BYLAWS
OF
CASCADE BANCORP
Amended and Restated as of November 16, 2016
Table of Contents
ARTICLE I ..................................................................................................................................................1
SECTION 1. ANNUAL MEETINGS.....................................................................................................1
SECTION 2. SPECIAL MEETINGS .....................................................................................................1
SECTION 3. NOTICE OF MEETINGS .................................................................................................1
SECTION 4. VOTING RIGHTS ............................................................................................................2
SECTION 5. QUORUM .........................................................................................................................2
SECTION 6. VOTING OF SHARES BY CERTAIN HOLDERS ........................................................2
SECTION 7. PROXIES ..........................................................................................................................3
SECTION 8. SHAREHOLDER LISTS ..................................................................................................3
SECTION 9. BUSINESS OF SHAREHOLDERS MEETINGS ............................................................3
ARTICLE II
DIRECTORS ...............................................................................................................................................5
SECTION 1. POWERS ..........................................................................................................................5
SECTION 2. NUMBER AND ELECTION ...........................................................................................5
SECTION 3. VACANCIES ....................................................................................................................5
SECTION 4. REMOVAL OF DIRECTORS .........................................................................................5
SECTION 5. ANNUAL DIRECTORS’ MEETING ..............................................................................5
SECTION 6. SPECIAL MEETINGS .....................................................................................................5
SECTION 7. QUORUM AND VOTE....................................................................................................6
SECTION 8. COMPENSATION ...........................................................................................................6
SECTION 9. DUTIES AND EMPLOYMENT ......................................................................................6
SECTION 10. INVESTMENTS .............................................................................................................6
SECTION 11. OTHER DUTIES OF DIRECTORS ...............................................................................6
SECTION 12. TRANSACTIONS WITH DIRECTORS........................................................................6
SECTION 13. OFFICIAL COMMUNICATIONS FROM REGULATORY AGENCIES ...................7
SECTION 14. CHAIRMAN OF THE BOARD .....................................................................................7
ARTICLE III
OFFICERS ...................................................................................................................................................7
SECTION 1. OFFICERS ........................................................................................................................7
SECTION 2. TERM OF OFFICE ...........................................................................................................7
SECTION 3. CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ........................7
SECTION 4. DUTIES OF PRESIDENT AND CHIEF EXECUTIVE OFFICER .................................8
SECTION 5. DUTIES OF SECRETARY ..............................................................................................8
ARTICLE IV
COMMITTEES............................................................................................................................................8
SECTION 1. COMMITTEES .................................................................................................................8
SECTION 2. ABOLITION OF COMMITTEES ....................................................................................8
ARTICLE V
CORPORATE RECORDS ..........................................................................................................................8
SECTION 1. INSPECTION ...................................................................................................................9
SECTION 2. BYLAWS ..........................................................................................................................9
SECTION 3. CHECKS, DRAFTS, ETC. ...............................................................................................9
SECTION 4. EXECUTION OF DOCUMENTS ....................................................................................9
ARTICLE VI
CERTIFICATES AND TRANSFER OF SHARES ....................................................................................9
SECTION 1. SHARES OF STOCK .......................................................................................................9
SECTION 2. STOCK CERTIFICATES .................................................................................................9
SECTION 3. STOCK TRANSFERABLE ONLY UPON BOOKS .....................................................10
SECTION 4. LOST CERTIFICATE ....................................................................................................10
SECTION 5. TRANSFER AGENTS AND REGISTRARS ................................................................10
SECTION 6. CLOSING STOCK TRANSFER RECORDS ................................................................10
ARTICLE VII
INDEMNIFICATION................................................................................................................................11
SECTION 1. AUTHORITY TO INDEMNIFY....................................................................................11
SECTION 2. MANDATORY INDEMNIFICATION ..........................................................................11
SECTION 3. ADVANCE FOR EXPENSES........................................................................................12
SECTION 4. COURT ORDERED INDEMNIFICATION ..................................................................12
SECTION 5. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION .................12
SECTION 6. INDEMNIFICATION OF EMPLOYEES. .....................................................................13
SECTION 7. INSURANCE ..................................................................................................................13
SECTION 8. INDEMNIFICATION PROVISIONS NOT EXCLUSIVE ............................................13
ARTICLE VIII
GENERAL PROVISIONS ........................................................................................................................13
SECTION 1. SEAL ...............................................................................................................................13
SECTION 2. AMENDMENT OF BYLAWS .......................................................................................14
SECTION 3. WAIVER OF NOTICE ...................................................................................................14
SECTION 4. MEETINGS BY TELEPHONE CONFERENCE...........................................................14
SECTION 5. ACTION WITHOUT A MEETING ...............................................................................14
SECTION 6. LIABILITY OF OFFICERS FOR DISALLOWED EXPENSES ..................................14
SECTION 7. SEVERABILITY ............................................................................................................14
SECTION 8. EXCLUSIVE FORUM ...................................................................................................15
SECTION 9. OREGON CONTROL SHARE ACT .............................................................................15
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BYLAWS OF
CASCADE BANCORP
Amended and Restated as of November 16, 2016
ARTICLE I
SHAREHOLDERS: MEETING AND VOTING
SECTION 1. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held within 180 days of the end of the
Corporation’s fiscal year, the date, time and place of which shall be specified annually by the Board of
Directors. At the annual meeting the shareholders shall elect directors, consider reports of the affairs of
the Corporation and transact such other business as may properly be brought before the meeting.
