<PAGE>
                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                        REDHOOK ALE BREWERY, INCORPORATED

AMENDED:      OCTOBER 11, 1994       (SECTIONS 1.1, 2.2, 2.3, 2.4)
              MARCH 29, 2000         (SECTION 2.2)
              FEBRUARY 16, 2001      (SECTION 2.2)
              MAY 22, 2001           (SECTIONS 1.1, 1.2, 1.3, 2.3 AND 5.2)
              APRIL 7, 2004          (SECTION 2.2)






<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>      <C>      <C>                                                                                         <C>
ARTICLE I             SHAREHOLDERS..............................................................................1

         1.1      Annual Meeting................................................................................1
                  1.1.1    Business Conducted at Meeting........................................................1
         1.2      Special Meetings..............................................................................3
         1.3      Notice of Meetings............................................................................3
                  1.3.1    Notice of Special Meeting............................................................3
                  1.3.2    Proposed Articles of Amendment, Merger, Exchange, Sale, Lease, or Disposition........4
                  1.3.3    Proposed Dissolution.................................................................4
                  1.3.4    Declaration of Mailing...............................................................4
                  1.3.5    Waiver of Notice.....................................................................4
         1.4      Quorum; Vote Requirement......................................................................4
         1.5      Adjourned Meetings............................................................................5
         1.6      Fixing Record Date............................................................................5
         1.7      Shareholders' List for Meeting................................................................5
         1.8      Ratification..................................................................................6
         1.9      Action by Shareholders Without a Meeting......................................................6
         1.10     Telephonic Meetings...........................................................................6

ARTICLE II            BOARD OF DIRECTORS........................................................................7

         2.1      Responsibility of Board of Directors..........................................................7
         2.2      Number of Directors; Qualification............................................................7
         2.3      Election of Directors; Nominations............................................................7
                  2.3.1    Election; Term of Office.............................................................7
                  2.3.2    Nominations for Directors............................................................7
         2.4      Vacancies.....................................................................................9
         2.5      Removal......................................................................................10
         2.6      Resignation..................................................................................10
         2.7      Annual Meeting...............................................................................10
         2.8      Regular Meetings.............................................................................10
         2.9      Special Meetings.............................................................................10
         2.10     Notice of Meeting............................................................................10
         2.11     Quorum of Directors..........................................................................11
         2.12     Dissent by Directors.........................................................................11
         2.13     Action by Directors Without a Meeting........................................................12
         2.14     Telephonic Meetings..........................................................................12
         2.15     Compensation.................................................................................12
         2.16     Committees...................................................................................12

ARTICLE III           OFFICERS.................................................................................13

         3.1      Appointment..................................................................................13
         3.2      Qualification................................................................................13
         3.3      Officers Enumerated..........................................................................13
</TABLE>


                                       ii
<PAGE>


                         TABLE OF CONTENTS (CONTINUED)


<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>      <C>      <C>                                                                                         <C>
                  3.3.1    Chairman of the Board...............................................................13
                  3.3.2    President...........................................................................14
                  3.3.3    Vice Presidents.....................................................................14
                  3.3.4    Secretary...........................................................................14
                  3.3.5    Treasurer...........................................................................15
         3.4      Delegation...................................................................................15
         3.5      Resignation..................................................................................16
         3.6      Removal......................................................................................16
         3.7      Vacancies....................................................................................16
         3.8      Other Officers and Agents....................................................................16
         3.9      Compensation.................................................................................16
         3.10     General Standards for Officers...............................................................16

ARTICLE IV            CONTRACTS, CHECKS AND DRAFTS.............................................................16

         4.1      Contracts....................................................................................16
         4.2      Checks, Drafts, Etc..........................................................................17
         4.3      Deposits.....................................................................................17

ARTICLE V             STOCK....................................................................................17

         5.1      Issuance of Shares...........................................................................17
         5.2      Certificates of Stock........................................................................17
         5.3      Stock Records................................................................................18
         5.4      Restrictions on Transfer.....................................................................18
         5.5      Transfers....................................................................................18

ARTICLE VI            RECORDS OF CORPORATE MEETINGS............................................................19


ARTICLE VII           FINANCIAL MATTERS........................................................................19


ARTICLE VIII          DISTRIBUTIONS............................................................................20


ARTICLE IX            CORPORATE SEAL...........................................................................20


ARTICLE X             MISCELLANY...............................................................................20

         10.1     Communications by Facsimile..................................................................20
         10.2     Inspector of Elections.......................................................................20
         10.3     Rules of Order...............................................................................21
         10.4     Construction.................................................................................21
         10.5     Severability.................................................................................21

ARTICLE XI            AMENDMENT OF BYLAWS......................................................................22


ARTICLE XII           AUTHENTICATION...........................................................................22
</TABLE>


                                      iii
<PAGE>


                              AMENDED AND RESTATED
                                    BYLAWS OF
                        REDHOOK ALE BREWERY, INCORPORATED

      These Bylaws are promulgated pursuant to the Washington Business
Corporation Act, as set forth in Title 23B of the Revised Code of Washington
(the "Act").

                                   Article I
                                  SHAREHOLDERS

      1.1 Annual Meeting. The annual meeting of the shareholders of the
corporation for the election of Directors and for the transaction of such other
business as may properly come before the meeting shall be held each year at a
place, day and time to be set by the Board of Directors.

            1.1.1 Business Conducted at Meeting.

                  (a) At an annual meeting of shareholders, an item of business
      may be conducted, and a proposal may be considered and acted upon, only if
      such item or proposal is brought before the annual meeting (i) by, or at
      the direction of, the Board of Directors, or (ii) by any shareholder of
      the corporation who is entitled to vote at the meeting and who complies
      with the procedures set forth in the remainder of this Section 1.1.1. This
      Section 1.1.1 shall not apply to matters of procedure that, pursuant to
      Section 10.3(a) of these Bylaws, are subject to the authority of the
      chairman of the meeting.

                  (b) For an item of business or proposal to be brought before
      an annual meeting by a shareholder, the shareholder must have given timely
      notice thereof in writing to the Secretary of the corporation. To be
      timely, a shareholder's notice must be delivered to, or mailed and
      received at, the principal office of the corporation (a) not less than one
      hundred twenty (120) days prior to the first anniversary of the date that
      the corporation's proxy statement was first released to shareholders in
      connection with the previous year's annual meeting; (b) a reasonable time
      before the corporation begins to print and mail its proxy materials if the
      date of the current year's annual meeting has been changed by more than
      thirty (30) days from the date of the previous year's meeting; or (c) not
      more than seven (7) days following the mailing to shareholders of the
      notice of annual meeting with respect to the current year's annual
      meeting, if the corporation did not release a proxy statement to
      shareholders in connection with

<PAGE>

      the previous year's annual meeting, or if no annual meeting was held
      during such year.

