<PAGE>

                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BYLAWS


                                      OF



                           ONYX SOFTWARE CORPORATION


Originally adopted on:  March 9, 1994
Amended and restated on November 24, 1998,
December 8, 1998, May 31, 2000, April 6, 2001
Amendments are listed on page i
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                                   AMENDMENTS
                                   ----------

   Section         Effect of Amendment               Date of Amendment
   -------         -------------------               -----------------
2.2         Change percent required from 10% to    December 8, 1998
            25% to call special shareholder
            meetings
2.5         To implement changes to SEC            December 8, 1998
            shareholder proposal rules
3.2         To change from a range of 1 to 11      March 3, 2000 (effective
            directors to set number of Directors   May 31, 2000)
            at 6
3.2         To change to range of 5 to 9           April 6, 2001
            directors
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                                    CONTENTS
                                    --------
SECTION 1.  OFFICES......................................................   1

SECTION 2.  SHAREHOLDERS.................................................   1
    2.1      Annual Meeting..............................................   1
    2.2      Special Meetings............................................   1
    2.3      Meetings by Communications Equipment........................   1
    2.4      Date, Time and Place of Meeting.............................   1
    2.5      Notice of Meeting...........................................   2
    2.6      Business for Shareholders' Meetings.........................   2
             2.6.1     Business at Annual Meetings.......................   2
             2.6.2     Business at Special Meetings......................   3
             2.6.3     Notice to Corporation.............................   3
    2.7      Waiver of Notice............................................   3
    2.8      Fixing of Record Date for Determining Shareholders..........   3
    2.9      Voting Record...............................................   4
    2.10     Quorum......................................................   4
    2.11     Manner of Acting............................................   4
    2.12     Proxies.....................................................   5
    2.13     Voting of Shares............................................   5
    2.14     Voting for Directors........................................   5
    2.15     Action by Shareholders Without a Meeting....................   5

SECTION 3.  BOARD OF DIRECTORS...........................................   5
    3.1      General Powers..............................................   5
    3.2      Number and Tenure...........................................   6
    3.3      Annual and Regular Meetings.................................   6
    3.4      Special Meetings............................................   6
    3.5      Meetings by Communications Equipment........................   6
    3.6      Notice of Special Meetings..................................   6
             3.6.1     Personal Delivery.................................   6
             3.6.2     Delivery by Mail..................................   7
             3.6.3     Delivery by Private Carrier.......................   7
             3.6.4     Facsimile Notice..................................   7
             3.6.5     Delivery by Telegraph.............................   7
             3.6.6     Oral Notice.......................................   7
    3.7      Waiver of Notice............................................   7
             3.7.1     In Writing........................................   7
             3.7.2     By Attendance.....................................   7
    3.8      Quorum......................................................   8
    3.9      Manner of Acting............................................   8
    3.10     Presumption of Assent.......................................   8
    3.11     Action by Board or Committees Without a Meeting.............   8

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    3.12     Resignation.................................................   8
    3.13     Removal.....................................................   9
    3.14     Vacancies...................................................   9
    3.15     Executive and Other Committees..............................   9
             3.15.1    Creation of Committees............................   9
             3.15.2    Authority of Committees...........................   9
             3.15.3    Minutes of Meetings...............................  10
             3.15.4    Removal...........................................  10
    3.16     Compensation................................................  10

SECTION 4.  OFFICERS.....................................................  10
    4.1      Appointment and Term........................................  10
    4.2      Resignation.................................................  10
    4.3      Removal.....................................................  11
    4.4      Contract Rights of Officers.................................  11
    4.5      Chairman of the Board.......................................  11
    4.6      President...................................................  11
    4.7      Vice President..............................................  11
    4.8      Secretary...................................................  11
    4.9      Treasurer...................................................  12
    4.10     Salaries....................................................  12

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS........................  12
    5.1      Contracts...................................................  12
    5.2      Loans to the Corporation....................................  12
    5.3      Checks, Drafts, Etc.........................................  12
    5.4      Deposits....................................................  12

SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER...................  13
    6.1      Issuance of Shares..........................................  13
    6.2      Certificates for Shares.....................................  13
    6.3      Stock Records...............................................  13
    6.4      Restriction on Transfer.....................................  13
    6.5      Transfer of Shares..........................................  14
    6.6      Lost or Destroyed Certificates..............................  14

SECTION 7.  BOOKS AND RECORDS............................................  14

SECTION 8.  ACCOUNTING YEAR..............................................  15

SECTION 9.  SEAL.........................................................  15

SECTION 10.  INDEMNIFICATION.............................................  15
    10.1     Right to Indemnification....................................  15
    10.2     Restrictions on Indemnification.............................  16
    10.3     Advancement of Expenses.....................................  16
    10.4     Right of Indemnitee to Bring Suit...........................  16

