EXHIBIT 3.2
Published on August 4, 2000
BY-LAWS
OF
PACIFIC CIRCUITS, INC.
ARTICLE I.
PLACE OF BUSINESS
Section 1. PRINCIPAL LOCATION. The principal office of the corporation
for the transaction of business shall be at such location as the Board of
Directors shall determine from time to time.
Section 2. ADDITIONAL OFFICES. Additional business offices may be
established at such other places as the Board of Directors may from time to time
designate.
ARTICLE II.
CORPORATE SEAL
The corporate seal of the corporation shall consist of two concentric
circles between which the name of the corporation shall appear. Within the
inner circle the words "Corporate Seal 1978" shall be inscribed. The corporate
seal as shown by the impression in the margin hereof is hereby adopted as the
corporate seal of the corporation.
ARTICLE III.
DIRECTORS
Section 1. NUMBER. The number of directors shall be three.
Section 2. TERM. The directors shall be elected at the annual meeting
of stockholders and each director shall be elected to serve for a term of
one year or until his successor shall be elected and shall qualify, until his
death, until he shall resign, or until he shall be removed; provided that in the
event of failure to hold such meeting or to hold such election at such meeting,
the directors may be elected at any special meeting of the stockholders called
for that purpose.
Section 3. QUORUM. A majority of the directors shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. If at any meeting of the Board there shall be less than a
quorum present, a majority of those present, or, if only one director shall be
present, such director, may adjourn the meeting from time to time until a
quorum is obtained. Notice of any adjourned meeting need not be given other
than by announcement at the meeting which shall be so adjourned. Any meeting at
which a quorum for any purpose is present may likewise be adjourned. At any
adjourned meeting any business may be transacted or taken at the meeting as
originally called.
Section 4. NOTICES. Any notice of meeting required to be given or which
may be given to a director shall be personally served or mailed by certified
mail, return receipt requested, by United States Mail, postage prepaid, properly
addressed to the last known address of such director and shall be deemed to be
given and received if mailed three (3) days following the date of mailing.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting except where the 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 regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President, and shall be called by the President on the
written request of any two directors. Written notice of special meetings of
directors shall be given to each director at least three days before the
meeting.
Section 6. POWERS AND DUTIES. The Board of Directors shall be responsible
for the management of the business of the corporation, and, subject to the
restrictions imposed by law, by the charter of the corporation, or by these By-
Laws, may exercise all the powers of the corporation.
Section 7. SALARY. Directors may receive a salary for their services as
directors but any such salary must be approved by unanimous vote of all of the
directors. Nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity as an officer, agent or
otherwise and receiving compensation therefor so long as the compensation is
approved by the directors.
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Section 8. VACANCY. Any vacancy that occurs in the Board of Directors may
be filled by a majority of the remaining directors and each director so elected
shall hold office until his successor is elected at the next meeting of
stockholders held for that purpose.
Section 9. CONSENT AND WAIVER OF NOTICE. Any transactions of the
directors at any meeting thereof, regardless of how or whether call was made or
notice given, shall be as valid as though transacted at a meeting duly held
after regular call and notice, if a quorum be present, and if, either before or
after the meeting, each of the directors entitled to vote and not present in
person sign a written waiver of notice, or a consent to the holding of such
meeting, or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the secretary of this corporation and made a part
of the records of the meeting.
Whenever any notice whatsoever is required to be given under the
provisions of these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the actual giving of such notice.
Any action, which under any provision of these By-Laws might be taken at
a meeting of the directors, may be taken without a meeting if a record of
memorandum thereof be made in writing and signed by all of the directors who
would be entitled to vote at a meeting for such purpose and such record or
memorandum be filed with the secretary and made a part of the corporate records.
ARTICLE IV.
OFFICERS
section 1. ELECTION AND QUALIFICATIONS. The officers of this corporation
shall consist of a President, a Vice-President, a Treasurer, a Secretary, and
such other officers as may be chosen by the Board of Directors. No officer
shall execute, acknowledge or verify any instrument in more than one capacity
if such instrument be required by law or these By-Laws to be executed,
acknowledged or verified, as the case may be, by any two or more officers,
except that when all of the issued and outstanding stock of the corporation is
owned by one person, and such person holds all of the officer positions, then
such person may execute, acknowledge or verify any such instrument in more than
one capacity.
