**Exhibit3(b)**

 

BYLAWS

 

OF

 

FIRST COMMUNITYFINANCIAL GROUP, INC.

 

ARTICLE 1

 

MEETING OFSHAREHOLDERS

 

Section 1.1 - ShareholderMeetings.  Shareholder meetings shall be held at the principal office of thecorporation, or at such other location within or without the State ofWashington as shall be determined by the Board of Directors and stated in theNotice of Meeting.

 

Section 1.2 - AnnualMeeting.   The annualmeeting of the shareholders of the corporation for the election of directors tosucceed those whose terms then expire and for the transaction of any otherbusiness as may properly come before the meeting will be held each year on thedate determined by the Board of Directors. Failure to hold an election of directors at the annual meeting of theshareholders, through oversight or otherwise, does not affect the validity ofany corporate action, and a meeting of the shareholders may be held at a laterdate for the election of directors and for the transaction of any otherbusiness that may properly come before the meeting.  Any election held or other business transacted at a later meetingwill be as valid as if done or transacted at the annual meeting of theshareholders.  Any later meeting will becalled in the same manner as a special meeting of the shareholders, and noticeof the time, place, and purpose of the meting will be given in the same manneras notice of a special meeting of the shareholders.

 

Section 1.3 - SpecialMeetings.   Specialmeetings of the shareholders may be called at any time by the President, amajority of the Board of Directors, or by shareholders owning in the aggregatenot less than fifty percent (50%) of the shares entitled to vote at the specialmeeting.  Shareholders may hold a meetingat any time and place without notice or call, upon appropriate waivers signedby all shareholders who are entitled to vote at a shareholders’ meeting.

 

Section 1.4 - Notice.   Written notice stating the place, day andhour of the meeting, and in case of a special meeting, the purpose or purposesfor which the meeting is called, shall be delivered not less than ten (10) daysnor more than fifty (50) days before the date of the meeting, either personallyor by mail, by or at the direction of the President, Secretary or the person orpersons calling the meeting, to each shareholder of record entitled to vote atsuch meeting.  If mailed, such noticeshall be deemed to be delivered when deposited in the United States mail,postage prepaid, addressed to the shareholder at his address as it appears on thestock transfer books of the corporation. Each shareholder shall be responsible for providing the Secretary withthe shareholder’s current mailing address to which notices of meetings and allother corporate notices may be sent.  Ashareholder may waive any notice required for any meeting by executing awritten waiver of notice either before or after said meeting and such waivershall be equivalent to the giving of such notice.  The attendance of a shareholder at a shareholders’ meeting, inperson or by proxy, shall constitute a waiver of notice of the meeting.

 

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Section 1.5 - Nominationsfor Director.  Nominations for election to the Board of Directors may be made by theBoard of Directors or by any shareholder of any outstanding class of stock ofthe corporation entitled to vote for the election of directors; provided thatnominations, other than those made by the existing Board of Directors of thecorporation, shall be made in accordance with the provisions of Article 12 ofthe Articles of Incorporation.

 

Section 1.6 - Quorum.   A majority of the shares entitled to vote,represented in person or by proxy, shall constitute a quorum at a meeting ofshareholders.  When a quorum is presentat any meeting, the affirmative vote of the majority of the shares representedat the meeting and entitled to vote on the subject matter shall be the act ofthe shareholders, unless otherwise by law.

 

Section 1.7 - Adjournment.   A majority of the shares represented at ameeting, even if less than a quorum, may adjourn the meeting from time to timewithout further notice.  At suchadjourned meeting at which a quorum shall be present or represented, anybusiness may be transacted which might have been transacted at the meeting as originallystated in the notice of the meeting. The shareholders present at a duly organized meeting may continue totransact business until adjournment, notwithstanding the withdrawal of enoughshareholders to leave less

than a quorum.

 

Section 1.8 - Chairman ofMeeting.   TheChairman, or in his absence, the Vice Chairman, shall preside at all meetingsof the shareholders unless the Board of Directors shall otherwisedetermine.  The Board of Directors mayappoint any shareholder to act as chairman of the meeting.

 

Section 1.9 -  Secretary of Meeting.   The Secretary shall act as secretary at allmeetings of the shareholders, and in his absence, the presiding officer mayappoint any person to act as secretary.

 

Section 1.10 - Voting.   Each outstanding share shall be entitled tovote on each matter submitted to a vote at a meeting of shareholders.

