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EXHIBIT 3.21
ARTICLES OF INCORPORATION
The undersigned acting as an Incorporator of a corporation under the
New Mexico Business Corporation Act adopts the following Articles of
Incorporation for the corporation:
ARTICLE I
Its corporate name will be: WESTERN STATES CHEMICAL SUPPLY CORP.
ARTICLE II
It is organized to buy and sell chemicals and for every other purpose
permitted by the Business Corporation Act.
ARTICLE III
It will have authority to issue one class of 50,000 shares of $1.00
par value common.
ARTICLE IV
Its initial registered office address will be 600 First Plaza,
Albuquerque, New Mexico, and its initial registered agent at that address will
be Graham Browne.
ARTICLE V
The names and address of the six Directors who will constitute its
initial Board of Directors are:
Charles E. Graves Fred L. Taylor George De Morales
2602 N. 27th Avenue 2602 N. 27th Avenue 2602 N. 27th Avenue
Phoenix, Arizona Phoenix, Arizona Phoenix, Arizona
Richard H. Newton Graham Browne Richard F. Kolt
2602 N. 27th Avenue 600 First Plaza P.O. Box 5621
Phoenix, Arizona Albuquerque, N.M. Tucson, Arizona
DATED: January 15, 1976
/s/ Graham Browne
------------------------------------
Graham Browne
600 First Plaza
Albuquerque, New Mexico
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STATEMENT OF CANCELLATION
OF REACQUIRED SHARES
WESTERN STATES CHEMICAL SUPPLY CORP., submits the following
statement of cancellation by resolution of its Board of Directors of shares of
the Corporation reacquired by it other than redeemable shares redeemed or
purchased:
1. The Board of Directors duly adopted on May 1, 1979, a
resolution cancelling 760 reacquired shares of $1.00 par value common.
2. The aggregate number of issued shares after giving
effect to the cancellation is 240.
3. The amount of the stated capital of the Corporation
after giving effect to such cancellation is $240.00.
DATED: May 1, 1979.
WESTERN STATES CHEMICAL SUPPLY CORP.
By /s/ Dick Belveal
-----------------------
Dick Belveal, President
and
By /s/ Al Clerc
---------------------
Al Clerc, Secretary
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
I certify that on May 1, 1979, Dick Belveal and Al Clerc, being duly
sworn, declared he is one of the corporate officers who signed the foregoing
document executed by the Corporation and that the statements contained therein
are true.
/s/
-----------------------------------
Notary Pubic
My commission expires: 10/21/81
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STATEMENT OF CORRECTION
OF
STATEMENT OF CANCELLATION
OF REACQUIRED SHARES
WESTERN STATES CHEMICAL SUPPLY CORP., submits the following
statement of correction of a statement of cancellation of shares of the
Corporation, filed in the office of the New Mexico State Corporation Commission
on August 31, 1979:
1. The Board of Directors resolution set forth in the
statement of cancellation was erroneous and is null and void.
2. The correct aggregate number of issued shares is
1,000 shares of $1.00 par value common.
3. The correct amount of the stated capital of the
Corporation is $1,000,00.
DATED: September 27, 1979.
WESTERN STATES CHEMICAL SUPPLY CORP.
By /s/ Dick Belveal
-----------------------
Dick Belveal, President
and
By /s/ Al Clerc
---------------------
Al Clerc, Secretary
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
I certify that on September 27, 1979, DICK BELVEAL, being duly sworn,
declared he is one of the corporate officers who signed the foregoing document
executed by the Corporation and that the statements contained therein are true.
/s/
----------------------------------------
Notary Pubic
My commission expires: 10/21/81
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
WESTERN STATES CHEMICAL SUPPLY CORP.
0866335
Pursuant to the provisions of Section 53-13-4, NMSA 1978, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The corporate name of the corporation is
WESTERN STATES CHEMICAL SUPPLY CORP.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the Shareholders of the corporation on June 25, 1996, in the manner
prescribed by the New Mexico Business Corporation Act:
"ARTICLE I
"Its corporate name will be: T.C. HOLDINGS, INC."
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 1,000, and the number of shares entitled to vote thereon
was 1,000.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:
Class Number of Shares
----- ----------------
Common 1,000
FIFTH: The number of shares voting for such amendment was 1,000, and the
number of shares voting against such amendment was zero.
SIXTH: The number of shares of each class entitled to vote thereon as a
class for and against such amendment, respectively, was:
Class Number of Shares
----- --------------------
For Against
--- -------
Common 1,000 0
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows:
No change.
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DATED: June 26, 1996
WESTERN STATES CHEMICAL SUPPLY CORP.:
By: /s/ Albert J. Clerc
------------------------------------
ALBERT J. CLERC, Vice President/
Secretary
Under penalty of perjury, the undersigned declares that the foregoing document
executed by the corporation and that the statements contained therein are true
and correct to the best of my knowledge.
By:/s/ Albert J. Clerc
------------------------------------
ALBERT J. CLERC, Vice President/
Secretary
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