Willamette Industries Inc – ‘10-K405’ for 12/31/97 – EX-3.B

As of:  Friday, 3/20/98   ·   For:  12/31/97   ·   Accession #:  892917-98-20   ·   File #:  1-12545

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report                                         47    194K 
 2: EX-3.B      Bylaws                                                21     70K 
 3: EX-10.G     Consulting Agreement                                   4     19K 
 4: EX-12       Ratio Earnings to Charges                              1      6K 
 5: EX-23       Independent Auditors' Consent                          1      7K 
 6: EX-27       Financial Data Schedule                                1      9K 

EX-3.B   —   Bylaws
Exhibit Table of Contents

EX-3.B
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BYLAWS
OF
 WILLAMETTE INDUSTRIES, INC.
AS AMENDED THROUGH
 FEBRUARY 12, 1998

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 TABLE OF CONTENTS

                                                                            Page

ARTICLE I        Offices.....................................................  1

         Section 1.  Principal Office........................................  1
         Section 2.  Registered Office.......................................  1

ARTICLE II       Shareholders................................................  1
         Section 1.  Annual Meeting..........................................  1
         Section 2.  Special Meetings........................................  1
         Section 3.  Place of Meeting........................................  2
         Section 4.  Notice of Meeting.......................................  2
         Section 5.  Quorum; Manner of Acting................................  2
         Section 6.  Proxies.................................................  3
         Section 7.  Voting of Shares........................................  3
         Section 8.  Acceptance of Votes.....................................  3

ARTICLE III      Board of Directors..........................................  4
         Section 1.  General Powers..........................................  4
         Section 2.  Number, Tenure and Classification.......................  4
         Section 3.  Regular Meetings........................................  4
         Section 4.  Special Meetings........................................  5
         Section 5.  Notice; Waiver..........................................  5
         Section 6.  Quorum..................................................  6
         Section 7.  Manner of Acting........................................  6
         Section 8.  Vacancies...............................................  6
         Section 9.  Presumption of Assent...................................  6
         Section 10.  Removal of Directors...................................  6
         Section 11.  Compensation...........................................  7
         Section 12.  Retirement.............................................  7
         Section 13.  Emeritus Director......................................  7
         Section 14.  Action Without a Meeting...............................  7
         Section 15.  Telephonic Meetings....................................  7
         Section 16.  Notification of Nominations............................  8
ARTICLE IV       Executive Committee and Other Committees....................  9
         Section 1.  Appointment.............................................  9
         Section 2.  Authority...............................................  9
         Section 3.  Tenure and Qualifications............................... 10
         Section 4.  Meetings; Notice; Waiver................................ 10
         Section 5.  Quorum; Manner of Acting................................ 10
         Section 6.  Action Without a Meeting................................ 10
         Section 7.  Vacancies............................................... 10
         Section 8.  Resignations and Removal................................ 11
         Section 9.  Procedure............................................... 11
Section 10.  Appointment of Other Committees of the           
                  Board of Directors......................................... 11
         Section 11.  Appointment of Other Committees........................ 11

ARTICLE V        Officers.................................................... 12
         Section 1.  Number.................................................. 12
         Section 2.  Appointment and Term of Office.......................... 12
         Section 3.  Removal................................................. 13
         Section 4.  Vacancies............................................... 13
         Section 5.  Chairman of the Board................................... 13
         Section 6.  President............................................... 13
         Section 7.  Executive Vice-Presidents............................... 14
         Section 8.  Vice-Presidents......................................... 14
         Section 9.  Chief Financial Officer................................. 14
         Section 10.  Secretary.............................................. 14
         Section 11.  Treasurer.............................................. 15
         Section 12.  Salaries............................................... 15

ARTICLE VI       Contracts, Loans, Checks and Deposits....................... 16
         Section 1.  Contracts............................................... 16
         Section 2.  Loans................................................... 16
         Section 3.  Checks, Drafts, etc..................................... 16
         Section 4.  Deposits................................................ 16