                                      -ii-
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    10.5     Procedures Exclusive........................................  16
    10.6     Nonexclusivity of Rights....................................  17
    10.7     Insurance, Contracts and Funding............................  17
    10.8     Indemnification of Employees and Agents of the Corporation..  17
    10.9     Persons Serving Other Entities..............................  17

SECTION 11.  AMENDMENTS..................................................  18

                                     -iii-
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                          Amended and Restated Bylaws

                                      of

                           Onyx Software Corporation


                              SECTION 1.  OFFICES

     The principal office of the corporation shall be located at the principal
place of business or such other place as the Board of Directors ("Board") may
designate. The corporation may have such other offices as the Board may
designate or as the business of the corporation may require.

                            SECTION 2.  SHAREHOLDERS

2.1  Annual Meeting

     The annual meeting of the shareholders shall be held on the second Tuesday
in the month of March in each year at 9:00 a.m., or at such other date or time
as may be determined by the Board of Directors for the purpose of electing
Directors and transacting such other business as may properly come before the
meeting. If the day fixed for the annual meeting is a legal holiday at the place
of the meeting, the meeting shall be held on the next succeeding business day.

2.2  Special Meetings

     The Chairman of the Board, the President or the Board may call special
meetings of the shareholders for any purpose. Further, a special meeting of the
shareholders shall be held if the holders of not less than 25% of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting have dated, signed and delivered to the Secretary one or more written
demands for such meeting, describing the purpose or purposes for which it is to
be held.

2.3  Meetings by Communications Equipment

     Shareholders may participate in any meeting of the shareholders by any
means of communication by which all persons participating in the meeting can
hear each other during the meeting. Participation by such means shall constitute
presence in person at a meeting.

2.4  Date, Time and Place of Meeting

     Except as otherwise provided in these Bylaws, all meetings of shareholders,
including those held pursuant to demand by shareholders, shall be held on such
date and at such time and place designated by or at the direction of the Board.

                                      -1-
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2.5  Notice of Meeting

     Written notice stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called shall be given by or at the direction of the Board, the Chairman of the
Board, the President or the Secretary to each shareholder entitled to notice of
or to vote at the meeting not less than 10 nor more than 60 days before the
meeting, except that notice of a meeting to act on an amendment to the Articles
of Incorporation, a plan of merger or share exchange, the sale, lease, exchange
or other disposition of all or substantially all of the corporation's assets
other than in the regular course of business or the dissolution of the
corporation shall be given not less than 20 or more than 60 days before such
meeting. If an annual or special shareholders' meeting is adjourned to a
different date, time or place, no notice of the new date, time or place is
required if they are announced at the meeting before adjournment. If a new
record date for the adjourned meeting is or must be fixed, notice of the
adjourned meeting must be given to shareholders entitled to notice of or to vote
as of the new record date.

     Such notice may be transmitted by mail, private carrier, personal delivery,
telegraph, teletype or communications equipment that transmits a facsimile of
the notice. If these forms of written notice are impractical in the view of the
Board, the Chairman of the Board, the President or the Secretary, written notice
may be transmitted by an advertisement in a newspaper of general circulation in
the area of the corporation's principal office. If such notice is mailed, it is
effective when deposited in the official government mail, first-class postage
prepaid, properly addressed to the shareholder at such shareholder's address as
it appears in the corporation's current record of shareholders. Notice given in
any other manner is effective when dispatched to the shareholder's address,
telephone number or other number appearing on the records of the corporation.
Any notice given by publication is effective five days after first publication.

2.6  Business for Shareholders' Meetings

     2.6.1  Business at Annual Meetings

     In addition to the election of directors, other proper business may be
transacted at an annual meeting of shareholders, provided that such business is
properly brought before such meeting. To be properly brought before an annual
meeting, business must be (a) brought by or at the direction of the Board or (b)
brought before the meeting by a shareholder pursuant to written notice thereof,
in accordance with subsection 2.6.3 hereof, and received by the Secretary not
fewer than 90 nor more than 120 days prior to the anniversary date of the prior
year's annual meeting. Any such shareholder notice shall set forth (i) the name
and address of the shareholder proposing such business; (ii) a representation
that the shareholder is entitled to vote at such meeting and a statement of the
number of shares of the corporation which are beneficially owned by the
shareholder; (iii) a representation that the shareholder intends to appear in
person or by proxy at the meeting to propose such business; and (iv) as to each
matter the Articles of Amendment proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting, the language of the
proposal (if appropriate), and any material interest of the shareholder in such
business. No business shall be conducted at any annual meeting of shareholders
except in accordance with this subsection 2.6.1. If the facts warrant, the
Board, or the chairman of an

