Corporate Bylaws - Washington

BYLAWS OF [____________________], a Washington corporation

A for-profit corporation organized under the Washington Business Corporation Act, RCW Title 23B (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advance for Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Washington, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain a registered office and registered agent in Washington as required by RCW 23B.05.010 and the Washington Limited Liability Company and Business Corporation registered agent provisions. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the Washington Secretary of State pursuant to RCW 23B.05.020.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to RCW 23B.07.010, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to RCW 23B.07.020, special meetings of shareholders may be called by the Board, by the person(s) authorized by the Articles or these Bylaws, or upon the written demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting (or such other proportion as the Articles may provide, not exceeding the statutory maximum). Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held at any place, within or without the State of Washington, designated by the Board. If no place is designated, meetings shall be held at the corporation's principal office. Unless the Articles or these Bylaws provide otherwise, the Board may permit shareholders to participate in a meeting by any means of communication by which all persons participating may simultaneously hear each other during the meeting, as authorized by RCW 23B.07.080; a shareholder so participating is deemed present in person at the meeting.

Section 2.4 Notice of Meetings. Pursuant to RCW 23B.07.050, the corporation shall give notice to shareholders of the date, time, and place of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles. The corporation is required to give notice only to shareholders entitled to vote unless the Act or the Articles require otherwise.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws, whether before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation, as provided in RCW 23B.07.060. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business, or to consideration of a particular matter not within the purpose stated in the notice.

Section 2.6 Record Date. The Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other purpose, in accordance with RCW 23B.07.070. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of shareholders entitled to notice of the meeting, available for inspection as provided in RCW 23B.07.200.

Section 2.8 Quorum. Pursuant to RCW 23B.07.250, shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Act or the Articles provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is set.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting (RCW 23B.07.210). If a quorum exists, action on a matter (other than the election of directors) is approved by a voting group if the votes cast favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number, as provided in RCW 23B.07.250 and RCW 23B.08.245. The election of directors is governed by RCW 23B.07.280 (plurality voting unless otherwise provided).

Section 2.10 Proxies. A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by electronic transmission, in accordance with RCW 23B.07.220. An appointment is valid for eleven (11) months unless a different period is provided and is revocable unless it is conspicuously stated to be irrevocable and is coupled with an interest.

Section 2.11 Greater Quorum or Voting Requirements. The Articles may provide for a greater quorum or voting requirement for shareholders than is provided by the Act, subject to RCW 23B.07.270.

Section 2.12 Action by Written Consent. Pursuant to RCW 23B.07.040, any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if one or more written consents, setting forth the action so taken, are signed by all shareholders entitled to vote on the action and delivered to the corporation for inclusion in the minutes or filing with the corporate records. If, and to the extent, expressly permitted under the Act for a corporation that is not a public company and the Articles so provide, action may be taken by shareholders holding the minimum number of votes necessary to authorize the action at a meeting, subject to the notice and other requirements of the Act. A consent has the effect of a meeting vote and may be described as such in any document.

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. Unless the Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, and place are announced at the meeting before adjournment, except that notice of an adjourned meeting must be given if a new record date is or must be fixed under RCW 23B.07.070.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to RCW 23B.08.010, all corporate powers shall be exercised by or under the authority of the Board, and the business and affairs of the corporation shall be managed under the direction of the Board, which has exclusive authority as to substantive decisions concerning management of the corporation's business, subject to any limitation set forth in the Act, the Articles, or a shareholders' agreement authorized by RCW 23B.07.320.

Section 3.2 Number and Qualifications. Pursuant to RCW 23B.08.030, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be residents of Washington or shareholders of the corporation unless the Articles or these Bylaws so require (RCW 23B.08.020).

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under RCW 23B.08.060. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death (RCW 23B.08.050).

Section 3.4 Resignation. A director may resign at any time by delivering written notice to the Board, its chair, or the corporation, in accordance with RCW 23B.08.070. A resignation is effective when the notice is delivered unless it specifies a later effective date.

Section 3.5 Removal. Shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause, in accordance with RCW 23B.08.080. A director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director.

Section 3.6 Vacancies. Pursuant to RCW 23B.08.100, unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of Washington, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide.

Section 3.8 Special Meetings. Pursuant to RCW 23B.08.200, special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors]. Special meetings may be held within or without the State of Washington.