 

Section 1.11 - Proxies.   At all meetings of shareholders, ashareholder may vote by proxy executed in writing by the shareholder or by hisduly authorized attorney in fact.  Suchproxy shall be filed with the Secretary of the corporation before or at thetime of the meeting.  No proxy shall bevalid after eleven (11) months from the date of its execution, unless otherwiseprovided in the proxy.

 

Section 1.12 - RecordDate.   For thepurpose of determining shareholders entitled to notice of or to vote at anymeeting of shareholders or any adjournment thereof, or entitled to receivepayment of any dividend, or in order to make a determination of shareholdersfor any other proper purpose, the Board of Directors may fix, in advance, adate as the record date for any such determination of shareholders, such datein any case to be not more than fifty (50) days, and in case of a meeting ofshareholders, not less than ten (10) days prior to the date on which the particularaction, requiring such determination of shareholders, is to be taken.  If no record date is fixed by the Board ofDirectors, the date on which notice of the meeting is mailed or the date onwhich the resolution of the Board of Directors declaring such dividend isadopted, as the case may be, shall be the record date for such determination ofshareholders.  When a determination ofshareholders entitled to vote at any meeting of shareholders has been made as providedin this section, such determination shall apply to any adjournment thereof.

 

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Section 1.13 - List ofShareholders.   TheSecretary of the corporation shall make a complete list of the shareholdersentitled to vote at a meeting of shareholders, or any adjournment thereof,arranged in alphabetical order, with the address of and the number of sharesheld by each, as shown on the corporation’s stock transfer books on the recorddate.  Such list shall be kept on fileat the registered office of the corporation for a period of ten (10) days priorto the meeting of shareholders.  Suchlist shall be produced and kept open at the time and place of the shareholders’meeting and shall be subject to the inspection of any shareholder during themeeting for any proper purpose.

 

Section 1.14 - Order ofBusiness.   The orderof business at the annual meeting and, as far as possible, at all othermeetings of the stockholders, shall be:

 

1.     Call toorder

2.      Welcomingremarks and introductions

3.      Readingof meeting notice

4.    Determination of Quorum

5.      Minutesof previous shareholders’ meeting

6.    Chairman’s address

7.      Year’sreview

8.    Amendments to Articles, if any

9.      Electionof Directors

8.      Closingremarks - adjournment.

 

Section 2.1 - Managementof Corporation.   Allcorporate powers shall be exercised by, or under authority of, and the businessand affairs of the corporation shall be managed under the direction of theBoard of Directors (hereinafter sometimes referred to as the “Board”).

 

Section 2.2 - Number ofDirectors.   The Boardshall consist of not less than five (5) nor more than nine (9) members.  The exact number within such minimum andmaximum limits shall be fixed and determined by resolution of the Board ofDirectors.  The number of directorselected by the shareholders at the last preceding annual meeting may not beincreased by more than two (2) directors between annual meeting of theshareholders.  The Board may appointqualified persons to fill the vacancies created by any such increase; providedthat at no time shall the total number exceed nine (9).

 

Section 2.3 - Term ofOffice.   Eachdirector shall hold office until the sinedie adjournment of thenext succeeding annual meeting of shareholders and until his successor shallhave been elected and qualified unless removed in accordance with theprovisions of these Bylaws.

 

Section 2.4 - Vacancies.   Any vacancy occurring in the Board ofDirectors, unless caused by the vote of the shareholders, shall be filled bythe affirmative vote of a majority of the remaining directors though less thana quorum of the Board of Directors.  Adirector

 

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elected to fill a vacancy shall be elected for the unexpired term ofhis predecessor in office.

 

Section 2.5 -Organization Meeting.  Immediately after the annual meeting of shareholders, the directorsshall meet to elect officers and transact any other business.

 

Section 2.6 - Place ofMeetings.   Meetingsof the Board, regular or special, may be held within or without this state.

 

Section 2.7 - RegularMeetings.   Regularmeetings of the Board shall be held, without notice, at 4:00 p.m. on the third(3rd) Wednesday of each month, at the principal office of thecorporation or such other place as the Board of Directors or ExecutiveCommittee shall determine.  When anyregular meeting of the Board falls upon a holiday, the meeting shall be held onthe next business day unless the Board shall designate some other day.

 

Section 2.8 - SpecialMeetings.   Specialmeetings of the Board of Directors may be called by the Chairman, or at therequest of three (3) or more directors. Unless otherwise determined by vote of the full Board of Directors,special meetings of the Board shall be held at the main office of thecorporation.

