3.2

Exhibit 3.2

BYLAWS OF BARRETT BUSINESS SERVICES, INC.
As Amended Through August 9, 2005

ARTICLE I. STOCKHOLDERS

Section 1. Annual Meeting. The Annual Meeting of the stockholders
shall be held during the third week of May of each year on the date and time or
at such other date and time in May of each year as the board of directors may
establish, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. The board of directors shall
timely establish the annual meeting date and time in conjunction with the notice
of meeting requirements of Article I, Section 4, of these Bylaws.

Section 2. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, may be called by the president or by the board of
directors, and shall be called by the secretary upon written request by
stockholders entitled to cast 25 percent of all votes entitled to be cast at the
meeting stating the purpose of the meeting and the matters proposed to be acted
upon at the meeting and upon payment by such stockholders to the corporation of
the costs of the notice of the meeting. Notwithstanding the foregoing, a special
meeting need not be called by the secretary to consider any matter which is
substantially the same as a matter voted on at any special meeting of the
stockholders held during the preceding 12 months unless requested by
stockholders entitled to cast a majority of all votes entitled to be cast at the
meeting.

Section 3. Place of Meeting. The place of meeting for all annual and
special meetings of the stockholders shall be such place within the United
States as shall be determined by the board of directors. In the absence of any
such determination, all meetings of stockholders shall be held at the principal
office of the corporation in the state of Oregon.

Section 4. Notice of Meeting; Waiver. Written or printed notice
stating the place, day, and hour of the meeting and, in case of a special
meeting or if otherwise required by law, the purpose or purposes for which the
meeting is called, shall be given by the secretary not earlier than 90 nor less
than 10 days before the date of the meeting, either personally or by mail, to
each stockholder of record entitled to vote at or to receive notice of such
meeting. If given personally, such notice shall be effective when delivered to
the stockholder or when left at the stockholder's residence or usual place of
business. If given by mail, such notice shall be effective when deposited in the
United States mail, addressed to the stockholder at his or her address as shown
in the corporation's current record of stockholders, with postage thereon
prepaid. A stockholder entitled to notice of a meeting waives such notice if he
or she is present at the meeting in person or by proxy. A written waiver of
notice of a meeting signed by a stockholder entitled to such notice, whether
before or after the time stated therein, which is filed with the records of
stockholders meetings, shall be equivalent to the giving of such notice. A
meeting of stockholders convened on the date for which it was called may be
adjourned from time to time without further notice to a date not more than 120
days after the original record date for the meeting.

Section 5. Quorum; Manner of Acting. The presence in person or by
proxy of stockholders entitled to cast a majority of all the votes entitled to
be cast at the meeting shall

-1-


constitute a quorum. If a quorum is present, a majority of all the votes cast at
the meeting is sufficient to approve any matter which properly comes before the
meeting unless the vote of a greater proportion of all the votes cast or voting
by classes is required by the Maryland General Corporation Law or the charter.

Section 6. Proxies. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing by the stockholder or by his or her duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
11 months from the date of its execution unless otherwise expressly provided in
the proxy.

Section 7. Voting of Shares. Each outstanding share of the
corporation's common stock shall be entitled to one vote upon each matter
submitted to a vote at a meeting of the stockholders except that shares owned,
directly or indirectly, by another corporation in which the corporation owns,
directly or indirectly, shares entitled to cast a majority of all the votes
entitled to be cast by all shares of such other corporation shall not be voted
at any meeting or counted in determining the total number of outstanding shares
at any given time.

Section 8. Acceptance of Votes. If the name signed on a vote,
consent, waiver, or proxy appointment corresponds to the name of a stockholder,
the corporation shall be entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the stockholder.

If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its stockholder, the corporation shall
nevertheless be entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the stockholder if:

a. The stockholder is a corporation, and the name signed purports to
be that of the president, a vice-president, or a proxy appointed by either of
them or by another person appointed under a bylaw or resolution of the board of
directors of such stockholder, a certified copy of which is presented to the
corporation.

b. The stockholder is an entity, other than a corporation, and the
name signed purports to be that of an officer or agent of the entity.

c. The name signed purports to be that of an administrator,
executor, guardian, or conservator representing the stockholder.

d. The name signed purports to be that of a receiver or trustee in
bankruptcy of the stockholder.

e. The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the stockholder.

f. Two or more persons are the stockholder whether as fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the
entirety, or otherwise, and the name signed purports to be the name of at least
one of the co-owners.

