FIRST RESTATED BYLAWS
AVI BIOPHARMA, INC.
(As Amended on April 20, 2010)
1.1 Principal Office . The principal office of the corporation shall be located at One SW Columbia,
Suite 1105, Portland, Oregon 97258. The corporation may have such other offices as the Board of Directors
may designate or as the business of the corporation may from time to time require.
1.2 Registered Office . The registered office of the corporation required by the Oregon Business
Corporation Act to be maintained in the State of Oregon may be, but need not be, identical with the principal
office in the State of Oregon, and the address of the registered office may be changed from time to time by the
Board of Directors.
2.1 Annual Meeting . The annual meeting of the shareholders shall be held on a date and time as
determined by the Board of Directors in their sole discretion. The failure to hold an annual meeting at the time
stated herein shall not affect the validity of any corporate action.
2.2 Special Meetings . Special meetings of the shareholders may be called by the President or by
the Board of Directors and shall be called by the President (or in the event of absence, incapacity, or refusal of
the President, by the Secretary or any other officer) at the request of the holders of not less than one-tenth of all
the outstanding shares of the corporation entitled to vote at the meeting. The requesting shareholders shall sign,
date, and deliver to the Secretary a written demand describing the purpose or purposes for holding the special
2.3 Place of Meetings . Meetings of the shareholders shall be held at the principal business office of
the corporation or at such other place, within or without the State of Oregon, as may be