 

Section 2.9 - Notices.   Notices of special meetings of the Board ofDirectors stating the date, time, place (in the event the meeting shall be heldother than at the principal office of the corporation), and in general termsthe purpose or purposes thereof shall be delivered to each director, by mailingwritten notice at least two (2) days before the meeting or by telephoning,telegraphing or personally advising each director at least one (1) day beforethe meeting.  If mailed, such noticeshall be deemed to be delivered when deposited in the United States mail,postage prepaid, addressed to the director at the address provided to theSecretary.  An entry of the service ofnotice, given in the manner above provided, shall be made in the minutes of theproceedings of the Board of Directors, and such entry, if read and approved atthe subsequent meeting of the Board of Directors, shall be conclusive on thequestion of service.  Attendance of adirector at a special meeting shall constitute a waiver of notice of suchmeeting, except where a director attends a meeting for the express purpose ofobjecting to the transaction of any business because the meeting was notlawfully called or convened.  A directormay waive any notice required for any meeting by executing a written waiver ofnotice either before or after said meeting, and such waiver shall be equivalentto the giving of such notice.

 

Section 2.10 - Quorum.   A majority of the number of directors shallconstitute a quorum for the transaction of business.  The act of the majority of the directors present at a meeting atwhich a quorum is present shall be the act of the Board of Directors.  A majority of those present at the time andplace of any regular or special meeting, although less than a quorum, mayadjourn from time to time, without further notice, until a quorum shallattend.  When a quorum shall attend, anybusiness may be transacted which might have been transacted at the meeting hadthe same been held on the date stated in the notice of meeting.

 

Section 2.11 - Attendanceby Conference Telecommunication.   Members of the Board of Directors may participate in a meetingof such Board by means of a conference telephone or similar communicationsequipment, by means of which all persons participating in the meeting can heareach other at the same time, and participation by such means shall constitutepresence in person at a meeting.

 

Section 2.12 - Consent toAction.   Any actionwhich may be taken at a meeting of the Board of Directors, or at a meeting ofany committee of the Board, may be taken without a meeting if a consent inwriting, setting forth the action so to be taken shall be signed by all of

 

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the directors or all ofthe members of the committee.  Suchconsent shall have the same force and effect as a unanimous vote.

 

Section 2.13 - Removal ofDirector.   The entireBoard of Directors, or any individual Director, may only be removed with cause,at a special meeting of shareholders called expressly for that purpose, by avote of 66 2/3% of the shares then entitled to vote in an election of Directorsand the vacancy caused by such removal shall be filled by the shareholders atsuch meeting.  Any Directors elected tofill such vacancy shall serve only for the unexpired term of his predecessor inoffice.

 

Section 2.14 -Compensation.   Thedirectors shall receive such reasonable compensation for their services asdirectors and as members of any committee appointed by the Board of Directorsas may be prescribed by the Board of Directors and may be reimbursed by thecorporation for ordinary and reasonable expenses incurred in the performance oftheir duties.

 

Section 2.15 -Manifestation of Dissent.  A director of the corporation who is present at a meeting of the Boardof Directors at which action on any corporate matter is taken shall be presumedto have assented to the action taken unless his dissent shall be entered in theminutes of the meeting or unless he shall file his written dissent to suchaction with the person acting as the secretary of the meeting before theadjournment thereof or shall forward such dissent by registered or certifiedmail to the Secretary of the corporation immediately after the adjournment ofthe meeting.  Such right to dissentshall not apply to a director who voted in favor of such action.

 

Section 2.16 - AgeLimitation.   Noperson after his or her 70th birthday shall be eligible forelection, re-election, or appointment or reappointment to the Board ofDirectors.  Upon attaining 70 years ofage the Directors must offer his/her resignation to become effective at thenext annual stockholder meeting.  Thisprovision may be waived for up to one year and only upon a two-thirds (2/3)majority vote of all of the other members of the Board of Directors.