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ARTICLE VII     Certificates For Shares and Their Transfer................... 16
         Section 1.  Certificates for Shares................................. 16
         Section 2.  Transfer of Shares...................................... 17
         Section 3.  Replacement of Certificates............................. 17
         Section 4.  Transfer Agents and Registrars.......................... 17

ARTICLE VIII    Seal......................................................... 18

ARTICLE IX      Fiscal Year.................................................. 18

ARTICLE X       Amendments................................................... 18

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BYLAWS
OF
 WILLAMETTE INDUSTRIES, INC.
AS AMENDED THROUGH
 FEBRUARY 12, 1998

 ARTICLE I

 Offices

         Section 1. Principal Office. The principal office of the corporation in
the  State  of  Oregon  shall be  located  in the City of  Portland,  County  of
Multnomah. The corporation may have such other offices, either within or without
the State of Oregon,  as the board of directors may designate or as the business
of the corporation may require from time to time.                               

         Section 2. Registered  Office. The registered office of the corporation
required by the Oregon Business  Corporation Act ("Act") to be maintained in the
State  of  Oregon  may be,  but need not be,  the same as any of its  places  of
business in the State of Oregon,  and the location of the registered  office may
be changed from time to time by the board of directors or the  registered  agent
of the corporation.                                                             

ARTICLE II

Shareholders

         Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the third  Tuesday in April at 10 a.m.,  for the  purpose of electing
directors and for the  transaction of such other business as may come before the
meeting.                                                                        

         Section 2. Special Meetings. Special meetings of the shareholders,  for
any purpose or  purposes,  may be called by the  chairman  of the board,  by the
president, or by the board of directors,  and shall be called by the chairman of
the board if one or more written demands for a meeting describing the purpose or
purposes  for  which it is to be held are  signed,  dated and  delivered  to the
secretary of the  corporation by the holders of at least 10 percent of all votes
entitled to be cast on any issue proposed to be considered at the meeting.      

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         Section 3. Place of Meeting. The board of directors shall determine the
place of meeting for all annual and special meetings of the shareholders. In the
absence of any such determination, all meetings of shareholders shall be held at
the  principal  office of the  corporation  in the State of  Oregon.            

         Section 4. Notice of  Meeting.  Written or printed  notice  stating the
place,  day and hour of the  meeting  and,  in case of a  special  meeting,  the
purpose or purposes for which the meeting is called,  shall be given not earlier
than 60 nor less than ten 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,
or the secretary,  or the persons  calling the meeting,  to each  shareholder of
record  entitled  to vote at such  meeting.  If  mailed,  such  notice  shall be
effective when deposited in the United States mail, addressed to the shareholder
at his address as shown in the  corporation's  current  record of  shareholders,
with postage  thereon  prepaid.  If a meeting is adjourned to a different  date,
time or place  announced at the meeting before  adjournment,  notice need not be
given of the new  date,  time or place  unless a new  record  date is or must be
fixed for the adjourned meeting.                                                

         Section 5.  Quorum;  Manner of  Acting.  Shares  entitled  to vote as a
separate  voting  group may take  action  on a matter  only if a quorum of those
shares exists with respect to the matter. A majority of the votes entitled to be
cast on the matter by voting  group,  represented  in person or by proxy,  shall
constitute a quorum of that voting group for action on that matter.  If a quorum
exists,  action on a matter,  other than the  election  of  directors,  shall be
approved by a voting  group if the votes cast within the voting  group  favoring
the action  exceed the votes cast  opposing the action unless the Act requires a
greater number of affirmative  votes.  Directors shall be elected by a plurality
of the votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is  present.  Once a share is  represented  for any  purpose at a
meeting, it shall be deemed present for quorum purposes for the remainder of the
meeting and                                                                     

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for any  adjournment  of the meeting  unless a new record date is or must be set
for the adjourned meeting.                                                      

         Section 6. 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.   Such  proxy  shall  be  filed  with  the  secretary  of  the
corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy.                                                                          

