Exhibit 3.1

AMENDED AND RESTATED BYLAWS

OF

SONOSITE, INC.

AMENDMENTS

TABLE OF CONTENTS

i

ii

AMENDED AND RESTATED BYLAWS

OF

SONOSITE, INC.

ARTICLE I - Offices

SECTION 1. Registered Office

The street address of the registered office of the Corporation is 1801 West Bay Drive Northwest, Suite 206, Olympia, Washington 98502. The name of the registered agent at such address is C T Corporation System. If the registered agent changes the street address of the registered office, the registered agent may change its street address by notifying in writing the Corporation and delivering to the Secretary of State for filing a statement of such change, as required by law.

SECTION 2. Other Offices

The Corporation may also have offices at other places either within or without the State of Washington.

ARTICLE II - Meetings of Shareholders

SECTION 1. Annual Meetings

The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, date and hour as shall be designated in the notice thereof given by or at the direction of the Board of Directors (the “Board”).

SECTION 2. Special Meetings

Except as otherwise required by law and subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of the shareholders for any purpose or purposes may be called only by, and shall be held at such place, date and hour as shall be designated by (i) holders of two-thirds or more of the voting power of the then outstanding shares of stock of all classes and series of the Corporation entitled to vote in the election of Directors (“Voting Stock”), (ii) the Chairman of the Board, (iii) the President, or (iv) a majority of the total number of Directors.

SECTION 3. Notice of Meetings

Except as otherwise expressly required by law or these Amended and Restated Bylaws, notice of each meeting of the shareholders shall be given not less than 10 or more than 60 days before the date of the meeting to each shareholder entitled to vote at such meeting. Every such notice shall state the place, date and hour of the meeting and, in the case of a Special meeting, the purpose or purposes for which the meeting is called. Except as otherwise expressly required by law, notice of any adjourned meeting of the shareholders need not be given. Notice of any meeting of shareholders shall not be required to be given to any shareholder who shall attend such meeting in person or by proxy, except when the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice, signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to the notice required by this Section 3.

SECTION 4. List of Shareholders

It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger to prepare and make, at least 10 days before every meeting of the shareholders, a complete list of the shareholders entitled to vote thereat, arranged in alphabetical order and by voting group, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting at the principal office of the Corporation. Such list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

SECTION 5. Quorum

At each meeting of the shareholders, except as otherwise expressly required by law or by the Articles of Incorporation, shareholders holding one-third of the shares of stock of the Corporation issued and outstanding, and entitled to be voted thereat, shall be present in person or by proxy to constitute a quorum for the transaction of business. In the absence of a quorum at any such meeting or any adjournment or adjournments thereof, a majority in voting interest of those present in person or by proxy and entitled to vote thereat, or in the absence

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therefrom of all the shareholders, any officer entitled to preside at, or to act as Secretary of, such meeting may adjourn such meeting from time to time until shareholders holding the amount of stock requisite for a quorum shall be present in person or by proxy. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 6. Organization

At each meeting of the shareholders, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:

(a) the Chairman of the Board;

(b) the President;

(c) any officer or director of the Corporation designated by the Board or the Executive Committee to act as chairman of such meeting and to preside thereat if the Chairman of the Board and the President shall be absent from such meeting; or

(d) a shareholder of record of the Corporation who shall be chosen chairman of such meeting by a majority in voting interest of the shareholders present in person or by proxy and entitled to vote thereat. The Secretary, or, if he shall be presiding over the meeting in accordance with the provisions of this Section, or, if he shall be absent from such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof.