Section 3.9 Notice of Special Meetings. Unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but need not describe the purpose, in accordance with RCW 23B.08.220. Notice may be waived as provided in RCW 23B.08.230; a director's attendance at or participation in a meeting waives any required notice unless, at the beginning of the meeting or promptly upon arrival, the director objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.10 Quorum and Voting. Pursuant to RCW 23B.08.240, unless the Articles or these Bylaws require a greater number, a quorum of the Board consists of a majority of the number of directors fixed (or, for a variable-range board, in office immediately before the meeting begins). The Articles may authorize a quorum of no fewer than one-third (1/3) of the number of directors so fixed. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to RCW 23B.08.200, unless the Articles or these Bylaws provide otherwise, the Board may permit any director to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to RCW 23B.08.210, unless the Articles or these Bylaws provide otherwise, any action required or permitted to be taken at a Board meeting may be taken without a meeting if one or more written consents, setting forth the action so taken, are signed by all members of the Board. The action is effective when the last director signs the consent unless the consent specifies a different effective date, and has the same effect as action taken at a meeting; the consent shall be filed with the corporate records.

Section 3.13 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, in accordance with RCW 23B.08.110.

Section 3.14 Standards of Conduct. Each director shall discharge the director's duties as a director in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation, in accordance with RCW 23B.08.300.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to RCW 23B.08.250, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more members of the Board to serve on them. The creation of a committee and appointment of members must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under RCW 23B.08.240.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, each committee may exercise the authority of the Board. A committee may not, however: (a) authorize or approve distributions, except according to a formula or method prescribed by the Board; (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or any committee; (d) amend the Articles; (e) adopt, amend, or repeal these Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares (except per a formula or method prescribed by the Board); or (h) authorize or approve the issuance or sale of shares (except within limits prescribed by the Board), all as provided in RCW 23B.08.250.

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to RCW 23B.08.400, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to RCW 23B.08.430, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective date. The Board may remove any officer at any time with or without cause. Appointment of an officer does not itself create contract rights (RCW 23B.08.440).

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign. The duties of the Secretary include responsibility for preparing minutes and authenticating records under RCW 23B.08.410.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Standards of Conduct. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board, consistent with RCW 23B.08.410, and shall discharge the officer's duties in accordance with the standards of conduct set forth in RCW 23B.08.420.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by RCW 23B.06.210. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Washington, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with RCW 23B.06.250. Each certificate shall be signed (either manually or in facsimile) by two officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate, in accordance with RCW 23B.06.260.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by RCW 23B.06.270. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCE FOR EXPENSES

Section 7.1 Authority to Indemnify Directors. To the fullest extent authorized by RCW 23B.08.510, and except as that section otherwise limits, the corporation shall indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the individual acted in good faith; (b) the individual reasonably believed (i) in the case of conduct in the individual's official capacity with the corporation, that the conduct was in its best interests, and (ii) in all other cases, that the conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, determine that the director did not meet the relevant standard of conduct.

Section 7.2 Limitations on Indemnification. As required by RCW 23B.08.510, the corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director met the relevant standard of conduct; or (b) in connection with any proceeding charging improper personal benefit to the director, in which the director was adjudged liable on the basis that personal benefit was improperly received.

Section 7.3 Mandatory Indemnification. The corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director, against reasonable expenses incurred in connection with the proceeding, in accordance with RCW 23B.08.520.

Section 7.4 Advance for Expenses. Pursuant to RCW 23B.08.530, the corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition if: (a) the director delivers to the corporation a written affirmation of the director's good-faith belief that the director has met the standard of conduct described in RCW 23B.08.510; (b) the director delivers to the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification. The undertaking shall be an unlimited general obligation of the director, need not be secured, and may be accepted without reference to financial ability to repay.

Section 7.5 Determination and Authorization. A determination that indemnification of a director is permissible, and any authorization of indemnification or advance for expenses, shall be made in the manner specified in RCW 23B.08.550, including by a majority vote of a quorum of disinterested directors, by a duly designated committee of disinterested directors, by special legal counsel, or by the shareholders (excluding shares owned by or voted under the control of a director who is a party). The corporation may also provide shareholder-authorized indemnification and advancement under RCW 23B.08.560.

Section 7.6 Indemnification of Officers, Employees, and Agents. Pursuant to RCW 23B.08.570, an officer who is not a director is entitled to mandatory indemnification under RCW 23B.08.520 and to apply for court-ordered indemnification under RCW 23B.08.540 to the same extent as a director, and the corporation may indemnify and advance expenses under RCW 23B.08.510 through 23B.08.560 to an officer, employee, or agent who is not a director to the same extent as to a director, and to a greater extent as may be provided by the Articles, these Bylaws, action of the Board, or contract.

