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EXHIBIT 3.24
BYLAWS
OF
T. C. PRODUCTS, INC.
ARTICLE I.
Registered Office and Registered Agent
The registered office of the corporation shall be located in the State
of Washington at such place as may be fixed from time to time by the Board of
Directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office. Any change in the registered agent or registered office shall be
effective upon filing such change with the office of the Secretary of State of
the State of Washington.
ARTICLE II.
Shareholders' Meetings
Section 1. Annual Meetings. The annual meeting of the
shareholders of this corporation, for the purpose of election of directors and
for such other business as may come before it, shall be held at the registered
office of the corporation, or such other place as may be designated by the
notice of the meeting, on the 100 day of each and every year, at 10 a.m., but
in case such day shall be a legal holiday, the meeting shall be held at the
same hour and place on the next succeeding day not a holiday.
Section 2. Special Meetings. Special meetings of the
shareholders of this corporation may be called at any time by the holders of
50% of the voting shares of the corporation, or by the President, or by a
majority of the Board of Directors. No business shall be transacted at any
special meeting of shareholders except as is specified in the notice calling
for said meeting. The Board of Directors may designate any place as the place
of any special meeting called by the President or the Board of Directors, and
special meetings called at the request of shareholders shall be held at such
place as may be determined by the Board of Directors and placed in the notice
of such meetings.
Section 3. Notice of Meetings. Written notice of annual or
special meetings of shareholders stating the place, day, and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by the secretary or persons
authorized to call the meeting to each shareholder of record entitled to vote
at the meeting. Such notice shall be given not less than ten (10) days nor
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than sixty (60) days prior to the date of the meeting, except that notice of a
meeting to act on an amendment to the Articles of Incorporation, a plan of
merger or share exchange, a proposed sale, lease, exchange, or other
disposition of all or substantially all of the assets of the corporation other
than in the usual or regular course of business, or the dissolution of the
corporation shall be given no fewer than twenty (20) days or no more than sixty
(60) days before the meeting date. Notice may be transmitted by: mail, private
carrier or personal delivery; telegraph or teletype; or telephone, wire, or
wireless equipment which transmits a facsimile of the notice. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation.
Section 4. Waiver of Notice. Notice of the time, place and
purpose of any meeting may be waived in writing (either before or after such
meeting) and will be waived by any shareholder by his attendance thereat in
person or by proxy, unless the shareholder, at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting. Any
shareholder so waiving shall be bound by the proceedings of any such meeting in
all respects as if due notice thereof had been given.
Section 5. Quorum and Adjourned Meetings. A majority of the
outstanding shares of the corporation entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. A
majority of the shares represented at a meeting, even if less than a quorum,
may adjourn the meeting from time to time without further notice. At such
reconvened meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at a duly organized
meeting and at any adjournment of such meeting (unless a new record date is or
must be set for the adjourned meeting), notwithstanding the withdrawal of
enough shareholders from either meeting to leave less than a quorum.
Section 6. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or by his
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 eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.
Section 7. Voting Record. After fixing a record date for a
shareholders' meeting, the corporation shall prepare an alphabetical list of
the names of all shareholders on the record date who are entitled to notice of
the shareholders' meeting. The list shall be arranged by voting group, and
within each voting group by class or series of shares, and show the address of
and number of shares held by each shareholder. A shareholder, shareholder's
agent, or a shareholder's attorney may inspect the shareholder's list,
beginning ten (10) days prior to the
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shareholders' meeting and continuing through the meeting, at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held during regular business hours and at the
shareholder's expense. The shareholders' list shall be kept open for
inspection during such meeting or any adjournment.
Section 8. Voting of Shares. Except as otherwise provided in
the Articles of Incorporation or in these Bylaws, every shareholder of record
shall have the right at every shareholders' meeting to one vote for every share
standing in his name on the books of the corporation. If a quorum exists,
action on a matter, other than election of directors, is approved by a voting
group of shareholders if the votes cast within the voting group favoring the
action exceed the votes cast within the voting group opposing the action,
unless the Articles of Incorporation or the Washington Business Corporation Act
require a greater number of affirmative votes.