         Section  7.   Voting  of  Shares.   Each   outstanding   share  of  the
corporation's  common  stock  shall be  entitled  to one vote upon  each  matter
submitted to a vote at a meeting of the  shareholders  except that shares owned,
directly or indirectly,  by another  corporation in which the corporation  owns,
directly  or  indirectly,  a  majority  of the shares  entitled  to vote for the
election  of  directors  of such  other  corporation  shall  not be voted at any
meeting or counted in determining the total number of outstanding  shares at any
given  time.                                                                    

         Section 8. Acceptance of Votes. If the name signed on a vote,  consent,
waiver  or  proxy  appointment  corresponds  to the name of a  shareholder,  the
corporation  shall be  entitled  to accept  the vote,  consent,  waiver or proxy
appointment and give it effect as the act of the shareholder. If the name signed
on a vote, consent,  waiver or proxy appointment does not correspond to the name
of its shareholder, the corporation shall nevertheless be entitled to accept the
vote, consent,  waiver or proxy appointment and give it effect as the act of the
shareholder  if:                                                                

              a. The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity.                    

              b.  The  name  signed  purports  to be that  of an  administrator,
  executor,  guardian or conservator representing the shareholder.

              c. The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder.                                

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         d. The name signed purports to be that of a pledgee,  beneficial  owner
or  attorney-in-fact  of the  shareholder.                              

         e. Two or more persons are the shareholder as cotenants or fiduciaries,
    the name signed  purports  to be the name of at least one of the  co-owners,
and the person signing appears to be acting on behalf of all co-owners. 

         The corporation shall be entitled to reject a vote, consent,  waiver or
proxy if the secretary or other officer of agent  authorized to tabulate  votes,
acting in good faith,  has reasonable  basis for doubt about the validity of the
signature on it or about the signatory's authority to sign for the shareholder. 

 ARTICLE III

Board of Directors

         Section 1. General Powers.  The business and affairs of the corporation
shall be managed by its board of directors.                                     

         Section 2. Number,  Tenure and Classification.  The number of directors
shall be ten,  divided into three classes,  three  directors to be designated as
Class A directors,  three  directors to be designated as Class B directors,  and
four  directors to be designated as Class C directors.  At each annual  meeting,
directors to replace  those whose terms expire at such annual  meeting  shall be
elected,  each such director to hold office until the third annual  meeting next
succeeding  his election and until his  successor is elected or until his death,
resignation, retirement or removal.                                             

         Section  3.  Regular  Meetings.  A  regular  meeting  of the  board  of
directors shall be held without other notice than this bylaw immediately  after,
and at the same  place as,  the annual  meeting  of  shareholders.  The board of
directors may provide by resolution the time and place, either within or without
the State of Oregon,  for the holding of  additional  regular  meetings  without
other notice than such resolution.                                              

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         Section 4. Special Meetings. Special meetings of the board of directors
may be  called  by or at the  request  of the  chairman  of the board or any two
directors.  The person or persons  authorized  to call  special  meetings of the
board of  directors  may fix any place,  either  within or without  the State of
Oregon,  as the place for holding any special  meeting of the board of directors
called by them.                                                                 

         Section 5. Notice;  Waiver.  Notice of the time,  date and place of any
special meeting shall be given at least ten days previously  thereto,  orally or
by written notice delivered personally or given by telegraph,  teletype or other
form of wire  communication,  or by mail or private carrier, to each director at
his  business  address.  Oral notice  shall be effective  when  communicated  if
communicated in a comprehensible manner and written notice shall be effective at
the  earliest  of the  following:  (a) when  received,  (b) five days  after its
deposit in the United  States  mail,  as evidenced  by the  postmark,  if mailed
postpaid  and  correctly  addressed,  and (c) on the date  shown  on the  return
receipt, if sent by registered or certified mail, return receipt requested,  and
the receipt is signed by or on behalf of the director.  A director's  attendance
at, or  participation  in, a meeting shall constitute a waiver of notice of such
meeting,  except where a director at the  beginning of the meeting,  or promptly
upon  the  director's  arrival,  objects  to  holding  of  the  meeting  or  the
transacting  of  business at the  meeting  and does not  thereafter  vote for or
assent to action taken at the meeting.  A written  waiver of notice of a meeting
signed by the director or directors  entitled to such notice,  whether before or
after the time stated  therein,  which specifies the meeting for which notice is
waived  and  which is filed  with the  minutes  or  corporate  records  shall be
equivalent  to the giving of such notice.  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.            

