SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 29, 2005
Timberland Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Washington 0-23333 91-1863696
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State or other jurisdiction Commission (I.R.S. Employer
Of incorporation File Number Identification No.)
624 Simpson Avenue, Hoquiam, Washington 98550
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code) (360) 533-4747
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions.
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) On November 29, 2005 Timberland Bancorp, Inc. ("Corporation")
announced that the Board of Directors of the Corporation amended the Bylaws
for the following purposes:
(i) to change the date of the annual meeting from the second Thursday
of January to the fourth Tuesday of January (Article II, Section
2).
(ii) to reduce the number of members of the Board of Directors from
nine to eight effective November 29, 2005 (Article III, Section
2).
(iii) to allow for the attendance of committee meetings by telephone or
similar communications equipment to constitute attendance for the
purpose of compensation (Article IV, Section 4)
(iv) to change the responsibility of the appointment of the
independent auditors to the Audit Committee of the Board of
Directors, instead of the Board of Directors (Article VII).
(v) to change the vote needed to amend the Bylaws by the board of
directors from two-thirds to a majority (Article XI).
The amendments are effective November 29, 2005.
Also, on November 29, 2005 Timberland Bank ("Bank") announced that the Board
of Directors of the Bank amended the Bylaws by reducing the number of members
of the Board of Directors from nine to eight effective November 29, 2005, and
made other conforming changes similar to those adopted by the Corporation's
Board of Directors.
Item 9.01 Financial Statements and Exhibits
The following exhibit is filed with this Form 8-K
Exhibit No. Description
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3.2 Amended and Restated Bylaws of Timberland Bancorp, Inc.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
TIMBERLAND BANCORP, INC.
DATE: November 29, 2005 By:/s/Michael R. Sand
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Michael R. Sand
President and Chief Executive Officer
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Exhibit 3.2
Amended and Restated Bylaws of Timberland Bancorp, Inc.
AMENDED AND RESTATED BYLAWS
OF
TIMBERLAND BANCORP, INC.
ARTICLE I
Principal Office
SECTION 1. Principal Office. The principal office and place of business
of the corporation in the state of Washington shall be located in the City of
Hoquiam, Grays Harbor County.
SECTION 2. Other Offices. The corporation may have such other offices
as the Board of Directors may designate or the business of the corporation may
require from time to time.
ARTICLE II
Shareholders
SECTION 1. Place of Meetings. All annual and special meetings of the
shareholders shall be held at the principal office of the corporation or at
such other place within the State of Washington as the Board of Directors may
determine.
SECTION 2. Annual Meeting. A meeting of the shareholders of the
corporation for the election of directors and for the transaction of any other
business of the corporation shall be held annually on the fourth Tuesday of
January, if not a legal holiday, and if a legal holiday, then on the next day
following which is not a legal holiday, at 2:00 p.m., Pacific time, or at such
other date and time as the Board of Directors may determine.
SECTION 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes shall be called in accordance with the procedures set
forth in the Articles of Incorporation.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with rules prescribed by the presiding officer of the
meeting, unless otherwise prescribed by these bylaws. The Board of Directors
shall designate, when present, either the chairman of the board or the
president to preside at such meetings.
SECTION 5. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in the case of a special meeting of shareholders, the
purpose or purposes for which the meeting is called, shall be delivered not
less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of the board,
the president, the secretary, or the directors calling the meeting, to each
shareholder of record entitled to vote at such meeting; provided, however,
that notice of a shareholders meeting to act on an amendment to the Articles
of Incorporation, a plan of merger or share exchange, a proposed sale of
assets pursuant to Section 23B.12.020 of the Revised Code of Washington or its
successor, or the dissolution of the corporation shall be given no fewer than
20 nor more than 60 days before the meeting date. If mailed, such notice
shall be deemed to be delivered when deposited in the mail, addressed to the
shareholder at the address as it appears on the stock transfer books or
records of the corporation as of the record date prescribed in Section 6 of
this Article II, with postage thereon prepaid. When any shareholders'
meeting, either annual or special, is adjourned for 120 days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting.
It shall not be necessary to give any notice of the time and place of any
meeting adjourned for less than 120 days or of the business to be transacted
at the meeting, other than an announcement at the meeting at which such
adjournment is taken.
SECTION 6. Fixing of 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 shareholders 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 shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date in any case
shall be not more than 60 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 of shareholders, 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 of shareholders, or shareholders
entitled to receive payment of a dividend, the day before the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors 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.
SECTION 7. Voting Lists. At least 10 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books
for shares of the corporation shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
This list of shareholders shall be kept on file at the home office of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours, for a period of 10 days prior to such meeting.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to inspection by any shareholder during the
entire time of the meeting. The original stock transfer book shall be prima
facie evidence of the shareholders entitled to examine such list or transfer
books or to vote at any meeting of shareholders. Failure to comply with the
requirements of this bylaw shall not affect the validity of any action taken
at the meeting.