SECTION 7. Order of Business

(a) Annual Meetings. At an 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 the meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise brought before the meeting by or at the direction of the Board, or (iii) brought before the meeting by a shareholder in accordance with the procedure set forth below. Subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given written notice thereof, either by personal delivery or by certified or registered United States mail, postage prepaid, to the Secretary of the Corporation, not later than 90 days in advance of the one year anniversary of the previous year’s annual meeting of shareholders; provided, however, that in the event that no annual meeting was held in the previous year or if such annual meeting of shareholders is held on a date that is more than 30 days before or more than 60 days after the anniversary date of the prior year’s meeting, such written notice must be given no later than the close of business on the later of 90 days in advance of such annual meeting and 10 days after the first public disclosure (which may be by a public filing by the Corporation with the Securities and Exchange Commission) of the date of the annual meeting is first made. Any such notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting: (A) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting and, in the event that such business includes a proposal to amend either the Articles of Incorporation or these Amended and Restated Bylaws of the Corporation, the language of the proposed amendment; (B) the name and address of the shareholder proposing such business; (C) 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 propose such business; (D) any direct or indirect material interest of the shareholder in such business; and (E) the Supplemental Shareholder Information (as defined below). In addition to the foregoing, in order to include information in the proxy statement and form of proxy for a shareholder’s meeting with respect to a shareholder proposal that is otherwise properly brought before the meeting in accordance with this paragraph, shareholders must provide notice as required by the regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No business shall be conducted at an annual meeting except in accordance with this paragraph, and the chairman of any annual meeting of shareholders may refuse to permit any business to be brought before such annual meeting without compliance with the foregoing procedure.

For purposes of this Section 7(a) of Article II and Section 3 of Article III, “Supplemental Shareholder Information” shall mean (1) the name of each individual, firm, corporation, limited liability company, partnership, trust or other entity (including any successor thereto, a “Person”) with whom the proposing shareholder and its Affiliates and Associates (as defined under Regulation 12B under the Exchange Act or any successor provision thereto) (each of the foregoing, a “Shareholder Group Member”) and each other Person with whom such Shareholder Group Member is acting in concert with respect to the Corporation (each Person described in this clause (1), including each Shareholder Group Member, a “Covered Person”) has any agreement, arrangement or understanding (whether written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such Person in response to a public proxy solicitation made generally by such Person to all holders of Voting Stock) or disposing of any Voting Stock or to cooperate in obtaining, changing or influencing the control of the Corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses), and a description of each such agreement, arrangement or understanding (whether written or oral), (2) a list of the class and number of shares of Voting Stock that are beneficially owned (within the meaning of Section 13(d) of, and Regulation 13D under, the Exchange Act or any successor provision thereto) or owned of record by each Covered Person, together with documentary evidence of

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such record or beneficial ownership, (3) a list of (A) all of the derivative securities (as defined under Rule 16a-1 under the Exchange Act) and other derivatives or similar agreements or arrangements with an exercise or conversion privilege or a periodic or settlement payment or payments or mechanism at a price or in an amount or amounts related to any security of the Corporation or with a value derived or calculated in whole or in part from the value of any security of the Corporation, in each case, directly or indirectly owned of record or beneficially owned by any Covered Person and (B) each other direct or indirect opportunity of any Covered Person to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, in each case, regardless of whether (x) such interest conveys any voting rights in such security to such Covered Person, (y) such interest is required to be, or is capable of being, settled through delivery of such security or (z) such Person may have entered into other transactions that hedge the economic effect of such interest (any such interest described in this clause (3) being a “Derivative Interest”), (4) a description of each agreement, arrangement or understanding (whether written or oral) with the effect or intent of increasing or decreasing the voting power of, or that contemplates any Person voting together with, any Covered Person with respect to any Voting Stock, shareholder nominee or other proposal (“Voting Arrangements”), (5) details of all other material interests of each Covered Person in such nomination or proposal or capital stock of the Corporation (including any rights to dividends or performance related fees based on any increase or decrease in the value of such capital stock or Derivative Interests) (collectively, “Other Interests”), (6) a description of all economic terms of all such Derivative Interests, Voting Arrangements and Other Interests and copies of all agreements and other documents (including but not limited to master agreements, confirmations and all ancillary documents and the names and details of the counterparties to, and brokers involved in, all such transactions) relating to each such Derivative Interest, Voting Arrangement and Other Interests, (7) a list of all transactions by each Covered Person involving any Voting Stock or any Derivative Interests, Voting Arrangements or Other Interests within 6 months prior to the date of the notice and (8) a representation whether any Covered Person intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect any shareholder nominee and/or (b) otherwise to solicit or participate in the solicitation of proxies from shareholders of the Corporation in support of such nomination or proposal.

(b) Special Meetings. At a special meeting of the shareholder, only such business as is specified in the notice of such special meeting given by or at the direction of the person or persons calling such meeting in accordance with Section 2 of this Article II shall come before such meeting.