-2-



The corporation shall be entitled to reject a vote, consent, waiver,
or proxy if the secretary or other officer or agent authorized to tabulate
votes, acting in good faith, has reasonable basis for doubt about the validity
of the signature on it or about the signatory's authority to sign for the
stockholder.

Section 9. Action Without Meeting. Any action required or permitted
by the Maryland General Corporation Law to be taken at a meeting of the
stockholders may be taken without a meeting if there are filed with the records
of stockholders meetings a consent in writing which sets forth the action so
taken signed by each stockholder entitled to vote on the matter and a written
waiver of any right to dissent signed by each stockholder entitled to notice of
the meeting but not entitled to vote at the meeting.

ARTICLE II. BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the
corporation shall be managed under the direction of its board of directors.

Section 2. Number, Tenure, and Qualifications. The board of
directors shall consist of not more than nine persons and not less than three
persons, the exact number within such specified limits to be fixed from time to
time by resolution of a majority of the entire board, provided that so long as
there are less than three stockholders the number of directors may be fixed at
less than three but not less than the number of stockholders. Each director
shall hold office until the next annual meeting of the stockholders and until
his or her successor shall have been elected and qualified unless sooner removed
from office as hereinafter provided. Directors need not be residents of the
state of Maryland or stockholders of the corporation.

Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of stockholders. The board of
directors may provide by resolution the time and place, either within or without
the state of Maryland, for the holding of additional regular meetings without
other notice than such resolution.

Section 4. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the state of
Maryland, as the place for holding any special meeting of the board of directors
called by them.

Section 5. Notice; Waiver. Notice of the date, time, and place of
any special meeting shall be given at least 24 hours prior thereto by written
notice delivered personally or given by facsimile transmission, e-mail, or other
form of electronic transmission, or by mail or private carrier, to each director
at his or her business address, facsimile number, or e-mail address, as
applicable.

Such notice shall be deemed effective at the earliest of the following: (a) when
received, (b) when transmitted by facsimile, e-mail, or other form of electronic
transmission, (c) three days after its deposit in the United States mail, as
evidenced by the postmark, if mailed postpaid and correctly addressed, and (d)
on the date shown on the return receipt, if sent by registered

-3-



or certified mail, return receipt requested, and the receipt is signed or sent
by or on behalf of the director. A director's attendance at, or participation
in, a meeting shall constitute a waiver of notice of such meeting, except where
a director at the beginning of the meeting, or promptly upon the director's
arrival, objects to holding of the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. A written waiver, or waiver by e-mail or other form of electronic
transmission, of notice of a meeting signed by a director entitled to such
notice, whether before or after the time stated therein, which specifies the
meeting for which notice is waived and which is filed with the records of the
meeting shall be equivalent to the giving of such notice. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.

Section 6. Quorum. A majority of the number of directors fixed from
time to time pursuant to Section 2 of this Article II shall constitute a quorum
for the transaction of business at any meeting of the board of directors, but,
if less than such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The action of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.

Section 8. Vacancies. Any vacancy occurring in the board of
directors, except a vacancy resulting from an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, whether or not sufficient to constitute a quorum. A vacancy resulting
from an increase in the number of directors may be filled by the affirmative
vote of a majority of the entire board of directors. Section 9. Presumption of
Assent. A director who is present at a meeting of the board of directors when
corporate action is taken shall be presumed to have assented to the action taken
unless the director announces his or her dissent at the meeting and (a) the
director's dissent is entered in the minutes of the meeting; or (b) the director
files his or her written dissent with the secretary of the meeting before its
adjournment; or (c) the director forwards his or her written dissent within 24
hours after the meeting is adjourned, by registered or certified mail, to the
secretary of the meeting or of the corporation. Such right to dissent shall not
apply to a director who voted in favor of such action.

Section 10. Removal of Directors. All or any number of the directors
may be removed by the stockholders with or without cause at a meeting expressly
called for that purpose by the affirmative vote of a majority of all votes
entitled to be cast for the election of directors. The notice of such meeting
shall state that the purpose or one of the purposes of the meeting is the
removal of the director or directors.