Section 2. TERMS AND COMPENSATION. The term of office and the salary of
each of said officers, and the manner and
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time of the payment of such salaries shall be fixed and determined by the Board
of Directors and may be altered by said Board from time to time, and at any time
at its pleasure. Any officer may be removed at any time by the Board.
ARTICLE V.
POWERS AND DUTIES OF OFFICERS
Section 1. PRESIDENT. The powers and duties of the President shall be:
(1) To preside at all meetings of the Board of Directors.
(2) To call all meetings of the Board of Directors to be held at such
times and places as are provided by these By-Laws.
(3) Except when otherwise directed by the Board of Directors, to affix
with the Secretary the signature of the corporation to all deeds,
conveyances, mortgages and other papers and instruments in writing
that may require the same, to sign certificates of stock of the
corporation, and to supervise and control, subject to the
direction of the Board of Directors, all officers, agents and
employees of the corporation.
Section 2. VICE-PRESIDENT. In case of the absence, disability or death of
the President, the Vice-President of this corporation shall have such powers and
perform such duties as may be granted or prescribed by the Board of Directors
from time to time.
Section 3. SECRETARY. The powers and duties of the Secretary shall be:
(1) To keep full and complete records of the meetings of the Board of
Directors and of the stockholders.
(2) To keep the seal of the corporation and to affix the same to all
instruments which may require it.
(3) To countersign all documents described above in Article V, Section
1(3) except when otherwise directed by the Board of Directors.
(4) To make service and publication of all notices that may be
necessary or proper, and without command or direction from anyone.
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(5) To supervise and control the keeping of the accounts and books of
the corporation.
(6) To transfer upon the books of the corporation any and all shares
of its stock; provided, however, that no certificate of stock
shall be issued or delivered, or if issued or delivered, shall
have any validity whatsoever, until and unless it has been signed
by the President of the corporation.
(7) Generally to do and perform all such duties as pertain to his
office and as may be required by the Board of Directors.
Section 4. TREASURER. The Treasurer shall receive all moneys belonging to
or paid unto the corporation and give receipts therefor, and shall deposit such
moneys, as he shall be directed by the Board of Directors, with one or more
solvent and reputable banks to be designated by the Board of Directors, and
shall keep full and complete records of the funds received and the disbursement
thereof. He shall render to the stockholders at the regular annual meeting
thereof, and also to the Board of Directors at any meeting thereof, or from time
to time whenever the Board of Directors or the President may require, an account
of all transactions as Treasurer and of the financial condition of the
corporation, and shall perform such other duties as may from time to time be
prescribed by the Board of Directors. He shall exhibit or cause to be exhibited
the books of the corporation to the Board of Directors, or to any committee
appointed by the Board, or to any director on application during business hours,
or to any other person entitled to inspect such books pursuant to pertinent
provisions of the Business Corporation Act of the State of Washington.
ARTICLE VI.
STOCKHOLDERS
Section 1. PLACE OF MEETING. Notwithstanding anything to the contrary in
these By-Laws provided, any meeting (whether annual, special or adjourned) of
the stockholders of this corporation may be held at any place within or without
the State of Washington which has been designated therefor by the Board of
Directors.
Section 2. ANNUAL MEETINGS. Subject to the foregoing provision, the
annual meeting of the stockholders shall be held at the principal office of the
corporation in the City of Redmond, State of Washington, at the hour of 6 PM. on
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the 1st day of April in each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding business day not a legal holiday. At said
annual meeting, directors of the corporation shall be elected, reports of the
affairs of the corporation shall be considered and any other business may be
transacted which is within the powers of the stockholders to transact.
No notice need be given of the annual meeting of the stockholders except
that at least ten days' written notice of the general nature of the business or
proposal shall be given as in the case of a special meeting of the stockholders
before action other than election of directors can be taken.
In the event the annual meeting be not held, or the directors be not
elected thereat, the directors may be elected at a special meeting held for that
purpose, and it shall be the duty of the President, the Vice President, or the
Secretary, upon the demand of any stockholder entitled to vote at such meeting,
to call such special meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the stockholders may be
called at any time by the President or by the Board of Directors or by one or
more stockholders holding not less than one-fifth of the voting power of the
corporation.
Section 4. NOTICE OF SPECIAL MEETINGS. Notice of special meetings of
stockholders shall be given by written notice personally served on each
stockholder, or deposited in the United States mail, postage prepaid, and
addressed to him at his last known post office address appearing upon the books
of the corporation or supplied by him to the corporation for the purpose of
notice at least ten days before the time fixed for holding said meeting. Such
notice, if mailed, shall be deemed to be given and received three (3) days
following the date of mailing.
