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Exhibit 3.38
BY-LAWS
OF
CRYSTAL SPRINGS DRINKING WATER, INC.
ARTICLE I
Place of Business
Section 1. PRINCIPAL LOCATION. The principal office of the corporation
for the transaction of business shall be 7220 South 180th Street, Tukwila,
Washington.
Section 2. ADDITIONAL OFFICES. Additional business offices may be
established at such other places as the Board of Directors may from time to time
designate.
ARTICLE II
Registered Office
The location and post office address of the registered office of the
corporation is 7220 South 180th Street, Tukwila, Washington, but may be changed
from time to time by the Board of Directors, upon filing notice of such change
as required by law.
ARTICLE III
Corporate Seal
The corporate seal of the corporation shall consist of two concentric
circles between which the name of the corporation shall appear. Within the inner
circle the words "Corporate Seal 1988" shall be inscribed. The corporate seal as
shown by the impression on the margin hereof is hereof adopted as the corporate
seal of the corporation.
ARTICLE IV
Directors
Section 1. NUMBER. The number of directors shall be three (3) but the
number may be increased from time to time to any number not more than five (5)
by amendment of these By-Laws adopted in the manner hereinafter prescribed for
amendment of these By-Laws.
Section 2. TERM. The Directors shall be elected at the annual meeting
of stockholders and each Director shall be elected to serve for a term of one
year or until his successor shall be elected and shall qualify, or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided; provided that in the event of failure to hold such meeting
or to hold such election at such meeting, the Directors may be elected at any
special meeting of the stockholders called for that purpose. Directors need not
be stockholders.
Section 3. QUORUM. A majority of the Directors shall constitute a
quorum for the transaction of business, and the act of a majority of the
Directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. If at any
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meeting of the Board there shall be less than a quorum present, a majority of
those present, or, if only one Director shall be present, such Director may
adjourn the meeting from time to time until a quorum is obtained. Notice of any
adjourned meeting need not be given other than by announcement at the meeting
which shall be so adjourned. Any meeting at which a quorum for any purpose is
present may likewise be adjourned. At any adjourned meeting any business may be
transacted or taken at the meeting as originally called.
Section 4. NOTICES. The newly elected Directors may hold their first
meeting for the purpose of organization, the election of officers and the
transaction of other business, if a quorum be present, immediately after the
annual meeting of the stockholders at the same place at which such stockholders'
meeting was held. Notice of such meeting need not be given. Such meeting may be
held at any other time or place which shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or in a
consent and waiver of notice thereof signed by all the Directors.
Section 5. ELECTION OF OFFICERS: At the first meeting, or at any
subsequent meeting called for the purpose, the Directors shall elect a
President, one or more Vice Presidents, a Treasurer, a Secretary, and such other
officers as may from time to time be chosen by the Board of Directors. The
President shall be chosen from among the Directors. Any two of the above named
offices, except those of President, may be held by the same person. Such
officers shall hold office until next annual election of officers and until
their successors are elected and qualify, or until their death, or until they
shall resign or shall have been removed as hereinafter provided.
Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President, and shall be called by the President on the
written request of any two Directors, and may be held within or without the
State of Washington at such place as may be indicated in the notice of the
meeting. Written notice of special meetings of Directors shall be given to each
Director at least three days before the meeting.
Section 7. POWERS AND DUTIES. The Board of Directors shall have the
management of the business of the corporation, and, subject to the restrictions
imposed by law, by the charter of the corporation or by these By-Laws, may
exercise all the powers of the corporation.
Without prejudice to such general powers it is hereby expressly
declared that the Directors shall have the following powers, to-wit:
(1) To adopt and alter a common seal of the corporation.
(2) To make and change regulations, not inconsistent with these
By-Laws, for the management of the corporation's business and
affairs.
(3) To purchase or otherwise acquire for the corporation any
property, rights, or privileges which the corporation is
authorized to acquire.
(4) To pay for any property purchased for the corporation either
wholly or partly in money, stock, bonds, debentures or other
securities of the corporation.
(5) To borrow money and to make and issue notes, bonds, debentures
and other negotiable and transferable instruments, mortgages,
deeds of trust and trust agreements, and to do every act and
thing necessary to effectuate the same.
(6) To elect and remove any officer for cause or summarily without
cause, and in their discretion from time to time to devolve
the
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powers and duties of any officer upon any other person for the
time being.
(7) To appoint and remove or suspend such subordinate officers,
agents or factors as they may deem necessary and to determine
their duties, and fix and from time to time change their
salaries or remuneration.