 

ARTICLE 3

 

COMMITTEES OF THEBOARD OF DIRECTORS

 

Section 3.1 - ExecutiveCommittee.   Byresolution adopted by a majority of the entire Board of Directors, the Boardmay designate from among its members an Executive Committee of not less thanthree (3) nor more than six (6) members, and may designate one (1) of suchmembers as chairman.  Any member of theBoard may serve as an alternate member of the Executive Committee in theabsence of a regular member or members. The Executive Committee shall have and may exercise all of the authorityof the Board, except that the committee shall not have the authority to:

 

(1)  declare dividends ordistributions, except at a rate or in periodic amounts determined by the Boardof Directors;

 

(2)  approve or recommend toshareholders actions or proposals required by applicable law to be approved byshareholders;

 

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(3)  fill vacancies on the Boardof Directors or any committee thereof;

 

(4)  amend the Bylaws;

 

(5)  authorize or approve thereacquisition of shares unless pursuant to general formula or method specifiedby the Board of Directors;

 

(6)  fix compensation of anydirector for serving on the Board of Directors or on any committee;

 

(7)  approve a plan of merger,consolidation or exchange of shares not requiring shareholder approval;

 

(8)  reduce earned or capitalsurplus; or

 

(9)  appoint other committees ofthe Board or the members thereof.

 

Section 3.2 -Other Committees.   Byresolution adopted by a majority of the entire Board of Directors, the Boardmay designate from among its members such other committees as it may deemnecessary, each of which shall consist of not less than three (3) directors andhave such powers and duties as may from time to time be prescribed by theBoard, and not inconsistent with applicable law.

 

Section 3.3 -Rules of Procedure.  The majority of the members of any committee may fix its rules ofprocedure.  All actions by any committeeshall be reported in written minutes available at any reasonable time to anyBoard member.  Such actions shall besubject to revision, alteration and approval by the Board of Directors;provided, that no rights or acts of third parties who have relied in good faithon the authority granted herein shall be affected by such revision oralteration.

 

ARTICLE 4

 

OFFICERS AND EMPLOYEES

 

Section 4.1 -Election.   The Boardof Directors may elect from its own number a Chairman and Vice Chairman of theBoard and shall elect from its own number a President.  It may also elect such Vice Presidents (whomay or may not be directors) as in the opinion of the Board the business of thecorporation requires, and a Secretary, Chief Financial Officer, Treasurer andGeneral Auditor.  The Board may alsoelect or appoint, or in its discretion delegate to the Chairman the authorityto appoint from time to time such other or additional officers as, in itsopinion, are desirable for the conduct of the business of the corporation.  Except as otherwise provided herein, any twoor more offices, except President, Secretary and General Auditor may be heldsimultaneously by one individual.

 

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Section 4.2 -Removal, Vacancy and Term of Office.   In its discretion, the Board may leaveunfilled any office except those of President and Secretary.  In the event that the offices of Chairmanand Vice Chairman are vacant, the President shall have all of the powers andshall exercise all of the duties of the office of Chairman.  Any officer or agent shall be subject toremoval at any time by the affirmative vote of a majority of the whole Board ofDirectors.  All officers shall beelected and hold their respective offices at the pleasure of the Board.

 

Section 4.3 -Duties of Chairman.  The Chairman shall be the chief executive officer of the corporation andshall have general management of the business of the corporation. Unless theBoard of Directors shall otherwise determine, he shall preside at all meetingsof the shareholders and at meetings of the Board of Directors and the ExecutiveCommittee.  He shall see that all ordersand resolutions of the Board of Directors and the Executive Committee arecarried into effect and he shall have general supervision over the property,business and affairs of the corporation and its several officers.  He shall have the power and shall performthe duties as are regularly and customarily performed by the chief executiveofficer of a corporation and may delegate such of his duties as he may see fitto delegate to the Vice Chairman, the President or other officers of thecorporation.  He may appoint agents oremployees other than those appointed by the Board of Directors, and he shallperform such other duties as may be prescribed from time to time by the Boardof Directors or by the Bylaws.

 

Section 4.4 -Duties of Vice Chairman.  The Vice Chairman shall assist the Chairman in the performance of hisduties and shall have such powers and exercise such other duties as shall bedelegated to him by the Board of Directors or the Chairman.  In the absence of the Chairman, the ViceChairman shall perform all of the duties and assume all of the responsibilitiesof the Chairman.

 

Section 4.5 -Duties of President.  The President shall, subject to the authority granted to the Chairmanand the Vice Chairman, be the chief administrative officer of the corporationand shall have general supervision over the day to day business of thecorporation.  He shall have such otherauthority and shall exercise such other duties as shall, from time to time, bedelegated to him by the Chairman or by the Board of Directors.

 

Section 4.6 -Duties of Vice Presidents.  The Vice Presidents shall have such powers and perform such duties asmay be assigned to them by the Board of Directors or the Chairman.

 

Section 4.7 -Duties of Chief Financial Officer.   The Chief Financial Officer shall, subject to the authoritygranted by the Chairman, be responsible for all financial control of thecorporation and its subsidiaries.  Heshall perform such other duties as may be assigned to him by the Board ofDirectors or the Chairman.

