NIKE, Inc.

 

Third Restated Bylaws

 

 

(Adopted September 17, 1995;

amended as of February 15, 2007)

 

   ARTICLE 1 - Offices
 
     Section 1.  Principal Office.  The registered office and principal
                 ________________
executive offices of NIKE, Inc., an Oregon corporation (the "Corporation"),
shall be located in Beaverton, Oregon, or such other location as the Board of
Directors may determine.
 
     Section 2.  Additional Offices.  The Corporation may also have offices at
                 __________________
such other places, either within or without Oregon, as the Board of Directors
may from time to time determine or as the business of the Corporation may
require.
 
 
                         ARTICLE 2 - Shareholders
 
     Section 1.  Place of Meetings.  Meetings of the shareholders of the
                 _________________
Corporation shall be held at Beaverton, Oregon, or any other place, either
within or without Oregon, selected by the Board of Directors, or in the
absence of a selection by the Board of Directors, by the Chairman of the
Board.
 
     Section 2.  Annual Meetings.  The annual meeting of the shareholders
                 _______________
shall be held on the third Monday in September of each year if not a legal
holiday, and if a legal holiday then on the next succeeding business day, at
such time as may be designated by the Board of Directors and specified in the
notice of the meeting.  The Board of Directors shall have the discretion to
designate a different annual meeting date for any year, provided that the date
so designated is within 60 days of the date specified in the preceding
sentence.  At the annual meeting, the shareholders shall elect by vote a Board
of Directors, consider reports of the affairs of the Corporation, and transact
such other business as may properly be brought before the meeting.
 
     Section 3.  Special Meetings.  The Corporation shall hold a special
                 ________________
meeting of shareholders upon the call of the Chairman of the Board, the
President or the Board of Directors, or if the holders of at least 10 percent
of all votes entitled to be cast on any issue proposed to be considered at the
special meeting sign, date and deliver to the Secretary of the Corporation one
or more written demands for the meeting describing the purpose or purposes for
which it is to be held.  Special meetings of the shareholders may not be
called by any other person or persons.
 
 
     Section 4.  Notice of Meetings and Waiver.
                 _____________________________
 
     (a)     General.  The Corporation shall notify shareholders in writing of
             _______
the date, time and place of each annual and special shareholders meeting not
earlier than 60 days nor less than ten days before the meeting date.  Except
 
 
<PAGE>
 
 
as otherwise required by applicable law, the Corporation is required to give
notice only to shareholders entitled to vote at the meeting.  Such notice is
effective when mailed if it is mailed postage prepaid and is correctly
 
                                   1
addressed to the shareholder's address shown in the Corporation's current
record of shareholders.  Except as otherwise required by applicable law,
notice of an annual meeting need not include a description of the purpose or
purposes for which the meeting is called.  Notice of a special meeting shall
include a description of the purpose or purposes for which the meeting is
called.
 
     (b)     Adjourned Meetings.  If an annual or special shareholders meeting
             __________________
is adjourned to a different date, time or place, notice need not be given of
the new date, time or place if the new date, time or place is announced at the
meeting before adjournment.  If a new record date for the adjourned meeting is
fixed, or is required by law to be fixed, notice of the adjourned meeting
shall be given to persons who are shareholders as of the new record date.  A
determination of shareholders entitled to notice of or to vote at a
shareholders meeting is effective for any adjournment of the meeting unless
the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting.
 
     (c)     Waiver of Notice.  A shareholder's attendance at a meeting waives
             ________________
objection to (i) lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (ii) consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the shareholder objects to considering the matter
when it is presented.
 
     Section 5.  Quorum.  Shares entitled to vote as a separate voting group
                 ______
may take action on a matter at a meeting only if a quorum of those shares
exists with respect to that matter.  Unless otherwise required by law, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.  Once a
share is represented for any purpose at a meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.  In the absence of a quorum, a majority of those present in person or
represented by proxy may adjourn the meeting from time to time until a quorum
exists.  Any business that might have been transacted at the original meeting
may be transacted at the adjourned meeting if a quorum exists.
 
     Section 6.  Voting Rights.  The voting rights of holders of stock of the
                 _____________
Corporation, and the circumstances under which any class of stock has special
voting rights and the manner of exercise thereof, are as set forth in the
Restated Articles of Incorporation, as amended (the "Restated Articles").
Only shares of stock are entitled to vote.  Except as otherwise provided in
the Restated Articles or by applicable law:  (i) each outstanding share,
regardless of class, is entitled to one vote on each matter voted on at a
shareholders meeting; (ii) if a quorum exists, action on a matter, other than
the election of directors, by a voting group shall be approved if the votes
cast within the voting group favoring the action exceed the votes cast within
the voting group opposing the action; and (iii) directors shall be elected by
a plurality of the votes cast by holders of the shares entitled to vote in the
election at a meeting at which a quorum is present.
 
<PAGE>
 
 
 
     Section 7.  Voting of Shares by Certain Holders.  If the name signed on a
                 ___________________________________
vote, consent, waiver or proxy corresponds to the name of a shareholder, the
Corporation, if acting in good faith, is entitled to accept the vote, consent,
 
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waiver or proxy and give it effect as the act of the shareholder.  If the name
signed on a vote, consent, waiver or proxy does not correspond to the name of
its shareholder, the Corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver or proxy and give it effect as
the act of the shareholder if authorized by ORS 60.237 or any successor
provision dealing with acceptance of votes.
 