                  (c) A shareholder's notice to the Secretary under Section
      1.1.2(b) shall set forth, as to each item of business or proposal the
      shareholder intends to bring before the meeting (i) a brief description of
      the item of business or proposal and the reasons for bringing it before
      the meeting, (ii) the name and address, as they appear on the
      corporation's books, of the shareholder and of any other shareholders that
      the shareholder knows or anticipates will support the item of business or
      proposal, (iii) the number and class of shares of stock of the corporation
      that are beneficially owned on the date of such notice by the shareholder
      and by any such other shareholders, and (iv) any financial interest of the
      shareholder or any such other shareholders in such item of business or
      proposal.

                  (d) The Board of Directors, or a designated committee thereof,
      may reject a shareholder's notice that is not timely given in accordance
      with the terms of Section 1.1.2(b). If the Board of Directors, or a
      designated committee thereof, determines that the information provided in
      a timely shareholder's notice does not satisfy the requirements of Section
      1.1.2(c) in any material respect, the Secretary of the corporation shall
      notify the shareholder of the deficiency in the notice. The shareholder
      shall have an opportunity to cure the deficiency by providing additional
      information to the Secretary within such period of time, not to exceed
      five (5) days from the date such deficiency notice is given to the
      shareholder, as the Board of Directors or such committee shall reasonably
      determine. If the deficiency is not cured within such period, or if the
      Board of Directors or such committee determines that the additional
      information provided by the shareholder, together with information
      previously provided, does not satisfy the requirements of Section 1.1.2(c)
      in any material respect, then the Board of Directors or such committee may
      reject the shareholder's notice.

                  (e) Notwithstanding the procedures set forth in Section
      1.1.1(d), if a shareholder desires to bring an item of business or
      proposal before an annual meeting, and neither the Board of Directors nor
      any committee thereof has made a prior determination of whether the
      shareholder has complied with the procedures set forth in this Section
      1.1.1 in connection with such item of business or proposal, then the
      chairman of the annual meeting shall determine and declare at the annual
      meeting whether the shareholder has so complied. If the chairman
      determines that the shareholder has so complied, then the chairman shall
      so state and ballots shall be provided for use at the meeting with respect
      to such item of business or proposal. If the chairman determines that the
      shareholder has not so complied, then, unless the chairman, in his sole
      and absolute discretion, determines to waive such compliance, the chairman
      shall state that the shareholder has not so complied and the item of
      business or proposal shall not be brought before the annual meeting.


                                       5
<PAGE>

                  (f) This Section 1.1.1 shall not prevent the consideration and
      approval or disapproval at the annual meeting of reports of officers,
      directors and committees of the Board of Directors, but, in connection
      with such reports, no item of business may be conducted, and no proposal
      may be considered and acted upon, unless there has been compliance with
      the procedures set forth in this Section 1.1.1 in connection therewith.

      1.2 Special Meetings. Special meetings of the shareholders for any purpose
or purposes may be called at any time by the Board of Directors or by the
Chairman of the Board (if one be appointed) or by the President or by one or
more shareholders holding not less than one-tenth (1/10) of all the shares
entitled to be cast on any issue proposed to be considered at that meeting, to
be held at such time and place as the Board or the Chairman (if one be
appointed) or the President may prescribe; provided, that, at any time when the
corporation is subject to the reporting requirements of Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), special
meetings of the shareholders for any purpose or purposes may be called at any
time only by the Board of Directors or the Chairman of the Board (if one be
appointed) or the President or one or more shareholders holding not less than
twenty-five percent (25%) of all the shares entitled to be cast on any issue
proposed to be considered at that meeting.

      If a special meeting is called by any person or persons other than the
Board of Directors or the Chairman of the Board (if one be appointed) or the
President, then a written demand, describing with reasonable clarity the purpose
or purposes for which the meeting is called and specifying the general nature of
the business proposed to be transacted, shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission to the
Secretary of the corporation. Upon receipt of such a demand, the Secretary shall
cause notice of such meeting to be given, within thirty (30) days after the date
the demand was delivered to the Secretary, to the shareholders entitled to vote,
in accordance with the provisions of Section 1.3 of these Bylaws. Except as
provided below, if the notice is not given by the Secretary within thirty (30)
days after the date the demand was delivered to the Secretary, then the person
or persons demanding the meeting may specify the time and place of the meeting
and give notice thereof.

      1.3 Notice of Meetings. Except as otherwise provided below, the Secretary,
Assistant Secretary, or any transfer agent of the corporation shall give, in any
manner permitted by law, not less than ten (10) nor more than sixty (60) days
before the date of any meeting of shareholders, written notice stating the
place, day, and time of the meeting to each shareholder of record entitled to
vote at such meeting. If mailed, notice to a shareholder shall be effective when
mailed, with first-class postage thereon prepaid, correctly addressed to the
shareholder at the shareholder's address as it appears on the current record of
shareholders of the corporation. Otherwise, written notice shall be effective at
the earliest of the following: (a) when received, (b) five (5) days after its
deposit in the United States mail, as evidenced by the postmark, if mailed with
first class postage, prepaid, and correctly addressed, or (c) on the date shown
on


                                       6
<PAGE>

the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee.

            1.3.1 Notice of Special Meeting. In the case of a special meeting,
the written notice shall also state with reasonable clarity the purpose or
purposes for which the meeting is called and the general nature of the business
proposed to be transacted at the meeting. No business other than that within the
purpose or purposes specified in the notice may be transacted at a special
meeting.

            1.3.2 Proposed Articles of Amendment, Merger, Exchange, Sale, Lease,
or Disposition. If the business to be conducted at any meeting includes any
proposed amendment to the Articles of Incorporation or any proposed merger or
exchange of shares, or any proposed sale, lease, exchange, or other disposition
of all or substantially all of the property and assets (with or without the
goodwill) of the corporation not in the usual or regular course of its business,
then the written notice shall state that the purpose or one of the purposes is
to consider the proposed amendment or plan of merger, exchange of shares, sale,
lease, exchange, or other disposition, as the case may be, shall describe the
proposed action with reasonable clarity, and shall be accompanied by a copy of
the proposed amendment or plan. Written notice of such meeting shall be given to
each shareholder of record, whether or not entitled to vote at such meeting, not
less than twenty (20) days before such meeting, in the manner provided in
Section 1.3 above.

            1.3.3 Proposed Dissolution. If the business to be conducted at any
meeting includes the proposed voluntary dissolution of the corporation, then the
written notice shall state that the purpose or one of the purposes is to
consider the advisability thereof. Written notice of such meeting shall be given
to each shareholder of record, whether or not entitled to vote at such meeting,
not less than twenty (20) days before such meeting, in the manner provided in
Section 1.3 above.