SECTION 8. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. 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. If a quorum is present or represented at a meeting, a majority of
those present or represented may transact any business which comes before the
meeting, unless a greater percentage is required by law. If less than a
quorum of the outstanding shares is represented at a meeting, a majority of
the shares so represented 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 notified, and in the case of any
adjourned meeting called for the election of directors, those who attend the
second of the adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors.
SECTION 9. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be
voted as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the board of directors. All proxies shall be
filed with the secretary of the corporation before or at the commencement of
meetings. No proxy may be effectively revoked until notice in writing of such
revocation has been given to the secretary of the corporation by the
shareholder (or his duly authorized attorney in fact, as the case may be)
granting the proxy. No proxy shall be valid after eleven months from the date
of its execution unless it is coupled with an interest.
SECTION 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine. A
certified copy of a resolution adopted by such directors shall be conclusive
as to their action.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.
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If shares are held jointly by three or more fiduciaries, the will of the
majority of the fiduciaries shall control the manner of voting or giving of a
proxy, unless the instrument or order appointing such fiduciaries otherwise
directs.
A shareholder, whose shares are pledged, shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter, the pledgee shall be entitled to vote the shares so
transferred.
Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
SECTION 11. Voting. Every holder of outstanding shares of capital stock
of the corporation entitled to vote at any meeting shall be entitled to the
number of votes (if any) as set forth in the Articles of Incorporation.
Shareholders shall not be entitled to cumulative voting rights in the election
of directors. Unless otherwise provided in the Articles of Incorporation, by
statute, or by these bylaws, a majority of those votes cast by shareholders at
a lawful meeting shall be sufficient to pass on a transaction or matter.
SECTION 12. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III
Board of Directors
SECTION 1. General Powers. 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. The Board of
Directors shall annually elect a chairman of the board and a president from
among its members and shall designate, when present, either the chairman of
the board or the president to preside at its meetings.
SECTION 2. Number, Term and Election. The Board of Directors shall
consist of eight (8) members. The number of directors may be increased or
decreased from time to time by amendment to or in the manner provided in these
bylaws, but shall be no less than and no more than the numbers set forth in
the Articles of Incorporation. No decrease, however, shall have the effect of
shortening the term of any incumbent director unless such director is removed
in accordance with the provisions of these bylaws. Unless removed in
accordance with the Articles of Incorporation, each director shall hold office
until his successor shall have been elected and qualified.
SECTION 3. Regular Meetings. An annual meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after
the annual meeting of shareholders, and at the same place as other regularly
scheduled meetings of the Board of Directors. The Board of Directors may
provide, by resolution, the time and place, for the holding of additional
regular meetings without other notice than such resolution. The president of
the corporation, the Board of Directors or any director may call a special
meeting of the Board. Regular meetings may be held in or out of the state of
Washington.
Members of the Board of Directors may participate in regular or special
meetings by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other. Such
participation shall constitute attendance in person, but shall not constitute
attendance for the purpose of compensation pursuant to SECTION 11 of this
Article.
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SECTION 4. Notice of Special Meeting. Written notice of any special
meeting shall be given to each director at least two days prior thereto. If
mailed to the address at which the director is most likely to be reached, such
notice shall be deemed to be delivered when deposited in the mail so
addressed, with postage thereon prepaid. Any director may waive notice of any
meeting by a writing filed with the secretary. The attendance of a director
at a 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 is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting. Special meetings may be held in or out of the state
of Washington.
SECTION 5. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall
be given in the same manner as prescribed by Section 6 of this Article III.
SECTION 6. Manner of Acting. The act of the majority of the directors
present at a meeting or adjourned meeting at which a quorum is present shall
be the act of the board of directors, unless a greater number is prescribed by
these bylaws.
SECTION 7. Action Without a Meeting. Any action required or permitted
to be taken by the Board of Directors at a meeting 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.
SECTION 8. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the principal office of the
corporation addressed to the chairman of the board or the president. Unless
otherwise specified therein, such resignation shall take effect upon receipt
thereof by the chairman of the board or the president.
SECTION 9. Removal. A director or the entire board of directors may be
removed only in accordance with the procedures set forth in the Articles of
Incorporation.
SECTION 10. Vacancies. Vacancies of the board of directors may be
filled only in accordance with the procedures set forth in the Articles of
Incorporation.
SECTION 11. Compensation. Directors, as such, may receive a stated fee
for their services. By resolution of the board of directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
actual attendance at each regular or special meeting of the board of
directors. Members of either standing or special committees may be allowed
such compensation for attendance at committee meetings as the board of
directors may determine. Nothing herein shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
remuneration therefor.