Section 9. Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders,
or any adjournment thereof, or entitled to receive payment of any dividend, the
board of directors may fix in advance a record date for any such determination
of shareholder, such date to be not more than seventy (70) days prior to the
date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the day before the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, unless the board of directors fixes a
new record date, which it must do if the meeting is adjourned more than one
hundred twenty (120) days after the date is fixed for the original meeting.
ARTICLE III.
Directors
Section 1. General Powers. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the board of directors
except as otherwise provided by the laws under which this corporation is formed
or in the Articles of Incorporation.
Section 2. Number. The number of directors of the corporation
shall be Three (3). The number of directors can be
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increased or decreased from time to time by amending this Section 2, provided
that the number shall not be less than one (1) nor more than nine (9)
directors, the specific number to be set by resolution of the Board of
Directors or the shareholders; and provided further, that no decrease shall
shorten the term of any incumbent director.
Section 3. Tenure and Qualifications. Each directors shall hold
office until the next annual meeting of shareholders. Despite the expiration
of a director's term, the director continues to serve until the director's
successor shall have been elected and qualified or until there is a decrease in
the number of directors. Directors need not be residents of the state or
shareholders of the corporation.
Section 4. Election. The directors shall be elected by the
shareholders at their annual meeting each year; and if, for any cause, the
directors shall not have been elected at an annual meeting, they may be elected
at a special meeting of shareholders called for that purpose in the manner
provided by these Bylaws.
Section 5. Vacancies. In case of any vacancy in the board of
directors, including a vacancy resulting from an increase in the number of
directors, the board of directors; a majority of the remaining directors, if
they do not constitute a quorum; or the shareholders may fill the vacancy.
Section 6. Resignation. Any director may resign at any time by
delivering written notice to the board of directors, its chairperson, the
president or the secretary of the corporation. A resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.
Section 7. Removal of Directors. At a meeting of shareholders
called expressly for that purpose, the entire board of directors, or any member
thereof, may be removed, with or without cause, by a vote of the holders of a
majority of shares then entitled to vote at an election of such directors.
Section 8. Meetings.
(a) The annual meeting of the board of directors shall be
held immediately after the annual shareholders' meeting at the same place as
the annual shareholders' meeting or at such other place and at such time as may
be determined by the directors. No notice of the annual meeting of the board
of directors shall be necessary.
(b) Special meetings may be called at any time and place
upon the call of the president, secretary, or any of the directors. Notice of
the time and place of each special meeting shall be given by the secretary, or
the persons calling the meeting, by mail, private carrier, radio, telegraph,
the telegram, facsimile transmission, personal communication by
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telephone or otherwise at least two (2) days in advance of the time of the
meeting. The purpose of the meeting need not be given in the notice. Notice
of any special meeting may be waived in writing or by telegram (either before
or after such meeting) and will be waived by any director by attendance
thereat.
(c) Regular meetings of the board of directors shall be
held at such place and on such day and hour as shall from time to time be fixed
by resolution of the board of directors. No notice of regular meetings of the
board of directors shall be necessary.
(d) At any meeting of the board of directors, any
business may be transacted, and the board of directors may exercise all of its
powers.
Section 9. Quorum and Voting.
(a) A majority of the directors presently in office shall
constitute a quorum, but a lesser number may adjourn any meeting from time to
time until a quorum is obtained, and no further notice thereof need be given.
(b) If a quorum is present when a vote is taken, the
affirmative vote of a majority of the directors present at the meeting is the
act of the board of directors.
Section 10. Compensation. By resolution of the board of
directors, the directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 11. Presumption of Assent. A director of the corporation
who is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless:
(a) The director objects at the beginning of the meeting,
or promptly upon the director's arrival, to holding it or transacting business
at the meeting;
(b) The director delivers written notice of the
director's dissent or abstention to the presiding officer of the meeting before
its adjournment or to the corporation within a reasonable time after
adjournment of the meeting.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.