                                      -2-
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annual meeting of shareholders, may determine and declare that (a) that a
proposal does not constitute proper business to be transacted at the meeting or
(b) that business was not properly brought before the meeting in accordance with
the provisions of this subsection 2.6.1 and, if, in either case, it is so
determined, any such business shall not be transacted. In addition to the
procedures set forth in this subsection 2.6.1, shareholders desiring to include
a proposal in the Company's proxy statement must also comply with the
requirements set forth in Rule 14a-8 under Section 14 of the Securities Exchange
Act of 1934, as amended, or any successor provision.

     2.6.2  Business at Special Meetings

     At any special meeting of the shareholders, only such business as is
specified in the notice of such special meeting given by or at the direction of
the person or persons calling such meeting, in accordance with subsection 2.4
hereof, shall come before such meeting.

     2.6.3  Notice to Corporation

     Any written notice required to be delivered by a shareholder to the
corporation pursuant to subsection 2.2, subsection 2.4, subsection 2.6.1 or
subsection 2.6.2 hereof must be given, either by personal delivery or by
registered or certified mail, postage prepaid, to the Secretary at the
corporation's principal executive offices in the City of Bellevue, State of
Washington Any such shareholder notice shall set forth (i) the name and address
of the shareholder proposing such business; (ii) a representation that the
shareholder is entitled to vote at such meeting and a statement of the number of
shares of the corporation that are beneficially owned by the shareholder; (iii)
a representation that the shareholder intends to appear in person or by proxy at
the meeting to propose such business; and (iv) as to each matter the shareholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting, the language of the proposal (if appropriate), and any
material interest of the shareholder in such business.

2.7  Waiver of Notice

     Whenever any notice is required to be given to any shareholder under the
provisions of these Bylaws, the Articles of Incorporation or the Washington
Business Corporation Act, a waiver of notice in writing, signed by the person or
persons entitled to such notice and delivered to the corporation, whether before
or after the date and time of the meeting or before or after the action to be
taken by consent is effective, shall be the equivalent of the giving of such
notice. Further, notice of the time, place and purpose of any meeting will be
waived by any shareholder by attendance in person or by proxy, unless such
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting.

2.8  Fixing of Record Date for Determining Shareholders

     For the purpose of determining shareholders entitled (a) to notice of or to
vote at any meeting of shareholders or any adjournment thereof, (b) to demand a
special meeting, or (c) to receive payment of any dividend, or in order to make
a determination of shareholders for any other purpose, the Board may fix a
future date as the record date for any such determination.

                                      -3-
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Such record date shall be not more than 70 days, and, in case of a meeting of
shareholders, not less than 10 days, prior to the date on which the particular
action requiring such determination is to be taken. If no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting, the record date shall be the day immediately preceding the date on
which notice of the meeting is first given to shareholders. Such a determination
shall apply to any adjournment of the meeting unless the Board fixes a new
record date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting. If no record date is set
for the determination of shareholders entitled to receive payment of any stock
dividend or distribution (other than one involving a purchase, redemption, or
other acquisition of the corporation's shares) the record date shall be the date
the Board authorizes the stock dividend or distribution.

2.9 Voting Record

     At least 10 days before each meeting of shareholders, an alphabetical list
of the shareholders entitled to notice of such meeting shall be made, arranged
by voting group and by each class or series of shares, with the address of and
number of shares held by each shareholder. This record shall be kept at the
principal office of the corporation for 10 days prior to such meeting, and shall
be kept open at such meeting, for the inspection of any shareholder or any
shareholder's agent or attorney.

2.10 Quorum

     A majority of the votes entitled to be cast on a matter by the holders of
shares that, pursuant to the Articles of Incorporation or the Washington
Business Corporation Act, are entitled to vote and be counted collectively upon
such matter, represented in person or by proxy, shall constitute a quorum of
such shares at a meeting of shareholders. If less than a majority of such votes
are represented at a meeting, a majority of the votes so represented may adjourn
the meeting from time to time. Any business may be transacted at a reconvened
meeting that might have been transacted at the meeting as originally called,
provided a quorum is present or represented at such meeting. Once a share is
represented for any purpose at a meeting other than solely to object to holding
the meeting or transacting business, it is deemed present for quorum purposes
for the remainder of the meeting and any adjournment (unless a new record date
is or must be set for the adjourned meeting) notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.