Upon a request being made by written notice to the President, a
Vice-President or the Secretary by any person or persons thus empowered to call
such meeting, such officer shall give notice to the stockholders that such
meeting has been called for the purpose or purposes stated in such request and
is to be held at a specified time, which time as fixed by such officer shall not
be less than ten, nor more than thirty-five, days after receipt of such request.
If notice of such meetings be not given to the stockholders by such officer
within said time, such person or persons making such request may fix the time of
meeting and give notice thereof in the manner provided by these By-Laws.
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Section 5. CONSENT AND WAIVER OF NOTICE. Any transactions of the
stockholders at any meeting thereof, regardless of how or whether call was made
or notice given, shall be as valid as though transacted at a meeting duly held
after regular call and notice, if a quorum be present, either in person or by
proxy, and if, either before or after the meeting, each of the stockholders
entitled to vote and not present in person or by proxy sign a written waiver of
notice, or a consent to the holding of such meeting, or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with the
Secretary and made a part of the records of the meeting.
Whenever any notice whatsoever is required to be given under the
provisions of these By-Laws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the actual giving of such notice.
Any action, which under any provisions of these By-Laws might be taken at
a meeting of the stockholders, may be taken without a meeting if a record of
memorandum thereof be made in writing and signed by all of the holders of shares
who would be entitled to vote at a meeting for such purpose and such record or
memorandum be filed with the Secretary and made a part of the corporate records.
Section 6. QUORUM, VOTING AND PROXIES. At all meetings of the
stockholders (whether annual, special or adjourned) the presence in person or by
proxy in writing of the holders of a two-thirds majority of the shares entitled
to vote at that meeting shall constitute a quorum for the transaction of
business. Each share of stock shall entitle the duly qualified and registered
holder thereof to one vote. All proxies shall be in writing subscribed by the
party entitled to vote the number of shares represented thereby, or by his duly
authorized attorney, and no such proxy shall be valid or confer any right or
authority to vote or act thereunder unless such proxy has been offered for
filing to, and left with, the Secretary of the corporation prior to the meeting
at which the same is to be used; provided, however, that in case any meeting of
stockholders whatsoever (whether annual, special or adjourned) shall have been
for any cause adjourned, proxies shall be valid and may be used at such
adjourned meeting, which have been offered for filing to, and left with the
Secretary of the corporation prior to the date upon which said adjourned meeting
shall in fact be held.
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Section 7. PROPORTIONAL METHOD OF REPRESENTATION. In the election of
directors, every stockholder of record shall have the right to multiply the
number of votes to which he may be entitled (one vote for every share standing
in his name) by the number of directors to be elected, and he may cast all such
votes for one candidate or he may distribute them among any two or more
candidates.
Section 8. ADJOURNMENTS. Any business which might be transacted at an
annual meeting of the stockholders may be done at a special or at an adjourned
meeting. If no quorum be present at any meeting of the stockholders (whether
annual, special or adjourned) such meeting may be adjourned by those present
from day to day, or from time to time, until such quorum be obtained, such
adjournment and the reasons therefor being recorded in the journal or minutes of
proceedings of the stockholders, and no notice whatsoever need be given of any
such adjourned meeting if the time and place of such meeting be fixed at the
meeting adjourned.
Section 9. PRESIDING OFFICER MAY VOTE. At any meeting of stockholders the
presiding officer may vote upon all questions, the same as any other
stockholder.
ARTICLE VII.
CAPITAL STOCK
Section 1. CLASS. The capital stock of this corporation shall consist of
a single class of common stock having full voting privileges and shall consist
of such other classes as may be authorized by the Articles of Incorporation as
they may be amended from time to time.
Section 2. CERTIFICATES. The shares of the corporation shall be
represented by certificates prepared by the Board of Directors and signed by the
President or the Vice-President, and by the Secretary or an assistant Secretary,
or the Treasurer or an assistant Treasurer, and sealed with the seal of the
corporation or a facsimile thereof. The certificates shall be numbered
consecutively and in the order in which they are issued; and a stock register
shall be maintained in which shall be entered the name of the person to whom the
shares represented by each certificate are issued, the number and class or
series of such shares, and the date of issue. Each certificate shall state the
registered holder's name, the number and class of shares represented thereby,
the date of issue, the par value of such shares, or that they are without par
value.
