EXHIBIT 3.1
FILED
In the Office of the
Secretary of State of Texas
Dec 20 1973
Betty Waller
Deputy Director, Corporation Division
ARTICLES OF INCORPORATION OF
TEXAS OLEFINS TRANSPORTATION COMPANY
We, the undersigned natural persons of the age of twenty-one (21) years or
more, at least two of whom are citizens of the State of Texas, acting as
incorporators of the corporation under the Texas Business Corporation Act, do
hereby adopt the following articles under corporation for said corporation.
ARTICLE NO. ONE
The name of the corporation is TEXAS OLEFINS TRANSPORTATION COMPANY.
ARTICLE NO. TWO
The period of its duration is perpetual.
ARTICLE NO. THREE
The purpose or purposes for which the corporation is organized are: to
transport by barge, truck, or other types of transportation, liquids, oil, and
other petroleum products.
ARTICLE NO. FOUR
The aggregate number of shares which the corporation shall have the
authority to issue is 500,000 shares, having no par value.
ARTICLE NO. FIVE
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1000.00, consisting of
money, labor done or property actually received, which sum is not less than
$1,000.00.
ARTICLE NO. SIX
The Post office address of its initial registered office is 5309 Decker
Drive, Baytown, Texas, and the name of its initial registered agent at such
address is DAVE C. SWALM.
ARTICLE NO. SEVEN
The number of directors constituting the initial Board of Directors is
three (93) and the names and addresses of the persons who are to serve as
directors until their successors are elected and qualified are: Dave C. Swalm,
President, 5309 Decker Drive, Baytown, Texas; Louis E. Palmer, Vice-President,
5309 Decker Drive, Baytown, Texas; Patrick A. Bowers, Secretary-Treasurer, 5309
Decker Drive, Baytown, Texas.
ARTICLE NO. EIGHT
The names and addresses of the incorporators are: Dave C. Swalm, 5309
Decker Drive, Baytown, Texas; Louis E. Palmer, 5309 Decker Drive, Baytown,
Texas; Patrick A. Bowers, 5309 Decker Drive, Baytown, Texas.
IN WITNESS WHEREOF, we have hereunto set our hands this the 30th day of
November, 1973.
Dave C. Swalm
DAVE C. SWALM
1
Louis E. Palmer
LOUIS E. PALMER
Patrick A. Bowers
PATRICK A. BOWERS
THE STATE OF TEXAS X
COUNTY OF HARRIS X
That I, Evelyn Underhill, a Notary Public, do hereby certify that on this
the 30th day of November, 1973, personally appeared DAVE C. SWALM, LOUIS E.
PALMER, and PATRICK A. BOWERS, who each being by me first duly sworn, severally
declared that they are the persons who signed the foregoing instrument or
document as incorporators and that the statements therein contained are true.
EVELYN UNDERHILL
Notary Public in and for
Harris County, Texas.
FILED
In the Office of the
Secretary of State of Texas
JAN 14 1995
James B. Chote
Deputy Director, Corporation Division
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE: The name of the corporation is TEXAS OLEFINS TRANSPORTATION
COMPANY.
ARTICLE TWO: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on December 18, 1974, said
amendment being as follows:
Said amendment changing the name of said corporation to TEXAS
PETROCHEMICALS CORPORATION.
The amendment alters or changes Article One of the original Articles of
Incorporation, and said Article is hereby amended to read as follows:
The name of the corporation is TEXAS PETROCHEMICALS CORPORATION.
ARTICLE THREE: The number of shares of the corporation outstanding at the
time of such adoption was 500,000 and the number of shares entitled to vote
thereon was 500,000, there only being one class of stock.
ARTICLE FOUR: The number of shares voted for such amendment was 500,000,
and the number of shares voted against such amendment was none.
ARTICLE FIVE: The holders of all of the shares outstanding and entitled to
vote on said amendment have signed a consent in writing adopting said amendment.
2
ARTICLE SIX: There was no change in the classification of any issued shares
by virtue of said amendment.
ARTICLE SEVEN: There was no change by said amendment in the amount of the
stated capital.
Dated this the 18th day of December, 1974.
TEXAS OLEFINS TRANSPORTATION COMPANY
By DAVE C. SWALM
Dave C. Swalm, President
PATRICK A. BOWERS
Patrick A. Bowers, Secretary
THE STATE OF TEXAS X
COUNTY OF HARRIS X
I, the undersigned authority, a Notary Public, do hereby certify that on
this the 18th day of December, 1974, personally appeared before me Dave C. Swalm
who declared to me he is President of Texas Olefins Transportation Company, and
Patrick A. Bowers, who declared to me he is Secretary of Texas Olefins
Transportation Company, said persons executed the foregoing document and each of
them having been duly sworn, acknowledged that they signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true and correct.