2.11 Manner of Acting

     If a quorum is present, action on a matter other than the election of
Directors shall be approved if the votes cast in favor of the action by the
shares entitled to vote and be counted collectively upon such matter exceed the
votes cast against such action by the shares entitled to vote and be counted
collectively thereon, unless the Articles of Incorporation or the Washington
Business Corporation Act requires a greater number of affirmative votes.

                                      -4-
<PAGE>

2.12 Proxies

     A shareholder may vote by proxy executed in writing by the shareholder or
by his or her attorney-in-fact or agent. Such proxy shall be effective when
received by the Secretary or other officer or agent authorized to tabulate
votes. A proxy shall become invalid 11 months after the date of its execution,
unless otherwise provided in the proxy. A proxy with respect to a specified
meeting shall entitle its holder to vote at any reconvened meeting following
adjournment of such meeting but shall not be valid after the final adjournment.

2.13 Voting of Shares

     Except as provided in the Articles of Incorporation or in Section 2.14,
each outstanding share entitled to vote with respect to a matter submitted to a
meeting of shareholders shall be entitled to one vote upon such matter.

2.14 Voting for Directors

     Each shareholder entitled to vote at an election of Directors may vote, in
person or by proxy, the number of shares owned by such shareholder for as many
persons as there are Directors to be elected and for whose election such
shareholder has a right to vote, or (unless otherwise provided in the Articles
of Incorporation), each such shareholder may cumulate such shareholder's votes
by distributing among one or more candidates as many votes as are equal to the
number of such Directors multiplied by the number of such shareholder's shares.
Unless otherwise provided in the Articles of Incorporation, the candidates
elected shall be those receiving the largest number of votes cast, up to the
number of Directors to be elected.

2.15 Action by Shareholders Without a Meeting

     Any action that may or is required to be taken at a meeting of the
shareholders may be taken without a meeting by unanimous consent if one or more
written consents setting forth the action so taken shall be signed by all the
shareholders entitled to vote with respect to the matter. Unless the consent
specifies a later effective date, actions taken by written consent of the
shareholders are effective when (a) consents sufficient to authorize taking the
action are in possession of the corporation and (b) the period of advance notice
required by the Articles of Incorporation to be given to any nonconsenting or
nonvoting shareholders has been satisfied. Any such consent shall be inserted in
the minute book as if it were the minutes of a meeting of the shareholders.

                        SECTION 3.  BOARD OF DIRECTORS

3.1  General Powers

     All corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be managed under the direction
of, the Board, except as may be otherwise provided in these Bylaws, the Articles
of Incorporation or the Washington Business Corporation Act.

                                      -5-
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3.2  Number and Tenure

     The Board shall be composed of not less than five nor more than nine
Directors, the specific number to be set by resolution of the Board, provided,
however, that the Board may be less than five until vacancies are filled. No
decrease in the number of Directors shall have the effect of shortening the term
of any incumbent Director. Unless a Director dies, resigns, or is removed, his
or her term of office shall expire at the next annual meeting of shareholders;
provided, however, that a Director shall continue to serve until his or her
successor is elected or until there is a decrease in the authorized number of
Directors. Directors need not be shareholders of the corporation or residents of
the state of Washington and need not meet any other qualifications.

3.3  Annual and Regular Meetings

     An annual Board meeting shall be held without notice immediately after and
at the same place as the annual meeting of shareholders. By resolution the
Board, or any committee designated by the Board, may specify the time and place
for holding regular meetings without notice other than such resolution.

3.4  Special Meetings

     Special meetings of the Board or any committee designated by the Board may
be called by or at the request of the Chairman of the Board, the President, the
Secretary or, in the case of special Board meetings, any Director and, in the
case of any special meeting of any committee designated by the Board, by its
Chairman. The person or persons authorized to call special meetings may fix any
place for holding any special Board or committee meeting called by them.

3.5  Meetings by Communications Equipment

     Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by, or conduct the meeting
through the use of, any means of communication by which all Directors
participating in the meeting can hear each other during the meeting.
Participation by such means shall constitute presence in person at a meeting.

3.6  Notice of Special Meetings

     Notice of a special Board or committee meeting stating the place, day and
hour of the meeting shall be given to a Director in writing or orally, as
provided below. Neither the business to be transacted at nor the purpose of any
special meeting need be specified in the notice of such meeting.

     3.6.1  Personal Delivery

     If notice is given by personal delivery, the notice shall be delivered to a
Director at least two days before the meeting.