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Section 3. SUBSCRIPTIONS. Subscriptions to the shares shall be paid at
such times and in such installments as the Board of Directors may determine. If
default be made in the payment of any installment as required by such
resolution, the Board may declare the shares and all previous payments thereon
forfeited for the use of the corporation, in the manner prescribed by statute.
Section 4. TRANSFER OF SHARES. The shares of the corporation shall be
assignable and transferable only on the books and records of the corporation by
the registered owner, or by his duly authorized attorney, upon surrender of the
certificate duly and properly endorsed with proper evidence of authority to
transfer. The corporation shall issue a new certificate for the shares
surrendered to the person or persons entitled thereto.
Section 5. RETURNED CERTIFICATES. All certificates for shares changed or
returned to the corporation for transfer shall be marked by the Secretary
"Cancelled" with the date of cancellation, and the transaction shall be
immediately recorded in the transfer book opposite the memorandum of their
issue. The returned certificates shall be retained by the Secretary and filed
with the stock register.
Section 6. LOST CERTIFICATES. Any person claiming a stock certificate
to be lost or destroyed shall make an affidavit or an affirmation of the fact
and shall advertise the same in such manner as the Board of Directors may
determine and, if the directors require, shall give the corporation a bond of
indemnity in form and with sureties satisfactory to the Board, in an amount
to be fixed by the Board whereupon a new certificate may be issued of the
same tenor and for the same number of shares as the certificate alleged to be
lost or destroyed.
ARTICLE VIII.
BOOKS AND RECORDS
The books and records of the corporation may be kept within or without
the State of Washington in such place or places as may from time to time be
designated by resolution of the Board of Directors.
ARTICLE IX.
AMENDMENTS
These By-Laws may be amended or repealed and new and additional By-Laws
may be made from time to time and at any time by majority vote of all of the
directors.
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ARTICLE X.
MISCELLANEOUS PROVISIONS
Section 1. INSTRUMENTS IN WRITING. Notwithstanding any other provision
hereof, all checks, drafts and demands for money of the corporation shall be
signed by such officer or officers, agent or agents, as the Board of Directors
may from time to time by resolution designate. No officer, agent or employee of
the corporation shall have power to bind the corporation by contract or
otherwise unless authorized to do so by the Board of Directors.
Section 2. FISCAL YEAR. The fiscal year of this corporation shall be set
by resolution of the Board of Directors.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the Board
of Directors of PACIFIC CIRCUITS, INC., a Washington corporation, organized and
existing under the laws of the State of Washington, do hereby certify that the
foregoing code of By-Laws was duly adopted by resolution of the Board of
Directors of the corporation on the 1st day of April, 1978.
/s/ Melissa L. Hirsch (Coley)
----------------------------------
Melissa L. Hirsch (Coley) Director
/s/ Lewis O. Coley III
----------------------------------
Lewis O. Coley III Director
/s/ Julaine J. Coley
----------------------------------
Julaine J. Coley Director
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FIRST AMENDMENT TO BYLAWS
OF
PACIFIC CIRCUITS, INC.
Lewis 0. Coley, III (Trey) and Julaine J. Coley, being the sole two
members of the Board of Directors of Pacific Circuits, Inc., and having full
authority as the Board of Directors to amend the Bylaws of Pacific Circuits,
Inc., do hereby amend said Bylaws as set forth below, and such action is then
effective January 1, 1989, the date of this document notwithstanding, pursuant
to the laws and the statutes of the State of Washington and pursuant to the
resolution contained in paragraph 5 of the Annual Minutes of 1990.
Section 2 of Article X of the Bylaws shall be modified to read as
follows:
Section 2. FISCAL YEAR. The fiscal year of the Corporation shall commence
on January 1st and end on December 31st.
DATED this 2nd day of April, 1991.
/s/ Lewis O. Coley /s/ Julaine J. Coley
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Lewis 0. Coley, III (Trey) Julaine J. Coley
Director Director
SECOND AMENDMENT TO BYLAWS
OF
PACIFIC CIRCUITS, INC.
Lewis 0. Coley, III (Trey) and Julaine J. Coley, being the sole two
members of the Board of Directors of Pacific Circuits, Inc., and having full
authority as the Board of Directors to amend the Bylaws of Pacific Circuits,
Inc., do hereby amend said Bylaws as set forth below, and such action is then
effective January 1, 1991, the date of this document notwithstanding, pursuant
to the laws and the statutes of the State of Washington and pursuant to the
resolution contained in paragraph 6 of the Annual Minutes of 1990.
