Board of Directors

Board of Directors

Members:

  • Colin V. Hall, Chairman
  • Terry J. Ferguson, Director
  • John Matthews, Director
  • Anne Sanders, Director

This charter is intended as a tool to assist directors in fulfilling their responsibilities as Board members. It is qualified in its entirety by reference to the Company’s Articles of Incorporation and By-Laws, and Washington law. It is not an attempt to limit, enlarge or change in any way the responsibilities of the directors as determined by such Articles, By-Laws.

The business affairs of the Company shall be managed under the direction of the Board of Directors. The Board of Directors may, by resolution, delegate its authority to Company management or to Committees of the Board. Committees of the Board (except in the case of a Committee of independent persons) and Company management shall be subject at all times to the direction and control of the Board.

In carrying out its duties, the Board shall have access to such management personnel as it deems necessary and shall have the authority to engage, at Company expense, such reasonable independent advisors and professionals as the Board, in the exercise of its judgment, deems appropriate.

Without limiting the Board’s general governance responsibilities, the Board shall:

  • See that an effective Board of Directors is in place and that the Board possesses within its membership the appropriate skills to enable it to fulfill its responsibilities.
  • Elect the Chief Executive Officer and replace if necessary. Elect all other executive officers on the recommendation of the Chief Executive Officer. Ensure that successors are identified or that a plan is in place to identify successors for the Chief Executive Officer and for other senior management positions.
  • Annually review the Corporate Strategic Plan.
  • Review the Annual Operating Budget and Capital Plan.
  • Under established policies, approve significant decisions not delegated to management involving major acquisitions, divestitures, capital investments and loan facilities.
  • Through its committee system provide oversight regarding certain activities of the Company. The current committees are the Nominating and Corporate Governance, Audit, Compensation, Executive and Finance, and Community Relations.
  • Designate additional committees from time to time as may be necessary to fulfill the responsibilities of the Board.
  • Begin or conclude each meeting with an executive session.
  • Perform an evaluation at least annually to determine whether the Board and its Committees are functioning effectively.