(8) To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers, agents and
factors.
(9) To determine who shall be authorized on the corporation's
behalf to make and sign bills, notes, acceptances,
endorsements, check releases, receipts contracts and other
instruments.
(10) To determine who shall be entitled to vote in the name of and
on behalf of the corporation upon, or to assign and transfer,
any shares of stock, bonds, or other securities of other
corporations held by this corporation.
(11) To delegate, to the extent permitted by law, any of the powers
of the Board in relation to the ordinary business of the
corporation to any standing or special committee, or to any
officer or agent, upon such terms as they think fit.
(12) To call special meetings of the stockholders for any purpose
or purposes.
(13) To adopt By-Laws and to repeal or amend the same, subject to
the right of the stockholders to change and repeal the same;
provided, however, the Board of Directors shall not make or
alter any By-Laws fixing their qualifications,
classifications, term of office or compensation.
Section 8. SALARY. Directors shall not receive any stated salary for
their services as Directors, but by resolution of the Board a fee and
the expenses of attendance may be allowed for attendance at each meeting.
Nothing herein contained shall be construed to preclude any Director from
serving the corporation in any other capacity as an officer, agent or otherwise
and receiving compensation therefor.
Section 9. REMOVAL OF DIRECTORS. The entire Board of Directors or any
individual Director, at a special meeting of the stockholders called for that
purpose, may be removed from office by a vote of stockholders holding a majority
of the outstanding shares entitled to a vote at an election of Directors. If the
Board of any one or more Directors is so removed, new Directors may be elected
at the same meeting. Unless the entire Board is removed, no individual Director
shall be removed in case the votes of a sufficient number of shares are cast
against the resolution for his removal, which if cumulatively voted at an
election of the full Board, would be sufficient to elect one or more Directors.
Section 10. VACANCY. Any vacancy in the Board of Directors may be
filled by a majority of the remaining Directors and each Director so elected
shall hold office until his successor is elected at the next meeting of
stockholders held for that purpose.
ARTICLE V
Officers
Section 1. ELECTION AND QUALIFICATIONS. The officers of this
corporation shall consist of a President, a Vice President, a Treasurer, a
Secretary and such other officers as may be chosen by the Board of Directors.
They shall be chosen by
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the Board of Directors, and the President must be chosen from the Directors. Any
other officers may or may not be Directors and no officer need not be a
stockholder of the corporation. The same person may be chosen for and hold any
of two or more of said offices, except that the same person may not hold the
office of both President and Secretary, or President and Vice President; and no
officer shall execute, acknowledge or verify any instrument in more than one
capacity if such instrument be required by law or these By-Laws to be executed,
acknowledged, or verified, as the case may be, by any two (2) or more officers.
The Board of Directors, if it deems advisable, may elect at any time additional
Vice Presidents, one or more Assistant Secretaries and/or one or more Assistant
Treasurers with such powers as the Board shall from time to time prescribe. The
Board of Directors may require any officer or agent to give a bond or other
security for the faithful performance of his duties.
Section 2. TERMS AND COMPENSATION. The term of office and the salary of
each of said officers, and the manner and time of the payment of such salaries
shall be fixed and determined by the Board of Directors and may be altered by
said Board from time to time, and at any time at its pleasure.
Section 3. REMOVAL. All officers and all agents may be removed for such
causes, upon such conditions, in such manner, by the officer making the
appointment or the Board of Directors, whenever such removal is believed by him
or the Board to be for the best interest of the corporation.
ARTICLE VI
Powers and Duties of Officers
Section 1. PRESIDENT. The powers and duties of the President shall be:
(1) To preside at all meetings of the stockholders and the Board
of Directors.
(2) To call special meetings of the stockholders and all meetings
of the Board of Directors, to be held at such times and places
as provided by these By-Laws.
(3) To affix the signature of the Corporation to all deeds,
conveyances, mortgages, leases, obligations, bonds,
certificates and other papers and instruments in writing that
may require the same, to sign certificates of stock of the
corporation, and to supervise or control, subject to the
direction of the Board of Directors, all officers, agents and
employees of the corporation.
Section 2. PRESIDENT PRO TEM. If neither the President nor any Vice
President be present at any meeting of the Board of Directors, or of the
stockholders, a President Pro Tem may be chosen to preside and act at such
meeting.
Section 3. VICE PRESIDENTS. In case of the absence, disability or death
of the President, the Vice President senior in point of time of election shall
take his place and perform his duties; provided, however, that a Vice President
who is not a Director shall not succeed to the office of President. Vice
Presidents of this corporation shall have such other powers and perform such
other duties as may be granted or prescribed by the Board of Directors.
