1
EXHIBIT 3.22
BY-LAWS
OF
WESTERN STATES CHEMICAL SUPPLY CORP.
I
SHAREHOLDERS
1. Meetings: The Annual Meeting of Shareholders will be
held on the second Wednesday in January at 10:00 a.m. at the place fixed by the
Board. Special Meetings of Shareholders may be called by the President, the
Board, or the holders of one-tenth of the shares entitled to vote at the
meeting, and will be held at the time and place fixed by the person calling the
Special Meeting. If the place of meeting is not fixed, the meeting will be
held at the registered office of the Corporation.
2. Notice: Written Notice stating the time, place, and,
if a Special Meeting, the purpose, will be delivered not less than ten nor more
than fifty days before the meeting date either personally or by mail at the
direction of the President, the Secretary, or the persons calling the meeting,
to each Shareholder of record entitled to vote at the meeting. If mailed, a
Notice is deemed delivered when deposited postage prepaid in the United States
mail addressed to the Shareholder at the address shown by the Corporation
transfer books.
3. Quorum - Voting: A majority of the shares entitled
to vote represented in person or by proxy will constitute a quorum at a meeting
of Shareholders. A quorum once attained continues until adjournment despite
voluntary withdrawal of enough shares to leave less than a quorum. If a quorum
is present, the affirmative
2
vote of the majority of the shares represented at the meeting and entitled to
vote on the subject matter will be the act of the Shareholders unless the vote
of a greater number or class voting is required by the Business Corporation
Act.
II
DIRECTORS
1. Number, Tenure, Qualification, Election: The Board
will consist of six Directors each of whom will be elected annually by the
Shareholders at their Annual Meeting to serve until their successors have been
elected and qualified. Directors need not be Shareholders or New Mexico
residents. A Director may be removed with or without cause by the
Shareholders, or may resign. Vacancies may be filled by a majority of the
remaining Directors though less than a quorum.
2. Meetings: An Annual Meeting of the Board will be
held without notice immediately following the Shareholders' Annual Meeting.
Special Meetings of the Board may be called by any Director or Officer, and
will be held at the time and place fixed by the person calling the Special
Meeting. Written Notice stating the time, place and purpose of the Special
Meeting will be delivered either personally, by mail, or by telegram at the
direction of the person calling the meeting, to each Director at least 24 hours
before the Special Meeting time. If mailed or telegraphed, a Notice is deemed
delivered when deposited, postage or charges prepaid, with the transmitting
agency, addressed to the Director.
2
3
3. Quorum - Action: A majority of the number of
Directors fixed by the By-laws will constitute a quorum at Board Meetings. A
quorum once attained continues until adjournment despite voluntary withdrawal
of enough Directors to leave less than a quorum. The act of a majority of
Directors present at a meeting at which a quorum is present will be the act of
the Board. The Directors will manage the business and affairs of the
Corporation, and may act only as a Board with each Director having one vote.
III
OFFICERS
1. Number, Tenure, Qualification and Election: The
officers of the Corporation will be a Chairman of the Board, President, Vice
President, Secretary and Treasurer, and such other officers as the Board may
decide, each of whom will be elected annually by the Board at its Annual
Meeting to serve until their successors are elected and qualified. Officers
need not be Shareholders, or Directors, or New Mexico residents. An officer
may be removed with or without cause by the Board, or may resign. Vacancies
and newly created offices will be filled by the Board. One person may hold
more than one office, but no person may be both President and Secretary.
Officers will perform the duties, and will have the power and authority,
assigned by the Board, incident to the office, and provided in these By-laws.
2. Chairman of the Board: The Chairman of the Board
will, if present, preside at all meetings of the Shareholders and of the Board
of Directors, will have the same powers as the
3
4
President, including the power to sign documents on behalf of the Corporation,
and will be Chief Executive Officer of the Corporation.
3. President and Vice President: The President, or the
Vice President during the absence, disability, or failure to act of both the
President and the Chairman of the Board, will preside at all Corporation
meetings except meetings at which the Chairman of the Board is present, and
when authorized will sign all documents of the corporation.
4. Secretary and Assistants: The Secretary, or any
Assistant Secretary during the absence, disability, or failure to act, of the
Secretary, will keep and have custody of, the record of Shareholders, the stock
transfer books, and the minutes of the proceedings of the Shareholders and
Directors, will give all Notices required, and when authorized will execute,
attest, seal, and deliver documents of the Corporation.
5. Treasurer and Assistants. The Treasurer, or any
Assistant Treasurer during the absence, disability, or failure to act, of the
Treasurer, will have custody of the property of, and will keep correct and
complete books and records of account for, the Corporation.
IV
ACTION WITHOUT A MEETING
Any action required or permitted to be taken at a meeting of
Shareholders or Directors may be taken without a meeting if a consent in
writing setting forth the action so taken is signed by all of the Shareholders
entitled to vote with respect
4
5
to the subject matter thereof, or by all the Directors, as the case may be.
V
WAIVER OF NOTICE
Whenever any notice is required to be given to any Shareholder
or Director, a waiver thereof in writing signed by the person entitled to the
notice is equivalent to the giving of the notice. The attendance of a
Shareholder in person or by proxy, or of a Director, at a meeting constitutes a
waiver of notice of the meeting except when attendance is for the sole purpose
of objecting because the meeting is not lawfully called or convened.