            1.3.4 Declaration of Mailing. A declaration of the mailing or other
means of giving any notice of any shareholders' meeting, executed by the
Secretary, Assistant Secretary, or any transfer agent of the corporation giving
the notice, shall be prima facie evidence of the giving of such notice.

            1.3.5 Waiver of Notice. A shareholder may waive notice of any
meeting at any time, either before or after such meeting. Except as provided
below, the waiver must be in writing, be signed by the shareholder entitled to
the notice, and be delivered to the corporation for inclusion in the minutes or
filing with the corporate records. A shareholder's attendance at a meeting in
person or by proxy waives objection to lack of notice or defective notice of the
meeting unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting on the ground that
the meeting is not lawfully called or convened. In the case of a special
meeting, or an annual meeting at which fundamental corporate changes are
considered, a shareholder waives objection to consideration of a particular
matter that is not within


                                       7
<PAGE>

the purpose or purposes described in the meeting notice unless the shareholder
objects to considering the matter when it is presented.

      1.4 Quorum; Vote Requirement. A quorum shall exist at any meeting of
shareholders if a majority of the votes entitled to be cast is represented in
person or by proxy. Once a share is represented for any purpose at a meeting
other than solely to object to holding the meeting or transacting business at
the meeting, it is 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. Subject to the foregoing, the
determination of the voting groups entitled to vote (as required by law), and
the quorum and voting requirements applicable thereto, must be made separately
for each matter being considered at a meeting. In the case of any meeting of
shareholders that is adjourned more than once because of the failure of a quorum
to attend, those who attend the third convening of such meeting, although less
than a quorum, shall nevertheless constitute a quorum for the purpose of
electing directors, provided that the percentage of shares represented at the
third convening of such meeting shall not be less than one-third of the shares
entitled to vote.

      If a quorum exists, action on a matter (other than the election of
directors) is approved by a voting group if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action unless a greater number of affirmative votes is required by law or by
the Articles of Incorporation.

      1.5 Adjourned Meetings. An adjournment or adjournments of any
shareholders' meeting, whether by reason of the failure of a quorum to attend or
otherwise, may be taken to such date, time, and place as the chairman of the
meeting may determine without new notice being given if the date, time, and
place are announced at the meeting at which the adjournment is taken. However,
if the adjournment is for more than one hundred twenty (120) days from the date
set for the original meeting, a new record date for the adjourned meeting shall
be fixed and a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting, in accordance
with the provisions of Section 1.3 of these Bylaws. At any adjourned meeting,
the corporation may transact any business which might have been transacted at
the original meeting. Any meeting at which directors are to be elected shall be
adjourned only from day to day until such directors are elected.

      1.6 Fixing Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders (or, subject to
Section 1.5 above, any adjournment thereof), the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than seventy (70) days prior to the
meeting. If no such record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, then the day
before the first notice is delivered to shareholders shall be the record date
for such determination of shareholders. If no notice is given because all
shareholders entitled to notice have waived notice, then the record date for the
determination of shareholders entitled to notice of or to vote at a meeting
shall be the


                                       8
<PAGE>

date on which the last such waiver of notice was obtained. When a determination
of shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof, except as provided in Section 1.5 of these Bylaws. If no notice is
given because all shareholders entitled to notice have signed a consent as
described in Section 1.9 below, the record date for determining shareholders
entitled to take action without a meeting is the date the first shareholder
signs the consent.

      1.7 Shareholders' List for Meeting. The corporation shall cause to be
prepared an alphabetical list of the names of all of its shareholders on the
record date who are entitled to notice of a shareholders' meeting or any
adjournment thereof. The list must be arranged by voting group (and within each
voting group by class or series of shares) and show the address of and the
number of shares held by each shareholder. The shareholders' list must be
available for inspection by any shareholder, beginning ten (10) days prior to
the meeting and continuing through the meeting, at the principal office of the
corporation or at a place identified in the meeting notice in the city where the
meeting will be held. Such list shall be produced and kept open at the time and
place of the meeting. During such ten-day period, and during the whole time of
the meeting, the shareholders' list shall be subject to the inspection of any
shareholder, or the shareholder's agent or attorney. In cases where the record
date is fewer than ten (10) days prior to the meeting because notice has been
waived by all shareholders, the Secretary shall keep such record available for a
period from the date the first waiver of notice was delivered to the date of the
meeting. Failure to comply with the requirements of this section shall not
affect the validity of any action taken at the meeting.

      1.8 Ratification. Subject to the requirements of RCW 23B.08.730,
23B.17.020, and 23B.19.040, any contract, transaction, or act of the corporation
or of any director or officer of the corporation that shall be authorized,
approved, or ratified by the affirmative vote of a majority of shares
represented at a meeting at which a quorum is present shall, insofar as
permitted by law, be as valid and as binding as though ratified by every
shareholder of the corporation.

      1.9 Action by Shareholders Without a Meeting. Any action which may be or
which is required by law to be taken at any meeting of shareholders may be
taken, without a meeting or notice of a meeting, if one or more consents in
writing, setting forth the action so taken, are signed by all of the
shareholders entitled to vote or, in the place of any one or more of such
shareholders, by a person holding a valid proxy to vote with respect to the
subject matter thereof, and are delivered to the corporation for inclusion in
the minutes or filing with the corporate records. If notice of the proposed
action to be taken by unanimous consent of the voting shareholders is required
by law to be given to nonvoting shareholders, the corporation must give its
nonvoting shareholders written notice of the proposed action at least ten (10)
days before the action is taken. The notice must contain or be accompanied by
the same material that, by law, would have been required to be sent to nonvoting
shareholders in a notice of meeting at which the proposed action would have been
submitted to such shareholders for action. Action taken by unanimous written
consent is effective when all consents are in possession of


                                       9
<PAGE>

the corporation, unless the consent specifies a later effective date. Such
consent shall have the same force and effect as a meeting vote of shareholders
and may be described as such in any articles or other document filed with the
Secretary of State of the State of Washington.

      1.10 Telephonic Meetings. Shareholders may participate in a meeting by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time, and participation by such means shall constitute presence in person at a
meeting.

