**Exhibit 3.4****BYLAWS****OF****FISHER COMMUNICATIONS, INC.**(Incorporated Under the Laws of the State of Washington)Amended as of October 26, 2006ARTICLE IREGISTERED OFFICE     The location and post office address of the registered office of the corporation shall be 100Fourth Avenue North, Suite 510, Seattle, Washington 98109.ARTICLE IISTOCKHOLDERS’ MEETINGS     1. Annual Meeting. The annual meeting of the stockholders of the corporation for theelection of Directors to succeed those whose terms expire and for the transaction of such otherbusiness as may properly come before the meeting shall be held each year at the principal place ofbusiness of the corporation (unless a different place within or without the State of Washington isspecified in the notice of the meeting), on a day in the last two weeks of April to be set by theDirectors, at 10:00 o’clock in the forenoon unless otherwise stated in the notice of meeting. Inthe event of failure to hold an election of Directors at the annual meeting of the stockholders orin the event the annual meeting of the stockholders shall be omitted by oversight or otherwise, ameeting of the stockholders may be held at a later date for the election of Directors and for thetransaction of such other business as may properly come before the meeting. Any election held orother business transacted at any such later meeting shall be as valid as if done or transacted atthe annual meeting of the stockholders. Any such later meeting shall be called in the same manneras a special meeting of the stockholders and notice of the time, place and purpose thereof shall begiven in the same manner as notice of a special meeting of the stockholders.     2. Special Meetings. Special meetings of the stockholders for any purpose or purposesmay be called at any time by the Board of Directors to be held at such time and place as the Boardmay prescribe. At any time, upon the request of the Chairman of the Board, the President, or ofany three (3) Directors, or of any stockholder or stockholders holding in the aggregate at leasttwenty percent (20%) of the voting power of all stockholders, it shall be the duty of the Secretaryto call a special meeting of the stockholders to be held at such place and at such time as theSecretary may fix, not less than ten (10) nor more than sixty (60) days after the receipt of saidrequest, and if the Secretary shall neglect or refuse to issue such call, the Directors orstockholders making the request may do so.
 

 
     3. Notices of Meetings. Written notice stating the place, day and hour of the meetingand, in case of a special meeting, the purpose or purposes for which the meeting is called, shallbe delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting,unless a purpose of the meeting is to act on an amendment to the Articles of Incorporation, a planof merger or share exchange, a proposed sale of all or substantially all of the assets of thecorporation, or the dissolution of the corporation, in which case notice will be delivered not lessthan twenty (20) nor more than sixty (60) days before the date of the meeting. Notice of anyshareholders’ meeting will be delivered either personally or by mail, by or at the direction of theChairman of the Board, the President, the Secretary, or the person or persons calling the meeting,to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall bedeemed to be delivered when deposited in the United States mail addressed to the stockholder at hisaddress as it appears in the stockholder address records of the corporation, with postage thereonprepaid.     4. Waiver of Notice. Notice of any stockholders’ meeting may be waived in writing byany stockholder at any time, either before or after any such meeting, and shall be deemed waived bythe presence of such stockholder at the meeting unless such stockholder (a) shall have made hiswritten objection to the transaction of business at such meeting for the reason that it is notlawfully called or convened, and (b) shall, at or prior to the commencement of such meeting,deliver such written objection to the chairman of the meeting or other officer of the corporationpresent at such meeting.     5. Adjourned Meetings. An adjournment or adjournments of any stockholders’ meetingmay be taken until such time and place as those present may determine without new notice beinggiven, whether by reason of the failure of a quorum to attend or otherwise; but any meeting atwhich Directors are to be elected shall be adjourned only from day to day until such Directors areelected. If a new record date for the adjourned meeting is or must be fixed, however, notice ofthe adjourned meeting must be given to persons who are stockholders as of the new record date.     6. Quorum of Stockholders. A majority of the shares entitled to vote, represented inperson or by proxy, shall constitute a quorum at a meeting of stockholders. If a quorum ispresent, the affirmative vote of a majority of the shares represented at the meeting and entitledto vote on the subject matter under consideration shall be the act of the stockholders, unless thevote of a greater number is required by law or by the Articles of Incorporation.     7. Voting of Shares. Each outstanding share shall be entitled to one vote on eachmatter submitted, except in the case of election of Directors as provided in this section. Allvoting at stockholders’ meetings shall be by voice vote, unless any qualified voter or votersholding a minimum of one percent (1%) of the outstanding shares of voting stock shall demand a voteby ballot. A stockholder may vote either in person or by proxy executed in writing by thestockholder or his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11)months from the date of its execution, unless otherwise provided in such proxy. At each electionfor Directors, every stockholder entitled to vote at such election shall have the right to vote inperson or by proxy the number of shares owned by him for as many persons as there are Directors tobe elected and for whose election he has a right to vote, or to cumulate his votes by giving onecandidate as many votes as the number of such Directors multiplied by the number of his sharesshall equal, or by distributing such votes on the same principle among any number of suchcandidates.
-2-