SECTION 2. SPECIAL MEETINGS
Special meetings of shareholders may be called by the Chief Executive Officer (CEO) or by a
resolution of the Board of Directors, or upon the written demand of shareholders of at least ten percent
(10%) of all votes entitled to be cast on any issue proposed to be considered at the special meeting. All
special meetings shall be held in the state of Oregon. No business other than that specified in said notice
shall be transacted at any special meeting. Any shareholder seeking to call a special meeting of
shareholders by written demand pursuant to this Section 2 or as otherwise provided by law shall deliver
notice thereof in proper written form to the Secretary. To be in proper written form such notice must
comply with the requirements of paragraph (c) or (d) of Article I, Section 9. The Board of Directors
shall promptly, but in no event later than ten (10) days after the date on which such notice is received,
adopt a resolution fixing the record date for determining shareholders entitled to demand a special
meeting in accordance with paragraph (e) of Section 3 of this Article.
SECTION 3. NOTICE OF MEETINGS
(a) Written or printed notice stating the place, date, day and hour of the annual
shareholders’ meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by the Corporation, to each shareholder of record
entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, addressed to the shareholder at the shareholder’s address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid.
(b) Written or printed notice stating the place, day and hour, and purpose or purposes
of each special meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by the Corporation, to each shareholder of record
entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, addressed to the shareholder at the shareholder’s address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid.
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(c) When a meeting is adjourned for thirty (30) days or more, or when a
redetermination of the persons entitled to receive notice of the reconvening of an adjourned meeting is
required by law, notice of the reconvening of an adjourned meeting shall be given as for an original
meeting. In all other cases, no notice of the adjournment or of the business to be transacted at the
reconvening of the adjourned meeting need be given other than by announcement at the meeting at
which such adjournment is taken.
(d) The presence of any shareholder, either in person or by proxy, at any meeting of
the shareholders shall constitute a waiver of notice of such meeting.
(e) For the purposes of determining shareholders entitled to notice of, or to vote at,
any meeting of shareholders or any adjournment thereof, to demand a special meeting of shareholders,
to receive payment of any dividend, or to make a determination of shareholders for any other purpose,
the Board may fix in advance a date as the record date for any such determination. Such record date
shall be not more than seventy (70) days, and in case of a meeting of shareholders, not less than ten (10)
days, prior to the date on which the particular action requiring such determination is to be taken. If no
record date is fixed as set forth above, the date on which the notice of the meeting is mailed or on which
the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record
date for such determination. A determination of shareholders entitled to notice of or to vote at a
shareholder’s meeting shall apply to any adjournment of the meeting providing such adjournment is not
set for a date more than 120 days after the date fixed for the original meeting.
SECTION 4. VOTING RIGHTS
At all meetings of the shareholders, each shareholder shall be entitled to one vote for each
outstanding share of stock in the shareholder’s name as of the record date determined by the Board of
Directors as set forth in Section 3, paragraph (e) of this Article I.
SECTION 5. QUORUM
(a) At any meeting of the shareholders, the holders of a majority of the shares entitled
to vote being present in person or represented by proxy shall constitute a quorum for the transaction of
business. 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.
(b) In the absence of a quorum, the presiding officer of the meeting or a majority of
those present in person or represented by proxy may adjourn the meeting from time to time until a
quorum shall attend. Any business which might have been transacted at the original meeting may be
transacted at the adjourned meeting if a quorum exists.