VI
SEAL
The Board may adopt a corporate seal which the Corporation may
use by impressing or affixing it or a facsimile thereof, but the failure to
have or affix a corporate seal does not affect the validity of any instrument
or any action taken in reliance thereon or in pursuance thereof.
VII
SHARE CERTIFICATES AND TRANSFER
The Board will adopt the form of certificate to represent the
shares of the Corporation. Each Shareholder is entitled to a certificate,
signed by the President or Vice President, and the Secretary or an Assistant
Secretary, and representing the number of full and fractional fully paid shares
owned by the Shareholder. Share transfer and issuance will be done by the
Secretary, or the designee thereof, in the manner
5
6
provided by the Business Corporation Act and Uniform Commercial Code of New
Mexico. The name and address of the Shareholder to which the certificate is
issued, the number and class of shares represented, and the date of original
issue or from whom transferred shall be entered on the record of Shareholders
of the Corporation. The person or entity in whose name shares stand on the
record of Shareholders of the Corporation will be Shareholders and will be
deemed by the Corporation to be the owner of the shares for all purposes
whether or not the Corporation has other knowledge. Shares will be transferred
only on the stock transfer books of the Corporation.
VIII
MONETARY MATTERS
1. Funds and Borrowing: The depository for corporate
funds, the persons entitled to draw against these funds, the persons entitled
to borrow on behalf of the Corporation, and the manner of accomplishing these
matters will be determined by the Board.
2. Compensation: The compensation for Directors and
Officers will be established by the Board. Compensation of employees will be
established by the President subject to review by the Board.
3. Fiscal Year: The fiscal year of the Corporation will
be established by the Board.
6
7
IX
INTERESTED PARTIES
No transaction of the Corporation will be affected because a
Shareholder, Director, Officer or Employee of the Corporation is interested in
the transaction. Such interested parties will be counted for quorum purposes,
and may vote, when the Corporation considers the transaction. Such interested
parties will not be liable to the Corporation for the party's profits, or the
Corporation's losses, from the transaction.
X
AMENDMENTS
These By-laws may be altered, amended, or repealed by the
Board unless the power to do so is reserved to the Shareholders by the Articles
of Incorporation.
SECRETARY'S CERTIFICATE
I certify the foregoing to be the true copy of the By-laws
duly adopted by the Corporation on January 23, 1976.
/s/
---------------
Secretary
7
8
FIRST AMENDMENT
TO
BY-LAWS
OF
WESTERN STATES CHEMICAL SUPPLY CORP.
I certify that on July 1, 1976, the Directors amended the
first grammatical sentence of Section 1, Article I of the Corporation's By-laws
to change the Annual Meeting date to the third Wednesday in September.
/s/
----------------
Secretary
9
SECOND AMENDMENT
TO
BY-LAWS
OF
WESTERN STATES CHEMICAL SUPPLY CORP.
I certify that on September 15, 1976, the Directors amended
the first grammatical sentence of Section 1, Article II of the Corporation's
By-laws to change the number of Directors from six to five.
/s/
-------------
Secretary
10
THIRD AMENDMENT
TO
BY-LAWS
OF
WESTERN STATES CHEMICAL SUPPLY CORP.
The following amendment to the By-laws of the Corporation was
adopted by the Directors on September 1, 1977:
The By-laws of the Corporation are amended by deleting the
first sentence of Article II, Section 1, and substituting the following
therefor:
"The Board will consist of one Director, who will be elected
annually by the Shareholders at their Annual Meeting to serve
until his successor is elected and qualified."
11
FOURTH AMENDMENT
TO
BY-LAWS
OF
WESTERN STATES CHEMICAL-SUPPLY CORP.
The following amendment to the By-laws of the Corporation was
adopted by the Directors on May 1, 1979:
The By-laws of the Corporation are amended by deleting the first
sentence of Article II, Section 1, and substituting the following therefor:
"The Board will consist of three Directors, who will be elected
annually by the Shareholders at their Annual Meeting to serve
until their successors are elected and qualified."
/s/
---------------
Secretary
12
FIFTH AMENDMENT
TO
BY-LAWS
OF
WESTERN STATES CHEMICAL SUPPLY CORP.
The following amendment to the By-laws of the Corporation was
adopted, by the Directors on September 17, 1980:
The By-Laws of the Corporation are amended by deleting the
first sentence of Article II, Section 1, and substituting the following
therefor:
"The Board will consist of two Directors, who will be elected
annually by the Shareholders at their Annual Meeting to serve
until their successors are elected and qualified."
/s/
-------------
Secretary
13
SIXTH AMENDMENT
TO
BY-LAWS
OF
T.C. HOLDINGS, INC.
An amendment to the By-Laws of the Company was adopted by the
Directors by adoption of the following resolution on August 1, 1996:
RESOLVED, that the By-Laws of the Company be, and they hereby
are, amended by deleting the first sentence of Article II,
Section 1, and substituting the following therefor:
The Board will consist of three Directors, who will
be elected annually by the Shareholders at their
Annual Meeting to serve until their successors are
elected and qualified.
/s/
-------------
Secretary