IN WITNESS THEREOF, I have hereunto set my hand and seal of office this the
18th day of December, 1974.
JAMES A. GIRRADEAU
Notary Public in and for
Harris County, Texas
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TEXAS PETROCHEMICALS CORPORATION
Articles of Amendment of the Articles of Incorporation of TEXAS
PETROCHEMICALS CORPORATION, CHARTER NUMBER 335221-0.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation and prior Amendments thereto, to-wit:
ARTICLE ONE
The name of the corporation is TEXAS PETROCHEMICALS CORPORATION.
ARTICLE TWO
The following amendments to the Articles of Incorporation was adopted by
the incorporation on January 16, 1984.
This Amendment amends ARTICLE THREE of the original Articles of
Incorporation of said Corporation and substituted in lieu thereof, a new ARTICLE
THREE in its entirely being as follows:
ARTICLE THREE
3
The purpose for which said Corporation is organized is the transaction of
any or all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
This Amendment amends ARTICLE FOUR of the original Articles of
Incorporation of said Corporation, said ARTICLE FOUR being deleted in its
entirely and the following ARTICLE FOUR is substituted in lieu thereof, to-wit:
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have authority
to issue is TEN MILLION (10,000,000) shares having no par value.
ARTICLE THREE
Before the Amendment, the number of shares outstanding was FIVE HUNDRED
THOUSAND (500,000) shares all of one class, there only being one class of stock,
and the number of shares voted for such amendment is FIVE HUNDRED THOUSAND
(500,000) and the number of shares voted against such Amendment was none.
ARTICLE FOUR
There is no change in the classification of any issued shares by virtue of
said Amendment.
ARTICLE FIVE
There was no change by said Amendment in the amount of the stated capital.
DATED -------------------------, 1984.
TEXAS PETROCHEMICALS CORPORATION
BY John T. Shelton
JOHN T. SHELTON, President
Eugene J. Bohny
EUGENE J. BOHNY, Secretary
THE STATE OF TEXAS X
COUNTY OF HARRIS X
I, the undersigned authority, a Notary Public, do hereby certify that on
this the 29th day of February, 1984, personally appeared before me JOHN S.
SHELTON who declared to me he is President of TEXAS PETROCHEMICALS CORPORATION,
and EUGENE J. BOHNY who declared to me he is Secretary of TEXAS PETROCHEMICALS
CORPORATION, said persons executed the foregoing document and each of them
having been duly sworn, acknowledged that they signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true and correct.
IN WITNESS THEREOF, I have hereunto set my hand and seal of office this the
29th day of February, 1984.
LaNell Cooke
NOTARY PUBLIC IN AND FOR
HARRIS COUNTY, TEXAS
Notary's Printed Name:
La Nell Cooke
My Commission Expires: 7/31/84
FILED
In the Office of the
Secretary of State of Texas
Jan 14 1975
James B. Chote
Deputy Director, Corporation Division
4
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to it Articles of Incorporation:
ARTICLE ONE: The name of the corporation is TEXAS OLEFINS TRANSPORTATION
COMPANY.
ARTICLE TWO: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on December 18, 1974, said
amendment being as follows:
Said amendment changing the name of said corporation to TEXAS
PETROCHEMICALS CORPORATION.
The amendment alters or changes Article One of the original Articles of
Incorporation, and said Article is hereby amended to read as follows:
The name of the corporation is TEXAS PETROCHEMICALS CORPORATION.
ARTICLE THREE: The number of shares of the corporation outstanding at the
time of such adoption was 500,000 and the number of shares entitled to vote
thereon was 500,000, there only being one class of stock.
ARTICLE FOUR: The number of shares voted for such amendment was 500,000,
and the number of shares voted against such amendment was none.
ARTICLE FIVE: The holders of all of the shares outstanding and entitled to
vote on said amendment have signed a consent in writing adopting said amendment.
ARTICLE SIX: There was no change in the classification of any issued shares
by virtue of said amendment.
ARTICLE SEVEN: There was no change by said amendment in the amount of the
stated capital.
Dated this the 18th day of December, 1974.
