EXHIBIT
3.1
AMENDED
AND RESTATED BYLAWS OF
COLUMBIA
BANKING SYSTEM, INC.
October
24, 2007
TABLE
OF CONTENTS
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Page
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1
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Section
1.1 - Shareholder Meetings
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1
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Section
1.2 - Annual Meeting
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1
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Section
1.3 - Special Meetings
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1
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Section
1.4 - Notice
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1
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Section
1.5 - Quorum
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2
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Section
1.6 - Adjournment
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2
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Section
1.7 - Chairman of Meeting
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2
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Section
1.8 - Secretary of Meeting
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2
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Section
1.9 - Conduct of Meetings
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2
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Section
1.10 - Consent to Action
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2
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Section
1.11 - Proxies
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2
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Section
1.12 - Shareholder Advisor
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3
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Section
1.13 - Recording of Proceedings
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3
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Section
1.14 - Record Date
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3
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Section
1.15 - List of Shareholders
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3
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ARTICLE
2 - DIRECTORS
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4
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Section
2.1 - Management of Corporation
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4
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Section
2.2 - Number of Directors
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4
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Section
2.3 - Qualifications and Nominations of
Directors
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4
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Section
2.4 - Annual Meetings
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4
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Section
2.5 - Place of Meetings
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4
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Section
2.6 - Regular Meetings
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4
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Section
2.7 - Special Meetings
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5
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Section
2.8 - Notices
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5
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Section
2.9 - Quorum
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5
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Section
2.10 - Attendance by Conference Telecommunication
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5
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Section
2.11 - Consent to Action
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5
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Section
2.12 - Compensation
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6
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Section
2.13 - Manifestation of Dissent
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6
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ARTICLE
3 - COMMITTEES OF THE BOARD OF DIRECTORS
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6
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Section
3.1 - Executive Committee
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6
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Section
3.2 - Audit Committee
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7
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Section
3.3 - Other Committees
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7
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Section
3.4 - Rules of Procedure
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7
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ARTICLE
4 - OFFICERS AND EMPLOYEES
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7
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Section
4.1 - Officers
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7
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Section
4.2 - Election
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8
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Section
4.3 - Removal and Vacancy
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8
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Section
4.4 - Compensation
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8
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Section
4.5 - Exercise of Rights as Stockholders
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8
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Section
4.6 - Duties of Chairman of the Board
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8
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Section
4.7 - Duties of Vice Chairman
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Section
4.8 - Duties of Chief Executive Officer
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Section
4.9 - Duties of President
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9
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Section
4.10 - Duties of Vice President
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9
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Section
4.11 - Duties of Secretary
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9
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Section
4.12 - Duties of Treasurer
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10
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Section
4.13 - Other Officers
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10
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Section
4.14 - Clerks and Agents
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10
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ARTICLE
5 - SHARES AND CERTIFICATES FOR SHARES
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10
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Section
5.1 - Consideration
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10
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Section
5.2 - Stock Certificates
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10
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Section
5.3 - Lost Certificates
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11
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Section
5.4 - Transfer of Shares
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11
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Section
5.5 - Holder of Record
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11
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Section
5.6 - Issuance of Shares
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11
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Section
5.7 - Subscriptions
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12
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Section
5.8 - Payment of Subscriptions
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12
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Section
5.9 - Default in Payment of Subscriptions
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12
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ARTICLE
6 - SEAL
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12
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Section
6.1 - Corporate Seal
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12
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ARTICLE
7 - MISCELLANEOUS PROVISIONS
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12
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Section
7.1 - Fiscal Year
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12
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Section
7.2 - Records
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13
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ARTICLE
8 - BYLAWS
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13
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13
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Section
8.2 - Amendments
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13
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RESTATED
AND AMENDED BYLAWS OF
COLUMBIA
BANKING SYSTEM, INC.
ARTICLE
1
Meetings
of Shareholders
SECTION
1.1 - Shareholder Meetings.