Section 12. Committees. The board of directors, by resolution
adopted by a majority of the full board of directors,
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may designate from among its members one or more committees, each of which must
have two or more members and, to the extent provided in such resolution, shall
have and may exercise all the authority of the board of directors, except that
no such committee shall have the authority to: authorize or approve a
distribution except according to a general formula or method prescribed by the
board of directors; approve or propose to shareholders action that the
Washington Business Corporation Act requires to be approved by shareholders;
fill vacancies on the board of directors or on any of its committees; amend any
Articles of Incorporation not requiring shareholder approval; adopt, amend or
repeal Bylaws; approve a plan of merger not requiring shareholder approval; or
authorize or 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 of directors may authorize a
committee, or a senior executive officer of the corporation, to do so within
limits specifically prescribed by the board of directors.
ARTICLE IV.
Special Measures for Corporate Action
Section 1. Actions by Written Consent. Any corporate action
required or permitted by the Articles of Incorporation, Bylaws, or the laws
under which this corporation is formed, to be voted upon or approved at a duly
called meeting of the directors, committee of directors, or shareholders may be
accomplished without a meeting if one or more unanimous written consents of the
respective directors or shareholders, setting forth the actions so taken, shall
be signed, either before or after the action taken, by all the directors,
committee members, or shareholders, as the case may be. Action taken by
unanimous written consent is effective when the last director or committee
member signs the consent, unless the consent specifies a later effective date.
Action taken by unanimous written consent of the shareholders is effective when
all consents are in possession of the corporation, unless the consent specifies
a later effective date.
Section 2. Meetings by Conference Telephone. Members of the
board of directors, members of a committee of directors, or shareholders may
participate in their respective meetings by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time; participation in a meeting by
such means shall constitute presence in person at such meeting.
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ARTICLE V.
Officers
Section 1. Officers Designated. The officers of the corporation
shall be a president, one or more vice presidents (the number thereof to be
determined by the Board of Directors), a secretary, and a treasurer, each of
whom shall be elected by the board of directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by
the board of directors. Any two or more offices may be held by the same person
unless otherwise prohibited by the laws of the State of Washington.
The board of directors may, in its discretion, elect a chairperson of
the board of directors; and, if a chairperson has been elected, the chairperson
shall, when present, preside at all meetings of the board of directors and the
shareholders and shall have such other powers as the board may prescribe.
Section 2. Election, Qualification and Term of Office. Each of
the officers shall be elected by the board of directors. None of said
officers, except the president and the chairperson of the board of directors,
need be a director, but a vice president who is not a director cannot succeed
to or fill the office of president. The officers shall be elected by the board
of directors at each annual meeting of the board of directors. Except as
hereinafter provided, each of said officers shall hold office from the date of
his election until the next annual meeting of the board of directors and until
his successor shall have been duly elected and qualified.
Section 3. Powers and Duties.
(a) President. The president shall be the chief
executive officer of the corporation and, subject to the direction and control
of the board of directors, shall have general charge and supervision over its
property, business, and affairs. He shall, unless a chairperson of the board
of directors has been elected and is present, preside at meetings of the
shareholders and the board of directors.
(b) Vice President. In the absence of the president or
his inability to act, the senior vice president shall act in his place and
stead and shall have all the powers and authority of the president, except as
limited by resolution of the board of directors.
(c) Secretary. The secretary shall: (1) keep the minutes
of the shareholders' and of the board of directors' meetings in one or more
books provided for that purpose; (2) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (3) be
custodian of the corporate records and of the seal of the corporation and affix
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the seal of the corporation to all documents as may be required; (4) keep a
register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (5) sign with the president, or
a vice president, certificate for shares of the corporation, the issuance of
which shall have been authorized by resolution of the board of directors; (6)
have general charge of the stock transfer books of the corporation; and (7) 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 by the president or by the
board of directors.
(d) Treasurer. Subject to the direction and control of
the board of directors, the treasurer shall have the custody, control, and
disposition of the funds and securities of the corporation and shall account
for the same; and, at the expiration of his term of office, he shall turn over
to his successor all property of the corporation in his possession.
Section 4. 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 the corporation,
the issuance of which shall have been authorized by resolution of 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 5. Removal. The board of directors shall have the
right to remove any officer whenever in its judgment the best interests of the
corporation will be served thereby.
