Exhibit 3.29
ARTICLES OF INCORPORATION
OF
GIANT MID-CONTINENT, INC.
We, the undersigned incorporators, having associated ourselves together for the purpose of forming a corporation under the laws of the State of Arizona, adopt the following Articles of Incorporation:
I.
NAME
The name of the corporation is Giant Mid-Continent, Inc.
II.
PURPOSE
This corporation is organized for the purpose of transacting any or all lawful business for which corporation may be incorporated under the laws of the State of Arizona, as amended from time to time.
III.
INITIAL BUSINESS
The corporation initially intends actually to conduct in the State of Arizona the business of exploring for, producing, refining, marketing, selling and otherwise dealing in gasoline and all other petroleum products.
IV.
AUTHORIZED CAPITAL
The corporation shall have authority to issue five hundred thousand (500,000) common shares with one cent ($.01) per value per share. Shares shall be paid for as such time, and in such manner, as the Board of Directors shall determine.
V.
BOARD OF DIRECTORS
The Board of Directors shall be comprised of not less than one (1) nor more than seven (7) members, the exact number of which shall initially be fixed by the incorporators and thereafter from time to time by resolution of the Board of Directors. The initial Board of Directors shall consist of three (3) members, who shall serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified, and whose names and addresses are:
| | |
| Name | | Address: |
| |
| James E. Acridge | | 23733 N. Scottsdale Road |
| | Scottsdale, Arizona 85255 |
| |
Fredric L. Holliger | | 23733 N. Scottsdale Road |
| | Scottsdale, Arizona 85255 |
| |
Morgan M. Gust | | 23733 N. Scottsdale Road |
| | Scottsdale, Arizona 85255 |
VI.
LIMITATION OF DIRECTOR LIABILITY
No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article shall not eliminate or limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) authorizing the unlawful payment of a dividend or other distribution on the corporation’s capital stock or the unlawful purchase of its capital stock; (iv) a violation of Arizona Revised Statutes Section 10-041 — Director conflicts of interest; or (v) any transaction from which the director derived an improper personal benefit.
VII.
INCORPORATORS
The names and addresses of the incorporator are:
| | |
| Name | | Address: |
| |
| Carlos A. Guerra | | 23733 N. Scottsdale Road |
| | Scottsdale, Arizona 85255 |
| |
| Morgan M. Gust | | 23733 N. Scottsdale Road |
| | Scottsdale, Arizona 85255 |
All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission for filing.
VIII.
STATUTORY AGENT
FC Service Corporation, an Arizona corporation, Two North Central Avenue, Suite 2200. Phoenix, Arizona 85004-2390, is hereby appointed the initial Statutory Agent for the corporation for the State of Arizona.
-2-
IX.
KNOWN PLACE OF BUSINESS
The corporation’s known place of business is 23733 North Scottsdale Road, Scottsdale, Arizona 85255.
IN WITNESS WHEREOF, the undersigned incorporators have hereunto affixed their signatures this 22nd day of December, 1994.
|
/s/ Carlos A. Guerra |
| Carlos A. Guerra |
|
/s/ Morgan M. Gust |
| Morgan M. Gust |
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AZ CORPORATION COMMISSION
FILED NOV 15 2007
FILE NO 0738329-7
ARTICLES OF AMENDMENT
Pursuant to A.R.S §10-1005 and §10-1006
1. The name of the corporation is:
Giant Mid-Continent, Inc.
2. Attached hereto as Exhibit A is the text of each amendment adopted.
| 3. x | The amendmentdoes not provide for an exchange, reclassification or cancellation of issued shares. |
| 4. ¨ | The amendmentdoes provide for an exchange, reclassification or cancellation of issued shares. |
(Please check either “A” or “B” below)
A.¨ Exhibit Acontains provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein.
B.¨ Exhibit Adoes not contain provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein. Such actions will be implemented as follows:
| 5. | The amendment was adopted the9th day ofNovember,2007. |
| 6. x | The amendment was adopted by the (choose one): |
A.¨Incorporators
(without shareholder action and either shareholder action was not required or no shares have been Issued).
B.¨Board of Directors
(without shareholder action and either shareholder action was not required or no shares have been issued).
C.xShareholders
There is (are)one voting groups eligible to vote on the amendment. The designation of voting groups entitled to vote separately on the amendment, the number of votes in each, the number of votes represented at the meeting at which the amendment was adopted and the votes cast for and against the amendment were as follows:
The voting group consisting of1,000 outstanding shares ofcommon[class or series] stock is entitled to1,000 votes. There were1,000votes present at the meeting. The voting group cast1,000votes for and-0- votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group.
| | |
| CF: 004O w/CF:OO38 Instructions | | Arizona Corporation Commission |
| Rev: 0712007 | | Corporations Division |
| 71185-u2-2 | | |
| AZOG9 • 08/09/2007 CT System Online | | |
ARS§10-120F requires that changes to corporation(s) be executed by The Chairman of the Board of Director or by an officer of the corporation.
Dated this9th day ofNovember,2007
| | |
| Signature: | | /s/ Scott Weaver |
| |
| Title: | | Chief Administrative Officer |
| |
| Printed Name: | | Scott Weaver |
| | |
| CF:0040 w/CF:0039 Instructions | | Arizona Corporation Commission |
| Rev: 07/2007 | | Corporations Division |
AZ009 • 08/09/2007 CT System Online | | |
EXHIBIT A
The name of the Corporation is changed to Western Refining Terminals,, Inc.
Article I of the Articles of Incorporation of the Corporation is deleted in its entirety and the following is substituted in place thereof:
“I.
Name
The name of the corporation is Western Refining Terminals, Inc,”
| | |
| CF:0040 w/CF:0039 Instructions | | Arizona Corporation Commission |
| Rev: 07/2007 | | Corporations Division |
AZ009 • 08/09/2007 CT System Online | | |