     Shares of the Corporation are not entitled to be voted if (i) they are
owned, directly or indirectly, by another domestic or foreign corporation, and
(ii) the Corporation owns, directly or indirectly, a majority of the shares
entitled to be voted for the directors of such other corporation.  This
paragraph does not limit the power of a corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.
 
     Any redeemable shares that the Corporation may issue are not entitled to
be voted after notice of redemption is mailed to the holders and a sum
sufficient to redeem the shares has been deposited with a bank, trust company
or other financial institution under an irrevocable obligation to pay the
holders the redemption price on surrender of the shares.
 
     Section 8.  Proxies.  A 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 at or before the meeting at which it is to be used with the
Secretary at the Corporation or other officer or agent of the Corporation
authorized to tabulate votes.  An appointment of a proxy is effective when
received by the Secretary or other officer or agent of the Corporation
authorized to tabulate votes.  An appointment is valid for 11 months unless a
longer period is expressly provided in the appointment form.  An appointment
of a proxy is revocable by the shareholder unless the appointment form
conspicuously states that it is irrevocable and the appointment is coupled
with an interest.
 
     Section 9.  Shareholder Lists.  After fixing a record date for a meeting,
                 _________________
the Corporation shall prepare an alphabetical list of the names of all of its
shareholders who are entitled to notice of the meeting.  The list shall be
arranged by voting group, and within each voting group, by class or series of
shares and show the address of and the number of shares held by each
shareholder.  The shareholder list shall be available for inspection by any
shareholder, beginning two business days after notice of the meeting for which
the list was prepared is given and continuing through the meeting.  Such list
shall be kept on file at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting will be held.
A shareholder, or the shareholder's agent or attorney, shall be entitled on
written demand to inspect and, subject to the requirements of law, to copy the
list during regular business hours and at the shareholder's expense during the
period it is available for inspection.  The Corporation shall make the
shareholder list available at the meeting, and any shareholder, or the
shareholder's agent or attorney, is entitled to inspect the list at any time
during the meeting or any adjournment.  The original stock transfer book shall
be prima facie evidence as to who are the shareholders entitled to inspect
such list or to vote at any meeting of shareholders.  Refusal or failure to
 
<PAGE>
 
 
prepare or make available the shareholder list does not affect the validity of
action taken at the meeting.
 
     Section 10. Business of Shareholder Meetings.
                 ________________________________
 
     (a)     The Chairman of the Board, or such other officer of the
Corporation designated by the Board of Directors, shall call meetings of the
shareholders to order and shall act as presiding officer thereof.  Unless
 
                                   3
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer, or any person he or she designates, shall also have the
authority in his or her sole discretion to regulate the conduct of any such
meeting, including, without limitation:  the establishment of rules for
determining if business is to be brought before such meeting; the
establishment of procedures for the maintenance of order and safety; setting
limitations on the time allotted to questions or comments on the affairs of
the Corporation; imposing restrictions on entry to such meeting of
shareholders after the time prescribed for the commencement thereof;
determining the opening and closing of the voting polls; imposing restrictions
on the persons (other than shareholders or their proxies) who may attend such
meeting; ascertaining 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 thereat; and by determining the
circumstances in which any person may make a statement or ask questions at
such meeting.
 
 
     (b)     Only business within the purpose or purposes described in the
meeting notice may be conducted at a special shareholders meeting.
 
     (c)     At the annual meeting of the shareholders, only such business
shall be conducted as shall have been properly brought before the meeting.  To
be properly brought before an annual meeting, business must be (i) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise brought before the meeting
by or at the direction of the Board of Directors, or (iii) otherwise properly
brought before the meeting by a shareholder, and (iv) under law, an
appropriate subject of shareholder action.
 
     (d)     In addition to any other applicable requirements, including,
without limitation, requirements relating to solicitation of proxies and
proposals of security holders under the Securities Exchange Act of 1934, as
amended, (the "Proxy Rules") for business to be properly brought before the
annual meeting by a shareholder, including nominations of persons for election
to the Board of Directors, 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 received by the Secretary at the principal
executive offices of the Corporation, not less than 60 days prior to the
meeting.  A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting:  (i) a
brief description of the business desired to be brought before the annual
meeting; (ii) the name and address, as they appear on the Corporation's books,
of the shareholder proposing such business; (iii) the class and number of
shares of the Corporation which are beneficially owned by the shareholder;
(iv) any material interest of the shareholder in such business; (v) a
 
<PAGE>
 
 
description of all arrangements or understandings between such shareholder and
any other person or persons in connection with the proposal of such business,
(vi) a representation that such shareholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting; and
(vii) with regard to nominations, all information required by the Proxy Rules.
 
     (e)     No business shall be conducted at an annual or special meeting
except in accordance with the procedures set forth in this Section 10.  The
presiding officer at a shareholders meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section.  If the
presiding officer should so determine, he or she shall so declare to the
meeting and any such business not properly brought before the meeting shall
not be transacted.
 