(c) The vote of a majority of the shareholders present either in person or by proxy
and entitled to vote at any duly organized meeting shall decide any question unless the vote of a greater
number is required by law or the Articles of Incorporation.
SECTION 6. VOTING OF SHARES BY CERTAIN HOLDERS
(a) Shares held by an administrator of an estate, executor, guardian or conservator
may be voted by such fiduciary, either in person or by proxy, without a transfer of such shares into the
name of such fiduciary. Shares standing in the name of a trustee may be voted by the trustee either in
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person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer
of such shares into the name of the trustee.
(b) Shares standing in the name of a receiver may be voted by the receiver, and shares
held by or under the control of a receiver may be voted by such receiver without the transfer thereof into
such receiver’s name, if authority so to do be contained in an appropriate order of the court by which
such receiver was appointed.
(c) A shareholder whose shares are pledged shall be entitled to vote such shares until
the shareholder’s shares have been transferred into the name of the pledgee, and thereafter the pledgee
shall be entitled to vote the shares so transferred unless there is an agreement to the contrary.
SECTION 7. PROXIES
Every shareholder entitled to vote or to execute any waiver or consent may do so either in person
or by written proxy duly executed and filed with the Secretary of the Corporation. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
SECTION 8. SHAREHOLDER LISTS
After the Board of Directors fixes a record date for a meeting, the officer or agent having charge
of the transfer books of the Corporation shall cause to be prepared an alphabetical list of the names of all
shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting
group, and within each voting group, by class or series of shares, and show the address of and number of
shares held by each shareholder. The shareholders’ list shall be available for inspection by any
shareholder, beginning two (2) business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting, at the Corporation’s principal office or at a place
identified in the meeting notice in the city where the meeting will be held. The Corporation shall make
the shareholders’ list available at the meeting, and any shareholder, the shareholder’s agent or
shareholder’s attorney will be entitled to inspect the list at any time during the meeting or any
adjournment.
SECTION 9. BUSINESS OF SHAREHOLDERS MEETINGS
(a) The Board of Directors shall designate an officer of the Corporation to call the
annual meeting of shareholders to order and act as the presiding officer of the meeting. Unless otherwise
determined by the Board of Directors prior to the meeting, the presiding officer, or any person he or she
designates, shall have the authority in his or her sole discretion to determine the order of business and
the procedure at the meeting including, without limitation: the manner of voting, the conduct of
discussions, the propriety of any proposal brought before the meeting, the determination of the opening
and closing of the voting polls, the imposition of any restrictions on the persons (other than shareholders
or their proxies) who may attend such meeting, and the determination of whether any shareholder or his
or her proxy may be excluded from such meeting based upon any determination by the presiding officer,
in his or her discretion, that any such person has disrupted or is likely to disrupt the proceedings.
(b) No business shall be conducted at the annual meeting except in accordance with
the procedure set forth in this Section 9. Only business within the purpose or purposes described in the
meeting notice may be conducted at a special shareholders meeting.
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(c) In addition to other applicable requirements, including without limitation,
requirements relating to solicitation of proxies and proposals of shareholders under the Securities
Exchange Act of 1934, as amended, to be properly brought before the meeting, business must be either
(i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (ii) otherwise properly brought before a meeting by or at the direction of the Board
of Directors, or (iii) otherwise properly brought before the meeting by a shareholder. In addition to any
other applicable requirements, for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the
principal executive office of the Corporation not less than 60 days nor more than 90 days prior to the
meeting date, provided, however, that in the event less than 65 days’ notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be
so received not later than the close of business on the 15th day following the day on which such notice or
prior public disclosure of the date of the annual meeting was made, whichever first occurs. A
shareholder’s notice to the Secretary shall set forth (i) one or more matters appropriate for shareholder
action that the shareholder proposes to bring before the meeting, (ii) a brief description of the matters
desired to be brought before the meeting and the reasons for conducting such business at the meeting,
(iii) the name and record address of the shareholder, (iv) the class and number of shares of the
Corporation that the shareholder owns or is entitled to vote and (v) any material interest of the
shareholder in such matters. For purposes of this Section 9, “public disclosure” shall mean
announcement in a press release reported by a national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of
the Securities Exchange Act of 1934.