 
     8. Business and Nominations at Shareholders’ Meetings.(a) Nominations of persons for election to the Board of Directors and the proposal ofbusiness to be transacted by the shareholders may be made at an annual meeting ofshareholders (i) pursuant to the corporation’s notice with respect to such meeting, (ii) byor at the direction of the Board of Directors or (iii) by any shareholder of record of thecorporation who was a shareholder of record at the time of the giving of the notice providedfor in the following paragraph, who is entitled to vote at the meeting and who has compliedwith the notice procedures set forth in this section.(b) For nominations or other business to be properly brought before an annual meeting by ashareholder pursuant to clause (iii) of the foregoing paragraph, (1) the shareholder musthave given timely notice thereof in writing to the Secretary of the corporation, (2) suchbusiness must be a proper matter for shareholder action under the Washington BusinessCorporation Act, (3) if the shareholder, or the beneficial owner on whose behalf any suchproposal or nomination is made, has provided the corporation with a Solicitation Notice, asthat term is defined in this paragraph, such shareholder or beneficial owner must, in thecase of a proposal, have delivered a proxy statement and form of proxy to holders of atleast the percentage of the corporation’s voting shares required under applicable law tocarry any such proposal, or, in the case of a nomination or nominations, have delivered aproxy statement and form of proxy to holders of a percentage of the corporation’s votingshares reasonably believed by such shareholder or beneficial holder to be sufficient toelect the nominee or nominees proposed to be nominated by such shareholder, and must, ineither case, have included in such materials the Solicitation Notice and (4) if noSolicitation Notice relating thereto has been timely provided pursuant to this Section 8 ofArticle II, the shareholder or beneficial owner proposing such business or nomination mustnot have solicited a number of proxies sufficient to have required the delivery of such aSolicitation Notice under this Section 8 of Article II. To be timely, a shareholder’snotice shall be delivered to the Secretary at the principal executive offices of thecorporation not less than 90 days or more than 120 days prior to the first anniversary (the“Anniversary”) of the date on which the corporation first mailed its proxy materials for thepreceding year’s annual meeting of shareholders; provided, however, that if the date of theannual meeting is advanced more than 30 days prior to, or delayed by more than 30 daysafter, the anniversary of the preceding year’s annual meeting, notice by the shareholder tobe timely must be so delivered not earlier than the close of business on the120th day prior to the date of the annual meeting and not later than the close ofbusiness on the later of (i) the 90th day prior to the date of the annual meeting or (ii)the 10th day following the day on which public announcement of the date of such meeting isfirst made. Such shareholder’s notice shall set forth (a) as to each person whom theshareholder proposes to nominate for election or reelection as a director all informationrelating to such person as would be required to be disclosed in solicitations of proxies forthe election of such nominees as directors pursuant to Regulation 14A under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consent toserve as a director if elected; (b) as to any other business that the shareholder proposesto bring before the meeting, a brief description of such business, the reasons forconducting such business at the meeting and any material interest in such business of suchshareholder and the beneficial owner, if any, on whose behalf the proposal is
-3-

 
made; (c) asto the shareholder givingthe notice and the beneficial owner, if any, on whose behalf the nomination or proposal ismade (i) the name and address of such shareholder, as they appear on the corporation’sbooks, and of such beneficial owner, (ii) the class and number of shares of the corporationthat are owned beneficially and of record by such shareholder and such beneficial owner, and(iii) whether either such shareholder or beneficial owner intends to deliver a proxystatement and form of proxy to holders of, in the case of a proposal, at least thepercentage of the corporation’s voting shares required under applicable law to carry theproposal or, in the case of a nomination or nominations, a sufficient number of holders ofthe corporation’s voting shares to elect such nominee or nominees (an affirmative statementof such intent, a “Solicitation Notice”).(c) Notwithstanding anything in the second sentence of the second paragraph of this Section8 of Article II to the contrary, in the event that the number of directors to be elected tothe Board is increased and there is no public announcement naming all of the nominees fordirector or specifying the size of the increased Board of Directors made by the corporationat least 100 days prior to the Anniversary, a shareholder’s notice required by this Section8 of Article II shall also be considered timely, but only with respect to nominees for anynew positions created by such increase, if it shall be delivered to the Secretary at theprincipal executive offices of the corporation not later than the close of business on the10th day following the day on which such public announcement is first made by thecorporation.(d) Only persons nominated in accordance with the procedures set forth in this Section 8 ofArticle II shall be eligible to serve as directors and only such business shall be conductedat an annual meeting of shareholders as shall have been brought before the meeting inaccordance with the procedures set forth in this Section 8 of Article II. The chair of themeeting shall have the power and the duty to determine whether a nomination or any businessproposed to be brought before the meeting has been made in accordance with the proceduresset forth in these Bylaws and, if any proposed nomination or business is not in compliancewith these Bylaws, to declare that such defective proposed business or nomination shall notbe presented for shareholder action at the meeting and shall be disregarded.(e) Only such business shall be conducted at a special meeting of shareholders as shall havebeen brought before the meeting pursuant to the corporation’s notice of meeting.Nominations of persons for election to the Board of Directors may be made at a specialmeeting of shareholders at which directors are to be elected pursuant to the corporation’snotice of meeting (i) by or at the direction of the Board or (ii) by any shareholder ofrecord of the corporation who is a shareholder of record at the time of giving of noticeprovided for in this paragraph, who shall be entitled to vote at the meeting and whocomplies with the notice procedures set forth in this Section 8 of Article II. Nominationsby shareholders of persons for election to the Board of Directors may be made at such aspecial meeting of shareholders if the shareholder’s notice required by the second paragraphof this Section 8 of Article II shall be delivered to the Secretary at the principalexecutive offices of the corporation not earlier than the close of business on the120th day prior to the date of such special meeting and not later than the closeof business on the later of the 90th day prior to the date of such special meeting or the10th day following the day on which public announcement is first made of the date of thespecial meeting and of the nominees proposed by the Board to be elected at such meeting.
-4-

