2003 RESTATED BYLAWS OF
The following constitute the 2003 Restated Bylaws of AmericanWest Bancorporation, a Washington corporation (the
1.1 Principal Office . The principal office of the Corporation shall be located at 9506 N. Newport Highway, Spokane,
Washington 99218, or at such other location as may be determined by the Board of Directors of the Corporation (the “Board”).
1.2 Other Offices . Other business offices may at any time be established by the Board at any place or places where the
Corporation is qualified to do business.
2.1 Annual Meeting . A meeting of the shareholders of the Corporation for the election of Directors and for the transaction
of any other business of the Corporation shall be held annually at such date and time within 120 days after the end of the
Corporation’s fiscal year as the Board may determine.
2.2 Special Meetings . Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the Chairman of the Board (“Chairman”), Chief Executive Officer or President, or by the written request
of holders of not less than a majority of all the shares of the Corporation entitled to vote at the meeting.
2.3 Place of Meeting . All meetings of the shareholders shall be held at the principal place of business of the Corporation,
or at such other place as shall be determined from time to time by the Board.
2.4 Notice of Meeting . Written notice stating the place, date and hour of each annual and special meeting of shareholders
shall be delivered to each shareholder of record entitled to vote at such meeting not less than 10 nor more than 60 days before
the date of the meeting, except that notice of a shareholders’ meeting to act on an amendment to the Articles of Incorporation, a
plan of merger or share exchange, a proposed sale of all or substantially all of the Corpor