(d) Any shareholder who intends to nominate a director at the annual meeting must
have continuously held at least $2,000.00 in market value of shares for at least one year and must hold
the shares through the date of the annual meeting at which the nomination will be made, and shall
deliver a notice to the Secretary of the Corporation not less than 60 days nor more than 90 days prior to
the meeting date, provided, however, that in the event less than 65 days’ notice or prior public disclosure
of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must
be so received not later than the close of business on the 15th day following the day on which such notice
or prior public disclosure of the date of the annual meeting was made, whichever first occurs. A
shareholder’s notice shall set forth (A) as to each nominee whom the shareholder proposes to nominate
for election or reelection as a director, (i) the name, age, business address and residence address of the
nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of
shares of capital stock of the Corporation that are beneficially owned by the nominee and (iv) any other
information concerning the nominee that would be required, under the rules of the Securities and
Exchange Commission, in a proxy statement soliciting proxies for the election of such nominee; and (B)
as to the shareholder giving the notice, (i) the name and record address of the shareholder and (ii) the
class and number of shares of capital stock of the Corporation that are beneficially owned by the
shareholder. Such notice shall include a signed consent to serve as a director of the Corporation, if
elected, of each such nominee. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine the eligibility of such
proposed nominee to serve as a director of the Corporation.
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ARTICLE II
DIRECTORS
SECTION 1. POWERS
The business of this Corporation shall be managed by the Board of Directors.
SECTION 2. NUMBER AND ELECTION
The Board of Directors shall consist of not less than nine () or more than fifteen (15) members,
as fixed from time to time by resolution of the Board of Directors. The term of a director shall expire at
the next annual meeting after his or her election. Despite the expiration of a director’s term, each
director shall serve until his or her successor shall be elected and qualified.
SECTION 3. VACANCIES
(a) A vacancy on the Board of Directors, including a vacancy resulting from an
increase in the number of directors, may be filled by the shareholders, the Board of Directors, the
remaining directors if less than a quorum (by the vote of a majority of the remaining directors) or by the
sole remaining director. Each director so elected shall hold office for the balance of the unexpired term
of his or her predecessor and until his or her qualified successor is elected and qualified.
(b) If the Board of Directors accepts the resignation of a director tendered to take
effect at a specific later date, a successor may be elected by an affirmative vote of the majority of the
remaining directors to take office when the resignation becomes effective.
(c) Any vacancy not filled by the Board of Directors, shall be filled by election at the
next annual meeting of shareholders or at a special meeting of shareholders called for that purpose.
SECTION 4. REMOVAL OF DIRECTORS
All or any number of the directors may be removed from office with or without cause by a
majority vote of the shareholders at a special meeting called for that purpose and the notice of the
special meeting must state that the purpose, or one of the purposes, of the meeting is removal of the
director.
SECTION 5. ANNUAL DIRECTORS’ MEETING
The Board of Directors shall meet annually for the purpose of organization and election of
executive officers.
SECTION 6. SPECIAL MEETINGS
Special meetings of the Board of Directors may be held from time to time upon the call of the
Chief Executive Officer or Secretary or upon call of not less than one-half of the duly elected, qualified
and acting directors. Notice of such meeting shall be given by the person or persons calling same, by
mail not later than two (2) days before the time for such meeting, or in person not later than twenty-four
hours before the time fixed for such meeting. The person or persons authorized to call special meetings
6
of the Board of Directors may fix any place in Oregon as the place for holding any special meeting of
the Board of Directors called by them. The presence or consent of any director shall constitute a waiver
of the notice of such meeting.
SECTION 7. QUORUM AND VOTE
A majority of the Board of Directors as it exists at any time shall constitute a quorum for the
transaction of business. If less than a quorum is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
SECTION 8. COMPENSATION
By resolution of the Board of Directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid reasonable compensation for
services as directors. No such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 9. DUTIES AND EMPLOYMENT
The Board of Directors shall authorize the employment and prescribe the duties of all officers of
the Corporation.
SECTION 10. INVESTMENTS
The funds of the Corporation shall be invested pursuant to applicable law and in such manner
and upon such security as the Board of Directors may determine.
SECTION 11. OTHER DUTIES OF DIRECTORS
The Board of Directors shall have power to establish rules and regulations for the transaction of
business and the general or particular manner in which the business and affairs of the Corporation shall
be conducted. The manner of conducting business and all books, accounts, and records shall conform to
the provisions of applicable law, and to the rules, regulations, and instructions issued by any applicable
federal or state agency having the authority to regulate the Corporation.