 
(f) For purposes of this section, “public announcement” shall mean disclosure in a pressrelease reported by the Dow Jones News Service, Associated Press or a comparable nationalnews service or in a document publicly filed by the corporation with the Securities andExchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.(g) Notwithstanding the foregoing provisions of this Section 8 of Article II, a shareholdershall also comply with all applicable requirements of the Exchange Act and the rules andregulations thereunder with respect to matters set forth in this Section 8 of Article II.Nothing in this Section 8 of Article II shall be deemed to affect any rights of shareholdersto request inclusion of proposals in the corporation’s proxy statement pursuant to Rule14a-8 under the Exchange Act.ARTICLE IIIBOARD OF DIRECTORS     1. Number and Qualifications. The business and affairs of the corporation shall bemanaged by a board of twelve (12) Directors who need not be stockholders of the corporation norresidents of the State of Washington.     2. Election — Term of Office. The Board of Directors shall be divided into threeclasses: Class 1, Class 2, and Class 3. Each such Class shall consist, as nearly as possible, ofone-third of the total number of directors constituting the entire Board of Directors. In no eventshall a Class be comprised of fewer than 3 directors. Each director shall serve for a term endingon the date of the third annual meeting of shareholders following the annual meeting at which suchdirector was elected; provided, however, that each initial director in Class 1shall hold office until the annual meeting of shareholders in 1997; each initial director in Class2 shall hold office until the annual meeting of shareholders in 1998; and each initial director inClass 3 shall hold office until the annual meeting of shareholders in 1999; and in each case untiltheir successors are duly elected and have qualified or until their earlier resignation, removalfrom office or death. In the event of an increase or decrease in the authorized number ofdirectors, (a) each director then serving as such shall nevertheless continue as a director of theClass in which he or she is a member until the expiration of his or her current term, or his or herearlier resignation, removal from office or death, and (b) the newly created or eliminateddirectorships resulting from such increase or decrease shall be apportioned by the Board ofDirectors among the three Classes of Directors so as to maintain such classes as nearly equal aspossible.     3. Vacancies. Except as otherwise provided by law, vacancies in the Board ofDirectors, whether caused by resignation, death or otherwise, may be filled by a majority of theremaining Directors attending any regular meeting of the Board of Directors, or any special meetingif the notice of such special meeting indicates that filling such vacancy is a purpose of themeeting. A Director thus elected to fill in a vacancy shall hold office during the unexpired termof his predecessor and until his successor is elected and qualified.     4. Annual Meeting. The first meeting of each newly elected Board of Directors shallbe known as the annual meeting thereof and shall be held immediately after and at the same place asthe annual stockholders’ meeting or any later stockholders’ meeting at which a Board of Directorsis elected.
-5-

 
     5. Chairman of the Board. At its annual meeting, the Board of Directors shall elect aChairman of the Board. The Chairman of the Board shall preside at all meetings of thestockholders, the Directors, and the Executive Committee, and shall perform such other duties asmay from time to time be assigned by the Board or the Executive Committee.     6. Regular Meetings. Regular Meetings of the Board of Directors shall be held on suchdates and at such times and places as the Board of Directors by resolution may decide.     7. Special Meetings. Special meetings of the Board of Directors may be held at anytime or at any place whenever called by the Chairman of the Board, the President or by theSecretary at the request of any three (3) or more Directors.     8. Place of Meetings. Any meeting of the Board of Directors may be held within orwithout the State of Washington.     9. Notice of Meetings. Notice of the annual meeting of the Board of Directors shallnot be required. Notice of the time and place of all other meetings of the Board of Directorsshall be given by the Chairman of the Board, the President, the Secretary or any person or personscalling the meeting by mail, radio, telegram or personal communication over the telephone orotherwise, at least three (3) days prior to the day upon which the meeting is to be held; provided,that no notice need be given if the time and place thereof shall have been fixed by resolution ofthe Board of Directors and a copy of such resolution has been mailed to every Director at leastthree (3) days before the first of any meeting or meetings held in pursuance thereof.     10. Waiver of Notice. Notice of any meeting of the Board of Directors need not begiven to any Director if such notice is waived in a writing signed by the Director, whether beforeor after such meeting is held, and delivered to the corporation for inclusion in the minutes orfiling with the corporate records. Notice of any meeting shall be deemed waived by the presence ofa Director at the meeting unless such Director (a) at the beginning of the meeting or promptly uponthe Director’s arrival, shall have made his written objection to the holding of the meeting or thetransaction of business at the meeting, and (b) does not thereafter vote for or assent to actiontaken at the meeting. Any meeting of the Board shall be a legal meeting without any notice thereofhaving been given if all of the Directors are either present, other than for the sole purpose justdescribed, or waive notice thereof.     11. Directors’ Fees. Each Director shall receive a fee, as set by the Board ofDirectors from time to time, for services rendered at each regular or special meeting of the Boardof Directors or meeting of a committee thereof and, in addition, shall be reimbursed for expensesof travel and lodging reasonably incurred in attending any such meeting. In addition to theforegoing, each outside Director shall receive an annual retainer fee as set by the Directors. Anoutside Director is a Director who is not a salaried officer or employee of this corporation or anyof its subsidiaries. Nothing in this section shall be construed to preclude a Director fromserving the corporation in any other capacity and receiving compensation therefor. If there aresimultaneous Board Meetings of Fisher companies, and a Director of Fisher Communications, Inc. is aDirector of one or more of the other companiesinvolved, he will receive only one fee for the meeting, namely his fee as Director of FisherCommunications, Inc.
-6-