SECTION 8. Voting

Except as otherwise provided in the Articles of Incorporation, each shareholder shall, at each meeting of the shareholders, be entitled to one vote in person or by proxy for each share of stock of the Corporation held by him and registered in his name on the books of the Corporation:

(a) on the date fixed pursuant to the provisions of Section 5 of Article VIII of these Amended and Restated Bylaws as the record date for the determination of shareholders who shall be entitled to receive notice of and to vote at such meeting, or

(b) if no record date shall have been so fixed, then in the manner set by RCW 23B.07.070.

Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall neither be entitled to vote nor considered as issued and outstanding for the purposes of determining whether a quorum exists. Any vote of stock of the Corporation may be given at any meeting of the shareholders by the shareholders entitled thereto in person or by proxy appointed by an instrument in writing delivered to the Secretary or an Assistant Secretary of the Corporation or the secretary of the meeting. The attendance at any meeting of a shareholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. If a quorum exists, action on a matter is approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the question is one upon which by express provision of the Articles of Incorporation, these Amended and Restated Bylaws, or the Washington Business Corporation Act (the “Act”), a different vote is required. Except as otherwise expressly required by law, the vote at any meeting of the shareholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the shareholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

ARTICLE III - Board of Directors

SECTION 1. General Powers

The business and affairs of the Corporation shall be managed by the Board.

SECTION 2. Number, Term of Office and Election

Subject to the rights of the holders of any class or series of stock having a preference over the Common Stock of the Corporation as to dividends or upon liquidation, the number of directors which shall constitute the whole Board shall be not less than five nor more than ten,

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the specific number to be set by resolution of the Board, provided that the Board may be less than five until replacement directors are elected, and any resignation or removal of an existing director shall not be deemed a vacancy, unless otherwise determined by the remaining Board.

Each of the directors of the Corporation shall hold office until the annual meeting next after his election and until his successor shall be elected and shall qualify or until his earlier death or resignation or removal in the manner hereinafter provided. No reduction in the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Directors need not be shareholders of the Corporation.

Except as otherwise expressly provided in the Articles of Incorporation at each meeting of the shareholders for the election of directors at which a quorum is present, the persons receiving the largest number of votes cast, up to the number of directors to be elected, shall be the directors.

SECTION 3. Notification of Nominations

Subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, nominations for the election of directors may be made by the Board or by any shareholder entitled to vote for the election of directors. Any shareholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such shareholder’s intent to make such nomination is given, either by personal delivery or by registered or certified 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 the one year anniversary of the previous year’s annual meeting of shareholders; provided, however, that in the event that no annual meeting was held in the previous year or if such annual meeting of shareholders is held on a date that is more than 30 days before or more than 60 days after the anniversary date of the prior year’s meeting, such written notice must be given no later than the close of business on the later of 90 days in advance of such annual meeting and 10 days after the first public disclosure (which may be by a public filing by the Corporation with the Securities and Exchange Commission) of the date of the annual meeting is first made 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 have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board; (E) the consent of each nominee to serve as a director of the Corporation if so elected; and (F) the Supplemental Shareholder Information. In addition to the foregoing, in order to include information in the proxy statement and form of proxy for a shareholder’s meeting with respect to a shareholder nomination that is otherwise properly brought before the meeting in accordance with this paragraph, shareholders must provide notice as required by the regulations promulgated under the Exchange Act. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

SECTION 4. Resignation and Vacancies

(a) Resignation. Any director may resign at any time by giving written notice of his resignation to the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation, or at such later time at a time as specified therein, if the time when it shall become effective shall not be specified therein, shall take effect when delivered to the Board, or except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.

(b) Vacancies. Subject to the rights of the holders of any class or series of stock having a preference over the Common Stock of the Corporation as to dividends or upon liquidation, in case of any vacancy on the Board or in case of any newly created directorship, a director to fill the vacancy or the newly created directorship for the unexpired portion of the term being filled may be elected by a majority of the directors of the Corporation then in office though less than a quorum or by a sole remaining director.

SECTION 5. Meetings

(a) Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business.