SECTION 12. TRANSACTIONS WITH DIRECTORS
(a) Any contract or other transaction or determination between the Corporation and
one or more of the directors, or between the Corporation and another party in which one or more of the
directors are interested, shall be valid, notwithstanding the presence or participation of such director or
directors in a meeting of the Board of Directors which acts upon or in reference to such contract,
transaction or determination, if the fact of such interest shall be disclosed or known to the Board of
Directors and it shall authorize or approve such contract, transaction or determination by a vote of a
majority of the disinterested directors present and entitled to vote.
(b) A director or directors interested in a contract, transaction or determination may
be counted in determining whether a quorum is present at any meeting, but shall not be entitled to vote
7
on such contract, transaction or determination and shall not be counted in determining the number of
directors constituting the majority necessary to carry such vote.
(c) If not authorized or approved by a majority of the disinterested directors as
provided above, such contract, transaction or determination shall nevertheless be valid if ratified or
approved by a vote of the shareholders. Such interested director or directors shall not be disqualified
from voting as shareholders for ratification or approval of such contract, transaction or determination.
(d) This section shall not invalidate any contract, transaction or determination which
would otherwise be valid under applicable law.
SECTION 13. OFFICIAL COMMUNICATIONS FROM REGULATORY AGENCIES
Every official communication directed by any regulatory agency to the Corporation or to any
officer of the Corporation relating to an investigation or examination conducted by such agency or
containing suggestions or recommendations as to the conduct of the business of the Corporation, shall be
submitted by the officer receiving it to the Board of Directors at the next meeting of the Board and duly
noted in the minutes of the meeting of the Board in the manner prescribed by the agency.
SECTION 14. CHAIRMAN OF THE BOARD
The Board of Directors shall elect from among them a Chairman, who shall not be an officer of
the Corporation, and a Vice-Chairman who may be an officer of the Corporation. The Chairman, and in
the absence of the Chairman, the Vice-Chairman, shall preside at all meetings of the Board of Directors.
ARTICLE III
OFFICERS
SECTION 1. OFFICERS
The officers of the Corporation shall be a Chief Executive Officer and President, a Secretary and
such other officers and assistant officers as may be appointed by the Board of Directors from time to
time.
SECTION 2. TERM OF OFFICE
Any vacancies occurring in any of the said offices shall be filled by the Board of Directors. All
officers shall be appointed to hold their offices at the pleasure of the Board of Directors.
SECTION 3. CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
The Board of Directors shall determine which officer shall be the Chief Executive Officer and
which officer shall be the Chief Financial Officer.
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SECTION 4. DUTIES OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
The Board of Directors may appoint one or more persons to the office of President. One of them
shall be designated the Chief Executive Officer of the Corporation who, subject to the control of the
Board of Directors, shall supervise and control all business and affairs of the Corporation. A President
shall perform all duties incident to the office of President, and such other duties as may be prescribed
from time to time by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer,
or as may be required by law.
SECTION 5. DUTIES OF SECRETARY
The Secretary, or any person the Secretary designates, shall keep a complete record of the
proceedings of all shareholders’ and directors’ meetings. The Secretary shall be responsible for the
custody of the corporate seal and shall attest the signature of the Corporation and affix the seal when
required to do so in the usual course of business and pursuant to law. The Secretary shall perform all
such other duties as the Board of Directors may from time to time prescribe, or as may be required by
law.
ARTICLE IV
COMMITTEES
SECTION 1. COMMITTEES
The Board of Directors shall designate a Nominating and Governance Committee, an Audit
Committee, and a Compensation Committee, each of which shall have the powers and authority of the
Board of Directors to the extent set forth in charters for each committee adopted by the Board of
Directors. The Board of Directors may, by resolution adopted by a majority of the number of directors,
appoint such other committees as the Board may determine and these committees shall have such
powers and duties as shall from time to time be prescribed by the Board of Directors. The committees
shall in each case consist of one or such greater number of directors as shall be determined from time to
time by the Board of Directors.
SECTION 2. ABOLITION OF COMMITTEES
Any committee established by the Board of Directors may, by resolution adopted by a majority
of the number of directors, be abolished at any time by the Board for any reason and the committee’s
functions delegated elsewhere. Any member of any committee shall hold office on such committee
solely at the pleasure of the Board of Directors.
ARTICLE V
CORPORATE RECORDS
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SECTION 1. INSPECTION
The Board of Directors, from time to time, shall determine whether and to what extent and at
what times and places and under what conditions and regulations the accounts and books of the
Corporation or any of them, except the stock book, shall be opened to the inspection of the shareholders,
and no shareholder shall have any right to inspect the books or documents of the Corporation except as
conferred by statute, or as authorized by the Board of Directors.