                                      -6-
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     3.6.2  Delivery by Mail

     If notice is delivered by mail, the notice shall be deposited in the
official government mail at least five days before the meeting, properly
addressed to a Director at his or her address shown on the records of the
corporation, with postage thereon prepaid.

     3.6.3  Delivery by Private Carrier

     If notice is given by private carrier, the notice shall be dispatched to a
Director at his or her address shown on the records of the corporation at least
three days before the meeting.

     3.6.4  Facsimile Notice

     If notice is delivered by wire or wireless equipment that transmits a
facsimile of the notice, the notice shall be dispatched at least two days before
the meeting to a Director at his or her telephone number or other number
appearing on the records of the corporation.

     3.6.5  Delivery by Telegraph

     If notice is delivered by telegraph, the notice shall be delivered to the
telegraph company for delivery to a Director at his or her address shown on the
records of the corporation at least three days before the meeting.

     3.6.6  Oral Notice

     If notice is delivered orally, by telephone, in person or by wire or
wireless equipment that does not transmit a facsimile of the notice, the notice
shall be communicated to the Director at least two days before the meeting.

3.7  Waiver of Notice

     3.7.1  In Writing

     Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Articles of Incorporation or the Washington
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice and delivered to the corporation, whether before
or after the date and time of the meeting, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at nor the purpose
of any regular or special meeting of the Board or any committee designated by
the Board need be specified in the waiver of notice of such meeting.

     3.7.2  By Attendance

     A Director's attendance at or participation in a Board or committee meeting
shall constitute a waiver of notice of such meeting, unless the Director at the
beginning of the meeting, or promptly upon his or her arrival, objects to
holding the meeting or transacting business at such meeting and does not
thereafter vote for or assent to action taken at the meeting.

                                      -7-
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3.8  Quorum

     A majority of the number of Directors fixed by or in the manner provided in
these Bylaws shall constitute a quorum for the transaction of business at any
Board meeting but, if less than a majority are present at a meeting, a majority
of the Directors present may adjourn the meeting from time to time without
further notice. A majority of the number of Directors composing any committee of
the Board, as established and fixed by resolution of the Board, shall constitute
a quorum for the transaction of business at any meeting of such committee but,
if less than a majority are present at a meeting, a majority of such Directors
present may adjourn the committee meeting from time to time without further
notice.

3.9  Manner of Acting

     If a quorum is present when the vote is taken, the act of the majority of
the Directors present at a Board or committee meeting shall be the act of the
Board or such committee, unless the vote of a greater number is required by
these Bylaws, the Articles of Incorporation or the Washington Business
Corporation Act.

3.10  Presumption of Assent

     A Director of the corporation who is present at a Board or committee
meeting at which any action is taken shall be deemed to have assented to the
action taken unless (a) the Director objects at the beginning of the meeting, or
promptly upon the Director's arrival, to holding the meeting or transacting any
business at such meeting, (b) the Director's dissent or abstention from the
action taken is entered in the minutes of the meeting, or (c) the Director
delivers written notice of the Director's dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation within a
reasonable time after adjournment of the meeting. The right of dissent or
abstention is not available to a Director who votes in favor of the action
taken.

3.11 Action by Board or Committees Without a Meeting

     Any action that could be taken at a meeting of the Board or of any
committee created by the Board may be taken without a meeting if one or more
written consents setting forth the action so taken are signed by each of the
Directors or by each committee member either before or after the action is taken
and delivered to the corporation. Action taken by written consent of Directors
without a meeting is effective when the last Director signs the consent, unless
the consent specifies a later effective date. Any such written consent shall be
inserted in the minute book as if it were the minutes of a Board or a committee
meeting.

3.12 Resignation

     Any Director may resign from the Board or any committee of the Board at any
time by delivering either oral tender of resignation at any meeting of the Board
or any committee or written notice to the Chairman of the Board, the President,
the Secretary or the Board. Any such resignation is effective upon delivery
thereof unless the notice of resignation specifies a

                                      -8-
<PAGE>

later effective date and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

3.13 Removal

     At a meeting of shareholders called expressly for that purpose, one or more
members of the Board, including the entire Board, may be removed with or without
cause (unless the Articles of Incorporation permit removal for cause only) by
the holders of the shares entitled to elect the Director or Directors whose
removal is sought if the number of votes cast to remove the Director exceeds the
number of votes cast not to remove the Director.

3.14 Vacancies

     Unless the Articles of Incorporation provide otherwise, any vacancy
occurring on the Board may be filled by the shareholders, the Board or, if the
Directors in office constitute fewer than a quorum, by the affirmative vote of a
majority of the remaining Directors. Any vacant office to be held by a Director
elected by the holders of one or more classes or series of shares entitled to
vote and be counted collectively thereon shall be filled only by the vote of the
holders of such class or series of shares. A Director elected to fill a vacancy
shall serve only until the next election of Directors by the shareholders.