Section 11. Compensation. By resolution of the board of directors,
each director may be paid an annual fee as director and, in addition thereto, a
fixed sum for attendance at each meeting of the board of directors and executive
committee or other committees and his expenses, if any, of attendance at any
such meeting. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

-4-


Section 12. Action Without Meeting. Any action required or permitted
by the Maryland General Corporation Law to be taken at a meeting of the board of
directors may be taken without a meeting if a consent in writing which sets
forth the action so taken is signed by each member of the board of directors and
filed with the minutes of proceedings of the board of directors.

Section 13. Meetings By Telephone. Meetings of the board of
directors may be held by means of conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at the
same time, and such participation shall constitute presence in person at the
meeting.

Section 14. Chairman and Vice Chairman. The board of directors shall
appoint from among its members a chairman and a vice chairman who shall serve at
the pleasure of the board of directors. The chairman, or in his absence the vice
chairman, shall preside at the meetings of the board of directors.

ARTICLE III.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 1. Appointment. The board of directors may appoint from
among its members an executive committee to consist of a chairman and one or
more other directors. The appointment of such committee, the delegation of
authority to it or action by it under that authority shall not constitute of
itself compliance by any director not a member of the committee with the
standard provided in the Maryland General Corporation Law for the performance of
duties by directors.

Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee and except also
that neither the executive committee nor any other committee of the board of
directors appointed pursuant to Section 9 of this Article III shall have the
authority to (a) authorize dividends on stock, except as permitted under the
Maryland General Corporation Law; (b) issue stock, except as provided in Section
10 of this Article III; (c) recommend to the stockholders any action which
requires stockholder approval; (d) amend the bylaws; or (e) approve a merger or
share exchange which does not require stockholder approval.

Section 3. Tenure. Each member of the executive committee shall hold
office until the next regular annual meeting of the board of directors following
his or her appointment and until his or her successor is appointed as a member
of the executive committee.

Section 4. Meetings; Notice; Waiver. Regular meetings of the
executive committee or any other committee of the board of directors appointed
pursuant to Section 9 of this Article III may be held without notice at such
times and places as the committee may fix from time to time by resolution.
Special meetings of the executive committee or any such other committee may be
called by any member thereof upon not less than 24 hours' notice stating the
place, date and hour of the meeting. The provisions of Section 5 of Article II
shall apply to the method for giving notice of special meetings of the executive
committee or any such other


-5-


committee and to the waiver of notice of any such meetings. The notice of a
meeting of the executive committee or any such other committee need not state
the business proposed to be transacted at the meeting.

Section 5. Quorum; Manner of Acting. A majority of the members of
the executive committee or any such other committee shall constitute a quorum
for the transaction of business at any meeting thereof, and the act of a
majority of the members present at a meeting at which a quorum is present shall
be the act of the committee.

Section 6. Vacancies. Any vacancy in the executive committee or any
such other committee may be filled by the board of directors.

Section 7. Resignations and Removal. Any member of the executive
committee or any such other committee may be removed at any time with or without
cause by the board of directors. Any member of the executive committee or any
such other committee may resign as a member of the committee at any time by
giving written notice to the chairman of the board or secretary of the
corporation, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

Section 8. Procedure. The chairman of the executive committee shall
be the presiding officer of the executive committee. The executive committee and
any such other committee shall fix its own rules of procedure which shall not be
inconsistent with these bylaws. The committee shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting thereof held next after the proceedings shall have been taken.

Section 9. Appointment of Other Committees of the Board of
Directors. The board of directors may from time to time create any other
committee or committees of the board of directors and appoint members of the
board of directors to serve thereon. Each member of any such committee shall
hold office until the next regular annual meeting of the board of directors
following his or her appointment and until his or her successor is appointed as
a member of such committee. Each committee shall have one or more members and,
to the extent specified by the board of directors, may exercise the powers of
the board subject to the limitations set forth in Section 2 of this Article III.

Section 10. Issuance of Stock. If the board of directors has given
general authorization for the issuance of stock providing for or establishing a
method or procedure for determining the maximum number of shares to be issued, a
committee of the board of directors, in accordance with that general
authorization or any stock option plan or other plan or program adopted by the
board of directors, may authorize or fix the terms of stock subject to
classification or reclassification and the terms on which any stock may be
issued, including all terms and conditions required or permitted to be
established or authorized by the board of directors under the Maryland General
Corporation Law.

Section 11. Action Without a Meeting. Any action that may be taken
by the executive committee or any such other committee at a meeting may be taken
without a meeting if


-6-



a consent in writing which sets forth the action so taken is signed by each
member of the committee and filed with the minutes of proceedings of the
committee.