Section 7.7 Insurance. The corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation against liability asserted against or incurred by the person in that capacity, whether or not the corporation would have the power to indemnify the person against the same liability under this Article, in accordance with RCW 23B.08.580.

Section 7.8 Non-Exclusivity; Report; Continuation. The indemnification and advance for expenses provided by this Article are in addition to and not exclusive of any other rights to which a person may be entitled. If the corporation indemnifies or advances expenses to a director in connection with a proceeding by or in the right of the corporation, it shall report the indemnification or advance in writing to the shareholders as required by RCW 23B.08.600. Such rights continue as to a person who has ceased to serve in the capacity that gave rise to the right and inure to the benefit of the person's heirs, executors, and administrators, consistent with the Act.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of RCW 23B.06.400.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in RCW 23B.06.400.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with RCW 23B.07.070. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to RCW 23B.16.010, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of names and addresses of all shareholders in alphabetical order by class of shares.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records described in RCW 23B.16.010 (including the Articles, these Bylaws, certain resolutions, minutes of shareholder meetings, written communications to shareholders, a list of current directors and officers, and the most recent annual report) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, RCW 23B.16.020, including the requirement of a written demand made in good faith and for a proper purpose, describing with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.4 Financial Statements. Upon written request, the corporation shall furnish a requesting shareholder its most recent annual financial statements as required by RCW 23B.16.200.

Section 9.5 Annual Report. The corporation shall deliver to the Washington Secretary of State the annual report required by RCW 23B.16.220, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with RCW 23B.16.010.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to RCW 23B.10.200, the Board may amend or repeal these Bylaws unless (a) the Articles or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or readopt that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to RCW 23B.10.200, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Increasing Quorum or Voting Requirement. A bylaw that increases a quorum or voting requirement for shareholders or for the Board may be adopted, amended, or repealed only in the manner provided in RCW 23B.10.210 (shareholder quorum/voting bylaws) and RCW 23B.10.220 (director quorum/voting bylaws), as applicable.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to RCW 23B.02.070 (emergency bylaws) and the emergency powers under RCW 23B.03.030, the Board may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency resulting from a catastrophic event or other circumstance that makes it impracticable for a quorum of the Board to be readily assembled.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors, the relocation of the principal office, and the designation of alternative offices or alternative directors, consistent with the Act.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be the basis for imposing liability on any director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Washington corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to RCW 23B.02.050 and 23B.02.060 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Washington Business Corporation Act, RCW Title 23B
• RCW 23B.02.050 to 23B.02.070 (organization of corporation; bylaws; emergency bylaws)
• RCW 23B.03.030 (emergency powers)
• RCW 23B.05.010 to 23B.05.020 (registered office and agent; change)
• RCW 23B.06.210 to 23B.06.270 (issuance of shares; certificates; uncertificated shares; transfer restrictions); RCW 23B.06.400 (distributions)
• RCW 23B.07.010 to 23B.07.090 (annual and special meetings; action without meeting; notice; waiver; record date; remote participation)
• RCW 23B.07.200 to 23B.07.290 (shareholders' list; voting entitlement; proxies; quorum and voting requirements; greater requirements; voting for directors); RCW 23B.07.320 (shareholders' agreements)
• RCW 23B.08.010 to 23B.08.110 (board: duties; qualifications; number; election; staggered terms; resignation; removal; vacancies; compensation)
• RCW 23B.08.200 to 23B.08.250 (board meetings; action without meeting; notice; waiver; quorum and voting; corporate action—vote of shareholders; committees)
• RCW 23B.08.300 (general standards for directors); RCW 23B.08.420 (standards of conduct for officers)
• RCW 23B.08.400 to 23B.08.440 (officers; duties; resignation and removal; contract rights)
• RCW 23B.08.500 to 23B.08.600 (indemnification): § 23B.08.510 (authority to indemnify; standard of conduct); § 23B.08.520 (mandatory indemnification); § 23B.08.530 (advance for expenses; written affirmation and undertaking); § 23B.08.540 (court-ordered indemnification); § 23B.08.550 (determination and authorization); § 23B.08.560 (shareholder-authorized indemnification and advancement); § 23B.08.570 (officers, employees, and agents); § 23B.08.580 (insurance); § 23B.08.600 (report to shareholders)
• RCW 23B.10.200 to 23B.10.220 (amendment of bylaws by board and shareholders; bylaws increasing quorum/voting requirements)
• RCW 23B.16.010 to 23B.16.220 (corporate records; inspection rights; financial statements; annual report)