SECTION 2. BYLAWS
The original or a copy of the Bylaws and any amendments thereto, certified by the Secretary,
shall be open to inspection by the shareholders and directors in the manner and to the extent required by
law.
SECTION 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as shall be determined from time to time by resolution of the
Board of Directors.
SECTION 4. EXECUTION OF DOCUMENTS
The Board of Directors may, except as otherwise provided in the Bylaws, authorize any officer
or agent to enter into any contract or execute any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to specific instances. Unless so authorized by
the Board of Directors, no officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose
or for any amount.
ARTICLE VI
CERTIFICATES AND TRANSFER OF SHARES
SECTION 1. SHARES OF STOCK
The shares of stock may be represented by stock certificates or may be uncertificated. Each
certificate for shares shall be signed, manually or by facsimile, by a President or a Vice President, and
Secretary or Assistant Secretary. The certificates may bear the corporate seal or its facsimile.
Certificates for shares shall be in such form as the Board of Directors may designate.
SECTION 2. STOCK CERTIFICATES
Certificates of stock shall be numbered and registered in the order in which they are issued. All
certificates shall be issued in consecutive order and the name and address of the person owning the
shares therein represented, the number of shares represented thereby and the date of the issuance thereof
shall be entered upon the stock records of the Corporation. All certificates exchanged or returned to the
10
Corporation shall be marked “canceled,” the date of cancellation shall be noted thereon and the
certificate shall thereupon be retained in the stock records of the Corporation.
SECTION 3. STOCK TRANSFERABLE ONLY UPON BOOKS
The shares of stock of this Corporation shall be transferable and assignable only upon the stock
transfer records of the Corporation, and in the case of certificated shares of stock, no new stock
certificate shall be issued until the old certificate has been properly assigned, transferred, and
surrendered for cancellation; or in the case of uncertificated shares, upon receipt of transfer instructions
from the registered holder and compliance with appropriate procedures for transferring shares in
uncertificated form. Nothing in this Section 3 shall require the Corporation to issue a new certificate if
the Corporation has determined that such shares shall be uncertificated.
As a condition to the transfer of shares in the stock transfer records of the Corporation, the
Corporation shall have the right to demand from any shareholder requesting a transfer sufficient
evidence to the Corporation to assure itself that the shareholder requesting the transfer has complied
with all prior notice requirements, if any, imposed by regulatory agencies which supervise the
Corporation. In particular, but without limitation, the Corporation can, as a condition to transfer, require
sufficient evidence to indicate to its satisfaction shareholder compliance, if applicable, with the prior
notification requirements of the Change in Bank Control Act of 1978 and the Bank Holding Company
Act of 1956, as amended.
Before the Corporation purchases or redeems any shares of its common stock, the appropriate
officer(s) of the Corporation shall, if applicable, have the Corporation comply with the prior notice
requirements regarding certain purchases or redemptions as set forth in Regulation Y at 12 C.F.R. 225.4,
which requires the Corporation to provide at least sixty (60) days’ prior notice, if generally, any
purchase or redemption of its equity securities equals or exceeds ten percent (10%) of the Corporation’s
consolidated net worth.
SECTION 4. LOST CERTIFICATE
If any certificate is accidentally destroyed or lost, the Secretary may upon satisfactory proof of
such destruction or loss, and the receipt of satisfactory indemnity from the shareholder, authorize the
issuance of a new certificate. Nothing in this Section 4 shall require the Corporation to issue a new
certificate if the Corporation has determined that such shares shall be uncertificated.
SECTION 5. TRANSFER AGENTS AND REGISTRARS
The Board of Directors may from time to time appoint one or more specific transfer agents and
one or more registrars for the shares of the Corporation who shall have such powers and duties as the
Board of Directors shall specify.
SECTION 6. CLOSING STOCK TRANSFER RECORDS
The Board of Directors may close the transfer records for a period not exceeding sixty (60) days
nor less than ten (10) days preceding any annual or special meeting of the shareholders or the day
appointed for the payment of a dividend.
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ARTICLE VII
INDEMNIFICATION
SECTION 1. AUTHORITY TO INDEMNIFY
(a) Except as provided below, the Corporation shall indemnify an individual made a
party to a proceeding because the individual is or was a director or officer of the Corporation or who,
while serving as a director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability
incurred in the proceeding if:
(i) The conduct of the individual was in good faith;
(ii) The individual reasonably believed that the individual’s conduct was in
the best interest of the Corporation, or at least not opposed to its best interests; and
(iii) In the case of any criminal proceeding, the individual had no reasonable
cause to believe the individual’s conduct was unlawful.
