indemnitee in an action to
determine the Indemnitees rights under these bylaws. (h)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. (i)Officer means an individual who is or was an officer of the
corporation or an individual who, while an officer 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. Officer includes,
unless the context requires otherwise, the estate or personal representative of
an officer. (j)Party includes an individual who was, is, or is threatened
to be named a defendant or respondent in a proceeding. (k)Proceeding means any threatened, pending, or completed
action, suit, or proceeding whether civil, criminal, administrative, or
investigative and whether formal or informal.


5.2Directors and Officers.The corporation will indemnify its directors and officers to the full
extent permitted by the Act. For the avoidance of doubt, such indemnification
shall include the obligation of the corporation, subject to section 5.4(a)
below, to such directors and officers to pay the expenses of such directors and
officers in connection with a Proceeding, promptly as incurred and in advance of
the conclusion of the Proceeding. 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


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(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 with any such person.

5.3Employees and Agents.The corporation may, by action of the board of
directors, grant rights to indemnification and advancement of expenses to any
current or former employees and agents of the corporation within the same scope
and effect allowed by the provisions of this Section with respect to the
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, provided that the failure of an Indemnitee to so notify the
corporation shall not relieve the corporation of its obligations in respect of
such Indemnitee hereunder except to the extent that the corporation shows that
it has been actually prejudiced by such failure. 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 with 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, conditioned or delayed.


The
corporation will not be entitled to assume the defense of any proceeding brought
by or on behalf of the corporation or as to which Indemnitee has reasonably
concluded that a conflict of interest exists or is likely to arise 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; or 2.Indemnitee reasonably concludes that a conflict of interest may exist
between the corporation and the Indemnitee in the conduct of the
defense; 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 of directors an Indemnification Statement, consisting of: 1.A sworn statement
requesting indemnification; and 2.Any evidence that the Board may reasonably request of all amounts for
which indemnification is requested.


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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 by
reason of not having met the standard of conduct required to be eligible
therefor 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.

Upon submission of an Indemnification Statement, a
determination, if required by applicable law, with respect to the Indemnitees
entitlement thereto shall be made as follows: (1) if requested by the
Indemnitee, by Independent Counsel, or (2) if no request is made by the
Indemnitee for a determination by Independent Counsel, (i) by the board of
directors by a majority vote of a quorum consisting of Disinterested Directors,
or (ii) if a quorum of the board of directors consisting of Disinterested
Directors is not obtainable, or even if obtainable, such quorum of Disinterested
Directors so directs, by either (a) a majority vote of a committee duly
designated by the board of directors consisting solely of two or more
Disinterest Directors, or (b) Independent Counsel in a written opinion to the
board of directors, a copy of which shall be delivered to Indemnitee. In the
event the determination of entitlement to indemnification is to be made by
Independent Counsel at the request of the Indemnitee, the Independent Counsel
shall be selected by the board of directors or a duly designated committee under
clause (2)(ii)(a) of the preceding sentence.

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)Effect of Determination.If a determination shall have been made pursuant
to paragraph (b) of this Section 5.4 that the Indemnitee is entitled to
indemnification, the corporation shall be bound by such determination in any
judicial proceeding commenced pursuant to paragraph (d) of Section 5.5 of these
bylaws. (d)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.If the Act requires, a
written undertaking, constituting an unlimited general obligation of theIndemnitee, to repay the advance if it is
ultimately determined that the Indemnitee did not meet the required standard of
conduct.
 (e) 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.


**5.5****Contract and Related
Rights.**

(a)Contract Rights.The
right of an Indemnitee to indemnification and advancement of expenses conferred
in these bylaws is a contract right that vests at the time of such persons
service to or at the request of the corporation on which the Indemnitee will be
presumed to have relied in determining to serve or continue to serve in his or
her 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 diminish or adversely affect any right or protection of
any current or former Indemnitee with respect to any acts or omissions of the
Indemnitee occurring or alleged to have occurred prior to the amendment or
repeal. The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in these
bylaws (i) shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the articles of
incorporation, agreement, vote of stockholders or Disinterested Directors or
otherwise and (ii) cannot be terminated or diminished by the Corporation, the
board of directors or the stockholders of the corporation with respect to a
persons service or capacity prior to the date of such purported termination or
diminishment. (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


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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. It shall be a defense to any
such action that the Indemnitee has not met the standard of conduct which makes
it permissible under the Act for the corporation to indemnify the Indemnitee for
the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither (1) the failure of the corporation (including its
board of directors or Independent 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 or
Independent 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. (e)**No Assertion of Invalidity of
Bylaws****.**The corporation shall be precluded from asserting
in any judicial proceeding commenced pursuant to paragraph (d) of this Section
5.5 that the procedures and presumptions of these bylaws are not valid, binding
and enforceable and shall stipulate in such proceeding that the corporation is
bound by all provisions of these bylaws.


5.6Exceptions.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:

(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.


5.7Service for Other Entities.The indemnification and advancement of Expenses provided under this
Section will apply to directors and officers and, to the extent rights to
indemnification are granted under Section 5.3 above, 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, regardless of
whether there is alleged in any Proceeding action in an official capacity as a
director, officer, employee, or agent or in any other capacity while serving as
a director, officer, employee or agent. 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.

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SECTION 6Stock

**6.1Certificate 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.


6.2Transfer.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
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.

6.3Shareholders 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.

6.4Loss 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.

6.5Record 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.

6.6Regulations.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 7Books and
Records

7.1Records 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.

7.2Reliance 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.

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SECTION 8Corporate 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
9Amendments

**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.


**9.2Amendment 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.

**9.3Amendments 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.


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.

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