(b) Regular Meetings. Regular meetings of the Board shall be held at such times and places as the Board shall from time to time determine. Notices of regular meetings need not be given.

(c) Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board, the President or three directors. The Secretary shall give notice to each director of each such special meeting, including the time and place of such

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meeting. Notice of each such meeting shall be given in a manner described in Article XI at least two days before the day on which such meeting is to be held, or, in the case of notice via facsimile, telegraph, cable, wireless, electronic transmission or other form of recorded communication or delivery in person or by telephone, not later than the day before the day on which such meeting is to be held. Notice of any special meeting shall not be required to be given to any director who shall attend such meeting. A (i) written waiver of notice signed by the person entitled thereto or (ii) a waiver of notice in an electronically transmitted record pursuant to RCW 23B.08.230, whether delivered before or after the time stated therein, shall be deemed equivalent to notice. Any and all business may be transacted at a special meeting which may be transacted at a regular meeting, of the Board.

(d) Place of Meeting. The Board may hold its meetings at such place or places within or without the State of Washington as the Board may from time to time by resolution determine or, in the absence of such determination, as shall be designated in the respective notices or waivers of notice thereof as directed by the person or persons calling such meeting.

(e) Quorum and Manner of Acting. A majority of the directors then in office shall be present in person or by means of conference telephone or similar communications equipment as permitted by the Act at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting provided that such majority shall be no less than one-third of the total number of directors specified in or fixed in accordance with the Articles of Incorporation or these Amended and Restated Bylaws. The affirmative vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law, the Articles of Incorporation or these Amended and Restated Bylaws and except that the Board may pass any resolution or take any action by unanimous written consent as permitted by the Act. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present thereat. Notice of any adjourned meeting need not be given. At any adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting as originally called.

(f) Organization. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:

(i) the Chairman of the Board;

(ii) the President; or

(iii) any director chosen by a majority of the directors present thereat.

The Secretary or, in the case of his absence, any person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of the meeting shall appoint, shall act as Secretary of such meeting and keep the minutes thereof.

SECTION 6. Compensation

Each director, in consideration of his serving as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at meetings of the Board or of any committee, or both, as the Board shall from time to time determine. The Board may likewise provide that the Corporation shall reimburse each director or member of a committee for any expenses incurred by him on account of his attendance at any such meeting. Nothing contained in this Section shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV - Committees

SECTION 1. Committees

The Board may, by resolution passed by a majority of the whole Board, designate committees, each committee to consist of two or more directors and to have such duties and functions as shall be provided in such resolution, provided, however, no committee shall:

(a) Approve a distribution except according to a general formula or method prescribed by the Board;

(b) Approve or propose to shareholders corporate action that this title requires be approved by shareholders;

(c) Fill vacancies on the Board or on any of its committees;

(d) Amend articles of Incorporation pursuant to RCW 23B.10.020;

(e) Adopt, amend, or repeal these Amended and Restated Bylaws;

(f) Approve a plan of merger not requiring shareholder approval; or

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(g) 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 may authorize a committee, or a senior executive officer of the corporation to do so within limits specifically prescribed by the Board.

ARTICLE V - Officers

SECTION 1. Election and Appointment and Term of Office

(a) Officers. The officers of the Corporation shall be appointed by the Board from time to time and may include a Chairman of the Board (if the Chairman of the Board is expressly appointed to be an officer), a Chief Executive Officer, a President, one or more Vice Presidents (including any Executive and/or Senior Vice Presidents), a Treasurer and a Secretary. Each such officer shall be elected by the Board at its annual meeting and shall hold office the next annual meeting of the Board and until his successor is elected and qualified or until his earlier death or resignation or removal in the manner hereinafter provided.

(b) Additional Officers. The Board may elect or appoint such other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) as it deems necessary, who shall have such authority and shall perform such duties as the Board may prescribe. If additional officers are elected or appointed during the year, each of them shall hold office until the next annual meeting of the Board at which officers are regularly elected or appointed and until his successor is elected or appointed and qualified or until his earlier death or resignation or removal in the manner hereinafter provided.