 
                                   4
     (f)     The Chairman of the Board shall, in advance of any meeting of
shareholders, appoint one or more inspectors of election to act at the
meeting.  The inspectors of election shall decide upon the qualifications of
voters, count the votes, declare the results and make a written report
thereof.
 
 
                           ARTICLE 3 - Directors
 
     Section 1.  Powers.  The Corporation shall have a Board of Directors.
                 ______
All corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed under the direction
of, the Board of Directors.
 
     Section 2.  Number and Qualifications.  The number of directors shall be
                 _________________________
determined by resolution of the Board of Directors, and shall not be less than
five.  Any decrease in the number of directors designated by the Board of
Directors shall not shorten an incumbent director's term.  Directors need not
be residents of Oregon or shareholders of the Corporation.
 
     Section 3.  Election and Tenure.  The directors shall be elected at the
                 ___________________
annual meeting of the shareholders, by separate vote of the Class A and Class
B Common Stock in the manner required by the Restated Articles.  Their term of
office shall begin immediately after election.  The terms of all directors,
including a director elected to fill a vacancy, expire at the next annual
shareholders meeting following their election.  Despite the expiration of a
director's term, the director shall continue to serve until his or her
successor is elected and qualifies or until there is a decrease in the number
of directors.
 
     Section 4.  Vacancies.  A vacancy in the Board of Directors shall exist
                 _________
upon the death, resignation or removal of any director or upon an increase in
the number of directors.  If a vacancy occurs on the Board of Directors as a
result of death, resignation or removal from office of a director who is
elected by a separate class vote of the common stock, it shall be filled by
the affirmative vote of a majority of the remaining directors similarly
elected by such class.  If none shall be remaining, the vacancy shall be
filled by all directors then in office.  If the directors remaining in office
constitute fewer than a quorum of the Board, they may fill the vacancy by an
affirmative vote of a majority of all of the directors remaining in office.
If a vacancy occurs on the Board of Directors as a result of an increase in
the number of directors, the Board of Directors may fill such vacancy,
 
<PAGE>
 
 
provided they may not elect more than three additional directors in any period
between annual shareholders meetings to fill such vacancies.
 
     Section 5.  Resignation.  A director may resign at any time by delivering
                 ___________
written notice to the Chairman of the Board of Directors, the Board of
Directors or the Corporation.
 
     Section 6.  Removal.  The shareholders may remove one or more directors
                 _______
with or without cause.  If a director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in
the vote to remove the director.  A director may be removed by the
shareholders only at a meeting called for the purpose of removing the director
and the meeting notice must state that the purpose, or one of the purposes, of
the meeting is removal of the director.
 
 
     Section 7.  Meetings - Notice and Waiver.
                 ____________________________
 
     (a)     The Board of Directors may hold regular or special meetings in or
out of Oregon.
 
     (b)     Regular meetings of the Board of Directors may be held without
notice of the date, time, place or purpose of the meeting.  The Board of
Directors may fix, by resolution, the time and place for the holding of
regular meetings.
 
     (c)     Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board, the President
or a majority of directors.  Notice of special meetings of the Board of
Directors shall be preceded by at least 48 hours' notice of the date, time,
place and general purpose of the meeting.  The notice shall be given orally,
either in person or by telephone, or shall be delivered in writing, either
personally, by mail or by facsimile or by telegram.
 
     (d)     Notice of the time and place of holding any adjourned meeting
need not be given if such time and place are fixed at the meeting adjourned.
 
     (e)     The transaction of all business at any meeting of the Board of
Directors, or any committee thereof, however called or noticed, or wherever
held, shall be as valid as though had at a meeting duly held after regular
call and notice, if a quorum be present, and if, either before or after the
meeting, each of the directors not present shall sign a written waiver of
notice, or consent to holding such meeting, or an approval of the minutes
thereof.  All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.  A director's
attendance at or participation in a meeting waives any required notice to the
director of the meeting unless the director at the beginning of the meeting,
or promptly upon the director's arrival, objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.
 
 
     Section 8.  Quorum and Vote.
                 _______________
 
     (a)     A majority of the directors in office shall constitute a quorum
for the transaction of business.  A majority of the directors present, in the
absence of a quorum, may adjourn from time to time but may not transact any
 
<PAGE>
 
 
business.  If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors,
unless a different vote is required by law.
 
     (b)     A director who is present at a meeting of the Board of Directors,
or is present at a meeting of a committee of the Board of Directors, when
corporate action is taken, is deemed to have assented to the action taken
unless (i) 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, (ii) the director's dissent or abstention from the action taken
is entered in the minutes of the meeting, or (iii) 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.  The right of dissent or abstention is not
available to a director who votes in favor of the action taken.
 
     Section 9.  Compensation.  Directors shall be entitled to such
                 ____________
 
                                   6
compensation for their services as may be approved by the Board of Directors,
including, without limitation, an annual fee, a fixed sum for attending each
Board and committee meeting, and their expenses of attendance at each meeting
of the Board or a committee.  No such payment shall preclude any director from
serving the Corporation in any other capacity as an officer, agent, employee,
consultant or otherwise and receiving compensation for that service.
 