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         Section 6.  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 without further notice.                   

         Section 7. Manner of Acting.  The affirmative vote of a majority of the
directors  present at a meeting at which a quorum is present shall be the act of
the board of directors.                                                         

         Section 8. Vacancies.  Any vacancy occurring in the board of directors,
including a vacancy  resulting from an increase in the number of directors,  may
be filled by the board of directors  or, if the remaining  directors  constitute
fewer than a quorum,  by the affirmative vote of a majority of all the remaining
directors.  The term of a director elected to fill a vacancy shall expire at the
next shareholders' meeting at which directors are elected.                      

         Section  9.  Presumption  of  Assent.  A  director  who is present at a
meeting of the board of  directors at which  corporate  action is taken shall be
deemed to have assented to the action taken,  unless (a) the director objects at
the  beginning of the  meeting,  or promptly  upon the  director's  arrival,  to
holding the meeting or transacting  business at the meeting;  (b) the director's
dissent or  abstention  from the action  taken is entered in the  minutes of the
meeting; or (c) the director delivers written notice of dissent or abstention to
the  presiding  officer  of  the  meeting  before  its  adjournment  or  to  the
corporation  immediately after adjournment of the meeting. Such right to dissent
or abstain shall not apply to a director who voted in favor of such action.     

         Section 10. Removal of Directors. All or any number of the directors of
the  corporation  may be removed,  with or without  cause,  at a meeting  called
expressly for that purpose,  by the affirmative  vote of the holders of not less
than 80 percent of the outstanding shares of capital stock of the corporation.  

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         Section 11. Compensation. By resolution of the board of directors, each
director may be paid an annual fee as director and, in addition thereto, a fixed
sum for  attendance  at each  meeting of the board of  directors  and  executive
committee or other  committees  and his  expenses,  if any, of attendance at any
such  meeting.  No such payment  shall  preclude  any director  from serving the
corporation in any other capacity and receiving compensation therefor.          

         Section 12.  Retirement.  Each director  shall retire from the board of
directors  on the  date of the  regular  quarterly  meeting  of  directors  next
following  the date on which he attains  the age of 72 and shall not be eligible
thereafter for reelection.                                                      

         Section 13. Emeritus Director.  The board of directors may elect one or
more  emeritus  directors  to serve at the  pleasure of the board of  directors.
Persons  eligible to serve as emeritus  directors  shall be former  directors of
this corporation or of a predecessor corporation;  an emeritus director shall be
entitled to attend  meetings of the board of directors but shall not be entitled
to vote on any  matter  submitted  to the  board  of  directors.  The  board  of
directors shall fix the compensation to be paid each emeritus  director.  Notice
of any  meeting  of the  board of  directors  need  not be given to an  emeritus
director, and he shall not be counted for a quorum of the board of directors.   

         Section 14. Action  Without a Meeting.  Any action that may be taken by
the board of  directors  at a meeting  may be taken  without a meeting if one or
more consents in writing  describing  the action so taken shall be signed by all
the directors  and included in the minutes or filed with the  corporate  records
reflecting the action taken.                                                    

         Section 15. Telephonic Meetings. Meetings of the board of directors, or
of any committee  designated by the board of directors,  may be held by means of
conference  telephone or any other means of communication by which all directors
participating in the meeting can hear each other simultaneously during the      

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meeting,  and such  participation  shall  constitute  presence  in person at the
meeting.                                                                        