Section 12. Meetings By Telephone. Meetings of any committee of the
board of directors may be held by means of conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time, and such participation shall constitute presence in
person at the meeting.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall be a
president, a secretary and a treasurer, each of whom shall be elected by the
board of directors. The board of directors may elect one or more vice presidents
(the number thereof to be determined by the board of directors) and such other
officers and assistant officers as may be deemed necessary.

Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually at the first meeting of the board of
directors held after each annual meeting of the stockholders. A person may hold
more than one office but may not serve concurrently as both president and vice
president of the corporation. Each officer shall hold office until his or her
successor shall have been duly elected, or until his or her death, or until he
or she shall resign or shall have been removed in the manner hereinafter
provided.

Section 3. Removal. The board of directors may remove any officer at
any time. The election of an officer shall not of itself create contract rights,
and the resignation or removal of an officer shall not affect the contract
rights, if any, of the corporation or the officer.

Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, or otherwise may be filled by the board of directors for
the unexpired portion of the term.

Section 5. President. The president shall be the chief executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all the business and affairs
of the corporation. He or she shall preside at all meetings of the stockholders
and, in the absence of the chairman or vice chairman, at all meetings of the
board of directors. He or she may sign, with the secretary or any other proper
officer of the corporation thereunto authorized by the board of directors,
certificates for shares of stock of the corporation and any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors, or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general he or she shall
perform all duties incident to the office of president and such other duties as
may be prescribed by the board of directors from time to time.

Section 6. Vice Presidents. In the absence of the president, or in
the event of his or her death, inability, or refusal to act, the vice president
(or, in the event there be more than one vice president, the vice presidents in
the order designated at the time of their election, or, in the absence of any
designation, then in the order of their election) shall perform the duties of
the president and, when so acting, shall have all the powers of and be subject
to all the restrictions

-7-


upon the president. Any vice president may sign, with the secretary or an
assistant secretary, certificates for shares of stock of the corporation; and
shall perform such other duties as from time to time may be assigned to him or
her by the president or by the board of directors.

Section 7. Secretary. The secretary shall (a) keep the minutes of
the stockholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records and responsible for the authentication of such records;
(d) keep or cause to be kept a register of the post office address of each
stockholder which shall be furnished to the secretary by such stockholder; (e)
sign, with the president or a vice president, certificates for shares of stock
of the corporation, the issuance of which shall have been authorized by the
board of directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him or
her by the president or by the board of directors.

Section 8. Treasurer. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the board of directors shall
determine. He or she shall (a) have charge and custody of and be responsible for
all funds and securities of the corporation, receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies, or other depositaries as shall be selected in accordance with the
provisions of Article V of these bylaws; and (b) in general perform all the
duties incident to the office of treasurer and such other duties as from time to
time may be assigned to him or her by the president or by the board of
directors.

Section 9. Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the board of directors, may sign, with
the president or a vice president, certificates for shares of stock of the
corporation, the issuance of which shall have been authorized by the board of
directors. The assistant treasurers shall, respectively, if required by the
board of directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the board of directors shall determine. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.

Section 10. Salaries. The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that he or she is also a
director of the corporation.

ARTICLE V. CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. Contracts. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation; and such
authority may be general or confined to specific instances.

-8-


Section 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the corporation shall be signed by such officer or officers, agent
or agents, of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.

Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositaries as selected by the officer
or officers authorized by the board of directors to make such selection.

ARTICLE VI. CERTIFICATES FOR SHARES
AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares
of stock of the corporation shall be in such form as shall be determined by the
board of directors. Such certificates shall be signed manually by the president
or a vice president and by the secretary or an assistant secretary and may be
sealed with the corporate seal or a facsimile thereof. The signatures of such
officers on a certificate may be facsimiles if the certificate is countersigned
by a transfer agent, or registered by a registrar, other than the corporation
itself or an employee of the corporation. All certificates for shares or stock
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be canceled and no new certificates shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, stolen, destroyed, or mutilated certificate a new
certificate may be issued therefor on such terms and indemnity to the
corporation as the board of directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of stock of the
corporation shall be made only on the stock transfer books of the corporation by
the holder of record thereof or by his or her legal representative, who shall
furnish proper evidence of authority to transfer, or by his or her attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares of stock stand on
the books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.

ARTICLE VII. AMENDMENTS

The bylaws may be adopted, altered, or repealed solely by the board
of directors.


-9-