 
                            ARTICLE 4 - Committees
 
     Section 1.  Committees of the Board of Directors.  The Board of Directors
                 ____________________________________
shall designate an Executive Committee, a Nominating and Corporate Governance
Committee, an Audit Committee, a Compensation Committee, a Finance Committee,
and a Corporate Responsibility Committee, each of which shall have powers and
authority of the Board of Directors to the extent provided for in charters for
each committee adopted by the Board of Directors.  The Board of Directors may
designate one or more additional committees of the Board with such powers as
shall be specified in charters adopted by the Board.  Each committee shall
consist of one or such greater number of directors as shall be determined from
time to time by resolution of the Board of Directors.
 
 
     Section 2.  Actions of the Committees.  Each committee shall keep regular
                 _________________________
minutes of its meetings.  All action taken by a committee shall be reported to
the Board of Directors at its meeting next succeeding such action and shall be
subject to approval and revision by the Board, provided that no legal rights
of third parties shall be affected by such revisions.
 
     Section 3.  Procedures.  The provisions of Article 3 of these Bylaws
                 __________
governing meetings, notice and waiver of notice, and quorum and voting
requirements of the Board of Directors shall apply to committees and their
members as well.
 
     Section 4.  Appointment of Committee Members.  The members of each
                 ________________________________
committee shall be appointed by the Board of Directors by resolution and shall
serve until the first meeting of the Board of Directors after the annual
meeting of shareholders and until their successors are elected and qualified
 
<PAGE>
 
 
or until the members' earlier resignation or removal.  The Board of Directors
shall designate the Chair of each committee other than the Executive
Committee.  The Chairman of the Board shall serve as Chair of the Executive
Committee.  The Board may also designate the Vice Chair of any committee, as
appropriate.  Vacancies may be filled by the Board of Directors at any
meeting.
 
     With the approval of the Board of Directors, the Chairman of the Board
may designate one or more directors to serve as an alternate member or members
at any committee meeting to replace any absent or disqualified member.  The
Chairman of the Board may designate a committee member as acting Chair of that
committee, in the absence of the elected committee Chair or a Vice Chair.
 
 
                         ARTICLE 5 - Officers
 
     Section 1.  Designation; Appointment.
                 ________________________
 
      (a)     The officers of the Corporation shall be a Chairman of the
Board, a President and Chief Executive Officer, one or more Vice Presidents, a
 
                                   7
Treasurer, a Secretary and such other officers and assistant officers as the
Board of Directors or the President shall from time to time appoint, none of
whom need be members of the Board of Directors.  The officers shall hold
office at the pleasure of the Board of Directors if appointed by the Board, or
the President if appointed by the President.  Subject to the terms of any
contract of employment between the Corporation and such officer, any officer
appointed by the Board of Directors or the President may be removed at any
time by the Board of Directors or the President, respectively.
 
     The same individual may simultaneously hold more than one office in the
Corporation.  A vacancy in any office because of death, resignation, removal
or any other cause shall be filled in the manner prescribed in these Bylaws
for regular appointments to such office.  The salaries and other compensation
of the officers of the Corporation shall be fixed by or in the manner
designated by the Board of Directors.
 
     (b)     Any officer may resign at any time by giving written notice to
the Board of Directors, the President or the Secretary.  Unless the notice
specifies a later effective date, a resignation is effective at the earliest
of the following:  (i) when received; (ii) five days after its deposit in the
United States mail, as evidenced by the postmark, if mailed postage prepaid
and correctly addressed; or (iii) 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 addressee.  Once delivered, a notice of
resignation is irrevocable unless revocation is permitted by the Board of
Directors.  If a resignation is made effective at a later date and the
Corporation accepts the future effective date, the Board of Directors may fill
the pending vacancy before the effective date, if the Board of Directors
provides that the successor shall not take office until the effective date.
 
     Section 2.  Chairman of the Board.  The Chairman of the Board shall
                 _____________________
preside at all meetings of the Board of Directors and shareholders and will
have such other powers and duties as may be prescribed by the Board of
 
<PAGE>
 
 
Directors or these Bylaws.  The Chairman of the Board will have authority to
execute on behalf of the Corporation all contracts, deeds, agreements, stock
certificates and other instruments.  The Chairman of the Board will be the
Chair of the Executive Committee and an ex officio member of all other
standing committees.
 
     Section 3.  President.  The President will be the Chief Executive Officer
                 _________
of the Corporation.  Subject to the control of the Board of Directors, the
President and Chief Execitive Officer shall have general supervision,
direction and control of the business and affairs of the Corporation and shall
perform other duties commonly incident to such office.  The President will
have authority to execute on behalf of the Corporation all contracts, deeds,
agreements, stock certificates and other instruments.  In the absence of the
Chairman of the Board, the President will perform the duties and
responsibilities of the Chairman of the Board.  The President will be an ex
officio member of all the standing committees and will have such other powers
and duties as may be prescribed by the Board of Directors or these Bylaws.
 
     Section 4.  Vice Presidents.  Each Executive Vice President, Senior Vice
                 _______________
President and Vice President shall have such powers and perform such duties as
may be assigned to the officer by the Board of Directors, the President or
these Bylaws.  In the absence or disability of the President, the President's
duties and powers shall be performed and exercised by a senior officer
designated by the Board of Directors or the President.
 