TEXAS OLEFINS TRANSPORTATION COMPANY
By DAVE C. SWALM
Dave C. Swalm President
PATRICK A. BOWERS
Patrick A. Bowers, Secretary
The STATE OF TEXAS X
COUNTY OF HARRIS X
I, the undersigned authority, a Notary Public, do hereby certify that on
this the 18th day of December, 1974, personally appeared before me Dave C. Swalm
who declared to me he is President of Texas Olefins Transportation Company, and
Patrick A. Bowers, who declared to me he is Secretary of Texas Olefins
Transportation Company, said persons executed the foregoing document and each of
them having been duly sworn, acknowledged that they signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true and correct.
IN WITNESS THEREOF, I have hereunto set my hand and seal of office this the
18th day of December, 1974.
JAMES A. GIRRADEAU
Notary Public in and for
Harris County, Texas
5
FILED
In the Office of the
Secretary of State of Texas
MAR 05 1984
Corporation Section
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TEXAS PETROCHEMICALS CORPORATION
Articles of Amendment of the Articles of Incorporation of TEXAS
PETROCHEMICALS CORPORATION, CHARTER NUMBER 335221-0.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation and prior Amendments thereto, to-wit:
ARTICLE ONE
The name of the corporation is TEXAS PETROCHEMICALS CORPORATION.
ARTICLE TWO
The following amendments to the Articles of Incorporation was adopted by
the incorporation on January 16, 1984.
This Amendment amends ARTICLE THREE of the original Articles of
Incorporation of said Corporation and substituted in lieu thereof, a new ARTICLE
THREE in its entirely being as follows:
ARTICLE THREE
The purpose for which said Corporation is organized is the transaction of
any or all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
This Amendment amends ARTICLE FOUR of the original Articles of
Incorporation of said Corporation, said ARTICLE FOUR being deleted in its
entirely and the following ARTICLE FOUR is substituted in lieu thereof, to-wit:
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have authority
to issue is TEN MILLION (10,000,000) shares having no par value.
ARTICLE THREE
Before the Amendment, the number of shares outstanding was FIVE HUNDRED
THOUSAND (500,000) shares all of one class, there only being one class of stock,
and the number of shares voted for such amendment is FIVE HUNDRED THOUSAND
(500,000) and the number of shares voted against such Amendment was none.
ARTICLE FOUR
There is no change in the classification of any issued shares by virtue of
said Amendment.
ARTICLE FIVE
There was no change by said Amendment in the amount of the stated capital.
DATED -----------------------, 1984.
TEXAS PETROCHEMICALS CORPORATION
6
BY JOHN T. SHELTON
John T. Shelton, President
EUGENE J. BOHNY
Eugene J. Bohny, Secretary
THE STATE OF TEXAS X
COUNTY OF HARRIS X
I, the undersigned authority, a Notary Public, do hereby certify that on
this the 29th day of February, 1984, personally appeared before me JOHN S.
SHELTON who declared to me he is President of TEXAS PETROCHEMICALS CORPORATION,
and EUGENE J. BOHNY who declared to me he is Secretary of PETROCHEMICALS
CORPORATION, said persons executed the foregoing document and each of them
having being duly sworn, acknowledged that they signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true and correct.
IN WITNESS THEREOF, I have hereunto set my hand and seal of office this the
29th day of February, 1984.
LA NELL COOKE
NOTARY PUBLIC IN AND FOR
HARRIS COUNTY, TEXAS
Notary's Printed Name:
La Nell Cooke
My Commission Expires: 7/31/84
FILED
In the Office of the
Secretary of State of Texas
APR 06 1992
Corporations Section
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
TEXAS PETROCHEMICALS CORPORATION
CHARTER NO. 335221-0
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned Corporation adopts the following Articles of
Amendment to its Articles of Incorporation and prior Amendments thereto to-wit:
ARTICLE ONE
The name of the Corporation is: TEXAS PETROCHEMICALS CORPORATION.
ARTICLE TWO
The following Amendments to the Articles of Incorporation were adopted by
the Shareholders of the Corporation on March 16, 1992, by a Statement of
Unanimous Consent, a copy of which is attached hereto as Exhibit "A", so as to:
7
1) Deny preemptive rights; and
2) Prohibit cumulative voting.