Shareholder meetings shall be held at the principal office of the corporation,
or at such other location within or without the State of Washington as shall
be
determined by the Board of Directors and stated in the Notice of
Meeting.
SECTION
1.2 - Annual Meeting.
The
regular annual meeting of the shareholders for the election of directors and
for
the transaction of such other business as may properly be brought before the
meeting shall be held on such day and at such time following the close of the
corporation's fiscal year as shall be determined each year by the Board of
Directors. If such annual meeting is omitted by oversight or otherwise during
such period, a subsequent annual meeting may nonetheless be held, and any
business transacted or elections held at such meeting shall be as valid as
if
the annual meeting had been held during the period provided above.
SECTION
1.3 - Special Meetings.
Special
meetings of the shareholders may be called at any time by the Chairman, the
Chief Executive Officer, the President, a majority of the Board of Directors,
or
any shareholder or shareholders holding in the aggregate not less than one-tenth
of all shares entitled to vote at the special meeting. Shareholders may hold
a
meeting at any time and place without notice or call, upon appropriate waivers
signed by all shareholders who are entitled to vote at a shareholders'
meeting.
SECTION
1.4 - Notice.
Written
notice stating the place, day, and hour of the meeting, and in case of a special
meeting the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) days nor more that sixty (60) days before
the
date of the meeting, either personally or by mail, by or at the direction of
the
Chairman, the Chief Executive Officer, the President, the Secretary, or the
person or persons calling the meeting to each shareholder of record entitled
to
vote at such meeting. If mailed, such notice shall 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 the stock transfer books of the
corporation. Each shareholder shall be responsible for providing the Secretary
with the shareholder's current mailing address to which notices of meetings
and
all other corporate notices may be sent. A shareholder may waive any notice
required for any meeting by executing a written waiver of notice either before
or after said meeting and such waiver shall be equivalent to the giving of
such
notice. The attendance of a shareholder at a shareholders' meeting, in person
or
by proxy, shall constitute a waiver of notice of the meeting.
SECTION
1.5 - Quorum.
A
majority of the shares entitled to voteshall constitute a quorum at a meeting
of
shareholders. When a quorum is present at any meeting, action on a matter,
other
than the election of directors, is approved if the votes cast favoring the
action exceed the votes cast opposing the action, unless otherwise provided
by
the Articles of Incorporation or law.
SECTION
1.6 - Adjournment.
A
majority of the shares represented at a meeting, even if less than a quorum,
may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may
be
transacted which might have been transacted at the meeting as originally stated
in the notice of meeting. The shareholders present at a duly organized meeting
may continue to transact business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
SECTION
1.7 - Chairman of Meeting.
The
Chairman, or in his absence, the Chief Executive Officer, or the President,
shall preside at all meetings of the shareholders unless the Board of Directors
shall otherwise determine. The Board of Directors may appoint any shareholder
to
act as chairman of the meeting.
SECTION
1.8 - Secretary of Meeting.
The
Secretary shall act as a secretary at all meeting of the shareholders, and
in
his absence, the presiding officer may appoint any person to act as
secretary.
SECTION
1.9 - Conduct of Meetings.
Shareholder meetings shall be conducted in an orderly and fair manner, but
the
presiding officer shall not be bound by any technical rules of parliamentary
procedure.
SECTION
1.10 - Voting.
Each
outstanding share shall be entitled to one vote on each matter submitted to
a
vote at a meeting of shareholder.
SECTION
1.11 - Proxies.
At all
meetings of shareholders, a shareholder may vote by proxy executed in writing
by
the shareholder of by his duly authorized attorney in fact. Such proxy shall
be
filed with the Secretary of the corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of
its
execution, unless otherwise provided in the proxy.
SECTION
1.12 - Shareholder Advisor.
A
shareholder or holder of a valid proxy may be accompanied at any shareholders'
meeting by one personal advisor, but no such advisor may address the meeting
without the consent of the presiding officer.
SECTION
1.13 - Recording of Proceedings.