 
     12. Quorum of Directors. A majority of the number of Directors fixed by these Bylawsshall constitute a quorum for the transaction of business, but a less number may adjourn anymeeting from time to time and the same may be held without further notice. When a quorum ispresent at any meeting, a majority vote of the members in attendance shall decide any questionbrought before such meeting, except that no sale or exchange of unissued stock shall be madewithout the affirmative vote of three-fourths (3/4) of the entire Board of Directors declaring thatthe sale or exchange of such stock is necessary for a specific business purpose of the corporationother than the acquisition of additional capital funds in cash. The act of a majority of theDirectors present at a meeting at which a quorum is present shall be the act of the Board ofDirectors.ARTICLE IVCOMMITTEES     1. Designation of Committees. The Board of Directors of this corporation may, byresolution adopted at any regular or special meeting of such Board, designate from among itsmembers one or more committees each of which shall have two or more members and, to the extentprovided in this Article IV or in such resolution, shall have and may exercise all of the authorityof the Board of Directors, but no such committee shall have the authority of the Board of Directorsin reference to: amending the Articles of Incorporation or the Bylaws of the corporation, adoptinga plan of merger or consolidation, recommending to the shareholders, the sale, lease, exchange orother disposition of all or substantially all the property and assets of the corporation other thanin the usual and regular course of its business, or recommending to the shareholders a voluntarydissolution of the corporation or a revocation thereof. The designation of any such committee bythe Board of Directors and the delegation thereto of authority shall not operate to relieve theBoard of Directors, or any of its members, of any responsibility imposed by law.     2. Executive Committee.          (a) Membership. The Executive Committee shall be comprised of the Chairman of theBoard and three (3) other Directors elected by the Board of the Directors. Members of theExecutive Committee shall be elected by the Board of Directors at each annual meeting, to holdoffice until their successors are elected and qualified. The Chairman of the Board shall bechairman of the Committee unless the Board designates some other member of the Committee as itschairman. Each member of the Committee shall continue as a member of the Committee at the pleasureof the Board.          (b) Vacancies. Vacancies on the Committee arising from any cause may be filled by theBoard of Directors at any regular or special meeting.          (c) Powers and Duties. The Executive Committee shall have and may exercise all of theauthority of the Board of Directors. The Executive Committee shall specifically have the power andduty to vote the stock of fully and partially owned subsidiary companies, which power and duty ofthe Executive Committee shall include authority to make all determinations and decisions withrespect thereto. All actions of the Executive Committee shall be recorded in minutes of itsmeetings and shall be reported to the Board of Directors at its meeting next succeeding any suchaction andshall be
-7-

 
subject to revision or alteration by the Board, except that existing rights of thirdparties shall not be affected thereby.          (d) Rules of Procedure. The Executive Committee shall fix its own rules of procedureand shall meet where and as provided by such rules. Special meetings of the Committee may becalled at any time by the President, the chairman of the Committee if not the President, or any two(2) members. At all meetings of the Committee, the presence of at least three (3) members shall benecessary to constitute a quorum. The affirmative vote of a majority of the members present shallbe necessary and sufficient for the adoption of any resolutions.     3. Compensation Committee.          (a) Membership. The Compensation Committee shall consist of not less than four (4)Directors of the corporation elected by the Board of Directors, none of whom shall be an employeeof the corporation or of any of its subsidiaries. Each member of the Committee shall continue as amember of the Committee at the pleasure of the Board.          (b) Vacancies. Vacancies on the Committee arising from any cause may be filled by theBoard of Directors at any regular or special meeting.          (c) Powers and Duties. The Compensation Committee shall: (1) Review and establish the salary of officers andselected other key management employees of the corporation and itssubsidiaries;  (2) Review and establish all cash bonuses under andpursuant to the Management Incentive Plans of the corporation and itssubsidiaries;  (3) Review and recommend changes in compensation formembers of the corporation’s Board of Directors and its Chairman;  (4) Administer the Fisher Communications IncentivePlans and review and establish all stock options and stock rights to begranted to officers and selected other key management employees of thecorporation and its subsidiaries, pursuant to such Plans;  (5) Authorize the enrollment of selected managementemployees of the corporation and its subsidiaries as new participants inthe supplemental pension plans;  (6) Recommend to the Board any additionalcompensation or employee benefit programs of a substantial nature andchanges to existing programs of the corporation or its subsidiaries;
-8-