         Section 16.  Notification of Nominations.  Nominations for the election
of  directors  may be made  by the  board  of  directors  or a  proxy  committee
appointed by the board of directors  or by any  shareholder  entitled to vote in
the election of directors  generally.  However, any shareholder entitled to vote
in the  election of  directors  generally  may  nominate one or more persons for
election as directors at a meeting only if written notice of such  shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United  States mail,  postage  prepaid,  to the  secretary of the
corporation  not later  than (i) with  respect to an  election  to be held at an
annual  meeting of  shareholders,  90 days in advance of such meeting,  and (ii)
with respect to an election to be held at a special meeting of shareholders  for
the election of  directors,  the close of business on the seventh day  following
the date on which  notice of such meeting is first given to  shareholders.  Each
such notice  shall set forth:  (a) the name and address of the  shareholder  who
intends to make the nomination and of the person or persons to be nominated; (b)
a  representation  that the  shareholder  is a holder  of record of stock of the
corporation  entitled to vote at such meeting and intends to appear in person or
by proxy at the  meeting to  nominate  the person or  persons  specified  in the
notice;  (c) a description of all  arrangements  or  understandings  between the
shareholder and each nominee and any other person or persons (naming such person
or persons)  pursuant to which the nomination or  nominations  are to be made by
the shareholder;  (d) such other information  regarding each nominee proposed by
such  shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange  Commission,  had the
nominee been nominated,  or intended to be nominated, by the board of directors;
and (e) the consent of each nominee to serve as a director of the corporation if
so elected. The chairman of the meeting may refuse to acknowledge the           

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nomination of any person not made in compliance with the foregoing procedure.   

ARTICLE IV

 Executive Committee
and Other Committees

         Section 1. Appointment. The board of directors by resolution adopted by
a majority of the full board may appoint an executive  committee to consist of a
chairman and two or more other directors. The chairman of the committee shall be
a director and shall be selected by the board of  directors  from the members of
the executive  committee.  The  designation of such committee and the delegation
thereto of authority shall not operate to relieve the board of directors, or any
member thereof, of any responsibility imposed by law.                           

         Section  2.  Authority.  The  executive  committee,  when the  board of
directors is not in session,  shall have and may  exercise 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 executive committee and except also
that neither the  executive  committee  nor any other  committee of the board of
directors  appointed  pursuant  to Section 10 of this  Article IV shall have the
authority to (a) authorize distributions; (b) approve or propose to shareholders
actions required by the Act to be approved by  shareholders;  (c) fill vacancies
on the  board of  directors  or any of its  committees;  (d) amend  articles  of
incorporation;  (e) adopt,  amend or repeal bylaws; (f) approve a plan of merger
not requiring  shareholder  approval;  (g) authorize or approve reacquisition of
shares,  except  according  to a formula  or method  prescribed  by the board of
directors; or (h) authorize or approve the issuance or sale or contract for sale
of shares,  or determine the  designation and relative  rights,  preferences and
limitations  of a class or series of shares,  except that the board of directors
may authorize a committee or a senior executive officer of the corporation to do
so within limits specifically prescribed by the board of directors.             

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         Section 3.  Tenure and  Qualifications.  Each  member of the  executive
committee  shall hold office until the next regular  annual meeting of the board
of directors following his appointment and until his successor is appointed as a
member of the executive committee.                                              

         Section 4. Meetings;  Notice; Waiver. Regular meetings of the executive
committee or any other committee of the board of directors appointed pursuant to
Section  10 of this  Article  IV may be held  without  notice at such  times and
places  as the  committee  may fix  from  time to  time by  resolution.  Special
meetings of the executive committee or any such other committee may be called by
any member thereof upon not less than two days' notice  stating the place,  date
and hour of the meeting.  The provisions of Section 5 of Article III shall apply
to the  method  for  giving of  notice  of  special  meetings  of the  executive
committee  or any such other  committee  and to the waiver of notice of any such
meetings.  The notice of a meeting of the executive  committee or any such other
committee need not state the business proposed to be transacted at the meeting. 