The
proceedings of a shareholders' meeting may not be mechanically or electronically
recorded other than by the Secretary or acting secretary without the express
approval of all individuals in attendance at the meeting.
SECTION
1.14 - Record Date.
For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for
any other proper purpose, 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 shall not be more than sixty (60) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If no record date is fixed by the Board of Directors, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board
declaring such dividend is adopted, as the case may be, shall be the record
date
for such determination of shareholders. 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.
SECTION
1.15 - List of Shareholders.
The
Secretary of the corporation shall make a complete record of the shareholders
entitled to vote at a meeting of shareholders, or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each as shown on the corporation's stock transfer books on the record
date. Such record shall be kept on file a the registered office of the
corporation for a period of ten (10) days prior to the meeting of shareholders.
Such record 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 the meeting for any proper purpose.
ARTICLE
2
Directors
SECTION
2.1 - Management of Corporation.
All
corporate powers shall be exercised by, or under authority of, and the business
and affairs of the corporation shall be managed under the direction of the
Board
of Directors (hereinafter sometimes referred to as the "Board").
SECTION
2.2 - Number of Directors.
The
initial number of directors is stated in the Articles of Incorporation. The
number to be elected by the shareholders shall consist of not less than five
(5)
nor more than twenty-five (25) persons. The exact number within such minimum
and
maximum limits shall be fixed and determined by resolution of the Board of
Directors. The number of directors elected by the shareholders at the last
preceding annual meeting may be increased by not more than two(2) directors
by
the Board between annual meetings of the shareholders. The Board of Directors
may appoint qualified persons to fill vacancies on the Board of Directors,
whether caused by resignation, death or otherwise; provided, that at no time
shall the total number of directors exceed twenty-five (25).
SECTION
2.3 - Qualifications and Nominations of Directors.
Any
person who will not attain the age of 75 before the meeting of shareholders
at
which elected (or had not attained that age by the date of the last annual
meeting of shareholders, if appointed) may become a director of this
corporation; provided that this provision shall not become effective until
January 1, 1996. Any nomination to the Board of Directors (other than one
proposed by the existing Board of the corporation) must be made in the manner
set forth in the Articles of Incorporation.
SECTION
2.4 - Annual Meetings.
Immediately after the annual meeting of shareholders, the Directors shall meet
to elect officers and transact any other business.
SECTION
2.5 - Place of Meetings.
Meetings of the Board of Directors, regular or special, may be held within
or
without this state.
SECTION
2.6 - Regular Meetings.
Regular
meetings of the Board of Directors may be held without notice at such time
and
at such place as the Board may by vote from time to time designate.
SECTION
2.7 - Special Meetings.
Special
meetings of the Board of Directors may be called by the Chairman, the Chief
Executive Officer, the President, or by any two (2) directors.
SECTION
2.8 - Notices.
Notices
of special meetings of the Board of Directors stating the date, time, place
and
in general terms the purpose or purposes thereof shall be delivered to each
director, by mailing written notice at least two (2) days before the meeting
or
by telephoning, telegraphing or personally advising each director at least
one
(1) day before the meeting. A special meeting shall be held not more than twenty
(20) days after the delivery of said notice. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the director at the address provided to the Secretary.
An
entry of the service of notice, given in the manner above provided, shall be
made in the minutes of the proceedings of the Board of Directors, and such
entry, if read and approved at the subsequent meeting of the Board, shall be
conclusive on the question of service. Attendance of a director at a special
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened. A director also may waive any notice required for any meeting by
executing a written waiver of notice either before or after said meeting, and
such waiver shall be equivalent to the giving of such notice.
SECTION
2.9 Quorum.
A
majority of the directors shall constitute a quorum for the transaction of
business. Unless otherwise provided in the Articles of Incorporation or these
Bylaws, the act of the majority of the directors present at a meeting at which
a
quorum is present shall be the act of the Board of Directors. A majority of
those present at the time and place of any regular or special meeting, although
less than a quorum, may adjourn from time to time, without further notice,
until
a quorum shall attend. When a quorum shall attend, any business may be
transacted which might have been transacted at the meeting had the same been
held on the date stated in the notice of meeting.