SECTION 2. Resignation, Removal and Vacancies

Any officer may resign at any time by giving written notice to the Chairman of the Board, the President or the Secretary of the Corporation, and such resignation shall take effect at such later time as specified therein when delivered to the Board, or except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board with or without cause. A vacancy in any office may be filled for the unexpired portion of the term in the same manner as provided for election or appointment to such office. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

SECTION 3. Duties and Functions

(a) Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and of the shareholders at which he is present. The Chairman may delegate such duties to another director, in the case of meetings of the Board or, in the case of meetings of shareholders, to such officers of the Corporation as he deems appropriate. The Chairman of the Board may have such other authorities and duties as prescribed by the Board.

(b) Chief Executive Officer. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation, shall see that all orders, actions and resolutions of the Board are carried out, and shall have such other authority and shall perform such other duties as set forth in these Amended and Restated Bylaws or, to the extent consistent with these Amended and Restated Bylaws, such other authorities and duties as prescribed by the Board. The President shall be the Chief Executive Officer of the Corporation unless the Board shall designate another officer to be the Chief Executive Officer.

(c) President. The President shall be the Chief Executive Officer of the Corporation unless the Board shall have designated another officer as the Chief Executive Officer of the Corporation. Subject to the provisions of these Amended and Restated Bylaws and to the direction of the Board, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board to the Chairman of the Board, and/or to any officer, the President shall have general charge of the business and affairs of the Corporation and shall have the direction of all other officers (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President), agents and employees.

(d) Vice Presidents. Each Vice President shall have such powers and duties as may be prescribed by the Board from time to time.

(e) Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation.

(f) Secretary. The Secretary shall keep the records of all meetings of the shareholders and of the Board. He shall affix the seal of the Corporation to all deeds, contracts, bonds or other instruments requiring the corporate seal when the same shall have been signed on behalf of the Corporation by a duly authorized officer. The Secretary shall be the custodian of all contracts, deeds, documents and all other indicia of title to properties owned by the Corporation and of its other corporate records (except accounting records).

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ARTICLE VI - Contracts, Deposits, Proxies, Etc.

SECTION 1. Execution of Documents

The Board shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation.

SECTION 2. Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or the President or any other officer of the Corporation to whom power in that respect shall have been delegated by the Board shall select.

SECTION 3. Proxies in Respect of Stock or Other Securities of Other Corporations

The Board shall designate the officer of the Corporation who shall have authority to from time to time appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation and to vote or consent in respect of such stock or securities. Such designated officer may instruct the person or persons so appointed as to the manner of exercising such powers and rights and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise such powers and rights.

ARTICLE VII - Books and Records

The books and records of the Corporation may be kept at such places within or without the State of Washington as the Board may from time to time determine.

ARTICLE VIII - Shares and Their Transfer; Fixing Record Date

SECTION 1. Certificates for Stock

Shares may but need not be represented by certificates. Such certificates shall be in such form as is consistent with the provisions of the Act and shall state the number of shares represented and designate the class of stock to which such shares belong. Each such certificate shall be signed by, or in the name of the Corporation by, (i) one of the following officers: the Chairman of the Board (if an officer), the Chief Executive Officer, the President or a Vice President and (ii) one of the following officers: the Treasurer, Assistant Treasurer, Secretary or an Assistant Secretary of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may nevertheless be issued by the corporation with the same effect as if he were such officer at the date of issue.

SECTION 2. Shares Without Certificates

The Board may authorize the issuance of some or all of the shares of any or all of the Corporation’s classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the Corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the Corporation shall send the shareholder a record containing the information required on certificates by the Act.

SECTION 3. Record

A record shall be kept of the name of the person, firm or corporation to whom shares are issued, together with the number of shares issued, the numbers of the certificates representing such shares, if certificated, and the date of issue thereof, and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by applicable law, the person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

SECTION 4. Transfer of Stock

The Board shall have the authority to issue shares of the capital stock of the Corporation and the certificates therefor subject to such transfer restrictions and other limitations as it may deem necessary to promote compliance with applicable federal and state securities laws, and to regulate the transfer thereof in such a manner as may be calculated to promote such compliance or to further any other reasonable purpose.

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(a) Shares of certificated stock may be transferred by delivery of the certificates therefor, accompanied by:

(i) An assignment in writing on the back of the certificate, or an assignment separate from certificate, or a written power of attorney to sell, assign, and transfer the same, signed by the record holder of the certificate; and

(ii) Such additional documents, instruments, and other items of evidence as may be reasonable necessary to satisfy the requirements of any transfer restrictions applicable to such shares, whether arising under applicable securities or other laws, or by contract, or otherwise.