 
 (7) On behalf of the Board, administer the Fisher 401(k) Retirement Plan(“Plan”) which includes without limitation interpreting the terms ofthe Plan, approving and adopting Plan amendments, approving andexecuting governmental filings, appointing and removing the Trustee ofthe Plan, selecting and entering into agreements with any advisors,consultants, record keepers or other agents that provide services withrespect to the Plan and delegating administrative duties andresponsibilities to one or more parties, provided that: (a) the Compensation Committee shallobtain Board approval prior to taking any action with respect tothe Plan that the Committee determines i) is not required by lawor the existing terms of the Plan and ii) may have a significanteffect on the Company or Plan participants; and  (b) the Compensation Committee may takeother actions with respect to the Plan without prior Boardapproval, as long as the Compensation Committee reports all ofits actions to the Board, the Board retroactively ratifies suchactions and the Committee keeps the Board apprised of allinformation necessary for the Board to fulfill its fiduciaryresponsibilities with respect to the Plan. (8) Record all actions of the Committee in minutes ofits meetings; and  (9) Report to the Board compensation actions of theCommittee prior to their effective date.          (d) Rules of Procedure. The Compensation Committee shall fix its own rules ofprocedure and shall meet where and as provided by such rules. Special meetings of the Committeemay be called at any time by the chairman of the Committee or any two (2) members. At all meetingsof the Committee, the presence of at least three (3) members shall be necessary to constitute aquorum. The affirmative vote of a majority of the members present shall be necessary andsufficient for the adoption of any resolution.     4. Audit Committee.          (a) Membership. The Membership of the Audit Committee shall be determined inaccordance with the Audit Committee Charter.          (b) Vacancies. Vacancies on the Committee arising from any cause may be filled by theBoard of Directors at any regular or special meeting.          (c) Powers and Duties. The Audit Committee shall have the powers, responsibilitiesand duties as set forth in the Audit Committee Charter.
-9-

 
          (d) Rules of Procedure. The Audit Committee shall fix its own rules of procedure andshall meet where and as provided by such rules. Special meetings of the Committee may be called atany time by the chairman of the Committee or any two (2) members. At all meetings of theCommittee, the presence of at least three (3) members shall be necessary to constitute a quorum.The affirmative vote of a majority of the members present shall be necessary and sufficient for theadoption of any resolution.     5. Nominating and Corporate Governance Committee.          (a) Membership. The Nominating and Corporate Governance Committee shall consist ofnot less than five (5) Directors of the corporation elected by the Board of Directors, none of whomshall be an employee of the corporation or of any of its subsidiaries. Each member of theNominating and Corporate Governance Committee shall continue as a member of the Nominating andCorporate Governance Committee at the pleasure of the Board.          (b) Vacancies. Vacancies on the Nominating and Corporate Governance Committeearising from any cause may be filled by the Board of Directors at any regular or special meeting.          (c) Powers and Duties. The Nominating and Corporate Governance Committee shall havethe powers, responsibilities and duties as set forth in the Nominating and Corporate GovernanceCommittee Charter.          (d) Rules of Procedure. The Nominating and Corporate Governance Committee shall fixits own rules of procedure and shall meet where and as provided by such rules. Special meetings ofthe Nominating and Corporate Governance Committee may be called at any time by the chairman of theNominating and Corporate Governance Committee or any two (2) members. At all meetings of theNominating and Corporate Governance Committee, the presence of at least three (3) members shall benecessary to constitute a quorum. The affirmative vote of a majority of the members present shallbe necessary and sufficient for the adoption of any resolution.     6. Planning Committee          (a) Membership. The Planning Committee shall consist of the Chairman of the Board andnot less than three (3) other Directors of the corporation elected by the Board of Directors, noneof whom shall be an employee of the corporation or any of its subsidiaries. Each member of theCommittee shall continue as a member at the pleasure of the Board.          (b) Vacancies. Vacancies on the Committee arising from any cause may be filled by theBoard of Directors at any regular or special meeting.          (c) Powers and Duties. The Planning Committee shall: (1) Meet and consult with management from time totime on management’s strategic and operational planning for thecorporation. Any matters requiring approval by the Directors shall bereferred by the Committee tothe Board of Directors.
-10-