3.15 Executive and Other Committees

     3.15.1  Creation of Committees

     The Board, by resolution adopted by the greater of a majority of the
Directors then in office and the number of Directors required to take action in
accordance with these Bylaws, may create standing or temporary committees,
including an Executive Committee, and appoint members from its own number and
invest such committees with such powers as it may see fit, subject to such
conditions as may be prescribed by the Board, the Articles of Incorporation,
these Bylaws and applicable law. Each committee must have two or more members,
who shall serve at the pleasure of the Board.

     3.15.2  Authority of Committees

     Each committee shall have and may exercise all of the authority of the
Board to the extent provided in the resolution of the Board creating the
committee and any subsequent resolutions adopted in like manner, except that no
such committee shall have the authority to: (1) authorize or approve a
distribution except according to a general formula or method prescribed by the
Board, (2) approve or propose to shareholders actions or proposals required by
the Washington Business Corporation Act to be approved by shareholders, (3) fill
vacancies on the Board or any committee thereof, (4) amend the Articles of
Incorporation pursuant to RCW 23B.10.020, (5) adopt, amend or repeal Bylaws, (6)
approve a plan of merger not requiring shareholder approval, or (7) 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 may authorize a committee or a senior
executive officer of the corporation to do so within limits specifically
prescribed by the Board.

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<PAGE>

     3.15.3  Minutes of Meetings

     All committees shall keep regular minutes of their meetings and shall cause
them to be recorded in books kept for that purpose.

     3.15.4  Removal

     The Board may remove any member of any committee elected or appointed by it
but only by the affirmative vote of the greater of a majority of the Directors
then in office and the number of Directors required to take action in accordance
with these Bylaws.

3.16 Compensation

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

                             SECTION 4.  OFFICERS

4.1  Appointment and Term

     The officers of the corporation shall be those officers appointed from time
to time by the Board or by any other officer empowered to do so. The Board shall
have sole power and authority to appoint executive officers. As used herein, the
term "executive officer" shall mean the President, any Vice President in charge
of a principal business unit, division or function or any other officer who
performs a policy-making function. The Board or the President may appoint such
other officers and assistant officers to hold office for such period, have such
authority and perform such duties as may be prescribed. The Board may delegate
to any other officer the power to appoint any subordinate officers and to
prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person. Unless an officer dies, resigns or
is removed from office, he or she shall hold office until his or her successor
is appointed.

4.2  Resignation

     Any officer may resign at any time by delivering written notice to the
corporation. Any such resignation is effective upon delivery, unless the notice
of resignation specifies a later effective date, and, unless otherwise
specified, the acceptance of such resignation shall not be necessary to make it
effective.

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4.3  Removal

     Any officer may be removed by the Board at any time, with or without cause.
An officer or assistant officer, if appointed by another officer, may be removed
by any officer authorized to appoint officers or assistant officers.

4.4  Contract Rights of Officers

     The appointment of an officer does not itself create contract rights.

4.5  Chairman of the Board

     If appointed, the Chairman of the Board shall perform such duties as shall
be assigned to him or her by the Board from time to time, and shall preside over
meetings of the Board and shareholders unless another officer is appointed or
designated by the Board as Chairman of such meetings.

4.6  President

     If appointed, the President shall be the chief executive officer of the
corporation unless some other officer is so designated by the Board, shall
preside over meetings of the Board and shareholders in the absence of a Chairman
of the Board, and, subject to the Board's control, shall supervise and control
all of the assets, business and affairs of the corporation. In general, the
President shall perform all duties incident to the office of President and such
other duties as are prescribed by the Board from time to time. If no Secretary
has been appointed, the President shall have responsibility for the preparation
of minutes of meetings of the Board and shareholders and for authentication of
the records of the corporation.

4.7  Vice President

     In the event of the death of the President or his or her inability to act,
the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Vice Presidents shall perform such other duties
as from time to time may be assigned to them by the President or by or at the
direction of the Board.

4.8  Secretary

     If appointed, the Secretary shall be responsible for preparation of minutes
of the meetings of the Board and shareholders, maintenance of the corporation
records and stock registers, and authentication of the corporation's records and
shall in general perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the President
or by or at the direction of the Board. In the absence of the Secretary, an
Assistant Secretary may perform the duties of the Secretary.