Section 4. SECRETARY (or SECRETARY-TREASURER). The powers and duties of
the Secretary shall be:
(1) To keep full and complete record of the meetings of the Board
of Directors and of the stockholders.
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(2) To keep the seal of the corporation and to affix the same to
all instruments which may require it.
(3) To countersign all certificates of stock.
(4) To make service and publication of all notices that may be
necessary or proper, and without command or direction from
anyone. In case of the absence, inability, refusal or neglect
of the Secretary to make service or publication of any notice,
then such notice may be served and published by the President,
or Vice President, or by any person thereunto authorized by
either of them, by the Board of Directors, or by the holders
of a majority of the capital stock.
(5) To supervise and control the keeping of the accounts and books
of the corporation.
(6) To transfer upon the books of the corporation any and all
shares of its stock; provided, however, that no certificate of
stock shall be issued or delivered, shall have any validity
whatsoever, until and unless it has been signed by the
President or Vice President of the corporation.
(7) Generally to do and perform all such duties as pertain to his
office and as may be required by the Board of Directors.
Section 5. TREASURER (or SECRETARY-TREASURER). The Treasurer shall
receive all moneys belonging to or paid into the corporation and give receipts
therefor, and shall deposit such moneys, as he shall be directed by the Board of
Directors, with one or more solvent and reputable banks to be designated by the
Board of Directors, and shall keep full and complete records of the funds
received and the disbursements thereof. He shall render to the stockholders at
the regular annual meeting thereof, and also to the Board of Directors at any
meeting thereof, or from time to time whenever the Board of Directors or the
President may require, an account of all transactions as Treasurer and of the
financial condition of the corporation, and shall perform such other duties as
may from time to time be prescribed by the Board of Directors. He shall exhibit
or cause to be exhibited the books of the corporation to the Board of Directors,
or to any committee appointed by the Board, or to any Director on application
during business hours, or to any other person entitled to inspect such books
pursuant to pertinent provisions of the Business Corporation Act of the State of
Washington.
ARTICLE VII
Stockholders
Section 1. PLACE OF MEETINGS. Notwithstanding anything to the contrary
in these By-Laws provided, any meeting (whether annual, special or adjourned)
of the stockholders of this corporation may be held at any place within or
without the State of Washington which has been designated therefor by the Board
of Directors.
Section 2. ANNUAL MEETINGS. Subject to the foregoing provision the
annual meeting of the stockholders shall be held at the principal office of I.E.
Briscoe & Assoc. in City of Seattle, State of Washington, at the hour of 11:00
o'clock A.M. on the 5th day of July in each year, if not a legal holiday, then
on the next succeeding business day not a legal holiday. At said annual meeting
Directors of the corporation shall be elected, reports of the affairs of the
corporation shall be considered and any other business may be transacted which
is within the powers of the stockholders to transact.
No notice need be given of the annual meeting of the stockholders
except that at least ten (10) days' written notice of the general nature of the
business or proposal shall be
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given as in the case of a special meeting of the stockholders before action may
be taken at such meeting upon any of the following proposals:
(1) To sell, lease, convey, exchange transfer, or otherwise
dispose of all or substantially all of the property and assets
of the corporation;
(2) To amend the By-Laws;
(3) To change the stated capital of the corporation;
(4) To amend the Articles of Incorporation, except to extend the
term of corporate existence;
(5) To merge or consolidate with another corporation, domestic or
foreign;
(6) To wind up and dissolve the corporation;
(7) To adopt a plan of distribution of shares, securities, or any
consideration other than money in the process of winding up.
In the event the annual meeting be not held or the Directors be not
elected thereat, the Directors may be elected at a special meeting held for that
purpose, and the Vice President, or the Secretary, upon the demand of any
stockholder entitled to vote at such meeting, shall call such special meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the stockholders may
be called at any time by the President or by the Board of Directors or by one or
more stockholders holding not less than one-fifth (1/5) of the voting power of
the corporation or by any two or more members of the Board of Directors.
Section 4. NOTICE OF SPECIAL MEETINGS. Notice of special meetings of
stockholders shall be given by written notice personally served on each
stockholder or deposited in the United States mail, postage prepaid, and
addressed to him at his last known post office address appearing upon the books
of the corporation or supplied by him to the corporation for the purpose of
notice at least ten (10) days before the time fixed for holding said meeting.