 
 (2) Regularly oversee the progress being made bymanagement in its implementation of strategic and operational plans andreport to the Board of Directors the conclusions and recommendations ofthe Committee.          (d) Rules of Procedure. The Planning Committee shall fix its own rules of procedureto carry out its duties and shall meet where and as provided by such rules. Such special meetingsof the Committee may be called at any time by the chairman of the Committee or any two (2) members.At all meetings of the Committee, the presence of at least three (3) members shall be necessary toconstitute a quorum. The affirmative vote of a majority of the members present shall be necessaryand sufficient for the adoption of any resolutions.ARTICLE VOFFICERS     1. Officers Enumerated — Election. The officers of the corporation shall be aPresident, one or more Vice Presidents, a Secretary and a Treasurer, and such assistants to suchofficers as the Board of Directors may determine, all of whom shall be elected by the Board ofDirectors at the annual meeting thereof to hold office for the term of one year and until theirsuccessors are elected and qualified.     2. Qualification. None of the officers of the corporation except the President needbe a Director. Excluding the President, any two of the other corporate offices may be combined inone person.     3. President. The President shall be the chief executive officer of the corporationand, subject to the Board of Directors and the Executive Committee, shall supervise and control thebusiness and affairs of the corporation. In the absence of the Chairman of the Board, thePresident shall preside at meetings of the stockholders.     4. Vice Presidents. Each Vice President shall perform such duties as the Board ofDirectors, the Executive Committee, or the President may from time to time designate or assign. Inthe absence or disability of the President, one of the Vice Presidents, in the order determined bythe order of their election, shall act as President, but a Vice President who is not a Directorcannot succeed to or fill the office of President.          (a) One such Vice President shall be designated Chief Financial Officer and be accountable forthe corporation’s overall financial plans and policies, consistent with the corporation’s FinancialAccounting Charter, and the conduct of the corporation’s relationships with banks and lendinginstitutions, and the financial community. The chief financial officer shall also have charge andcustody of and be responsible for all funds and securities of the corporation. He shall depositall such funds in the name of the corporation in such depositories or invest them in such manner asmay be designated or approved by the Board of Directors, and shall authorize disbursement of thefunds of the corporation in payment of just demands against the corporation.
-11-

 
     5. Secretary. The Secretary shall issue notices of meetings of stockholders andDirectors and shall make and keep minutes of meetings of stockholders and Directors. The Secretaryshall keep and, when proper, affix the seal of the corporation. The Secretary shall keep the stockbook of the corporation, a record of certificates representing shares of stock issued by thecorporation, and a record of transfers of such certificates. The Secretary shall exercise theusual authority pertaining to the office of Secretary, and he shall perform such other duties asthe Board of Directors, the Executive Committee or the President may from time to time designate.     6. Vacancy. Vacancies in any office arising from any cause may be filled by the Boardof Directors at any regular or special meeting.     7. Other Officers and Agents. The Board of Directors may appoint such other officersand agents as it shall deem necessary or expedient. Such other officers shall hold their officesfor terms as provided in Section 1 of this Article V and such other agents shall hold their officesfor such period as shall be determined from time to time by the Board of Directors. Such otherofficers and agents shall exercise such authority and perform such duties as the Board ofDirectors, Executive Committee or President may prescribe, which authority and duties may include,in the case of the other officers, one or more of the duties of the named officers of thecorporation.     8. Removal of Officers. Any officer or agent may be removed by the Board of Directorswhenever in its judgment the best interest of the corporation will be served thereby, but suchremoval shall be without prejudice to the contract rights, if any, of the person so removed.Election or appointment of an officer or agent shall not of itself create contract rights.     9. Salaries. Salaries of all officers and agents of the corporation appointed by theBoard of Directors shall be fixed by the Board of Directors.ARTICLE VISTOCK     1. Certificate of Stock. Certificates of stock shall be issued in numerical order andeach stockholder shall be entitled to a certificate signed by the President or Vice President andthe Secretary or an Assistant Secretary and sealed with the corporate seal. Every certificate ofstock shall state (1) the name of the corporation and that it is incorporated under the laws of theState of Washington, (2) the name of the registered holder of the shares represented thereby, and(3) the number and class of shares the certificate represents.     2. Transfers. Shares of stock may be transferred by delivery of the certificatestherefor accompanied either by an assignment in writing on the back of the certificate or by aseparate written assignment and power of attorney to transfer the same, which in either event issigned by the record holder of the certificate. No transfer shall be valid, except as between theparties thereto, until such transfer shall have been made upon the books of the corporation, asmaintained by the transfer agent, if any. Except as otherwise specifically provided in theseBylaws, no shares of stock shall betransferred
-12-