Section 6. Vacancies. The board of directors shall fill any
office which becomes vacant with a successor who shall hold office for the
unexpired term and until his successor shall have been duly elected and
qualified.
Section 7. Salaries. The salaries of all officers of the
corporation shall be fixed by the board of directors.
ARTICLE VI.
Share Certificates
Section 1. Issuance, Form and Execution of Certificates. No
shares of the corporation shall be issued unless authorized by the board. Such
authorization shall include the maximum number of shares to be issued, the
consideration to be received for each share, the value of noncash
consideration, and a statement that
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the board has determined that such consideration is adequate. Certificates for
shares of the corporation shall be in such form as is consistent with the
provisions of the Washington Business Corporation Act and shall state:
(a) The name of the corporation and that the corporation
is organized under the laws of this state;
(b) The name of the person to whom issued; and
(c) The number and class of shares and the designation of
the series, if any, which such certificate represents.
They shall be signed by two officers of the corporation, and the seal of the
corporation may be affixed thereto. Certificates may be issued for fractional
shares. No certificates shall be issued for any share until the consideration
established for its issuance has been paid.
Section 2. Transfers. Shares may be transferred by delivery of
the certificate therefor, accompanied either by an assignment in writing on the
back of the certificate or by a written power of attorney to assign and
transfer the same, signed by the record holder of the certificate. The board
of directors may, by resolution, provide that beneficial owners of shares shall
be deemed holders of record for certain specified purposes. Except as
otherwise specifically provided in these Bylaws, no shares shall be transferred
on the books of the corporation until the outstanding certificate therefor has
been surrendered to the corporation.
Section 3. Loss or Destruction of Certificates. In case of loss
or destruction of any certificate of shares, another may be issued in its place
upon proof of such loss or destruction and upon the giving of a satisfactory
indemnity bond to the corporation. A new certificate may be issued without
requiring any bond, when in the judgment of the board of directors it is proper
to do so.
ARTICLE VII.
Books and Records
Section 1. Books of Account, Minutes and Share Register. The
corporation shall keep as permanent records minutes of all meetings of its
shareholders and board of directors, a record of all actions taken by the
shareholders or board of directors without a meeting, and a record of all
actions taken by a committee of the board of directors exercising the authority
of the board of directors on behalf of the corporation. The corporation shall
maintain appropriate accounting records. The corporation 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
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class of shares showing the number and class of shares held by each. The
corporation shall keep a copy of the following records at its principal office:
the Articles or Restated Articles of Incorporation and all amendments to them
currently in effect; the Bylaws or Restated Bylaws and all amendments to them
currently in effect; the minute of all shareholders' meetings, and records of
all actions taken by shareholders without a meeting, for the past three years;
its financial statements for the past three years, including balance sheets
showing in reasonable detail the financial condition of the corporation as of
the close of each fiscal year, and an income statement showing the results of
its operation during each fiscal year prepared on the basis of generally
accepted accounting principles or, if not, prepared on a basis explained
therein; all written communications to shareholders generally within the past
three years; a list of the names and business addresses of its current
directors and officers; and its most recent annual report delivered to the
Secretary of State of Washington.
Section 2. Copies of Resolutions. Any person dealing with the
corporation must rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the board of directors or shareholders, when certified
by the president or secretary.
ARTICLE VIII.
Amendment of Bylaws
Section 1. By the Shareholders. These Bylaws may be amended,
altered, or repealed at any regular or special meeting of the shareholders if
notice of the proposed alteration or amendment is contained in the notice of
the meeting.
Section 2. By the Board of Directors. These Bylaws may be
amended, altered, or repealed by the affirmative vote of a majority of the
whole board of directors at any regular or special meeting of the board.
ARTICLE IX.
Fiscal Year
The fiscal year of the corporation shall be set by resolution of the
board of directors.
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ARTICLE X.
Rules of Order
The rules contained in the most recent edition of Robert's Rules of
Order, Newly Revised, shall govern all meetings of shareholders and directors
where those rules are not inconsistent with the Articles of Incorporation,
Bylaws, or special rules of order of the corporation.
T.C. PRODUCTS, INC.
By /s/ Sally A. Harler
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Secretary
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