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4.9  Treasurer

     If appointed, the Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in banks,
trust companies or other depositories selected in accordance with the provisions
of these Bylaws, and 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 to him
or her by the President or by or at the direction of the Board. In the absence
of the Treasurer, an Assistant Treasurer may perform the duties of the
Treasurer.

4.10 Salaries

     The salaries of the officers shall be fixed from time to time by the Board
or by any person or persons to whom the Board has delegated such authority. No
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the corporation.

               SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1  Contracts

     The Board 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.

5.2  Loans to the Corporation

     No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the Board. Such authority may be general or confined to specific instances.

5.3  Checks, Drafts, Etc.

     All checks, drafts or other orders for the payment of money, notes or 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 is from time to time determined by resolution of the Board.

5.4  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 Board may select.

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            SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1  Issuance of Shares

     No shares of the corporation shall be issued unless authorized by the
Board, or by a committee designated by the Board to the extent such committee is
empowered to do so.

6.2  Certificates for Shares

     Certificates representing shares of the corporation shall be signed, either
manually or in facsimile, by the President or any Vice President and by the
Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary
and shall include on their face written notice of any restrictions that may be
imposed on the transferability of such shares. All certificates shall be
consecutively numbered or otherwise identified.

6.3  Stock Records

     The stock transfer books shall be kept at the principal office of the
corporation or at the office of the corporation's transfer agent or registrar.
The name and address of each person to whom certificates for shares are issued,
together with the class and number of shares represented by each such
certificate and the date of issue thereof, shall be entered on the stock
transfer books of the corporation. 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.

6.4  Restriction on Transfer

     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, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the certificate, or
on the reverse of the certificate if a reference to the legend is contained on
the face, which reads substantially as follows:

          "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
          APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD,
          DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED
          UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
          AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION
          INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF
          LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS
          CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION,
          OR

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<PAGE>

          (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION
          IS EXEMPT FROM REGISTRATION."

6.5  Transfer of Shares

     The transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.

6.6  Lost or Destroyed Certificates

     In the case of a lost, destroyed or damaged certificate, a new certificate
may be issued in its place upon such terms and indemnity to the corporation as
the Board may prescribe.

                         SECTION 7.  BOOKS AND RECORDS

     The corporation shall:

     (a)  Keep as permanent records minutes of all meetings of its shareholders
and the Board, a record of all actions taken by the shareholders or the Board
without a meeting, and a record of all actions taken by a committee of the Board
exercising the authority of the Board on behalf of the corporation.

     (b)  Maintain appropriate accounting records.

     (c)  Maintain 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; provided, however, such record may be maintained by an agent of
the corporation.

     (d)  Maintain its records in written form or in another form capable of
conversion into written form within a reasonable time.

     (e)  Keep a copy of the following records at its principal office:

          1.  the Articles of Incorporation and all amendments thereto as
currently in effect;

          2.  these Bylaws and all amendments thereto as currently in effect;

          3.  the minutes of all meetings of shareholders and records of all
action taken by shareholders without a meeting, for the past three years;

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          4.  the financial statements described in Section 23B.16.200(1) of the
Washington Business Corporation Act, for the past three years;

          5.  all written communications to shareholders generally within the
past three years;

          6.  a list of the names and business addresses of the current
Directors and officers; and

          7.  the most recent annual report delivered to the Washington
Secretary of State.

                          SECTION 8.  ACCOUNTING YEAR

     The accounting year of the corporation shall be the calendar year, provided
that if a different accounting year is at any time selected by the Board for
purposes of federal income taxes, or any other purpose, the accounting year
shall be the year so selected.

                               SECTION 9.  SEAL

     The Board may provide for a corporate seal that shall consist of the name
of the corporation, the state of its incorporation and the year of its
incorporation.

                         SECTION 10.  INDEMNIFICATION

10.1 Right to Indemnification

     Each person who was, is or is threatened to be made a party to or is
otherwise involved (including, without limitation, as a witness) in any
threatened, pending or completed action, suit, claim or proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal
(hereafter a "proceeding"), by reason of the fact that he or she is or was a
Director or officer of the corporation or, that being or having been such a
Director or officer or an employee of the corporation, he or she is or was
serving at the request of the corporation as a Director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise (hereafter an "indemnitee"),
whether the basis of a proceeding is alleged action in an official capacity or
in any other capacity while serving as such a Director, officer, partner,
trustee, employee or agent shall be indemnified and held harmless by the
corporation against all losses, claims, damages (compensatory, exemplary,
punitive or otherwise), liabilities and expenses (including attorneys' fees,
costs, judgments, fines, ERISA excise taxes or penalties, amounts to be paid in
settlement and any other expenses) actually and reasonably incurred or suffered
by such indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a Director or officer of the
Company or a Director, officer partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and shall inure to the benefit of the indemnitee's heirs, executors
and administrators. Except as provided in subsection 10.4 of this Section with
respect to proceedings seeking to enforce rights to indemnification, the
corporation shall indemnify any such indemnitee in connection with a

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proceeding (or part thereof) initiated by such indemnitee only if a proceeding
(or part thereof) was authorized or ratified by the Board. The right to
indemnification conferred in this Section shall be a contract right.