         Section 5. Quorum;  Manner of Acting.  A majority of the members of the
executive  committee or any such other committee  shall  constitute a quorum for
the transaction of business at any meeting thereof, and the act of a majority of
the members  present at a meeting at which a quorum is present  shall be the act
of the committee.                                                               

         Section 6.  Action  Without a Meeting.  Any action that may be taken by
the  executive  committee or any such other  committee at a meeting may be taken
without a meeting if one or more  consents in writing  describing  the action so
taken shall be signed by all the members of the  committee  and  included in the
minutes of the  committee or filed with the  corporate  records  reflecting  the
action so taken.                                                                

         Section 7.  Vacancies.  Any vacancy in the  executive  committee or any
such other committee may be filled by a resolution  adopted by a majority of the
full board of directors.                                                        

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         Section  8.  Resignations  and  Removal.  Any  member of the  executive
committee or any such other 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 the  executive  committee or any such other  committee may resign as a
member of the committee at any time by giving  written notice to the chairman of
the board or secretary  of the  corporation,  and,  unless  otherwise  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.                                                                      

         Section 9. Procedure.  The chairman of the executive committee shall be
the presiding officer of the executive  committee.  The executive  committee and
any such other committee shall fix its own rules of procedure which shall not be
inconsistent with these bylaws.  The committee shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting thereof held next after the proceedings shall have been taken.      

         Section 10.  Appointment of Other Committees of the Board of Directors.
The board of directors may from time to time by resolution adopted by a majority
of the full board,  create any other  committee  or  committees  of the board of
directors and appoint members of the board to serve thereon. Each such committee
shall have two or more  members  and,  to the extent  specified  by the board of
directors,  may exercise the powers of the board subject to the  limitations set
forth in Section 2 of this Article IV.                                          

         Section 11. Appointment of Other Committees.  The board of directors or
the executive  committee or, pursuant to the authority of the board of directors
or the  executive  committee,  the  chairman  of the board may from time to time
create and  appoint  any other  committee  or  committees,  or  subcommittee  or
subcommittees,  whether composed of directors,  officers or employees, with such
duties,  responsibilities  and  authority as may be  prescribed  by the board of
directors or the executive  committee,  or by the chairman of the board pursuant
to the                                                                          

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authority  of the board of directors or of the  executive  committee.  Each such
committee or  subcommittee  shall fix its own rules of  procedure.  The board of
directors,  the executive committee or the chairman of the board with respect to
any such committee or subcommittee created and appointed by him shall have power
to change the members of any such committee or subcommittee at any time, to fill
vacancies and to dissolve any such  committee or  subcommittee  at any time. Any
committee may appoint one or more  subcommittees,  of its own members, to advise
with such committee, or to apportion the work of such committee.                

 ARTICLE V

Officers

         Section 1. Number.  The officers of the corporation shall be a chairman
of  the  board,  a  president,   one  or  more  executive   vice-presidents  and
vice-presidents (the number of executive  vice-presidents and vice-presidents to
be determined by the board of directors), a chief financial officer, a secretary
and a treasurer,  each of whom shall be appointed by the board of directors. The
board of directors may from time to time appoint such assistant  officers as may
be deemed  necessary or  desirable  for the  business of the  corporation.  Such
assistant  officers  shall have such duties as may be prescribed by the board of
directors and shall serve at the pleasure of the board of directors.  Any two or
more offices may be held by the same  person,  except the offices of chairman of
the board or president and secretary.                                           

         Section  2.  Appointment  and  Term  of  Office.  The  officers  of the
corporation  shall be appointed  annually by the board of directors at the first
meeting  of the  board of  directors  held  after  each  annual  meeting  of the
shareholders.  If such  appointments  shall  not be made at such  meeting,  such
appointments  shall be made as soon  thereafter  as  conveniently  may be.  Each
officer shall hold office until his successor shall have been                   

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duly  appointed  or until his death or until he shall  resign or shall have been
removed in the manner hereinafter provided.                                     