ARTICLE THREE
The following Amendments to the Articles of Incorporation are in addition
to the original or amended Articles of Incorporation and the full text of each
Article added to the Articles of Incorporation is as follows:
"ARTICLE TEN
DENIAL OF PREEMPTIVE RIGHTS
"Provisions limiting or denying Shareholders the preemptive right to
acquire additional or treasury shares of the Corporation are:
"No Shareholder shall be entitled, as a matter of right, to subscribe
for, purchase, or receive any shares of stock or any rights or options of
the Corporation which it may issue to sell, whether out of the number of
shares authorized by these Articles of Incorporation or by Amendment
hereof, or out of the shares of stock of the Corporation acquired by it
after the issuance thereof, nor shall any Shareholder be entitled, as a
matter of right, to subscribe for, purchase, or receive any bonds,
debentures, or other securities which the Corporation may issue or sell
that shall be convertible into, or exchangeable for, shares or to which
shall be attached or appertaining any warrant or warrants or other
instrument or instruments that shall confer upon the holder or owner of
such obligations the right to subscribe for, purchase, or receive from the
Corporation any shares of its authorized capital stock, but, in all such
additional issuances of stock, rights, and options, or of bonds,
debentures, or other securities convertible into, exchangeable for, stock
or to which warrants shall be attached or appertain, or which shall confer
upon the holder the right to subscribe for, purchase, or receive any shares
of stock, may be issued, optioned for, and sold or disposed of by the
Corporation pursuant to resolution of its Board of Directors to such
persons, firms, or corporations, and upon such terms as may be lawful and
may to such Board of Directors seem proper and advisable, without first
offering such stock or securities or any part thereof to the Stockholders.
The acceptance of stock in the Corporation shall be a waiver of any
preemptive right or preferential right which, in the absence of this
provision, might otherwise be affected by Shareholders of the Corporation
or any of them.
"ARTICLE ELEVEN
PROHIBITION OF CUMULATIVE VOTING
"At any election of Directors, each Shareholder entitled to vote at such
election shall have the right to vote in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected and
for whose election he has the right to vote, but it is expressly prohibited for
any Shareholder to cumulate his votes by giving one candidate as many votes as
the number of such Directors multiplied by his shares shall equal, or by
distributing such votes on such principal among any such of candidates."
ARTICLE FOUR
The number of shares of the Corporation outstanding at the time of such
adoption was 3,985,000 shares of Common Stock, each without par value, and each
with a stated value of $1.00 per share.
The number of shares entitled to vote thereon was 3,985,000 shares of
Common Stock.
ARTICLE FIVE
The number of shares voted for such Amendments was:
CLASS FOR AGAINST
------- ------- -------
Common 3,985,000 -0-
ARTICLE SIX
The manner in which any exchange, reclassification, or cancellation of
issued shares provided for in this Amendment to the Articles of Incorporation
shall be effected is as follows:
8
None.
ARTICLE SEVEN
The manner in which this Amendment to the Articles of Incorporation effects
a change in the amount of stated capital, and the amount of stated capital as
changed by this Amendment to the Articles of Incorporation, are as follows:
None.
DATED: March 16, 1992.
TEXAS PETROCHEMICALS CORPORATION
By: DAVE C. SWALM
Dave C. Swalm, President
Attest:
La Nell Cooke, Secretary
STATEMENT OF UNANIMOUS CONSENT
OF THE SHAREHOLDERS
(In lieu of Special Meeting of the Shareholders)
OF
TEXAS PETROCHEMICALS CORPORATION
Pursuant to Article 9.10A of the
Texas Business Corporation Act
We, the undersigned, being all of the Common Stockholders entitled to vote
at a meeting of the Shareholders of Texas Petrochemicals Corporation, a Texas
corporation, organized and existing under the laws of the State of Texas
(hereinafter sometimes called the "Corporation"), acting pursuant to Article
9.10A of the Texas Business Corporation Act (hereinafter called the "Act"), do
hereby consent and declare that when all of the Stockholders have signed this
Statement of Unanimous Consent, the following Resolution shall be deemed to be
adopted to the same extent, and to have the same force and effect, as if adopted
at a formal Special Meeting of the Stockholders duly called by the proper
officers of the Corporation for the purpose of transacting the business
hereinafter set forth.
RESOLUTION NO. S-92-03-16-01 -- Approve Amendment to the Articles of
Incorporation
WHEREAS, the Board of Directors of Texas Petrochemicals ("TPC") recommends
that TPC's Articles of Incorporation be amended in the following respects:
1) Deny preemptive rights; and
2) Prohibit cumulative voting.