 

Section 4.8 -Duties of Treasurer.  Except as otherwise set forth herein, the Treasurer shall, subject tothe direction of the Chairman, have general custody of all the property, fundsand securities of the corporation and have general supervision of thecollection and disbursement of funds of the corporation.  He shall provide for the keeping of properrecords of all transactions of the corporation.  He shall perform such other duties as may be assigned to him bythe Board of Directors or the Chairman.

 

Section 4.9 -Duties of Secretary.  The Secretary shall, subject to the direction of the Chairman, keep theminutes of all meetings of the shareholders and of the Board of Directors, andto the extent ordered by the Board of Directors or the Chairman, the minutes ofall meetings

 

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of allcommittees.  He shall cause notice to begiven of the meetings of the shareholders, of the Board of Directors and of anycommittee appointed by the Board.  Heshall have custody of the corporate seal and general charge of the records,documents and papers of the corporation not pertaining to the performance ofthe duties vested in other officers, which shall at all reasonable times beopen to the examination of any director. He shall perform such other duties as may be assigned to him.

 

Section 4.10 -General Auditor.   TheGeneral Auditor shall be employed and his salary shall be set by the Board ofDirectors and he shall have the responsibility and duty of reporting directlyto the Board, or to an audit committee as may be constituted by the Board, asoften as might be required.  The GeneralAuditor shall not have any of the powers or perform any of the duties of theother officers of the corporation, except as necessary to carry out thefunctions of his office.

 

Section 4.11 -Other Officers.   Suchother officers as shall be appointed by the Board of Directors, or theChairman, acting pursuant to delegated authority of the Board, shall exercisesuch powers and perform such duties as pertain to their several offices, or asmay be conferred upon, or assigned to them by the Board of Directors, theChairman or his designee.

 

Section 4.12 -Clerks and Agents.  The Chairman, or any other officer of the corporation authorized by him,may subject to the supervision of the Board of Directors, appoint suchcustodians, bookkeepers and other clerks, agents and employees as he shall deemadvisable for the prompt and orderly transaction of the business of thecorporation and shall define their duties, fix the salaries to be paid to themand dismiss them.

 

Section 4.13 -Compensation.   TheBoard of Directors, or a committee thereof appointed for that purpose, shallestablish the types and amounts of compensation for all officers who occupy theposition of Vice President or above. Compensation for all other officers, employees or agents of thecorporation shall be established by or at the direction of the Chairman.

 

Section 4.14 -Vacancies.   In caseany office shall become vacant, the Board of Directors or the Chairman, to theextent that he possesses delegated authority to appoint such an officer, shallhave the power to fill such vacancies. In case of the absence or disability of any officer, the Board ofDirectors or the Chairman may delegate the powers or duties of any such officerto another officer for the time being.

 

Section 4.15 -Exercise of Rights of Shareholders.   Unless otherwise directed by the Board of Directors, theChairman or his designee acting by written designation, shall have full powerand authority on behalf of the corporation to attend and to vote at any meetingof shareholders of any corporation in which the corporation may hold stock,other than in a fiduciary capacity, and may exercise on behalf of theircorporation any and all of the rights and powers incident to the ownership ofsuch stock at any such meeting, and shall have power and authority to executeand delivery proxies and consents on behalf of this corporation in connectionwith the exercise by this corporation of the rights and powers incident to theownership of such stock.  The Board ofDirectors, from time to time, may confer like powers upon any person orpersons.

 

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ARTICLE 5

 

SECURITY BONDS

 

Section 5.1 -Extent of Coverage.  Each of the officers and employees shall, when directed by the Board ofDirectors, furnish a fidelity bond to the corporation in such amount and undersuch conditions as the Board of Directors shall direct.  The Board may direct that a blanket bond insuch sum as it shall determine shall be purchased by the corporation to coverall officers and employees.

 

ARTICLE 6

 

SHARES AND CERTIFICATES FOR SHARES

 

Section 6.1 -Consideration.  Certificates for shares of the corporation shall be issued only whenfully paid for.  Subscriptions,promissory notes and future services shall not constitute for shares.