         Section 3.  Removal.  The board of directors  may remove any officer at
any time with or without cause.  The election or appointment of an officer shall
not of itself  create  contract  rights;  and the  resignation  or removal of an
officer shall not affect the contract rights,  if any, of the corporation or the
officer.                                                                        

         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. Chairman of the Board.  The chairman of the board shall be a
member of the board of directors  and shall  preside at meetings of the board of
directors and meetings of shareholders.  He shall be the chief executive officer
of the corporation and, subject to the control of the board of directors,  shall
in  general   supervise  and  control  all  the  business  and  affairs  of  the
corporation.  He shall have general power to execute  deeds,  mortgages,  bonds,
contracts and other instruments for and on behalf of the corporation,  except in
cases where the execution  thereof shall be expressly  delegated by the board of
directors or by these bylaws to some other  officer or agent of the  corporation
or shall be  required by law to be  otherwise  executed.  He may sign,  with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors,  certificates  for shares of the  corporation.  He shall
perform such additional  duties and exercise such authority as from time to time
may be assigned or delegated to him by the board of directors.                  

         Section  6.  President.  The  president  shall be the chief  operations
officer of the corporation. In the absence of the chairman of the board he shall
preside at meetings of the shareholders.  He shall have general power to execute
deeds,  mortgages,  bonds,  contracts and other instruments for and on behalf of
the corporation, except in cases where the execution                            

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thereof  shall be  expressly  delegated  by the board of  directors  or by these
bylaws to some other officer or agent of the corporation or shall be required by
law to be  otherwise  executed.  He may sign,  with the  secretary  or any other
proper  officer  of  the  corporation  thereunto  authorized  by  the  board  of
directors,  certificates  for shares of the  corporation.  He shall perform such
additional  duties  and  exercise  such  authority  as from  time to time may be
assigned  or  delegated  to him by the  chairman  of the  board or the  board of
directors.                                                                      

         Section 7.  Executive  Vice-Presidents.  The executive  vice-presidents
shall perform such duties and exercise  such  authority as from time to time may
be assigned or delegated to them by the chairman of the board, the president, or
the board of directors. An executive vice-president may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation.                       

         Section 8.  Vice-Presidents.  The  vice-presidents  shall  perform such
duties and  exercise  such  authority  as from time to time may be  assigned  or
delegated  to them by the  chairman of the board,  the  president,  an executive
vice-president or the board of directors. One or more of the vice-presidents may
be designated  senior  vice-president.  Any  vice-president  may sign,  with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation.             

         Section 9. Chief Financial  Officer.  The chief financial officer shall
be the  principal  financial  officer  of the  corporation.  He shall in general
perform  all duties  incident to the office of the chief  financial  officer and
such other  duties as from time to time may be assigned or  delegated  to him by
the chairman of the board, the president, or the board of directors.            

         Section 10. Secretary. The secretary shall: (a) keep the minutes of the
shareholders'  and of the  board of  directors'  meetings  in one or more  books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions                                                             

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of these bylaws or as required by law; (c) be custodian of the corporate records
and of the seal of the  corporation  and see that the seal of the corporation is
affixed to all  documents  the  execution of which on behalf of the  corporation
under  its seal is duly  authorized;  (d)  keep a  register  of the post  office
address of each  shareholder  which shall be furnished to the  secretary by such
shareholder;  (e)  sign  with the  chairman  of the  board,  the  president,  an
executive  vice-president  or a  vice-president  certificates  for shares of the
corporation  the issuance of which shall have been  authorized  by resolution of
the board of directors;  (f) have general  charge of the stock transfer books of
the  corporation;  and (g) in general  perform  all the duties  incident  to the
office of  secretary  and such other duties as from time to time may be assigned
to him by the chairman of the board,  the president,  or the board of directors.

         Section 11. Treasurer. The treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the  corporation;  receive
and give receipts for moneys due and payable to the corporation  from any source
whatsoever,  and deposit all such moneys in the name of the  corporation in such
banks,  trust companies or other depositaries as shall be selected in accordance
with the  provisions of Article VI of these bylaws;  and (b) in general  perform
all the duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him by the chairman of the board, the president,
the chief financial officer or the board of directors.  If required by the board
of directors,  the treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or  sureties  as the board of  directors
shall determine.                                                                

         Section 12. Salaries.  The salaries 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.                                                                    