SECTION 12. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on a
corporation matter is taken shall be presumed to have assented to the action
taken unless his dissent or abstention 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 within five (5) days after the date he receives a copy of the
minutes of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
SECTION 13. Advisory Directors. The board of directors may by
resolution appoint advisory directors to the board, and shall have such
authority and receive such compensation and reimbursement as the board of
directors shall provide. Advisory directors shall not have the authority to
participate by vote in the transaction of business.
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ARTICLE IV
Committees of the Board of Directors
SECTION 1. Appointment. The board of directors may, by resolution
adopted by a majority of the full board, designate one or more committees,
each consisting of two or more directors, to serve at the pleasure of the
board of directors. The board of directors may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of any such committee.
SECTION 2. Authority. Any such committee shall have all the authority
of the board of directors, except to the extent, if any, that such authority
shall be limited by the resolution appointing the committee; and except also
that no committee shall have the authority of the board of directors with
reference to: the declaration of dividends; the amendment of the charter or
bylaws of the Corporation, or recommending to the shareholders a plan of
merger, consolidation, or conversion; the sale, lease, or other disposition of
all or substantially all of the property and assets of the Corporation
otherwise than in the usual and regular course of its business; a voluntary
dissolution of the Corporation; a revocation of any of the foregoing; the
approval of a transaction in which any member of the committee, directly or
indirectly, has any material beneficial interest; the filling of vacancies on
the board of directors or in any committee; or the appointment of other
committees of the board of directors or members thereof.
SECTION 3. Tenure. Subject to the provisions of Section 8 of this
Article III, each member of a committee shall hold office until the next
regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the committee.
SECTION 4. Meetings. Unless the board of directors shall otherwise
provide, regular meetings of any committee appointed pursuant to this Article
III shall be at such times and places as are determined by the board of
directors, or by any such committee. Special meetings of any such committee
may be held at the principal executive office of the Corporation, or at any
place which has been designated from time to time by resolution of such
committee or by written consent of all members thereof, and may be called by
any member thereof upon not less than one day's notice stating the place,
date, and hour of the meeting, which notice shall been given in the manner
provided for the giving of notice to members of the board of directors of the
time and place of special meetings of the board of directors. Members of the
Board may participate in regular or special committee meetings by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other. Such participation shall
constitute attendance in person and shall constitute attendance for the
purpose of compensation pursuant to Section 11 of Article III.
SECTION 5. Quorum. A majority of the members of any committee shall
constitute a quorum for the transaction of business at any meeting thereof.
SECTION 6. Action Without a Meeting. Any action required or permitted
to be taken by any committee at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the members of any such committee.
SECTION 7. Resignations and Removal. Any member of any committee may be
removed at any time with or without cause by resolution adopted by a majority
of the full board of directors. Any member of any committee may resign from
any such committee at any time by giving written notice to the president or
secretary of the Corporation. Unless otherwise specified, such resignation
shall take effect upon its receipt; the acceptance of such resignation shall
not be necessary to make it effective.
SECTION 8. Procedure. Unless the board of directors otherwise provides,
each committee shall elect a presiding officer from its members and may fix
its own rules of procedure which shall not be inconsistent with these
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bylaws. It shall keep regular minutes of its proceedings and report the same
to the board of directors for its information at the meeting held next after
the proceedings shall have occurred.
ARTICLE V
Officers
SECTION 1. Positions. The officers of the Corporation shall be a
president, a secretary and a treasurer, each of whom shall be elected by the
board of directors. The board of directors may also designate the chairman of
the board as an officer. The president shall be the chief executive officer
unless the board of directors designates the chairman of the board as chief
executive officer. The president shall be a director of the Corporation. The
offices of the secretary and treasurer may be held by the same person and a
vice president may also be either the secretary or the treasurer. The board
of directors may designate one or more vice presidents as executive vice
president or senior vice president. The board of directors may also elect or
authorize the appointment of such other officers as the business of the
Corporation may require. The officers shall have such authority and perform
such duties as the board of directors may from time to time authorize or
determine. In the absence of action by the board of directors, the officers
shall have such powers and duties as generally pertain to their respective
offices.
SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the board of directors at the first meeting of
the board of directors held after each annual meeting of the shareholders. If
the election of officers is not held at such meeting, such election shall be
held as soon thereafter as possible. Each officer shall hold office until his
successor shall have been duly elected and qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. Election or appointment of an officer, employee or agent shall not
of itself create contract rights. The board of directors may authorize the
corporation to enter into an employment contract with any officer in
accordance with applicable law.
SECTION 3. Removal. Any officer may be removed by vote of two-thirds of
the board of directors whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal, other than for cause,
shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.
SECTION 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.
ARTICLE VI
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. Except as otherwise prescribed by these bylaws
with respect to certificates for shares, the Board of Directors may authorize
any officer, employee, or agent of the bank 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.
SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name,
unless authorized by the Board of Directors. Such authority may be general or
confined to specific instances.
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SECTION 3. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness in the name of
the corporation shall be signed by one or more officer, employee, or agent of
the corporation in such manner as shall from time to time be determined by the
Board of Directors.
SECTION 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in any of its duly authorized depositories as the Board of Directors may
select.
SECTION 5. Contracts with Directors and Officers. To the fullest extent
authorized by and in conformance with Washington law, the corporation may
enter into contracts with and otherwise transact business as vendor,
purchaser, or otherwise, with its directors, officers, employees and
shareholders and with corporations, associations, firms, and entities in which
they are or may become interested as directors, officers, shareholders, or
otherwise, as freely as though such interest did not exist, except that no
loans shall be made by the corporation secured by its shares. In the absence
of fraud, the fact that any director, officer, employee, shareholder, or any
corporation, association, firm or other entity of which any director, officer,
employee or shareholder is interested, is in any way interested in any
transaction or contract shall not make the transaction or contract void or
voidable, or require the director, officer, employee or shareholder to account
to this corporation for any profits therefrom if the transaction or contract
is or shall be authorized, ratified, or approved by (i) the vote of a majority
of the Board of Directors excluding any interested director or directors, (ii)
the written consent of the holders of a majority of the shares entitled to
vote, or (iii) a general resolution approving the acts of the directors and
officers adopted at a shareholders meeting by vote of the holders of the
majority of the shares entitled to vote. All loans to officers and directors
shall be subject to Federal and state laws and regulations. Nothing herein
contained shall create or imply any liability in the circumstances above
described or prevent the authorization, ratification or approval of such
transactions or contracts in any other manner.
SECTION 6. Shares of Another Corporation. Shares of another corporation
held by this corporation may be voted by the president or any vice president,
or by proxy appointment form by either of them, unless the directors by
resolution shall designate some other person to vote the shares.
ARTICLE VII
Certificates for Shares and Their Transfer
SECTION 1. Certificates for Shares. Certificates representing shares of
capital stock of the corporation shall be in such form as shall be determined
by the Board of Directors. Such certificates shall be signed by the chief
executive officer or by any other officer of the corporation authorized by the
Board of Directors, attested by the secretary or an assistant secretary, and
sealed with the corporate seal or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than the
corporation itself or one of its employees. Each certificate for shares of
capital stock shall be consecutively numbered or otherwise identified. The
name and address of the person to whom the shares are issued, with the number
of shares and date of issue, shall be entered on the stock transfer books of
the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for the like number of shares has been surrendered and canceled,
except that in case of a lost or destroyed certificate, a new certificate may
be issued therefor upon such terms and indemnity to the corporation as the
Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of capital stock of
the corporation shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of such authority, or
by his attorney authorized by power of attorney duly executed and filed with
the corporation. Such transfer shall be made only on surrender for
cancellation of the certificate for such shares. The person in whose name the
shares of capital stock stand on the books of the corporation shall be deemed
by the corporation to be the owner thereof for all purposes.
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SECTION 3. Certification of Beneficial Ownership. The Board of
Directors may adopt by resolution a procedure whereby a shareholder of the
bank 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 procedure, the persons 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 os shares specified
in place of the shareholder making the certification.
SECTION 4. Lost Certificates. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock
to be lost, stolen, or destroyed. When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate, or his legal representative, to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed.
ARTICLE VIII
Fiscal Year; Annual Audit
The fiscal year of the corporation shall end on the last day of September
of each year. The corporation shall be subject to an annual audit as of the
end of its fiscal year by the independent public accountants appointed by and
responsible to the Audit Committee of the Board of Directors.
ARTICLE IX
Dividends
Subject to the terms of the corporation's Articles of Incorporation and
the laws of the State of Washington, the Board of Directors may, from time to
time, declare, and the corporation may pay, dividends upon its outstanding
shares of capital stock.
ARTICLE X
Corporate Seal
The corporation need not have a corporate seal. If the directors adopt a
corporate seal, the seal of the corporation shall be circular in form and
consist of the name of the corporation, the state and year of incorporation,
and the words "Corporate Seal."
ARTICLE XI
Amendments
In accordance with the corporation's Articles of Incorporation, these
bylaws may be repealed, altered, amended or rescinded by the shareholders of
the corporation only by vote of not less than 80% of the outstanding shares of
capital stock of the corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
shareholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or rescission is included in the notice of such
meeting). In addition, the board of directors may repeal, alter, amend or
rescind these bylaws by vote of a majority of the board of directors at a
legal meeting held in accordance with the provisions of these bylaws.
* * *
Adopted this 9th day of October 1997.
Amended August 8, 2002.
Amended November 29, 2005