                                   Article II
                               BOARD OF DIRECTORS

      2.1 Responsibility of Board of Directors. The business and affairs and
property of the corporation shall be managed under the direction of a Board of
Directors. A director shall discharge the duties of a director, including duties
as a member of a committee, in good faith, with the care an ordinarily prudent
person in a like position would exercise under similar circumstances, and in a
manner the director reasonably believes to be in the best interests of the
corporation. In discharging the duties of a director, a director is entitled to
rely on information, opinions, reports, or statements, including financial
statements and other financial data, if prepared or presented by: (a) one or
more officers or employees of the corporation whom the director reasonably
believes to be reliable and competent in the matters presented; (b) legal
counsel, public accountants, or other persons as to matters the director
reasonably believes are within the person's professional or expert competence;
or (c) a committee of the Board of Directors of which the director is not a
member, if the director reasonably believes the committee merits confidence. A
director is not acting in good faith if the director has knowledge concerning
the matter in question that makes reliance otherwise permitted above
unwarranted. The creation of, delegation of authority to, or action by a
committee does not alone constitute compliance by a director with the standards
of conduct imposed by law upon directors. A director is not liable for any
action taken as a director, or any failure to take any action, if the director
performed the duties of the director's office in compliance with this section.

      2.2 Number of Directors; Qualification. The Board of Directors shall
consist of seven (7) directors, except as provided in Sections 5(c) of the
Certificate of Designation for the Series B Preferred Stock. No reduction of the
authorized number of directors shall have the effect of removing any director
before that director's term of office expires. No director need be a shareholder
of the corporation or a resident of Washington. Each director must be at least
eighteen (18) years of age.

      2.3 Election of Directors; Nominations.

            2.3.1 Election; Term of Office. At the first annual meeting of
shareholders and each annual meeting thereafter, the shareholders shall elect
directors. Each director shall hold office until the next succeeding annual
meeting or, in the case of


                                       10
<PAGE>

staggered terms as permitted by RCW 23B.08.060, for the term for which he is
elected, and in each case until his successor shall have been elected and
qualified.

            2.3.2 Nominations for Directors.

                  (a) Nominations of candidates for election as directors at an
      annual meeting of shareholders may only be made (i) by, or at the
      direction of, the Board of Directors, or (ii) by any shareholder of the
      corporation who is entitled to vote at the meeting and who complies with
      the procedures set forth in the remainder of this Section 2.3.2.

                  (b) If a shareholder proposes to nominate one or more
      candidates for election as directors at an annual meeting, the shareholder
      must have given timely notice thereof in writing to the Secretary of the
      corporation. To be timely, a shareholder's notice must be delivered to, or
      mailed and received at, the principal office of the corporation (i) not
      less than one hundred twenty (120) days prior to the first anniversary of
      the date that the corporation's proxy statement was released to
      shareholders in connection with the previous year's annual meeting; (ii) a
      reasonable time before the corporation begins to print and mail its proxy
      materials if the date of this year's annual meeting has been changed by
      more than thirty (30) days from the date of the previous year's meeting;
      or (iii) not more than seven (7) days following the mailing to
      shareholders of the notice of annual meeting with respect to the current
      year's annual meeting, if the corporation did not release a proxy
      statement to shareholders in connection with the previous year's annual
      meeting, or if no annual meeting was held during such year.

                  (c) A shareholder's notice to the Secretary under Section
      2.3.2(b) shall set forth, as to each person whom the shareholder proposes
      to nominate for election as a director (i) the name, age, business address
      and residence address of such person, (ii) the principal occupation or
      employment of such person, (iii) the number and class of shares of stock
      of the corporation that are beneficially owned on the date of such notice
      by such person, and (iv) if the corporation at such time has or at the
      time of the meeting will have any security registered pursuant to Section
      12 of the Exchange Act, any other information relating to such person
      required to be disclosed in solicitations of proxies with respect to
      nominees for election as directors pursuant to Regulation 14A under the
      Exchange Act, including but not limited to information required to be
      disclosed by Schedule 14A of Regulation 14A, and any other information
      that the shareholder would be required to file with the Securities and
      Exchange Commission in connection with the shareholder's nomination of
      such person as a candidate for director or the shareholder's opposition to
      any candidate for director nominated by, or at the direction of, the Board
      of Directors. In addition to the above information, a shareholder's notice
      to the Secretary under Section 2.3.2(b) shall (A) set forth (i) the name
      and address, as they appear on the corporation's books, of the shareholder
      and of any other shareholders that


                                       11
<PAGE>

      the shareholder knows or anticipates will support any candidate or
      candidates nominated by the shareholder and (ii) the number and class of
      shares of stock of the corporation that are beneficially owned on the date
      of such notice by the shareholder and by any such other shareholders and
      (B) be accompanied by a written statement, signed and acknowledged by each
      candidate nominated by the shareholder, that the candidate agrees to be so
      nominated and to serve as a director of the corporation if elected at the
      annual meeting.

                  (d) The Board of Directors, or a designated committee thereof,
      may reject any shareholder's nomination of one or more candidates for
      election as directors if the nomination is not made pursuant to a
      shareholder's notice timely given in accordance with the terms of Section
      2.3.2(b). If the Board of Directors, or a designated committee thereof,
      determines that the information provided in a shareholder's notice does
      not satisfy the requirements of Section 2.3.2(c) in any material respect,
      the Secretary of the corporation shall notify the shareholder of the
      deficiency in the notice. The shareholder shall have an opportunity to
      cure the deficiency by providing additional information to the Secretary
      within such period of time, not to exceed five (5) days from the date such
      deficiency notice is given to the shareholder, as the Board of Directors
      or such committee shall reasonably determine. If the deficiency is not
      cured within such period, or if the Board of Directors or such committee
      determines that the additional information provided by the shareholder,
      together with information previously provided, does not satisfy the
      requirements of Section 2.3.2(c) in any material respect, then the Board
      of Directors or such committee may reject the shareholder's notice.

                  (e) Notwithstanding the procedures set forth in Section
      2.3.2(d), if a shareholder proposes to nominate one or more candidates for
      election as directors at an annual meeting, and neither the Board of
      Directors nor any committee thereof has made a prior determination of
      whether the shareholder has complied with the procedures set forth in this
      Section 2.3.2 in connection with such nomination, then the chairman of the
      annual meeting shall determine and declare at the annual meeting whether
      the shareholder has so complied. If the chairman determines that the
      shareholder has so complied, then the chairman shall so state and ballots
      shall be provided for use at the meeting with respect to such nomination.
      If the chairman determines that the shareholder has not so complied, then,
      unless the chairman, in his sole and absolute discretion, determines to
      waive such compliance, the chairman shall state that the shareholder has
      not so complied and the defective nomination shall be disregarded.