(b) A director’s or officer’s conduct with respect to an employee benefit plan for a
purpose the director or officer reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of paragraph (ii) above.
(c) The termination of a proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director or officer
did not meet the standard of conduct described in this paragraph (a) above.
(d) The Corporation may not indemnify a director or officer:
(i) In connection with a proceeding by or in the right of the Corporation in
which the director or officer was adjudged liable to the Corporation; or
(ii) In connection with any other proceeding charging improper personal
benefit to the director or officer in which the director or officer was adjudged liable on the basis
that personal benefit was improperly received by the director or officer.
(e) Indemnification permitted under this Section 1 in connection with a proceeding
by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the
proceeding.
SECTION 2. MANDATORY INDEMNIFICATION
The Corporation shall indemnify a director or officer who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which the director or officer was a party because of
being a director or officer of the Corporation against reasonable expenses incurred by the director or
officer in connection with the proceeding.
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SECTION 3. ADVANCE FOR EXPENSES
(a) The Corporation may pay for or reimburse the reasonable expenses incurred by a
director or officer who is a party to a proceeding in advance of final disposition of the proceeding if:
(i) The director or officer furnishes the Corporation a written affirmation of
the director’s or officer’s good faith belief that the director or officer has met the standard of
conduct described in Section 1 above; and
(ii) The director or officer furnishes the Corporation a written undertaking,
executed personally or on the director’s or officer’s behalf, to repay the advance if it is ultimately
determined that the director or officer did not meet the standard of conduct.
(b) The undertaking referred to immediately above must be an unlimited general
obligation of the director or officer but need not be secured and may be accepted without reference to
financial ability to make repayment.
SECTION 4. COURT ORDERED INDEMNIFICATION
A director or officer of the Corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court after giving any notice the court considers necessary may order
indemnification if it determines:
(a) The director or officer is entitled to mandatory indemnification as provided by
Section 2 above, in which case the court shall also order the Corporation to pay the director’s or
officer’s reasonable expenses incurred to obtain court ordered indemnification; or
(b) The director or officer is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not the director or officer met the standard of conduct set
forth in Section 1 above or was adjudged liable as described in Section 1(d), whether the liability is
based on a judgment, settlement or proposed settlement or otherwise.
SECTION 5. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION
(a) The Corporation may not indemnify a director or officer under Section 1 unless
authorized in the specific case after a determination has been made that indemnification of the director
or officer is permissible in the circumstances because the director or officer has met the standard of
conduct set forth in Section 1 above.
(b) A determination that indemnification of a director or officer is permissible shall
be made:
(i) By the Board of Directors by a majority vote of a quorum consisting of
directors not at the time parties to the proceeding;
(ii) If a quorum cannot be obtained under paragraph (a) above, by a majority
vote of a committee duly designated by the Board of Directors consisting solely of two or more
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directors not at the time parties to the proceeding. However, directors who are parties to the
proceeding may participate in designation of the committee;
(iii) By special legal counsel selected by the Board of Directors or its
committee in the manner prescribed in paragraph (a) or (b) above; if a quorum of the Board of
Directors cannot be obtained under paragraph (a) above and a committee cannot be designated
under paragraph (b) above, the special legal counsel shall be selected by majority vote of the full
Board of Directors, including directors who are parties to the proceeding; or
(iv) By the shareholders.
(c) Authorization of indemnification and evaluation as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is permissible, expect that if
the determination is made by special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under paragraph (iii) above to select counsel.
SECTION 6. INDEMNIFICATION OF EMPLOYEES.
The Corporation may indemnify and advance expenses under this Article VII to an employee or
agent of the Corporation to the same extent as a director or officer.
SECTION 7. INSURANCE
The Corporation may purchase and maintain insurance on behalf of an individual against liability
asserted against or incurred by the individual who is or was a director, officer, employee, or agent of the
Corporation or who, while a director, officer, employee, or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. The Corporation may purchase and maintain the insurance even if the Corporation has no
power to indemnity the individual against the same liability under Section 1 or 2 above.