Upon a request being made by written notice to the President, a Vice
President or the Secretary by any person or persons thus empowered to call such
meeting, such officer shall give notice to the stockholders that such meeting
has been called for the purpose or purposes stated in such request and is to be
held at a specified time, which time as fixed by such officer shall not be less
than ten (10), nor more than thirty-five (35), days after receipt of such
request. If notice of such meeting be not given to the stockholders by such
officer within said time such person or persons making such request may fix the
time of meeting and give notice thereof in the manner provided by these
By-Laws.
Section 5. CONSENT AND WAIVER OF NOTICE. Any transactions of the
stockholders at any meeting thereof, regardless of how or whether call was made
or notice given, shall be as valid as though transacted at a meeting duly held
after regular call and notice, if a quorum be present, either in person or by
proxy, and if, either before or after the meeting, each of the stockholders
entitled to vote and not present in person or by proxy sign a written waiver of
notice, or a consent to the holding of such meeting, or an approval of the
minutes thereof. All such waivers, consents, or approvals shall be filed by the
Secretary or made a part of the records of the meeting.
Whenever any notice whatsoever is required to be obligated under the
provisions of these By-Laws, a waiver there in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the actual giving of such notice.
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Any action, which under any provisions of these By-Laws might be taken
at a meeting of the stockholders, may be taken without a meeting if a record or
memorandum thereof be made in writing and signed by all the holders of shares
who would be entitled to vote at a meeting for such purpose and such record or
memorandum be filed with the Secretary and made a part of the corporate records.
Section 6. QUORUM, VOTING AND PROXIES. At all meetings of the
stockholders (whether annual, special or adjourned) the presence in person or by
proxy in writing of the holders of a majority of the shares entitled to vote at
that meeting shall constitute a quorum for the transaction of business. Each
share of stock shall entitle the duly qualified and registered holder thereof to
one vote. All proxies shall be in writing subscribed by the party entitled to
vote the number of shares represented thereby, or by his duly authorized
attorney, and no such proxy shall be valid or confer any right or authority to
vote or act thereunder unless such proxy has been offered for filing, to and
left with, the Secretary of the corporation prior to the meeting at which the
same is to be used; provided that in case any meeting of stockholders whatsoever
(whether annual, special or adjourned) shall have been for any cause adjourned,
proxies shall be valid and may be used at such adjourned meeting, which have
been offered for filing to, and left with, the Secretary of the corporation
prior to the date upon which said adjourned meeting shall be valid fact held. No
proxy shall be valid after the expiration of eleven (11) months from the date of
its execution unless the stockholder executing it specifies therein the length
of time for which such proxy is to continue in force, but in no event shall a
proxy, unless coupled with an interest, be voted on after three years from the
date of execution. The vote for Directors (and upon demand of any stockholder,
the vote upon any question before the meeting) shall be by ballot. All elections
shall be had, and except as otherwise provided herein, all questions shall be
decided by a plurality vote.
Section 7. PROPORTIONAL METHOD OF REPRESENTATION. In the election of
Directors every stockholder of record have the right to multiply the number of
votes to which he may be entitled under the laws of the State of Washington (one
vote for every share standing in his name) by the number of Directors to be
elected and he may cast all such votes for one candidate or he may distribute
them among two or more candidates.
Section 8. ADJOURNMENTS. Any business which might be transacted at an
annual meeting of the stockholders may be done at a special or at an adjourned
meeting. If no quorum be present at any meeting of the stockholders (whether
annual, special or adjourned) such meeting may be adjourned by those present
from day to day, or from time to time, until such quorum be obtained, such
adjournment and the reasons therefor being recorded in the Journal or minutes
of proceedings of the stockholders, and no notice whatsoever need be given of
any such adjourned meeting if the time and place of such meeting be fixed at the
meeting adjourned.
Section 9. PRESIDING OFFICER MAY VOTE. At any meeting of stockholders
the presiding officer may vote upon all questions, the same as any other
stockholder.
ARTICLE VIII
Capital Stock
Section 1. CLASS. The capital stock of this corporation shall consist
of a single class, common shares having full voting stock of this corporation to
be issued to each stockholder, under the seal of the corporation and signed by
the President or the Vice President and by the Secretary, certifying the number
of capital shares owned by each respective stockholder. Such certificates shall
be numbered and shall be entered in the records of the corporation as they are
issued.