      2.4 Vacancies. Except as otherwise provided by law, any vacancy occurring
in the Board of Directors (whether caused by resignation, death or otherwise)
may be filled by the affirmative vote of a majority of the directors present at
a meeting of the Board at which a quorum is present, or, if the directors in
office constitute less than a quorum, by the affirmative vote of a majority of
all of the directors in office. Notice shall be given to


                                       12
<PAGE>

all of the remaining directors that such vacancy will be filled at the meeting.
However, if the vacant director's position was held by a director elected by one
or more voting groups composed of less than all of the voting shareholders, such
vacancy may only be filled by (i) the remaining directors, if any, elected by
the same voting group or groups; or (ii) the shareholders in the voting group or
groups that elected the director who formerly held the vacant office. A director
elected to fill any vacancy shall hold office until the next meeting of
shareholders at which directors are elected, and until his successor shall have
been elected and qualified.

      2.5 Removal. One or more members of the Board of Directors (including the
entire Board) may be removed, with or without cause, at a special meeting of
shareholders called expressly for that purpose. A director (or the entire Board)
may be removed if the number of votes cast in favor of removing such director
(or the entire Board) exceeds the number of votes cast against removal; provided
that, if a director (or the entire Board) has been elected by one or more voting
groups, only those voting groups may participate in the vote as to removal.
However, a director may not be removed if a number of votes sufficient to elect
such director under cumulative voting (computed on the basis of the number of
votes actually cast at the meeting on the question of removal) is cast against
such director's removal.

      2.6 Resignation. A director may resign at any time by delivering written
notice to the Board of Directors, its Chairman, the President, or the Secretary.
A resignation is effective when the notice is delivered unless the notice
specifies a later effective date.

      2.7 Annual Meeting. The first meeting of each newly elected Board of
Directors shall be known as the annual meeting thereof and shall be held without
notice immediately after the annual shareholders' meeting or any special
shareholders' meeting at which a Board is elected. Such meeting shall be held at
the same place as such shareholders' meeting unless some other place shall be
specified by resolution of the shareholders.

      2.8 Regular Meetings. Regular meetings of the Board of Directors may be
held at such place, day, and time as shall from time to time be fixed by
resolution of the Board without notice other than the delivery of such
resolution as provided in Section 2.10 below.

      2.9 Special Meetings. Special meetings of the Board of Directors may be
called by the President or the Chairman of the Board (if one be appointed) or
any two or more directors, to be held at such place, day, and time as specified
by the person or persons calling the meeting.

      2.10 Notice of Meeting. Notice of the place, day, and time of any meeting
of the Board of Directors for which notice is required shall be given, at least
three (3) days preceding the day on which the meeting is to be held, by the
Secretary or an Assistant Secretary, or by the person calling the meeting, in
any manner permitted by law, including orally. Any oral notice given by personal
communication over the telephone or otherwise may be communicated either to the
director or to a person at the office of the


                                       13
<PAGE>

director who, the person giving the notice has reason to believe, will promptly
communicate it to the director. Notice shall be deemed to have been given on the
earliest of (a) the day of actual receipt, (b) five (5) days after the day on
which written notice is deposited in the United States mail, as evidenced by the
postmark, with first-class postage prepaid, and correctly addressed, or (c) on
the date shown on the return receipt, if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
addressee.

      No notice of any regular meeting need be given if the place, day, and time
thereof have been fixed by resolution of the Board of Directors and a copy of
such resolution has been given to every director at least three (3) days
preceding the day of the first meeting held in pursuance thereof.

      Notice of a meeting of the Board of Directors need not be given to any
director if it is waived by the director in writing, whether before or after
such meeting is held. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting unless required by law, the
Articles of Incorporation, or these Bylaws.

      A director's attendance at or participation in a meeting shall constitute
a waiver of notice of such meeting except when a director attends or
participates in a meeting for the express purpose of objecting on legal grounds
prior to or at the beginning of the meeting (or promptly upon the director's
arrival) to the holding of the meeting or the transaction of any business and
does not thereafter vote for or assent to action taken at the meeting. Any
meeting of the Board of Directors shall be a legal meeting without any notice
thereof having been given if all of the directors have received valid notice
thereof, are present without objecting, or waive notice thereof, or any
combination thereof.

      2.11 Quorum of Directors. Except in particular situations where a lesser
number is expressly permitted by law, and unless a greater number is required by
the Articles of Incorporation, a majority of the number of directors specified
in or fixed in accordance with these Bylaws shall constitute a quorum for the
transaction of business, and the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. If the number of directors in office at any time is less than the
number specified in or fixed in accordance with these Bylaws, then a quorum
shall consist of a majority of the number of directors in office; provided that
in no event shall a quorum consist of fewer than one-third of the number
specified in or fixed in accordance with these Bylaws.

      Directors at a meeting of the Board of Directors at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, provided such withdrawal does not reduce the number of
directors attending the meeting below the level of a quorum.

      A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting of the Board of Directors to another time and place. If
the meeting is adjourned for more than forty-eight (48) hours, then notice of
the time and place of


                                       14
<PAGE>

the adjourned meeting shall be given before the adjourned meeting takes place,
in the manner specified in Section 2.10 of these Bylaws, to the directors who
were not present at the time of the adjournment.

      2.12 Dissent by Directors. Any director who is present at any meeting of
the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless the director objects at the
beginning of the meeting (or promptly upon the director's arrival) to the
holding of, or the transaction of business at, the meeting; or unless the
director's dissent or abstention shall be entered in the minutes of the meeting;
or unless the director delivers written notice of the director's dissent or
abstention to the presiding officer of the meeting before the adjournment
thereof or to the corporation within a reasonable time after the adjournment of
the meeting. Such right to dissent or abstention shall not be available to any
director who votes in favor of such action.

      2.13 Action by Directors Without a Meeting. Any action required by law to
be taken or which may be taken at a meeting of the Board of Directors may be
taken without a meeting if one or more consents in writing, setting forth the
action so taken, shall be signed either before or after the action so taken by
all of the directors and delivered to the corporation for inclusion in the
minutes or filing with the corporate records. Such consent shall have the same
effect as a meeting vote. Action taken under this section is effective when the
last director signs the consent, unless the consent specifies a later effective
date.

      2.14 Telephonic Meetings. Except as may be otherwise restricted by the
Articles of Incorporation, members of the Board of Directors may participate in
a meeting of the Board by any means of communication by which all directors
participating in the meeting may simultaneously hear each other during the
meeting. Participation by such means shall constitute presence in person at a
meeting.