(b) Shares of uncertificated stock may be transferred upon delivery to the Corporation of a written request for transfer signed by the shareholder accompanied by such additional documents, instruments, and other items of evidence as may be reasonable necessary to satisfy the requirements of any transfer restrictions applicable to such shares, whether arising under applicable securities or other laws, or by contract, or otherwise. Within a reasonable time after the transfer of shares without certificates, the Corporation shall provide the new shareholder the information required by Article VIII, Section 2 of these Amended and Restated Bylaws.

Transfers of shares of the stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney hereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and, in the case of certificated shares, on the surrender of such certificate or certificates for such shares properly endorsed.

SECTION 5. Lost, Stolen, Destroyed or Mutilated Certificates

The holder of any stock of the Corporation shall immediately notify the Corporation of any loss, theft or mutilation of the certificate therefor. The Corporation may issue a new certificate for stock in the place of any certificate theretofore issued by it and alleged to have been lost, stolen, destroyed or mutilated, and the Board may, in its discretion, require the owner of the lost, stolen, mutilated or destroyed certificate or his legal representatives to give the Corporation a bond in such sum, limited or unlimited, in such form and with such surety or sureties as the Board shall in its discretion determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of any such certificate or the issuance of any such new certificate.

SECTION 6. Fixing Date for Determination of Shareholders of Record

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 to express consent to corporate action in writing without a meeting, 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 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, except that notice of a meeting to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, the sale, lease, exchange or disposition of all or substantially all of the Corporation’s assets other than through the regular course of business or the dissolution of the Corporation shall be given not less than 20 nor more than 70 days before such meeting.

SECTION 7. Option Repricing

In no event shall any stock option already issued and outstanding be repriced to a lower strike price at any time during the term of such option, without the prior affirmative vote of a majority of shares of stock of the Company present at a shareholders meeting in person or by proxy and entitled to vote thereon. Any amendment or repeal of this provision requires the affirmative vote of the holders of a majority of shares of stock of the Company present at a shareholders meeting in person or by proxy and entitled to vote thereon.

SECTION 8. Stock Option Matters and Prohibition on Toxics

Unless approved by the holders of a majority of the shares of the Corporation present in person or by proxy and entitled to vote thereon at a duly convened meeting of shareholders, the Corporation shall not:

(a) grant any stock options, including stock appreciation rights, with an exercise price that is less than 100% of the fair market value of the underlying stock on the date of grant;

(b) reduce the exercise price of any stock option, including any stock appreciation right, outstanding or to be granted in the future;

(c) sell or issue any security of the Corporation convertible, exercisable or exchangeable into shares of common stock of the Corporation, having a conversion, exercise or exchange price per share which is subject to downward adjustment based on the market price of the common stock at the time of conversion, exercise or exchange of such security into common stock (except for appropriate adjustments made to give effect to any stock splits or stock dividends); or

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(d) enter into (a) any equity line or similar agreement or arrangement; or (b) any agreement to sell common stock of the Corporation (or any security convertible, exercisable or exchangeable into shares of common stock (a “Common Stock Equivalent”)) at a per share price (or, with respect to a Common Stock Equivalent, at a conversion, exercise or exchange price, as the case may be (“Equivalent Price”)) that is fixed after the execution date of the agreement, whether or not based on any predetermined price-setting formula or calculation method. Notwithstanding the foregoing, however, a price protection clause shall be permitted in an agreement for sale of common stock or a Common Stock Equivalent, if such clause provides for an adjustment to the price per share of common stock or, with respect to a Common Stock Equivalent, to the Equivalent Price (provided that such price or Equivalent Price is fixed on or before the execution date of the agreement) (the “Fixed Price”) in the event that the Corporation, during the period beginning on the date of the agreement and ending no later than 90 days after the closing date of the transaction, sells shares of common stock or a Common Stock Equivalent to another investor at a price or Equivalent Price, as the case may be, below the Fixed Price.