SECTION
2.10 - Attendance by Conference Telecommunication.
Members
of the Board of Directors may participate in a meeting of such Board by means
of
a conference telephone or similar communications equipment, by means of which
all person 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.
SECTION
2.11 - Consent to Action.
Any
action which may be taken at a meeting of the Board of Directors, or at a
meeting of any committee of the Board, may be taken without a meeting if a
consent in writing, setting forth the action so taken shall be signed by all
of
the directors or all the members of the committee. Such consent shall have
the
same force and effect as a unanimous vote at a duly convened
meeting.
SECTION
2.12 - Compensation.
The
directors shall receive such reasonable compensation for their services as
directors and as members of any committee appointed by the Board as may be
prescribed by the Board of Directors, and may be reimbursed by the corporation
for ordinary and reasonable expenses incurred in the performance of their
duties.
SECTION
2.13 - Manifestation of Dissent.
A
director of the corporation who is present at a meeting of the Board at which
action on any corporate matter is taken shall be presumed to have assented
to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof
or
shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such
action.
ARTICLE
3
Committees
of the Board of Directors
SECTION
3.1 - Executive Committee.
By
resolution adopted by a majority of the entire Board of Directors, the Board
may
designate from among its members an Executive Committee of not less than five
(5) nor more than nine (9) members, including the Chairman, the Chief Executive
Officer, and the President. The Chairman, or in his absence the Chief Executive
Officer, shall act as chairman of the Executive Committee. Any member of the
Board may serve as an alternate member of the Executive Committee in the absence
of a regular member or members. The Executive Committee shall have and may
exercise all of the authority of the Board of Directors during the intervals
between meetings of the Bank, except that the committee shall not have the
authority to: (1) authorize or approve a distribution or issuance of shares,
except according to a general formula or method prescribed by the Board of
Directors, (2) approve or propose to shareholders actions or proposals requiring
shareholder approval, (3) fill vacancies on the Board of Directors 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
within certain limits specifically prescribed by the Board of
Directors.
SECTION
3.2 - Audit Committee.
By
resolution adopted by a majority of the entire Board of Directors, the Board
may
appoint from among its members an Audit Committee of three (3) or more, none
of
whom shall be active officers of the corporation, and may designate one (l)
of
such members as chairman of the Committee. The Board may also designate one
or
more directors as alternates to serve as a member or members of the Committee
in
the absence of a regular member or members. The Committee shall establish and
maintain continuing communications between the Board and the corporation's
independent auditors, internal auditors, and members of financial management
with respect to the audit of the corporation's accounts and financial affairs
and the audit of the corporation's controlled subsidiaries. The Committee shall
have such other powers and perform such other duties as may from time to time
be
prescribed by the Board of Directors.
SECTION
3.3 - Other Committees.
By
resolution adopted by a majority of the entire Board of Directors, the Board
may
designate from among its members such other committees as it may deem necessary,
each of which shall consist of not less than two (2) directors and have such
powers and duties as may from time to time be prescribed by the
Board.
SECTION
3.4 - Rules of Procedure.
The
majority of the members of any committee may fix its rules of procedure. All
actions by any committee shall be reported in written minutes available at
any
reasonable time to any Board member. Such actions shall be subject to revision,
alteration and approval by the Board of Directors; provided, that no rights
or
acts of third parties who have relied in good faith on the authority granted
herein shall be affected by such revision or alteration.
ARTICLE
4
Officers
and Employees
SECTION
4.1 - Officers.
The
Board of Directors shall elect a Chairman, a Chief Executive Officer, and a
President. It shall also elect one or more Vice Presidents, a Secretary and
a
Treasurer and such additional officers as in the opinion of the Board the
business of the corporation requires. The Board may also elect or appoint,
or in
its discretion delegate to the Chief Executive Officer the authority to appoint,
from time to time such other or additional officers as are desirable for the
conduct of the business of the corporation.