      2.15 Compensation. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, and may be paid a fixed sum or a stated
salary as a director, for attendance at each meeting of the Board. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

      2.16 Committees. The Board of Directors, by resolution adopted by the
greater of (a) a majority of all of the directors in office, or (b) the number
of directors required by the Articles of Incorporation or these Bylaws to take
action may from time to time create, and appoint individuals to, one or more
committees, each of which must have at least two (2) members. If a committee is
formed for the purpose of exercising functions of the Board, the committee must
consist solely of directors. If the only function of a committee is to study and
make recommendations for action by the full Board, the committee need not
consist of directors. Members of a committee composed solely of directors, in
fulfilling their standard of conduct, may rely upon Section 2.1 above.
Committees of directors may exercise the authority of the Board of Directors to
the extent specified by


                                       15
<PAGE>

such resolution or in the Articles of Incorporation or these Bylaws. However, no
committee shall:

                  (a) authorize or approve a distribution (as defined in RCW
      23B.01.400) except according to a general formula or method prescribed by
      the Board of Directors;

                  (b) approve or propose to shareholders action that by law is
      required to be approved by shareholders;

                  (c) fill vacancies on the Board of Directors or on any of its
      committees;

                  (d) amend the Articles of Incorporation;

                  (e) adopt, amend, or repeal Bylaws;

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

                  (g) 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 of directors (or a senior
      executive officer of the corporation) to do so within limits specifically
      prescribed by the Board of Directors.

      Committees shall be governed by the same provisions as govern the
meetings, actions without meetings, notice and waiver of notice, quorum and
voting requirements, and standards of conduct of the Board of Directors. The
Executive Committee (if one be established) shall meet periodically between
meetings of the full Board. All committees shall keep regular minutes of their
meetings and shall cause them to be recorded in books kept for that purpose at
the office of the corporation.

                                  Article III
                                    OFFICERS

      3.1 Appointment. The officers of the corporation shall be appointed
annually by the Board of Directors at its annual meeting held after the annual
meeting of the shareholders. If the appointment of officers is not held at such
meeting, such appointment shall be held as soon thereafter as a Board meeting
conveniently may be held. Except in the case of death, resignation, or removal,
each officer shall hold office until the next annual meeting of the Board and
until his successor is appointed and qualified.


                                       16
<PAGE>

      3.2 Qualification. None of the officers of the corporation need be a
director, except as specified below. Any two or more of the corporate offices
may be held by the same person.

      3.3 Officers Enumerated. Except as otherwise provided by resolution of the
Board of Directors, the officers of the corporation and their respective powers
and duties shall be as follows:

            3.3.1 Chairman of the Board. The Chairman of the Board (if such an
officer be appointed) shall be a director and shall perform such duties as shall
be assigned to him by the Board of Directors and in any employment agreement.
The Chairman shall preside at all meetings of the shareholders and at all
meetings of the Board at which he is present. The Chairman may sign deeds,
mortgages, bonds, contracts, and other instruments, except when the signing
thereof has been expressly delegated by the Board or by these Bylaws to some
other officer or agent of the corporation or is otherwise required by law to be
signed by some other officer or in some other manner. If the President dies or
becomes unable to act, the Chairman shall perform the duties of the President,
except as may be limited by resolution of the Board of Directors, with all the
powers of and subject to all the restrictions upon the President.

            3.3.2 President. Subject to such supervisory powers as may be given
by the Board of Directors to the Chairman of the Board (if such an officer be
appointed), the President shall be the chief executive officer of the
corporation unless some other officer is so designated by the Board and, subject
to the control of the Board and the Executive Committee (if one be established),
shall supervise and control all of the assets, business, and affairs of the
corporation. If no Chairman of the Board has been appointed, the President shall
be a director. The President may sign certificates for shares of the
corporation, deeds, mortgages, bonds, contracts, and other instruments, except
when the signing thereof has been expressly delegated by the Board or by these
Bylaws to some other officer or agent of the corporation or is otherwise
required by law to be signed by some other officer or in some other manner. The
President shall vote the shares owned by the corporation in other corporations,
domestic or foreign, unless otherwise prescribed by law or resolution of the
Board. In general, the President shall perform all duties incident to the office
of President and such other duties as may be prescribed by the Board from time
to time. In the absence of the Chairman of the Board, the President, if a
director, shall preside over all meetings of the shareholders and over all
meetings of the Board of Directors. The President shall have the authority to
appoint one or more Assistant Secretaries and Assistant Treasurers, as he deems
necessary.

            3.3.3 Vice Presidents. If no Chairman of the Board has been
appointed, in the absence or disability of the President, the Vice Presidents,
if any, in order of their rank as fixed by the Board of Directors or, if not
ranked, a Vice President designated by the Board shall perform all the duties of
the President and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the President; provided that no such Vice President
shall assume the authority to preside as Chairman of meetings of the Board
unless such Vice President is a member of the Board. The Vice Presidents


                                       17
<PAGE>

shall have such other powers and perform such other duties as from time to time
may be respectively prescribed for them by the Board, these Bylaws, the
President, or the Chairman of the Board (if one be appointed).

            3.3.4 Secretary. The Secretary shall:

                  (a) have responsibility for preparing minutes of meetings of
      the shareholders and the Board of Directors and for authenticating records
      of the corporation;

                  (b) see that all notices are duly given in accordance with the
      provisions of Sections 1.3, 1.5, 2.8, and 2.10 of these Bylaws and as
      required by law;

                  (c) be custodian of the corporate records and seal of the
      corporation, if one be adopted;

                  (d) keep a register of the post office address of each
      shareholder and director;

                  (e) attest certificates for shares of the corporation;

                  (f) have general charge of the stock transfer books of the
      corporation;

                  (g) when required by law or authorized by resolution of the
      Board of Directors, sign with the President, or other officer authorized
      by the President or the Board, deeds, mortgages, bonds, contracts, and
      other instruments; and

                  (h) in general, perform all duties incident to the office of
      Secretary and such other duties as from time to time may be assigned by
      the President or the Board of Directors.

      In the absence of the Secretary, an Assistant Secretary may perform the
duties of the Secretary.

            3.3.5 Treasurer. If required by the Board of -Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board shall determine. The Treasurer
shall:

                  (a) have charge and custody of and be responsible for all
      funds and securities of the corporation;

                  (b) receive and give receipts for moneys due and payable to
      the corporation from any source whatsoever and deposit all such moneys in
      the


                                       18
<PAGE>
      name of the corporation in banks, trust companies, or other depositories
      selected in accordance with the provisions of these Bylaws; and

                  (c) in general, perform all of the duties incident to the
      office of Treasurer and such other duties as from time to time may be
      assigned by the President or the Board of Directors.

      In the absence of the Treasurer, an Assistant Treasurer may perform the
duties of the Treasurer.

      3.4 Delegation. In case of the absence or inability to act of any officer
of the corporation and of each person herein authorized to act in his place, the
Board of Directors may from time to time delegate the powers and duties of such
officer to any other officer or other person whom it may select.