Any amendment or repeal of this Section 7 requires the affirmative vote of the holders of a majority of shares of the Corporation present at a duly convened shareholders’ meeting in person or by proxy and entitled to vote thereon.

ARTICLE IX - Books and Records

The Corporation shall:

(a) Keep as permanent records minutes of all meetings of its shareholders and the Board, a record of all corporate actions approved by the shareholders or the Board by executed consent without a meeting, and a record of all corporate actions approved by a committee of the Board exercising the authority of the Board on behalf of the corporation.

(b) Maintain appropriate accounting records.

(c) Or its agent shall, maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

(d) Maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) Keep a copy of the following records at its principal office:

(i) Its Amended and Restated Articles of Incorporation and all amendments to them currently in effect;

(ii) These Amended and Restated Bylaws and all amendments to them currently in effect;

(iii) The minutes of all shareholders’ meetings, and records of all corporate actions approved by shareholders without a meeting, for the past three years;

(iv) The financial statements described in RCW 23B.16.200(1), for the past three years;

(v) All communications in the form of a record to shareholders generally within the past three years;

(vi) A list of the names and business addresses of its current directors and officers; and

(vii) Its initial report or most recent annual report delivered to the secretary of state under RCW 23B.16.220.

ARTICLE X - Seal

The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the full name of the Corporation and the words and figures “Corporate Seal 1986 Washington.”

ARTICLE XI - Provisions Regarding Notice of Meetings of Shareholders, the Board of Directors, and Committees of the Board of the Directors

Terms used in this Article shall be as defined in the Act.

(a) Written notice may be transmitted by mail, private carrier, or personal delivery; or telephone, wire, or wireless equipment that transmits a facsimile of the notice and provides the transmitter with an electronically generated receipt. Written notice is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the U.S. mail if mailed with first-class postage to the address as it appears on the current records of the Corporation; (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 addressee. Written notice to a shareholder is effective (a) when mailed, if mailed with first class postage prepaid; and (b) when dispatched, if prepaid, by air courier.

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(b) Notices to directors and shareholders from the Corporation and from directors and shareholders to the Corporation may be provided in an electronic transmission which contains or is accompanied by information from which it can be reasonably verified that the transmission was authorized by the director, the shareholder or by the shareholder’s attorney-in-fact. Subject to contrary provisions in the Act, notice to shareholders or directors in an electronic transmission shall be effective only with respect to shareholders and directors that have consented, in the form of a record, to receive electronically transmitted notices and that have designated in the consent the address, location, or system to which these notices may be electronically transmitted and with respect to a notice that otherwise complies with any other requirements of the Act and any applicable federal law. A shareholder or director who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the Corporation in the form of a record. The consent of any shareholder or director is revoked if (a) the Corporation is unable to electronically transmit two consecutive notices given by the Corporation in accordance with the consent, and (b) this inability becomes known to the Secretary, the transfer agent, or any other person responsible for giving the notice. The inadvertent failure by the Corporation to treat this inability as a revocation does not invalidate any meeting or other action.

ARTICLE XII - Fiscal Year

The fiscal year of the Corporation shall end on the 31st of December in each year.

ARTICLE XIII - Amendments

SECTION 1. By Shareholders

These Amended and Restated Bylaws may be amended or repealed by shareholders in the manner set forth in Article II Sections 7 and 8 of these Amended and Restated Bylaws at any regular or special meeting of shareholders.

SECTION 2. By Directors

The Board shall have power to amend or repeal these Amended and Restated Bylaws of, or adopt new bylaws for, the Corporation, except to the extent the shareholders, in adopting, amending or repealing a particular Bylaw, expressly provide that the Board may not amend or repeal that Bylaw. However, any such Bylaws, or any alteration, amendment or repeal of the Amended and Restated Bylaws, may be subsequently changed or repealed by the holders of a majority of the stock entitled to vote at an annual or special meeting of shareholders.

SECTION 3. Emergency Bylaws

The Board may adopt emergency Bylaws, subject to repeal or change by action of the shareholders, which shall be operative during an emergency in the conduct of the business of the Corporation resulting from an attack on the United States, any state of emergency declared by the federal government or any subdivision thereof, or any other catastrophic event.

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The foregoing Amended and Restated Bylaws were adopted by the Board on October 18, 2010.

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