     Section 5.  Secretary.  The Secretary shall attend all meetings of the
 
                                   8
                 _________
shareholders and of the Board of Directors, and shall record all acts and
proceedings thereof in the minute book of the Corporation.  The Secretary
shall give notice in conformity with these Bylaws of all meetings of the
shareholders, of the Board of Directors and any committee thereof requiring
notice.  The Secretary shall perform all other duties given him in these
Bylaws and other duties commonly incident to such office and shall also
perform such other duties and have such other powers as the Board of Directors
or the President may designate from time to time.  An Assistant Secretary is
authorized to assume and perform the duties of the Secretary in the absence of
the Secretary, and to also perform such other duties and have such other
powers as the Board of Directors or the President shall designate from time to
time.
 
     Section 6.  Treasurer.  The Treasurer shall perform all duties and acts
                 _________
incident to the position of Treasurer, shall have custody and be responsible
for the Corporation's funds and securities, shall supervise the investments of
its funds, and shall deposit all money and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.  The Treasurer shall disburse the funds of the
Corporation as may be authorized, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, whenever required,
an account of all the transactions of the Treasurer and of the financial
condition of the Corporation.  The Treasurer shall perform such other duties
as may be assigned, and shall report to the Chief Financial Officer or, in the
absence of the Chief Financial Officer, to the President.  In the absence of
the Treasurer, an Assistant Treasurer is authorized to assume the duties of
the Treasurer, and to also perform such other duties and have such other
powers as the Board of Directors or the President shall designate from time to
time.
 
<PAGE>
 
 
     Section 7.  Assistant Officers.  Such other officers as the Board of
                 __________________
Directors or the President may designate, including a Deputy Chairman of the
Board of Directors and Assistant Officers, shall perform such duties and have
such powers as from time to time may be assigned to them by the Board of
Directors or the President.
 
     Section 8.  Divisional Officers.  The Board of Directors or the President
                 ___________________
may from time to time appoint persons to hold nominal titles as officers of
divisions or of other areas of the Corporation's business ("Divisional
Officers").  No Divisional Officer shall by reason of such appointment become
a corporate officer or have the authority of a corporate officer.  Each
Divisional Officer shall only perform such duties and have such powers as may
be assigned to the person by the Board of Directors or the President.  Any
title given to any Divisional Officer may be withdrawn, with or without cause
at any time, by the Board of Directors or the President, and any duty or
authority delegated to any such person may be withdrawn, with or without cause
at any time, by the Board of Directors or the President.
 
 
                 ARTICLE 6 - Certificates and Transfer of Shares
 
     Section 1.  Certificates for Shares.
                 _______________________
 
     (a)     Form.  Shares of the Corporation may be represented by
             ____
certificates or may be uncertificated.  Certificates for shares shall be in
such form as the Board of Directors may designate, shall state the name of
the Corporation and the state law under which the Corporation is organized,
shall state the name of
 
                                   9
the person to whom the shares represented by the certificate are issued, and
shall state the number and class of shares and the designation of the series,
if any, the certificate represents.  If the Corporation is authorized to issue
different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class, the variations in rights, preferences and limitations determined for
each series and the authority of the Board of Directors to determine
variations for future series shall be summarized on the front or back of each
certificate, or each certificate may state conspicuously on its front or back
that the Corporation shall furnish shareholders with this information on
request in writing and without charge.
 
     (b)     Signing.  Each certificate for shares shall be signed, either
             _______
manually or in facsimile, by (i) the Chairman of the Board or the President
and (ii) the Secretary or an Assistant Secretary of the Corporation.  The
certificates may bear the corporate seal or its facsimile.  If any officer who
has signed a share certificate, either manually or in facsimile, no longer
holds office when the certificate is issued, the certificate shall
nevertheless be valid.
 
     Section 2.  Transfer on the Books.  Upon surrender to the Corporation of
                 _____________________
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, and subject to any
limitations on transfer appearing on the certificate or in the Corporation's
stock transfer records, the Corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.  Nothing in this Section 2 shall require the Corporation to
issue a new certificate if the Corporation has determined that such shares
shall be uncertificated.
 
     Section 3.  Lost Certificates.  In the event a certificate is represented
                 _________________
to be lost, stolen or destroyed, a new certificate shall be issued in place
 
<PAGE>
 
 
thereof upon such proof of the loss, theft or destruction and upon the giving
of such bond or other indemnity as may be required by the Corporation.  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.
 
 
     Section 4.  Transfer Agents and Registrars.  The Board of Directors may
                 ______________________________
from time to time appoint one or more transfer agents and one or more
registrars for the shares of the Corporation who will have such powers and
duties as the Board of Directors may specify.
 
     Section 5.  Record Date.  In order that the Corporation may determine the
                 ___________
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than 70 nor less than 10 days
before the date of such meeting, nor more than 70 days prior to any other
action.  If no record date is fixed by the Board of Directors, the record date
for determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the close of business on the day next preceding the day
on which notice of such meeting is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.  A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
 
 
 
                                  10
 
     Section 6.  Registered Shareholders.  The Corporation shall be entitled
                 _______________________
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person whether or not it shall have
express or other notice thereof, except as otherwise provided by law.
 