 
on the books of the corporation until the outstanding certificate or certificatestherefor have been surrendered to the corporation, or to the transfer agent, if any.     3. Stockholders of Record. The corporation, or the transfer agent, if any, shall beentitled to treat the holder of record on the books of the corporation of any share or shares ofstock as the holder in fact thereof for all purposes, including the payment of dividends on suchstock and the right to vote on such stock.     4. Loss or Destruction of Certificates. In case of loss or destruction of anycertificate of stock, another may be issued in its place upon proof of such loss or destruction andupon the giving of a satisfactory bond of indemnity to the corporation. A new certificate may beissued without requiring any bond when, in the judgment of the Board of Directors, or of thetransfer agent, if any, it is proper to do so.     5. Closing of Transfer Books. The Board of Directors may close, or direct thetransfer agent, if any, to close the books of the corporation against transfers of stock of thecorporation for such period as the Directors may from time to time determine, in anticipation ofstockholders’ meetings, the payment of any dividend or distribution, or any change, conversion orexchange of shares of the corporation.     6. Regulations. The Board of Directors shall have the power and authority to make allsuch rules and regulations as it may deem expedient, or may delegate to a transfer agent, if any,such power and authority to make such rules and regulations concerning the issue, transfer,conversion and registration of certificates for shares of the stock of the corporation notinconsistent with these Bylaws, the Articles of Incorporation, or the laws of the State ofWashington.ARTICLE VIIBOOKS AND RECORDS     1. Records of Corporate Meetings and Share Register. The corporation shall keepeither at its principal place of business or at its registered office (a) complete records of allof the proceedings of the Board of Directors and stockholders, and (b) a share register giving thenames of the stockholders in alphabetical order and showing their respective addresses, the numberof shares held by each and the dates upon which they acquired the same; provided, however, suchshare register may be maintained by the transfer agent of the corporation, if any.     2. Copies of Resolutions. Any person dealing with the corporation may rely upon acopy of any of the records of the proceedings, resolutions or votes of the Board of Directors orstockholders when certified by the President, a Vice President, the Secretary or anAssistant-Secretary.
-13-

 
ARTICLE VIIICORPORATE SEAL     The corporate seal of the corporation shall consist of a flat-faced circular die producing inraised form, words, letters and figures, the design of which shall conform to the impression whichappears upon this page opposite to this Bylaw.ARTICLE IXINDEMNIFICATION     1. Definitions. As used in this Article IX and, if applicable, Article V of thecorporation’s Articles of Incorporation:          (a) The term “egregious conduct” by a person shall mean acts or omissions that involveintentional misconduct or a knowing violation of law, conduct violating Section 23B.08.310, asamended, of the Revised Code of Washington, or participation in any transaction from which theperson personally received a benefit in money, property, or services to which the person is notlegally entitled.          (b) The term “finally adjudged” shall mean stated in a final judgment based on clear andconvincing evidence by a court having jurisdiction, from which there is no further right to appeal.          (c) The term “director” shall mean any person who is a director of the corporation or asubsidiary corporation and any person who, while a director of the corporation or a subsidiarycorporation, is serving at the request of the corporation as a director, officer, manager, partner,trustee, employee, or agent of another foreign or domestic corporation, limited liability company,partnership, joint venture, trust, or other enterprise, or is a fiduciary or party in interest inrelation to any employee benefit plan maintained by the corporation or any subsidiary corporation;and “conduct as a director” shall include conduct while such a person is or was acting in any ofsuch capacities.          (d) The term “officer-director” shall mean any person who is simultaneously both an officerand director of the corporation, or an officer and director of a subsidiary corporation, and anyperson who, while simultaneously both an officer and director of the corporation, or a subsidiarycorporation, is serving at the request of the corporation as a director, officer, manager, partner,trustee, employee, or agent of another foreign or domestic corporation, limited liability company,partnership, joint venture, trust, or other enterprise, or is a fiduciary or party in interest inrelation to any employee benefit plan maintained by the corporation or any subsidiary corporation;and “conduct as an officer-director” shall include conduct while such a person is or was acting asan officer of the corporation or a subsidiary corporation or in any of such capacities.          (e) The term “subsidiary corporation” shall mean any corporation or limited liability companyat least 51 percent of the voting interests of which is held beneficially by the corporation.
-14-