SECTION
4.2 - Election.
The
Chairman, theChief Executive Officer and the President shall be directors.
These
persons shall be elected annually by the Board of Directors and they shall
hold
office at the pleasure of the Board of Directors.
SECTION
4.3 - Removal and Vacancy.
Any
officer, agent, or employee of the corporation may be removed by the Board
of
Directors at any time with or without cause. Such removal, however, shall be
without prejudice to the contract rights, if any, of the persons so removed.
Election or appointment of an officer or agent or employee shall not of itself
create contract rights. If any corporate office becomes vacant by reason of
death, resignation, removal or otherwise, the Board of Directors or the
executive officer possessing delegated authority to appoint such an officer,
shall have power to fill such vacancies. In case of the absence or disability
of
any officer, the Board of Directors or the Chief Executive Officer may delegate
the powers or duties of any such officer to another officer for the time
being.
SECTION
4.4 - Compensation.
The
compensation of the Chief Executive Officer shall be fixed by the Board of
Directors. Unless fixed by the Board of Directors, the compensation for all
other officers, employees or agents of the corporation shall be established
by
or at the direction of the Chief Executive Officer.
SECTION
4.5 - Exercise of Rights as Stockholders.
Unless
otherwise ordered by the Board of Directors, the Chief Executive Officer or
the
Chief Executive Officer’s designee acting by written designation, shall have
full power and authority on behalf of the corporation to attend and to vote
at
any meeting of shareholders of any corporation in which this corporation may
hold stock, other than in a fiduciary capacity, and may exercise on behalf
of
this corporation any and all of the rights and powers incident to the ownership
of such stock at any such meeting, and shall have power and authority to execute
and deliver proxies and consents on behalf of this corporation in connection
with the exercise by this corporation of the rights and powers incident to
the
ownership of such stock. The Board of Directors, from time to time, may confer
like powers upon any other person or persons.
SECTION
4.6 - Duties of Chairman of the Board.
The
Chairman shall preside at all meetings of the shareholders and at meetings
of
the Board of Directors and the Executive Committee; provided, however, that
the
Chairman of the Board shall not, by reason of such office, be considered an
executive officer of the corporation or be assigned executive responsibilities
or participate in the operational management of the corporation.
SECTION
4.7 - Duties of Vice Chairman.
The
Vice Chairman shall have such powers and exercise such other duties as shall
be
delegated to such officer by the Chief Executive Officer or the
Board.
SECTION
4.8 - Duties of Chief Executive Officer.
The
Chief Executive Officer shall have general management of the business of the
corporation. The Chief Executive Officer shall see that all orders and
resolutions of the Board of Directors and the Executive Committee are carried
into effect and shall have general supervision over the property, business,
and
affairs of the corporation and its several officers. The Chief Executive Officer
shall be the person to whom the President, and all other officers designated
by
the Chief Executive Officer, shall report. The Chief Executive Officer may
delegate such duties as such officer sees fit to delegate to the President,
or
other officers of the corporation. The Chief Executive Officer may appoint
agents or employees other than those appointed by the Board of Directors, and
shall perform such other duties as may be prescribed from time to time by the
Board of Directors or by the Bylaws.
SECTION
4.9 - Duties of President.
The
President shall, subject to the authority granted to the Chief Executive
Officer, be the chief operating officer of the corporation and shall have
general supervision over the day-to-day business of the corporation. The
President shall have such other authority and shall exercise such other duties
as shall, from time to time, be delegated to such officer by the Chief Executive
Officer or by the Board. Unless otherwise determined by the Board of Directors,
the President shall perform all of the duties of the Chief Executive Officer
in
case of absence or disability of the Chief Executive Officer.
SECTION
4.10 - Duties of Vice President.
The
Vice Presidents shall have such powers and perform such duties as may be
assigned to them by the Board of Directors or the Chief Executive Officer.
A
Vice President designated by the Board of Directors shall perform all of the
duties of the President in case of absence or disability of the
President.
SECTION
4.11 - Duties of Secretary.