 

Section 6.2 -Stock Certificates.  The certificates shall be in such form as designated by the Board ofDirectors, shall be numbered in the order in which they shall be issued, andshall be signed by the Chairman, Vice Chairman, President or by a VicePresident and by the Secretary or Assistant Secretary.  The signatures may be facsimiles if thecertificate is countersigned by a transfer agent or registered by a registrarother than the corporation or an employee of the corporation.  If a corporate seal is maintained, it or afacsimile thereof may be affixed to the certificate.  Each certificate shall state upon its face that the corporationis organized under the laws of the State of Washington, the name of the personto whom it is issued, the number and class of shares which the certificaterepresents, and the par value of each share represented by the certificate or astatement that the shares are without par value.

 

Section 6.3 - LostCertificates.   No newcertificate shall be issued until the former certificate for the sharesrepresented thereby shall have been surrendered and cancelled, except in thecase of lost or destroyed certificates, and in that case only after the receiptof such proof of the fact of loss and such bond or other security satisfactoryto the corporation, indemnifying it and all persons against loss in consequenceof the issuance of such new certificate, or in such other cases satisfactory tothe Board.

 

Section 6.4 -Transfer of Shares.  Shares of the corporation may be transferred by endorsement by thesignature of the owner, his agent, attorney or legal representative, and thedelivery of the certificate; but no transfer shall be valid except between theparties thereto, until the same shall have been entered upon the books of thecorporation, so as to show the names of the parties, by and to whomtransferred, the numbers and designation of the shares and the date oftransfer.

 

Section 6.5 -Holder of Record.  The person registered on the books of the corporation as the owner ofthe issued shares shall be recognized by the corporation as the personexclusively entitled to have and to exercise the rights and privileges incidentto the ownership of such shares.

 

Section 6.6 -Issuance of Shares.  Any shares authorized but not issued and any treasury shares owned bythis corporation shall be issued, sold or otherwise transferred by thiscorporation only upon authorization of the Board of Directors.

 

Section 6.7 -Subscriptions.   Asubscription for shares of this corporation shall

 

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be in writing andupon such terms as may be approved by the Board of Directors.

 

Section 6.8 -Payment of Subscriptions.  A subscription for shares shall be paid in accordance with the terms setforth in the subscription or related subscription agreement, if any.  If the subscription or subscriptionagreement does not require payment on or before a stated date or at a fixedperiod after a stated date, then payment shall be made in such manner and atsuch times as may be determined by the Board of Directors and expressed by itin a written call for payment; provided that the call shall be uniform as toall shares of the same class or series and that the call shall be mailed toeach subscriber at his last post office address known to the corporation atleast thirty (30) days in advance of the date upon which payment or the firstinstallment, if installment payments are called for, is due.

 

Section 6.9 -Default in Payment of Subscriptions.   If a payment required by a subscription, asubscription agreement or a call of the Board of Directors is not paid whendue, then the corporation may make written demand for payment upon thedefaulting subscriber by personal service or by mailing a copy of the demand tothe subscriber at his last post office address known to the corporation.  If the payment is not make within twenty(20) days of the serving or mailing of the demand for payment, the corporationmay terminate the subscription, forfeit the subscriber’s rights thereunder,retain as liquidated damages any sums previously paid on the subscription, andhold and dispose of the shares as though never subject to thesubscription.  In lieu of forfeiture,the corporation may proceed to collect the amount due in the same manner as anydebt due the corporation.

 

ARTICLE 7

 

CORPORATE SEAL

 

Section 7.1 -Corporate Seal.   Inthe exercise of its discretion, the Board of Directors may adopt, amend andmaintain a suitable seal for the corporation.

 

ARTICLE 8

 

MISCELLANEOUS PROVISIONS

 

Section 8.1 -Fiscal Year.   Thefiscal year of the corporation shall be the calendar year.

 

Section 8.2 -Records.   TheArticles of Incorporation, the Bylaws and the proceedings of all meetings ofthe shareholders, the Board of Directors and standing committees of the Boardshall be recorded in appropriate minute books provided for that purpose.  The

 

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minutes of eachmeeting shall be signed by the Secretary or other officer appointed to act assecretary of the meeting and attested by the Chairman of the meeting.

 

ARTICLE 9

 

BYLAWS

 

Section 9.1 -Inspection.   A copyof the Bylaws, with all amendments thereto, shall at all times be kept in aconvenient place at the principal office of the corporation, and shall be openfor inspection of all shareholders during normal business hours.

 

Section 9.2 -Amendments.   TheBylaws may be amended, altered or repealed at any regular or special meeting ofthe Board of Directors, by a vote of the majority of the whole Board ofDirectors, provided that a written statement of the proposed action shall havebeen personally delivered or mailed to all directors at least two (2) daysprior to any such meeting.

 

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