 
          (f) No person shall be deemed to be serving at the request of the corporation unless the Boardof Directors has expressly stated so in a duly adopted resolution.     2. Indemnification — Generally. The corporation shall indemnify any person who is, oris threatened to be made, a party to any action, suit, or proceeding, whether civil, criminal,administrative, or investigative, and whether formal or informal, and whether by or in the right ofthe corporation or its stockholders or by any other party, by reason of the fact that the person isor was a director or officer-director against judgments, penalties or penalty taxes, fines,settlements (even if paid or payable to the corporation or its stockholders or to a subsidiarycorporation) and reasonable expenses, including attorneys’ fees, actually incurred in connectionwith such action, suit or proceeding unless the liability and expenses were on account of conductfinally adjudged to be egregious conduct. The reasonable expenses, including attorneys’ fees, ofsuch person incurred in connection with such action, suit or proceeding shall be paid or reimbursedby the corporation, upon request of such person, in advance of the final disposition of suchaction, suit or proceeding upon receipt by the corporation of a written, unsecured promise by theperson to repay such amount if it shall be finally adjudged that the person is not eligible forindemnification. All expenses incurred by such person in connection with such action, suit orproceeding shall be considered reasonable.     3. No Determination. Except as stated in Section 4 of this Article IX, no action bythe board of directors, the stockholders, independent counsel, or any other person or persons shallbe necessary or appropriate to the determination of the corporation’s indemnification obligation inany specific case, to the determination of the reasonableness of any expenses incurred by a personentitled to indemnification under this Article IX or Article V of the corporation’s Articles ofIncorporation, nor to the authorization of indemnification in any specific case.     4. Limitation on Expenses. Notwithstanding Section 3 of this Article IX, thecorporation shall not be obligated to indemnify any person for any expenses, including attorneys’fees, incurred to assert any claim against the corporation or a subsidiary corporation (except aclaim based on Section 6 of this Article IX) or against any person related to or associated withthe corporation or a subsidiary corporation.     5. Submission of Claim; Presumption. If a claim under this Article IX or Article V ofthe corporation’s Articles of Incorporation is not paid in full by the corporation within 60 daysafter a written claim has been received by the corporation, except in the case of a claim forexpenses incurred in defending an action, suit or proceeding in advance of its final disposition,in which case the applicable period shall be 20 days, the claimant may at any time thereafter bringsuit against the corporation to recover the unpaid amount of the claim and, to the extentsuccessful in whole or in part, the claimant shall be entitled to be paid also the expense ofprosecuting such claim. The claimant shall be presumed to be entitled to indemnification underArticle V of the corporation’s Articles of Incorporation and this Article IX upon submission of awritten claim (and, in an action brought to enforce a claim for expenses incurred in defending anyaction, suit or proceeding in advance of its final disposition, where the required undertaking hasbeen tendered to the corporation), and thereafter the corporation shall have the burden of provingthat the claimant is not so entitled. The claimant is entitled to indemnification even if thecorporation (including its Board of Directors, independent legal counsel or its stockholders)failed to determine prior to the commencement of such action thatindemnification or reimbursement or advancement of expenses to the claimant is proper in the
-15-

 
circumstances or even if the corporation (including its Board of Directors, independent legalcounsel or its stockholders) actually determined that the claimant is not entitled toindemnification or to the reimbursement or advancement of expenses.     6. Enforcement Expenses. The corporation shall indemnify any person grantedindemnification rights under this Article IX or Article V of the corporation’s Articles ofIncorporation against any reasonable expenses incurred by the person to enforce such rights.     7. Set-Off. Any person granted indemnification rights under this Article IX orArticle V of the corporation’s Articles of Incorporation may directly assert such rights in set-offof any claim raised against the person by or in the right of the corporation and shall be entitledto have the same tribunal that adjudicates the corporation’s claim adjudicate the person’sentitlement to indemnification by the corporation.     8. Rights Not Exclusive. The right to indemnification and the payment of expensesincurred in defending an action, suit or proceeding in advance of its final disposition conferredby this Article IX and Article V of the corporation’s Articles of Incorporation shall not beexclusive of any other right that any person may have or hereafter acquire under any statute,provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders ordisinterested directors or otherwise.     9. Officers, Employees and Agents. As provided by the Washington Business CorporationAct, as amended from time to time, the corporation may by action of its Board of Directors provideindemnification and pay expenses in advance of the final disposition of an action, suit orproceeding to officers, employees and agents of the corporation or a subsidiary corporation withthe same scope and effect as the provisions of this Article IX and Article V of the corporation’sArticles of Incorporation with respect to the indemnification and advancement of expenses ofdirectors and officer-directors.     10. Cessation of Service. The indemnification rights provided in this Article IX andArticle V of the corporation’s Articles of Incorporation shall continue as to a person who hasceased to be a director or officer-director and shall inure to the benefit of the heirs, executors,and administrators of such person.     11. Interpretation. The provisions of this Article IX shall be construed to beadopted in furtherance of, and not in limitation of, Article V of the corporation’s Articles ofIncorporation.     12. Amendment and Repeal. Notwithstanding anything in these Bylaws to the contrary,this Article IX may only be amended by the stockholders in accordance with the statutoryrequirements that would be applicable to such stockholder action if this Article IX were part ofthe corporation’s Articles of Incorporation. No amendment or repeal of this Article IX or ArticleV of the corporation’s Articles of Incorporation shall adversely affect any right or protection ofa director or officer-director or person formerly serving in any of such capacities existing at thetime of such amendment or repeal with respect to acts or omissions occurring prior to suchamendment or repeal.     13. Severability. Each of the substantive provisions of this Article IX and Article Vof thecorporation’s Articles of Incorporation is separate and independent of the others, so that if anyprovision of this Article IX or Article V of the corporation’s Articles of Incorporation shall beheld to
-16-

 
be invalid or unenforceable for any reason, such invalidity or unenforceability shall notaffect the validity or enforceability of any other provisions.ARTICLE XAMENDMENT OF BYLAWS     1. By the Stockholders. These Bylaws may be amended, altered or repealed at anyregular or special meeting of the stockholders if notice of the proposed alteration or amendment iscontained in the notice of the meeting.     2. By the Board of Directors. These Bylaws may be amended, altered or repealed, solong as consistent with the Articles of Incorporation, by the affirmative vote of a majority of theBoard of Directors at any regular or special meeting of the Board if notice of the proposedalteration or amendment is contained or transmitted in the notice of the meeting. Any action ofthe Board of Directors with respect to the amendment, alteration or repeal of these Bylaws ishereby made expressly subject to change or repeal by the stockholders.
-17-