 
                       ARTICLE 7 - General Provisions
 
     Section 1.  Records.  The Corporation shall maintain all records required
                 _______
by law.  All such records shall be kept at its principal office, registered
office or at any other place designated by the Chairman of the Board of the
Corporation, or as otherwise provided by applicable law.  The records of the
Corporation allowed to be inspected by shareholders shall be open to
inspection by the shareholders or the shareholders' agents or attorneys in the
manner and to the extent required by applicable law.
 
     Section 2.  Seal.  The corporate seal, if any, shall be circular in form
                 ____
and shall have inscribed thereon the name of the Corporation and the state of
incorporation.
 
     Section 3.  Amendment of Bylaws.  Except as otherwise provided by
                 ___________________
applicable law or by the Restated Articles, the Board of Directors may amend
or repeal these Bylaws at any regular or special meeting.  The Corporation's
shareholders may also amend or repeal these Bylaws, as authorized by
applicable laws.
 
<PAGE>
 
 
     Section 4.  Action Without a Meeting.  Any action required or permitted
                 ________________________
by law to be taken at any meeting of the Board of Directors, or at any meeting
of a committee of the Board of Directors, or at any meeting of shareholders
may be taken without a meeting if the action is taken by all members of the
Board or the Committee or all shareholders.  The action shall be evidenced by
one or more written consents describing the action taken, signed by each
director, committee member or shareholder and included in the minutes or filed
with the corporate records reflecting the action taken.  Action taken under
this Section 4 is effective when the last director or shareholder signs the
consent, unless the consent specifies an earlier or later effective date.  A
consent signed under this section has the effect of a meeting vote and may be
described as such in any document.
 
     Section 5.  Telephonic Meetings.  The Board of Directors or any committee
                 ___________________
thereof may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through, use of any means of communication
by which all directors participating may simultaneously hear each other during
the meeting.  All directors participating in a Board or committee meeting by
this means shall be deemed to be present in person at the meeting.
 
     Section 6.  Fiscal Year.  The fiscal year of the Corporation shall extend
                 ___________
from June 1 until May 31 of the following calendar year.
 
     Section 7.  Execution of Corporate Instruments.
                 __________________________________
 
     (a)     The Board of Directors may, in its discretion, determine the
 
                                  11
method and designate the signatory officer or officers, or other person or
persons, to execute any corporate instrument or document, and such execution
or signature shall be binding upon the Corporation.
 
     (b)     Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, formal contracts of the Corporation,
promissory notes, deeds of trusts, mortgages and other evidences of
indebtedness of the Corporation, and other corporate instruments shall be
executed, signed or endorsed by the Chairman of the Board, the President, the
Treasurer, or any Vice President.  All other instruments and documents
requiring the corporate signature may be executed as aforesaid or in such
other manner as may be directed by the Board of Directors.
 
     (c)     All checks and drafts drawn on banks or other depositories on
funds to the credit of the Corporation or in special accounts of the
Corporation shall be signed by such person or persons as the Board of
Directors shall authorize so to do.
 
 
               ARTICLE 8 - Transactions With Interested Directors
 
     Section 1.  Validity of Transaction.
                 _______________________
<PAGE>
 
 
     (a)     No transaction involving the Corporation shall be voidable by the
Corporation solely because of a director's direct or indirect interest in the
transaction if:
 
            (i)  The material facts of the transaction and the director's
interest were disclosed or known to the Board of Directors or a committee of
the Board of Directors, and the Board of Directors or committee authorized,
approved or ratified the transaction;
 
           (ii)  The material facts of the transaction and the director's
interest were disclosed or known to the shareholders entitled to vote and the
shareholders authorized, approved or ratified the transaction by the
affirmative vote of the holders of a majority of the issued and outstanding
shares of the Corporation, or by written consent; or
 
(iii) The transaction was fair and reasonable to the Corporation.
 
     (b)     This Article 8 shall not invalidate any contract, transaction or
determination that would otherwise be valid under applicable law.
 
     Section 2.  Indirect Interest.  Solely for purposes of this Article 8, a
                 _________________
director of the Corporation has an indirect interest in a transaction if
another entity in which the director has a material financial interest or in
which the director is a general partner is a party to the transaction; or the
transaction with another entity of which the director is a director, officer
or trustee is a party to the transaction and the transaction is or should be
considered by the Board of Directors.
 
     Section 3.  Authorization by Board.  For purposes of Section 1 of this
                 ______________________
Article 8, a transaction in which a director has an interest is authorized,
approved or ratified by the Board of Directors if it receives the affirmative
vote of a majority of the directors on the Board of Directors, or on the
committee, who have no direct or indirect interest in the transaction.  A
transaction may not be authorized, approved or ratified under this Article 8
by a single director.  If a majority of the directors who have no direct or
indirect interest in the transaction vote to authorize, approve or ratify the
transaction, a quorum shall be present for the purpose of taking action under
 
                                  12
this Article 8.  The presence of, or a vote cast by, a director with a direct
or indirect interest in the transaction shall not affect the validity of any
action taken under Section 1 of this Article 8 by the Board of Directors or a
committee thereof, if the transaction is otherwise authorized, approved or
ratified as provided in Section 1 of this Article 8.
 