Section 2 of Article VI of the Bylaws shall be modified to read as
follows:
Section 2. ANNUAL MEETINGS. Subject to the foregoing provision,
the annual meeting of the stockholders shall be held at the principal
office of the corporation in the City of Redmond, State of Washington, at
the hour of 2:00 P.M. on the first Tuesday of April in each year, if not
a legal holiday, and if a legal holiday, then on the next succeeding
business day not a legal holiday. At said annual meeting, directors of
the corporation shall be elected, reports of the affairs of the
corporation shall be considered and any other business may be transacted
which is within the powers of the stockholders to transact.
No notice need be given of the annual meeting of the stockholders
except that at least ten days' written notice of the general nature of
the business or proposal shall be given as in the case of a special
meeting of the stockholders before action other than election of
directors can be taken.
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In the event the annual meeting not be held, or the directors be
not elected thereat, the directors may be elected at a special meeting
held for that purpose, and it shall be the duty of the President, the
Vice-President, or the Secretary, upon the demand of any stockholder
entitled to vote at such meeting, to call such special meeting.
DATED this 2nd day of April, 1991.
/s/ Lewis O. Coley /s/ Julaine J. Coley
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Lewis O. Coley, III (Trey) Julaine J. Coley
Director Director
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THIRD AMENDMENT TO BYLAWS
OF
PACIFIC CIRCUITS, INC.
Lewis 0. Coley, III (Trey) and Julaine J. Coley, being the sole two
members of the Board of Directors of Pacific Circuits, Inc., and having full
authority as the Board of Directors to amend the Bylaws of Pacific Circuits,
Inc., do hereby amend said Bylaws as set forth below, and such action is then
effective April 2, 1991, the date of this document notwithstanding, pursuant to
the laws and the statutes of the State of Washington and pursuant to the
resolution contained in paragraph 2 of the Annual Minutes of 1991.
Section 1 of Article III of the Bylaws shall be amended to read as
follows:
Article III
DIRECTORS
Section 1. NUMBER. The number of directors shall be two.
DATED this 2nd day of April, 1991.
/s/ Lewis O. Coley /s/ Julaine J. Coley
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Lewis O. Coley, III (Trey) Julaine J. Coley
Director Director
FOURTH AMENDMENT TO BYLAWS
OF
PACIFIC CIRCUITS, INC.
Lewis 0. Coley, III (Trey), being the sole member of the Board of
Directors of Pacific Circuits, Inc. (the "Company"), and having full authority
as the Board of Directors to amend the Bylaws of the Company, does hereby amend
said Bylaws as set forth below, and such action is effective as of the date set
forth below, pursuant to RCW 23B.02.020(3)(ii), Article VIII of the Company's
Articles of Incorporation, as amended, and the resolution contained in the
Consent of Sole Director of even date herewith.
(1) Section 1 of Article III of the Bylaws shall be amended to read as
follows:
Article III
DIRECTORS
Section 1. NUMBER. The number of directors shall be one (1).
(2) Section 7 of Article VI of the Bylaws shall be amended to read as
follows:
Article VI
STOCKHOLDERS
Section 7. NO CUMULATIVE VOTING. No shareholder will be entitled to
cumulate his votes at any election of directors.
DATED effective as of this 16th day of July, 1998.
/s/ Lewis O. Coley
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Lewis O. Coley, III (Trey)
Director
FIFTH AMENDMENT TO BYLAWS
OF
PACIFIC CIRCUITS, INC.
Lewis 0. Coley, III (Trey), being the sole member of the Board of
Directors of Pacific Circuits, Inc. (the "Company"), and having full authority
as the Board of Directors to amend the Bylaws of the Company, does hereby amend
said Bylaws as set forth below, and such action is effective as of the date set
forth below, pursuant to RCW 23B.02.020(3)(ii), Article VIII of the Company's
Articles of Incorporation, as amended, and the resolution contained in the
Consent of Sole Director of even date herewith.
Section 1 of Article III of the Bylaws shall be amended to read as
follows:
Article III
DIRECTORS
Section 1. NUMBER. The number of directors shall be nine (9).
DATED effective as of this 14th day of December, 1998.
/s/ Lewis O. Coley
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Lewis 0. Coley, III (Trey)
Director