SECTION 8. INDEMNIFICATION PROVISIONS NOT EXCLUSIVE
The indemnification and provisions for advancement of expenses provided in this Article VII
shall not be deemed exclusive of any other rights to which directors may be entitled under the
Corporation’s articles of incorporation or these Bylaws, any agreement, general or specific action of the
Board of Directors, vote of shareholders or otherwise, and shall continue as to a person who has ceased
to be a director and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 1. SEAL
The corporate seal shall be circular in form, and shall have inscribed thereon the name of the
Corporation and the state of its incorporation.
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SECTION 2. AMENDMENT OF BYLAWS
(a) Except as otherwise provided by law, the Board of Directors may amend or repeal
these Bylaws or adopt new Bylaws by vote of a majority of their number.
(b) Whenever an amendment of the Bylaws is adopted, it shall be copied in the
minute book with the original Bylaws in the appropriate place. If any provision of the Bylaws is
repealed, the fact of repeal and the date on which the repeal occurred shall be copied in the minute book
and placed with the original Bylaws.
SECTION 3. WAIVER OF NOTICE
Whenever any notice to any shareholder or director is required by law, the Corporation’s articles
of incorporation or the Bylaws, a waiver of notice in writing signed at any time by the person entitled to
notice shall be equivalent to the giving of the notice.
SECTION 4. MEETINGS BY TELEPHONE CONFERENCE
The Board of Directors or any committee designated by the Board may hold any meeting of the
Board or committee by means of conference telephone or similar communications equipment that allows
all persons participating in the meeting to hear each other. Participation in such a meeting constitutes
presence in person at the meeting.
SECTION 5. ACTION WITHOUT A MEETING
Any action which the law, the Corporation’s articles of incorporation, or the Bylaws require or
permit the shareholders or directors to take at a meeting may be taken without a meeting by a consent
evidenced in writing setting forth the action so taken and bearing sufficient signatures of all the
shareholders or directors entitled to vote on the matter. The consent, which shall have the same effect as
a vote of the shareholders or directors, shall be filed in the records of minutes of the Corporation.
SECTION 6. LIABILITY OF OFFICERS FOR DISALLOWED EXPENSES
Any payments to an officer of the Corporation such as salary, commission, bonus, interest, rent
or entertainment expense incurred by him which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by such officer of the Corporation to the
Corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to
enforce payment by the officer. Subject to the determination of the directors, proportionate amounts may
be withheld from his future compensation payments until the amount owed to the Corporation has been
recovered.
SECTION 7. SEVERABILITY
A determination that any provision of these Bylaws is for any reason inapplicable, invalid, illegal
or otherwise ineffective shall not affect or invalidate any other provisions of these Bylaws.
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SECTION 8. EXCLUSIVE FORUM
Unless the Corporation consents in writing to the selection of an alternative forum (an
“Alternative Forum Consent”), the sole and exclusive forum for (i) any derivative action or proceeding
brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a legal or fiduciary
duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the
Corporation’s shareholders, (iii) any action asserting a claim against the Corporation or any director,
officer, employee or agent of the Corporation arising out of or relating to any provision of the Oregon
Business Corporation Act or the Corporation’s Articles of Incorporation or these Bylaws (as either may
be amended from time to time), or (iv) any action against the Corporation or any director, officer,
employee or agent of the Corporation governed by the internal affairs doctrine shall be the Deschutes
County Circuit Court or any federal district court in the District of Oregon, unless no such court has
personal jurisdiction over an indispensable party named as a defendant. Failure to enforce the foregoing
provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to
equitable relief, including injunctive relief and specific performance to enforce the foregoing provisions.
Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the
Corporation shall be deemed to have notice of and consented to the provisions of this Section 8. If any
action the subject matter of which is within the scope of this Section 8 is filed in a court other than a
court located within the State of Oregon (a “Foreign Action”) by or in the name of any shareholder, such
shareholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal
courts located within the State of Oregon in connection with any action brought in any such court to
enforce the provisions of this Section 8 and (ii) having service of process made upon such shareholder in
any such action by service upon such shareholder’s counsel in the Foreign Action as agent for such
shareholder.
SECTION 9. OREGON CONTROL SHARE ACT
In accordance with ORS § 60.804(1) and Section 11.2 of the Corporation’s Articles of
Incorporation, as amended, the provisions of the Oregon Control Share Act (ORS 60.801 to 60.816)
shall not apply to acquisitions of voting shares of the Corporation.
November 16, 2016
_______________________
Andrew Gerlicher, Secretary
75014.000017 EMF_US 62875437v3