     Section 4.  Authorization by Shareholders.  For purposes of Section 1 of
                 _____________________________
this Article 8, a transaction in which a director has an interest is
authorized, approved or ratified if it receives the vote of a majority of the
shares entitled to vote under this Article 8 voting as a single voting group.
Shares owned by or voted under the control of a director who has a direct or
indirect interest in the transaction, and shares owned by or voted under the
control of any entity described in paragraph (a) of Section 2 of this Article
8 may be counted in a vote of shareholders to determine whether to authorize,
approve or ratify a transaction by vote of the shareholders under Section 1 of
this Article 8.  A majority of the shares, whether or not present, that are
entitled to be counted in a vote on the transaction under this Article 8
constitutes a quorum for the purpose of taking action under this Article 8.
 
 
<PAGE>
 
 
                          ARTICLE 9 - Indemnification
 
     (a)     The Corporation shall indemnify to the fullest extent permitted
by law, any person who is made, or threatened to be made, a party to or
witness in, or is otherwise involved in, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
investigative, or otherwise (including any action, suit or proceeding by or in
the right of the Corporation) by reason of the fact that:
 
           (i)  the person is or was a director or officer of the Corporation
or any of its subsidiaries;
 
          (ii)  the person is or was serving as a fiduciary within the meaning
of the Employee Retirement Income Security Act of 1974 with respect to any
employee benefit plan of the Corporation or any of its subsidiaries; or
 
         (iii)  the person is or was serving, at the request of the
Corporation or any of its subsidiaries, as a director or officer, or as a
fiduciary of an employee benefit plan, of another corporation, partnership,
joint venture, trust or other enterprise.
 
     (b)     The Corporation may indemnify its employees and other agents to
the fullest extent permitted by law.
 
     (c)     The expenses incurred by a director or officer or other
indemnified person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
investigative, or otherwise, which the director or officer is made or
threatened to be  made a party to or witness in, or is otherwise involved in,
shall be paid by the Corporation in advance upon written request if the
indemnified person:
 
           (i)  furnishes the Corporation a written affirmation that in good
faith the person believes that he or she is entitled to be indemnified by the
Corporation; and
 
          (ii)  furnishes the Corporation a written undertaking to repay such
advance to the extent that it is ultimately determined by a court that such
person is not entitled to be indemnified by the Corporation.  Such advances
shall be made without regard to the person's ability to repay such expenses
 
 
                                  13
and without regard to the person's ultimate entitlement to indemnification
under this Article or otherwise.
 
     (d)     The rights of indemnification provided in this Article 9 shall be
in addition to any rights to which a person may otherwise be entitled under
any articles of incorporation, bylaw, agreement, statute, policy of insurance,
vote of shareholders or Board of Directors, or otherwise; shall continue as to
a person who has ceased to be a director, officer, employee or agent of the
Corporation; and shall inure to the benefit of the heirs, executors and
administrators of such person.
 
<PAGE>
 
 
     (e)    Any repeal of this Article 9 shall be prospective only and no
repeal or modification of this Article 9 shall adversely affect any right or
protection that is based upon this Article 9 and pertains to an act or
omission that occurred prior to the time of such repeal or modification.
 
     (f)     As a condition precedent to indemnification under this Article 9,
not later than 30 days after receipt by the director or officer of notice of
the commencement of any proceeding the director or officer shall, if a claim
in respect of the proceeding is to be made against the Corporation under this
Article 9, notify the Corporation in writing of the commencement of the
proceeding.  The failure to properly notify the Corporation shall not relieve
the Corporation from any liability which it may have to the director or
officer otherwise than under this Article 9.  With respect to any proceeding
as to which the director or officer so notifies the Corporation of the
commencement:
 
            (i)     The Corporation shall be entitled to participate in the
proceeding at its own expense.
 
           (ii)     Except as otherwise provided in this paragraph (f), the
Corporation may, at its option and jointly with any other indemnifying party
similarly notified and electing to assume such defense, assume the defense of
the proceeding, with legal counsel reasonably satisfactory to the director or
officer.  The director or officer shall have the right to use separate legal
counsel in the proceeding, but the corporation shall not be liable to the
director or officer  under this Article 9 for the fees and expenses of
separate legal counsel incurred after notice from the Corporation of its
assumption of the defense, unless (A) the director or officer reasonably
concludes that there may be a conflict of interest between the Corporation and
the director or officer in the conduct of the defense of the proceeding, or
(B) the Corporation does not use legal counsel to assume the defense of such
proceeding.  The Corporation shall not be entitled to assume the defense of
any proceeding brought by or on behalf of the Corporation or as to which the
director or officer has made the conclusion provided for in (A) above.
 
          (iii)  If two or more persons who may be entitled to indemnification
from the Corporation, including the director or officer seeking
indemnification, are parties to any proceeding, the Corporation may require
the director or officer to use the same legal counsel as the other parties.
The director or officer shall have the right to use separate legal counsel in
the proceeding, but the Corporation shall not be liable to the director or
officer under this Article 9 for the fees and expenses of separate legal
counsel incurred after notice from the Corporation of the requirement to use
the same legal counsel as the other parties, unless the director or officer
reasonably concludes that there may be a conflict of interest between the
director or officer and any of the other parties required by the Corporation
to be represented by the same legal counsel.
 