      3.5 Resignation. Any officer may resign at any time by delivering notice
to the corporation. Any such resignation shall take effect at the time the
notice is delivered unless the notice specifies a later effective date. Unless
otherwise specified therein, acceptance of such resignation by the corporation
shall not be necessary to make it effective. Any resignation shall be without
prejudice to the rights, if any, of the corporation under any contract to which
the officer is a party.

      3.6 Removal. Any officer or agent may be removed by the Board with or
without cause. An officer empowered to appoint another officer or assistant
officer also has the power to remove any officer he would have the power to
appoint whenever in his judgment the best interests of the corporation would be
served thereby. The removal of an officer or agent shall be without prejudice to
the contract rights, if any, of the corporation or the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

      3.7 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, creation of a new office, or any other cause may be
filled by the Board of Directors for the unexpired portion of the term or for a
new term established by the Board.

      3.8 Other Officers and Agents. One or more Vice Presidents and such other
officers and assistant officers as may be deemed necessary or advisable may be
appointed by the Board of Directors or, to the extent provided in Section 3.3.2
above, by the President. Such other officers and assistant officers shall hold
office for such periods, have such authorities, and perform such duties as are
provided in these Bylaws or as may be provided by resolution of the Board. Any
officer may be assigned by the Board any additional title that the Board deems
appropriate. The Board may delegate to any officer or agent the power to appoint
any such assistant officers or agents and to prescribe their respective terms of
office, authorities, and duties.

      3.9 Compensation. Compensation, if any, for officers and other agents and
employees of the corporation shall be determined by the Board of Directors, or
by the


                                       19
<PAGE>

President to the extent such authority may be delegated to him by the Board. No
officer shall be prevented from receiving compensation in such capacity by
reason of the fact that he is also a director of the corporation.

      3.10 General Standards for Officers. Officers with discretionary authority
shall discharge their duties under that authority in accordance with the same
standards of conduct applicable to directors as specified in Section 2.1 above
(except for subsection (c) thereof).

                                   Article IV
                          CONTRACTS, CHECKS AND DRAFTS

      4.1 Contracts. The Board of Directors may authorize any officer or
officers or agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation. Such authority
may be general or confined to specific instances.

      4.2 Checks, Drafts, Etc. All checks, drafts, and other orders for the
payment of money, notes, and other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or officers or agent or
agents of the corporation and in such manner as may be determined from time to
time by resolution of the Board of Directors.

      4.3 Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the Treasurer, subject to the
direction of the Board of Directors, may select.

                                   Article V
                                      STOCK

      5.1 Issuance of Shares. No shares of the corporation shall be issued
unless authorized by the Board of Directors, which authorization shall include
the maximum number of shares to be issued, the consideration to be received for
each share, and, if the consideration is in a form other than cash, the
determination of the value of the consideration.

      5.2 Certificates of Stock. All shares of the corporation shall be
represented by certificates in such form, not inconsistent with the Articles of
Incorporation, as the Board of Directors may from time to time prescribe.
Certificates of stock shall be issued in numerical order, and each shareholder
shall be entitled to a certificate signed by the President or a Vice President,
attested to by the Secretary or an Assistant Secretary, and sealed with the
corporate seal, if any. If any certificate is manually signed by a transfer
agent or a transfer clerk and by a registrar, the signatures of the President,
Vice President, Secretary or Assistant Secretary upon that certificate may be
facsimiles that


                                       20
<PAGE>

are engraved or printed. If any person who has signed or whose facsimile
signature has been placed on a certificate no longer is an officer when the
certificate is issued, the certificate may nevertheless be issued with the same
effect as if the person were still an officer at the time of its issue. Every
certificate of stock shall state:

                  (a) The state of incorporation;

                  (b) The name of the registered holder of the shares
      represented thereby;

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

                  (d) If the corporation is authorized to issue different
      classes of shares or different series within a class, either a summary of
      (on the face or back of the certificate), or a statement that the
      corporation will furnish to any shareholder upon written request and
      without charge a summary of, the designations, relative rights,
      preferences, and limitations applicable to each class and the variations
      in rights, preferences and limitations determined for each series, and the
      authority of the Board of Directors to determine variations for future
      series; and

                  (e) If the shares are subject to transfer or other
      restrictions under applicable securities laws or contracts with the
      corporation, either a complete description of or a reference to the
      existence and general nature of such restrictions on the face or back of
      the certificate.

      5.3 Stock Records. The corporation or its agent shall maintain at the
registered office or principal office of the corporation, or at the office of
the transfer agent or registrar of the corporation, if one be designated by the
Board of Directors, a record of its shareholders, in a form that permits
preparation of a list of the names and addresses of all shareholders in
alphabetical order by class of shares showing the number and class of shares
held by each. The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.

      5.4 Restrictions on Transfer. The Board of Directors shall have the
authority to issue shares of the capital stock of this corporation and the
certificates therefor subject to such transfer restrictions and other
limitations as it may deem necessary to promote compliance with applicable
federal and state securities laws, and to regulate the transfer thereof in such
manner as may be calculated to promote such compliance or to further any other
reasonable purpose. Except to the extent that the corporation has obtained an
opinion of counsel acceptable to the corporation that transfer restrictions are
not required under applicable securities laws, all certificates representing
shares of the corporation shall bear the following legend (or a legend of
substantially the same import) on the face of the certificate or on the reverse
of the certificate if a reference to the legend is contained on the face:


                                       21
<PAGE>

            NOTICE: RESTRICTIONS ON TRANSFER

            The securities represented by this certificate have not been
            registered under the Securities Act of 1933, or any state securities
            laws, and may not be offered, sold, transferred, encumbered, or
            otherwise disposed of except upon satisfaction of certain
            conditions. Information concerning these restrictions may be
            obtained from the corporation or its legal counsel. Any offer or
            disposition of these securities without satisfaction of said
            conditions will be wrongful and will not entitle the transferee to
            register ownership of the securities with the corporation.

      5.5 Transfers. Shares of stock may be transferred by delivery of the
certificates therefor, accompanied by:

                  (a) an assignment in writing on the back of the certificate,
      or an assignment separate from certificate, or a written power of attorney
      to sell, assign, and transfer the same, signed by the record holder of the
      certificate; and

                  (b) such additional documents, instruments, and other items of
      evidence as may be reasonably necessary to satisfy the requirements of any
      transfer restrictions applicable to such shares, whether arising under
      applicable securities or other laws, or by contract, or otherwise.

      Except as otherwise specifically provided in these Bylaws, no shares of
stock shall be transferred on the books of the corporation until the outstanding
certificate therefor has been surrendered to the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled, and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that, in case of a
lost, destroyed, or mutilated certificate, a new one may be issued therefor upon
such terms (including indemnity to the corporation) as the Board of Directors
may prescribe.