10.2 Restrictions on Indemnification

     No indemnification shall be provided to any such indemnitee for acts or
omissions of the indemnitee finally adjudged to be intentional misconduct or a
knowing violation of law, for conduct of the indemnitee finally adjudged to be
in violation of Section 23B.08.310 of the Washington Business Corporation Act,
for any transaction with respect to which it was finally adjudged that such
indemnitee personally received a benefit in money, property or services to which
the indemnitee was not legally entitled or if the corporation is otherwise
prohibited by applicable law from paying such indemnification. Notwithstanding
the foregoing, if Section 23B.08.560 or any successor provision of the
Washington Business Corporation Act is hereafter amended, the restrictions on
indemnification set forth in this subsection 10.2 shall be as set forth in such
amended statutory provision.

10.3 Advancement of Expenses

     The right to indemnification conferred in this Section shall include the
right to be paid by the corporation the expenses incurred in defending any
proceeding in advance of its final disposition (hereinafter an "advancement of
expenses").  An advancement of expenses shall be made upon delivery to the
corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified.

10.4 Right of Indemnitee to Bring Suit

     If a claim under subsection 10.1 or 10.3 of this Section is not paid in
full by the corporation within 60 days after a written claim has been received
by the corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be 20 days, the indemnitee
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim. If successful in whole or in part, in any such suit
or in a suit brought by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of litigating such suit. The indemnitee shall be presumed
to be entitled to indemnification under this Section upon submission of a
written claim (and, in an action brought to enforce a claim for an advancement
of expenses, when the required undertaking has been tendered to the corporation)
and thereafter the corporation shall have the burden of proof to overcome the
presumption that the indemnitee is so entitled.

10.5 Procedures Exclusive

     Pursuant to Section 23B.08.560(2) or any successor provision of the
Washington Business Corporation Act, the procedures for indemnification and the
advancement of expenses

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set forth in this Section are in lieu of the procedures required by Section
23B.08.550 or any successor provision of the Washington Business Corporation
Act.

10.6 Nonexclusivity of Rights

     Except as set forth in subsection 10.5, the right to indemnification and
the advancement of expenses conferred in this Section shall not be exclusive of
any other right that any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation or Bylaws of the corporation, general
or specific action of the Board or shareholders, contract or otherwise.

10.7 Insurance, Contracts and Funding

     The corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, partner, trustee, employee or agent of the
corporation or another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any expense, liability or loss, whether
or not the corporation would have the authority or right to indemnify such
person against such expense, liability or loss under the Washington Business
Corporation Act or other law. The corporation may enter into contracts with any
Director, officer, partner, trustee, employee or agent of the corporation in
furtherance of the provisions of this Section and may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Section.

10.8 Indemnification of Employees and Agents of the Corporation

     In addition to the rights of indemnification set forth in subsection 10.1,
the corporation may, by action of the Board, grant rights to indemnification and
advancement of expenses to employees and agents or any class or group of
employees and agents of the corporation (a) with the same scope and effect as
the provisions of this Section with respect to indemnification and the
advancement of expenses of Directors and officers of the corporation; (b)
pursuant to rights granted or provided by the Washington Business Corporation
Act; or (c) as are otherwise consistent with law.

10.9 Persons Serving Other Entities

     Any person who, while a Director, officer or employee of the corporation,
is or was serving (a) as a Director, officer, employee or agent of another
corporation of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation or (b) as a partner, trustee or
otherwise in an executive or management capacity in a partnership, joint
venture, trust, employee benefit plan or other enterprise of which the
corporation or a majority owned subsidiary of the corporation is a general
partner or has a majority ownership shall conclusively be deemed to be so
serving at the request of the corporation and entitled to indemnification and
the advancement of expenses under subsections 10.1 and 10.3 of this Section.

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                            SECTION 11.  AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board, except that the Board may not repeal or amend any Bylaw
that the shareholders have expressly provided, in amending or repealing such
Bylaw, may not be amended or repealed by the Board. The shareholders may also
alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the
Board may be amended, repealed, altered or modified by the shareholders.

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