The
Secretary shall, subject to the direction of the Chief Executive Officer keep
the minutes of all meetings of the shareholders and of the Board of Directors,
and to the extent ordered by the Board of Directors or the Chief Executive
Officer the minutes of all meetings of all committees. The Secretary shall
cause
notice to be given of the meetings of the shareholders, of the Board of
Directors, and of any committee appointed by the Board. The Secretary shall
have
custody of the corporate seal and general charge of the records, documents,
and
papers of the corporation not pertaining to the performance of the duties vested
in other officers, which shall at all reasonable times be open to the
examination of any director. Without limiting the generality of the foregoing,
the Secretary shall have charge (directly or through such transfer agents or
registrars as the Board of Directors may appoint) of the issuance, transfer,
and
registration of certificates for shares of the corporation and of the records
pertaining thereto. Said records shall be kept in such manner as to show at
any
time the number of shares of the corporation issued and outstanding, the manner
in which and the time when such shares were paid for, the names and addresses
of
the holders of record thereof, the numbers and classes of shares held by each,
and the time when each became such holder of record. The Secretary shall perform
such other duties as may be assigned by the Board of Directors or the Chief
Executive Officer.
SECTION
4.12 - Duties of Treasurer.
Except
as otherwise set forth herein, the Treasurer shall, subject to the direction
of
the Chief Executive Officer have general custody of all the property, funds
and
securities of the corporation and have general supervision of the collection
and
disbursement of funds of the corporation. The Treasurer shall provide for the
keeping of proper records of all transactions of the corporation, and shall
perform such other duties as may be assigned to him by the Board of Directors
or
the Chief Executive Officer.
SECTION
4.13 - Other Officers.
Such
other officers as shall be appointed by the Board of Directors, or the Chief
Executive Officer, acting pursuant to delegated authority of the Board, shall
exercise such powers and perform such duties as pertain to their several
offices, or as may be conferred upon, or assigned to, them by the Board of
Directors or the Chief Executive Officer or such officer’s
designee.
SECTION
4.14 - Clerks and Agents.
The
Chief Executive Officer, or any other officer of the corporation authorized
by
the Chief Executive Officer, may, subject to the supervision of the Board of
Directors, appoint such custodians, bookkeepers and other clerks, agents, and
employees as he shall deem advisable for the prompt and orderly transaction
of
the business of the corporation and shall define their duties, fix the salaries
to be paid to them and dismiss them.
ARTICLE
5
Shares
and Certificates for Shares
SECTION
5.1 - Consideration.
Certificates for shares of the corporation shall be issued only when fully
paid
for.
SECTION
5.2 - Stock Certificates.
Shares
may but need not be represented by certificates. Certificates, if utilized,
shall be signed by the Chief Executive Officer and the Secretary, or any other
two officers as may be designated by the Board of Directors, and may be sealed
with the seal of the corporation or a facsimile thereof. The signatures of
such
officers may be facsimiles. If an officer who has signed or whose facsimile
signature has been placed upon such certificate ceases to be an officer before
the certificate is issued, it may be issued by the corporation with the same
effect as if the person were an officer on the date of issue. Each newly-issued
certificate of stock at a minimum shall state:
(a) the
name
of the corporation and that it is organized under the laws of the State of
Washington;
(b) the
name
of the person to whom issued; and
(c) the
number and class of shares and the designation of the series, if any, which
such
certificate represents.
SECTION
5.3 - Lost Certificates.
No new
certificates shall be issued until the former certificate for the shares
represented thereby shall have been surrendered and cancelled, except in the
case of lost or destroyed certificates, and in that case only after the receipt
of a bond or other security by the corporation, satisfactory to the Board of
Directors, indemnifying the corporation and all persons against loss in
consequence of the issuance of such new certificate.
SECTION
5.4 - Transfer of Shares.
Shares
of the corporation may be transferred by endorsement by the signature of the
owner, his agent, attorney or legal representative, and the delivery of the
certificate; but no transfer shall be valid except between the parties thereto,
until the same shall have been entered upon the books of the corporation, so
as
to show the names of the parties, by and to whom transferred, the numbers and
designation of the shares and the date of transfer.