Section 2. TRANSFERS. Title to a certificate of stock of this
corporation and to the shares represented thereby can be transferred only:
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(1) By delivery of the certificate endorsed, either in blank or
to a specified person, by the person appearing by the
certificate to be the owner of the shares represented thereby;
(2) By delivery of the certificate and a separate document
containing a written assignment of the certificate, or a power
of attorney to sell, assign, or transfer the same, or the
shares represented thereby, signed by the person appearing by
the certificate to be the owner of the stock represented
thereby. Such assignment or power of attorney may be either in
blank or to a specified person;
(3) By operation of law, judicial sale, or by judgment of a court
of competent jurisdiction;
(4) Upon such transfers, the old certificate shall be surrendered
to the corporation by delivery thereof to the person in charge
of the transfer ledgers, or to such other persons as the
Directors may designate, by whom they shall be cancelled and
new certificates thereupon shall be issued.
Section 3. REGISTERED STOCKHOLDERS. The corporation shall be entitled
to treat the record holder of any share as holder thereof in fact and
accordingly shall not be bound to recognize any equitable or other claim to, or
interest in, such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except only as expressly
provided by the laws of the State of Washington.
Section 4. LOST CERTIFICATES. Any person claiming a stock certificate
to be lost or destroyed shall make an affidavit or affirmation of the fact and
shall advertise the same in such manner as the Board of Directors may determine
and, if the Directors require, shall give the corporation a bond of indemnity in
form and with sureties satisfactory to the Board, in an amount to be fixed by
the Board whereupon a new certificate may be issued of the same tenor and for
the same number of shares as the certificate alleged to be lost or destroyed.
Section 5. LIEN ON SHARES. The corporation shall have a first and
paramount lien on the shares of each stockholder and upon all dividends due
them for any indebtedness by such members of the corporation, either on account
of the subscription to its stock or for money loaned by the corporation to the
stockholder, or for any other indebtedness due from the stockholder.
ARTICLE IX
Books and Records
The books and records of the corporation may be kept within or without
the State of Washington in such place or places as may from time to time be
designated by resolution or by the Board of Directors, except that the records
of the proceedings of the stockholders and the Directors and the share register
shall be kept at the registered office of the corporation.
ARTICLE X
Amendments
These By-Laws may be amended or repealed and new and additional By-Laws
may be made from time to time and at any time by stockholders entitled to
exercise a majority of the voting power of the corporation, or by the written
assent of such stockholders. Subject to the right of the stockholders to amend
or repeal same, these By-Laws, other than a By-Law or amendment thereof changing
the authorized number,
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qualification, classifications, term of office or compensation of Directors, may
be amended or repealed by the Board of Directors.
ARTICLE XI
Miscellaneous Provisions
Section 1. INSTRUMENTS IN WRITING. All checks, drafts, demands for
money and notes of the corporation, and all written contracts of the corporation
shall be signed by such officer or officers, agent or agents, as the Board of
Directors may from time to time by resolution designate. No officer, agent or
employee of the corporation shall have power to bind the corporation by contract
or otherwise unless authorized to do so by the Board of Directors.
Section 2. ANNUAL REPORT. The Board of Directors of the corporation
shall not be required to prepare an annual report for the stockholders, except
upon request in writing of the stockholders of record owning a majority in
amount of the capital shares outstanding and entitled to vote.
Section 3. INSPECTION OF BOOKS. The Directors shall determine from time
to time whether and, if allowed, when and under what conditions and regulations
the corporate records and accounts (except such as may be by statute
specifically open to inspection) or any of them, shall be open to the inspection
of the stockholders, and the stockholders' rights in this respect are and shall
be restricted and limited accordingly, subject to the laws of the State of
Washington.
Section 4. FISCAL YEAR. The fiscal year shall begin on January 1 of
each year and continue to the last day of (31st) December of the succeeding
year, unless the Board of Directors shall by proper resolution provide for a
fiscal year having a different beginning and termination.
Section 5. NOTICES. Notices required to be given under the provisions
of these By-Laws to any Director, officer or stockholder shall not be construed
to mean personal notice but shall be deemed to have been given if notice is
placed in the United States mail, postage prepaid, addressed to a stockholder,
officer or Director at his last known post office address. Any notice required
to be given under these By-Laws may be waived in writing either before or after
the time stated therein.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being all of the
Incorporators and First Board of Directors of CRYSTAL SPRINGS DRINKING WATER,
INC., a corporation organized and existing under the laws of the State of
Washington, do hereby certify that the foregoing Code of By-Laws was duly
adopted by resolution of the Incorporators and First Board of Directors of the
corporation on the 5th day of July 1988.
/s/ Allen Cullen
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Allen Cullen, President
/s/ Joan Cullen
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Joan Cullen, Vice President
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