           (iv)     The Corporation shall not be liable to indemnify the
director or officer under this Article 9 for any amounts paid in settlement of
any proceeding effected without its written consent, which shall not be
 
                                  14
unreasonably withheld.  The director or officer shall permit the Corporation
to settle any proceeding that the Corporation assumes the defense of, except
that the Corporation shall not settle any action or claim in any manner that
would impose any penalty or limitation on the director or officer without such
person's written consent.
 
<PAGE>
 
 
     (g)     Notwithstanding any provision in this Article 9, the Corporation
shall not be obligated under this Article 9 to make any indemnification or
advance any expenses in connection with any claim made against any director or
officer:
 
           (i)  for which payment is required to be made to or on behalf of
the director or officer under any insurance policy, except with respect to any
excess amount to which the director or officer is entitled under this Article
9 beyond the amount of payment under such insurance policy;
 
          (ii) if a court having jurisdiction in the matter finally
determines that such indemnification is not lawful under any applicable
statute or public policy;
 
         (iii) in connection with any proceeding (or part of any proceeding)
initiated by the director or officer, or any proceeding by the director or
officer against the Corporation or its directors, officers, employees or other
persons entitled to be indemnified by the Corporation, unless: (A) the
Corporation is expressly required by law to make the indemnification; (B) the
proceeding was authorized by the Board of Directors; or (C) the director or
officer initiated the proceeding pursuant to subsection (i) of this Article 9
and the director or officer is successful in whole or in part in such
proceeding; or
 
          (iv) for an accounting of profits made from the purchase and sale by
the director or officer of securities of the Corporation within the meaning of
Section 16(b) of the Exchange Act, or similar provision of any state statutory
law or common law.
 
     (h)     In the event of payment under this Article 9, the Corporation
shall be subrogated to the extent of such payment to all of the rights of
recovery of the director or officer.  The director or officer shall execute
all documents required and shall do all acts that may be necessary to secure
such rights and to enable the Corporation effectively to bring suit to enforce
such rights.
 
     (i)     Without the necessity of entering into an express contract, all
rights to indemnification and advances to directors and officers under this
Article 9 shall be deemed to be contractual rights and be effective to the
same extent and as if provided for in a contract between the Corporation and
the director or officer.  Any director or officer may enforce any right to
indemnification or advances under this Article 9 in any court of competent
jurisdiction if: (i) the Corporation denies the claim for indemnification or
advances, in whole or in part, or (ii) the Corporation does not dispose of
such claim within 45 days of request therefor.  It shall be a defense to any
such enforcement action (other than an action brought to enforce a claim for
advancement of expenses pursuant to, and in compliance with, this Article 9)
that the director or officer is not entitled to indemnification under this
Article 9.  However, except as provided in subsection (f) of this Article 9,
the Corporation shall not assert any defense to an action brought to enforce a
claim for advancement of expenses pursuant to this Article 9 if the director
or officer has tendered to the Corporation the affirmation and undertaking
required hereunder.  The burden of proving by clear and convincing evidence
that indemnification is not appropriate shall be on the Corporation.  Neither
the failure of the Corporation (including its Board of Directors or
independent legal counsel) to have made a determination prior to the
 
<PAGE>
 
 
 
commencement of such action that indemnification is proper in the
circumstances because the director or officer has met the applicable standard
of conduct nor an actual determination by the Corporation (including its Board
of Directors or independent legal counsel) that indemnification is improper
because the director or officer has not met such applicable standard of
conduct, shall be asserted as a defense to the action or create a presumption
that the director or officer is not entitled to indemnification under this
Article 9 or otherwise.  The director's or officer's expenses incurred in
connection with successfully establishing such person's right to
indemnification or advances, in whole or in part, in any proceeding shall also
be paid or reimbursed by the Corporation.
 
     (j)     The rights conferred on any person by this Article 9 shall
continue as to a person who has ceased to be a director, officer, employee or
other agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
 
     (k)     To the fullest extent permitted by law, the Corporation, upon
approval by the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this Article 9.
 
     (l)     If this Article 9 or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director and officer to the full extent not
prohibited by any applicable portion of this Article 9 that shall not have
been invalidated, or by any other applicable law.
 
 
                 ARTICLE 10 - Limitation of Director Liability
 
     To the fullest extent permitted by law, no director of the Corporation
shall be personally liable to the Corporation or its shareholders for monetary
damages for conduct as a director.  Without limiting the generality of the
foregoing, if the Oregon Revised Statutes are amended, after this Article 10
becomes effective, to authorize corporate action further eliminating or
limiting the personal liability of directors of the Corporation, then the
liability of directors of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Oregon Revised Statutes, as so amended.
No amendment or repeal of this Article 10, nor the adoption of any provision
of these Bylaws inconsistent with this Article 10, nor a change in the law,
shall adversely affect any right or protection that is based upon this Article
10 and pertains to conduct that occurred prior to the time of such amendment,
repeal, adoption or change.  No change in the law shall reduce or eliminate
the rights and protections set forth in this Article 10 unless the change in
the law specifically requires such reduction or elimination.

 

[As Filed: 02-20-2007]