SECTION
5.5 - Holder of Record.
The
person registered on the books of the corporation as the owner of the issued
shares shall be recognized by the corporation as the person exclusively entitled
to have and to exercise the rights and privileges incident to the ownership
of
such shares. Notwithstanding the preceding sentence, the Board of Directors
may
adopt by resolution a procedure whereby a shareholder may certify in writing
to
the corporation that all or a portion of the shares registered in the name
of
such shareholder are held for the account of a specified person or persons.
Upon
receipt by the corporation of a certification complying with such an adopted
procedure, the person specified in the certification shall be deemed, for the
purpose or purposes set forth in the certification, to be the holders of record
of the number of shares specified in place of the shareholder making the
certification.
SECTION
5.6 - Issuance of Shares.
Any
shares authorized but not issued by this corporation shall be issued, sold,
or
otherwise transferred by this corporation only upon authorization of the Board
of Directors.
SECTION
5.7 - Subscriptions.
A
subscription for shares of this corporation shall be in writing and upon such
terms as may be approved by the Board of Directors.
SECTION
5.8 - Payment of Subscriptions.
A
subscription for shares shall be paid in accordance with the terms set forth
in
the subscription or related subscription agreement, if any. If the subscription
or subscription agreement does not require payment on or before a stated date
or
at a fixed period after a stated date, then payment shall be made in such manner
and at such times as may be determined by the Board of Directors and expressed
by it in a written call for payment; provided that the call shall be uniform
as
to all shares of the same class or series and that the call shall be mailed
to
each subscriber at his last post office address known to the corporation at
least thirty (30) days in advance of the date upon which payment or the first
installment, if installment payments are called for, is due.
SECTION
5.9 - Default in Payment of Subscriptions.
If a
payment required by a subscription, a subscription agreement, or a call of
the
Board of Directors is not paid when due, then the corporation may make written
demand for payment upon the defaulting subscriber by personal service or by
mailing a copy of the demand to the subscriber at his last post office address
known to the corporation. If the payment is not made within twenty (20) days
of
the serving or mailing of the demand for payment, the corporation may terminate
the subscription, forfeit the subscriber's rights thereunder, retain as
liquidated damages any sums previously paid on the subscription, and hold and
dispose of the shares as though never subject to the subscription. In lieu
of
forfeiture, the corporation may proceed to collect the amount due in the same
manner as any debt due the corporation.
ARTICLE
6
Seal
SECTION
6.1 - Corporate Seal.
In the
exercise of its discretion the Board of Directors may adopt and maintain a
suitable seal for the corporation.
ARTICLE
7
Miscellaneous
Provisions
SECTION
7.1 - Fiscal Year.
The
fiscal year of the corporation shall be the calendar year.
SECTION
7.2 - Records.
The
Articles of Incorporation, the Bylaws, and the proceedings of all meetings
of
the shareholders, the Board of Directors and standing committees of the Board
shall be recorded in appropriate minute books provided for that purpose. The
minutes of each meeting shall be signed by the Secretary or other officer
appointed to act as Secretary.
ARTICLE
8
Bylaws
SECTION
8.1 - Inspection.
A copy
of the Bylaws, with all amendments thereto, shall at all times be kept in a
convenient place at the principal office of the corporation, and shall be open
for inspection of all shareholders during normal business hours.
SECTION
8.2 - Amendments.
The
Bylaws may be amended, altered or repealed, at any regular meeting of the Board
of Directors, by a vote of the majority of the whole Board of Directors,
provided that a written statement of the proposed action shall have been
personally delivered or mailed to all directors at least two (2) days prior
to
any such meeting.
I
HEREBY
CERTIFY that the foregoing are the Restated & Amended Bylaws of Columbia
Banking System, Inc in effect on this 24th day of October, 2007.
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/s/
Cathleen Dent
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Secretary
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