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ARTICLE VI

 Contracts, Loans, Checks and Deposits

         Section 1. Contracts.  The board of directors may authorize any officer
or officers,  agent or agents, to enter into any contract or execute and deliver
any  instrument  in the  name of and on  behalf  of the  corporation,  and  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 evidences of indebtedness  shall be issued in its name unless
authorized  by a resolution  of the board of  directors.  Such  authority may be
general or confined to specific instances.                                      

         Section 3. Checks,  Drafts, etc. All checks, drafts or other orders for
the payment of money,  notes or other  evidences of  indebtedness  issued in the
name of the  corporation  shall be signed in such  manner as shall  from time to
time be determined by resolution of 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 such banks,  trust  companies  or other  depositaries  as the chairman of the
board,  the  president or the chief  financial  officer of the  corporation  may
select.                                                                         

 ARTICLE VII

Certificates For Shares and Their Transfer

         Section 1. Certificates for Shares. Certificates representing shares of
the  corporation  shall be in such form as shall be  determined  by the board of
directors.  Such certificates  shall be signed by the chairman of the board, the
president, an executive  vice-president or a vice-president and by the secretary
or any other proper officer of the corporation thereunto authorized by the board
of directors  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  countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or one of its                                 

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employees.  All  certificates  for shares  shall be  consecutively  numbered  or
otherwise  identified.  The name and  address  of the  person to whom the shares
represented  thereby  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 a like
number of shares shall have been surrendered and canceled, except as provided in
Section 3 of this Article VII.                                                  

         Section 2.  Transfer of Shares.  Transfer of shares of the  corporation
shall be made only on the stock transfer books of the  corporation by the holder
of record  thereof  or by his legal  representative,  who shall  furnish  proper
evidence of authority to transfer,  or by his attorney  thereunto  authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares  stand on the books of the  corporation  shall be deemed by
the corporation to be the owner thereof for all purposes.                       

         Section  3.  Replacement  of  Certificates.  In the  event of the loss,
theft,  mutilation or destruction  of any  certificate  for shares,  a duplicate
thereof may be issued and  delivered to the owner  thereof,  provided he makes a
sufficient  affidavit  setting forth the material  facts  surrounding  the loss,
theft,  mutilation or destruction of the original  certificate  and gives a bond
with corporate  surety to the corporation,  its officers and agents,  in an open
penalty amount  indemnifying the corporation,  its officers and agents,  against
any  losses,  costs and  damages  suffered  or  incurred by reason of such loss,
theft,  mutilation or destruction of the original  certificate  and  replacement
thereof.                                                                        

         Section 4. Transfer  Agents and  Registrars.  The board of directors or
executive  committee may provide for transfer and  registration  of the stock of
the corporation in Portland, Oregon, and in such other place or places as may be
deemed advisable,  and for such purpose may appoint and change from time to time
the necessary transfer agents and registrars. In case there shall be            

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more than one transfer agent and more than one registrar, the board of directors
or  executive   committee  may  provide  for  the  interchange  of  certificates
countersigned by the several transfer agents and registrars. A transfer agent of
the corporation may also be designated as the dividend  disbursing  agent of the
corporation.  Resolutions  of the  board of  directors  or  executive  committee
appointing  transfer  agents and  registrars  shall  provide  for such terms and
conditions as may be deemed advisable,  including without limitation  provisions
for  indemnification  of the transfer agents and registrars and  instructions to
them by designated officers of the corporation.                                 

ARTICLE VIII

Seal

         The board of directors  shall  provide a corporate  seal which shall be
circular in form and shall have  inscribed  thereon the name of the  corporation
and the state of incorporation and the words, "Corporate Seal."                 

ARTICLE IX

 Fiscal Year

         The  fiscal  year of the  corporation  shall  begin on the first day of
January and end on the thirty-first day of December in each year.               

 ARTICLE X

Amendments

         These  bylaws  or any  portion  hereof  may be  amended  by a vote of a
majority of the full board of directors at any meeting of the directors.        

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Dates Referenced Herein

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
Filed on:		3/20/98							None on these Dates
		2/12/98		1		4
For Period End:		12/31/97
									List all Filings