                                   Article VI
                          RECORDS OF CORPORATE MEETINGS

      The corporation shall keep, as permanent records, minutes of all meetings
of its shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors exercising the authority
of the Board of Directors on behalf of the corporation. The corporation shall
keep at its principal office a copy of the minutes of all shareholders' meetings
that have occurred, and records of all action taken by shareholders without a
meeting, within the past three (3) years. Any person dealing with the
corporation may rely upon a copy of any of the records of the proceedings,


                                       22
<PAGE>

resolutions, or votes of the Board or shareholders when certified by the
President or Secretary.

                                  Article VII
                                FINANCIAL MATTERS

      The corporation shall maintain appropriate accounting records at its
principal office and shall prepare the annual financial statements required by
RCW 23B.16.200. Except to the extent otherwise expressly determined by the Board
of Directors or otherwise required by law, the accounting records of the
corporation shall be kept and prepared in accordance with generally accepted
accounting principles applied on a consistent basis from period to period. The
fiscal year of the corporation shall be the calendar year unless otherwise
expressly determined by the Board of Directors.

                                  Article VIII
                                  DISTRIBUTIONS

      The Board of Directors may from time to time authorize, and the
corporation may make, distributions (as defined in RCW 23B.01.400) to its
shareholders to the extent permitted by RCW 23B.06.400, subject to any
limitation in the Articles of Incorporation. A director who votes for or assents
to a distribution made in violation of RCW 23B.06.400 is personally liable to
the corporation for the amount of the distribution that exceeds that which could
have been distributed without violating RCW 23B.06.400 if it is established that
the director did not perform the director's duties in compliance with Section
2.1 above.

                                   Article IX
                                 CORPORATE SEAL

      The Board of Directors may, but shall not be required to, adopt a
corporate seal for the corporation in such form and with such inscription as the
Board may determine. If such a corporate seal shall at any time be so adopted,
the application of or the failure to apply such seal to any document or
instrument shall have no effect upon the validity or invalidity of such document
or instrument under otherwise applicable principles of law.

                                   Article X
                                   MISCELLANY

      10.1 Communications by Facsimile. Whenever these Bylaws require notice,
consent, or other communication to be delivered for any purpose, transmission by
phone, wire, or wireless equipment which transmits a facsimile of such
communication shall constitute sufficient delivery for such purpose. Such
communication shall be


                                       23
<PAGE>

deemed to have been received by or in the possession of the addressee upon
completion of the transmission.

      10.2 Inspector of Elections. Before any annual meeting of shareholders,
the Board of Directors may appoint an inspector of elections to act at the
meeting and any adjournment thereof. If no inspector of elections is so
appointed by the Board, then the chairman of the meeting may appoint an
inspector of elections to act at the meeting. If any person appointed as
inspector fails to appear or fails or refuses to act, then the chairman of the
meeting may, and upon the request of any shareholder or a shareholder's proxy
shall, appoint a person to fill that vacancy.

      Such inspector of elections shall:

                  (a) determine the number of shares outstanding and the voting
      power of each, the number of shares represented at the meeting, the
      existence of a quorum, and, with the advice of legal counsel to the
      corporation, the authenticity, validity, and effect of proxies pursuant to
      RCW 23B.07.220 and 23B.07.240 and any procedure adopted by the Board of
      Directors pursuant to RCW 23B.07.230;

                  (b) receive votes, ballots, or consents;

                  (c) hear and determine all challenges and questions in any way
      arising in connection with the right to vote;

                  (d) count and tabulate all votes or consents;

                  (e) determine the result; and

                  (f) do any other acts that may be proper to conduct the
      election or vote with fairness to all shareholders.

      10.3 Rules of Order. The rules contained in the most recent edition of
Robert's Rules of Order, Revised, shall govern all meetings of shareholders and
directors where those rules are not inconsistent with the Articles of
Incorporation or Bylaws, subject to the following:

                  (a) The chairman of the meeting shall have absolute authority
      over matters of procedure, and there shall be no appeal from the ruling of
      the chairman. If the chairman in his absolute discretion deems it
      advisable to dispense with the rules of parliamentary procedure for any
      meeting or any part thereof, the chairman shall so state and shall clearly
      state the rules under which the meeting or appropriate part thereof shall
      be conducted.

                  (b) If disorder should arise which prevents continuation of
      the legitimate business of the meeting, the chairman may quit the chair
      and announce the adjournment of the meeting; upon so doing, the meeting
      shall be


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<PAGE>

      deemed immediately adjourned, subject to being reconvened in accordance
      with Section 1.5 or 2.11 of these Bylaws, as the case may be.

                  (c) The chairman may ask or require that anyone not a bona
      fide shareholder or proxy leave the meeting of shareholders.

                  (d) A resolution or motion at a meeting of shareholders shall
      be considered for vote only if proposed by a shareholder or duly
      authorized proxy and seconded by an individual who is a shareholder or
      duly authorized proxy other than the individual who proposed the
      resolution or motion.

      10.4 Construction. Within these Bylaws, words of any gender shall be
construed to include any other gender, and words in the singular or plural
number shall be construed to include the plural or singular, respectively,
unless the context otherwise requires.

      10.5 Severability. If any provision of these Bylaws or any application
thereof shall be invalid, unenforceable, or contrary to applicable law, the
remainder of these Bylaws, and the application of such provisions to individuals
or circumstances other than those as to which it is held invalid, unenforceable,
or contrary to applicable law, shall not be affected thereby.

                                   Article XI
                               AMENDMENT OF BYLAWS

      Subject to the requirements of RCW 23B.10.210 relating to supermajority
quorum provisions for the Board of Directors, the Bylaws of the corporation may
be amended or repealed, or new Bylaws may be adopted, by: (a) the shareholders,
even though the Bylaws may also be amended or repealed, or new Bylaws may also
be adopted, by the Board of Directors; or (b) subject to the power of the
shareholders of the corporation to change or repeal the Bylaws, the Board of
Directors unless such power is reserved, by the Articles of Incorporation or by
law, exclusively to the shareholders in whole or in part or unless the
shareholders, in amending or repealing a particular bylaw, provide expressly
that the Board of Directors may not amend or repeal that bylaw.


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<PAGE>

                                  Article XII
                                 AUTHENTICATION

      The foregoing Bylaws were read, approved, and duly adopted by the Board of
Directors of Redhook Ale Brewery, Incorporated on the 22nd day of May, 2001, and
the Secretary of the corporation was empowered to authenticate such Bylaws by
his signature below.

                                            /s/ Douglass A. Raff
                                            -----------------------------------
                                            Douglass A. Raff, Secretary


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