WHEREAS, it is the opinion of the Board of Directors of TPC that the TPC
Shareholders approve the aforesaid Amendment to its Articles of
Incorporation;
BE IT RESOLVED, that the Shareholders of TPC do hereby approve the
Amendment to the Articles of Incorporation as set forth on Exhibit "A", a
copy of which Amendment was exhibited to the Shareholders, to which
Amendment reference is hereby made; and
BE IT FURTHER RESOLVED, that, the Shareholders of TPC do hereby authorize
and instruct the President of the Corporation, Dave C. Swalm, to execute
and file the Amendment to the Articles of Incorporation of TPC for and on
behalf of the Corporation and as the act and deed of the Corporation; and
BE IT FURTHER RESOLVED, that the Shareholders of TPC do hereby authorize
and instruct the proper officers of the Corporation to take all steps
necessary to carry into effect the foregoing resolution.
RESOLUTION NO. S-92-03-16-02 -- Amend Section 3.2 of the By-Laws
9
WHEREAS, the By-Laws of the Corporation provide that the number of
Directors of the Corporation shall be five; and
WHEREAS, the Board of Directors has recommended that Section 3.2 of the
By-Laws be amended so as to increase the number of Directors from five to seven;
BE IT RESOLVED, that the Stockholders of TPC do hereby authorize and
approve the following Amendment to Section 3.2 of the By-Laws of TPC, so
that said Section 3.2 shall hereafter read as follows:
"3.2" Number; Qualifications
The number of Directors of the Corporation shall be seven (7),
unless and until otherwise determined by a vote of the majority of
the entire Board of Directors. The number of Directors shall not be
less than three (3), unless all of the outstanding shares are owned
beneficially and of record by less than three (3) shareholders, in
which event the number of Directors shall not be less than the
number of Shareholders. None of the Directors need be residents of
the State of Texas nor a Shareholder of the Corporation."
and
BE IT FURTHER RESOLVED, that the Shareholders do hereby authorized and
instruct the proper officers of the Corporation to execute an Amendment to
the By-Laws amending Section 3.2 as hereinabove set forth and a copy of the
Amendment in the minute book of the Corporation.
The undersigned constitute all of the Shareholders of Texas petrochemicals
Corporation entitled to vote on the aforesaid resolutions.
This consent may be executed in one or more parts, all of which together
shall be one and the same instrument.
IN WITNESS WHEREOF, this Statement of Unanimous Consent has been executed
by the following Shareholders this, the 16th day of March, 1992.
NUMBER OF
NAME OF SHAREHOLDER SHARES HELD SIGNATURE
- -------------------- ------------ --------------
Texas Olefins Company 3,200,000 Texas Olefins Company
By: DAVE C. SWALM
Dave C. Swalm
Chairman of Board
and President
Dave C. Swalm 500,000 DAVE C. SWALM
Ronald W. Woliver 120,000 RONALD W. WOLIVER
John T. Shelton 100,000 JOHN T. SHELTON
Eugene J. Bohny 22,000 EUGENE J. BOHNY
Marsha A. Wilder 10,000 MARSHA A. WILDER
La Nell Cooke 10,000 LA NELL COOKE
Mark C. Mendelovitz 10,000 MARK C. MENDELOVITZ
The Swalm Foundation 7,000 The Swalm Foundation
By: DAVE C. SWALM
Dave C. Swalm
Trustee
Terry Harris 3,000 TERRY HARRIS
Clayton R. Stevens 2,000 CLAYTON R. STEVENS
Claude E. Manning 1,000 CLAUDE E. MANNING
------------
TOTAL: 3,985,000
============
10
FILED
In the Office of the
Secretary of State of Texas
July 19 1991
Corporations Section
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
TEXAS PETROCHEMICALS CORPORATION
Charter No. 335221-0
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned Corporation adopts the following Articles of
Amendment to its Articles of Incorporation and prior amendments thereto, to-wit:
ARTICLE ONE
The name of the Corporation is: TEXAS PETROCHEMICALS CORPORATION.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the
Shareholders of the Corporation on July 12, 1991, by a Statement of Unanimous
Consent, a copy of which is attached hereto as Exhibit "A", so as to amend the
purpose clause to authorize the Corporation to trade in future purchases and
sales commodities, commodity options, foreign futures and foreign options,
commodity contracts, and physical commodities, including currencies on margin
and exchanges.
This Amendment amends Article Three of the Articles of Incorporation, as
amended, of said Corporation and substitutes in lieu thereof a new Article Three
in its entirety, being as follows:
"ARTICLE THREE
The purpose for which the Corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act including, but not limited to: trade in future
purchases and sales commodities, commodity options, foreign futures and foreign
options, commodity contracts, and physical commodities, including currencies on
margin and exchanges."
ARTICLE THREE
The number of shares of the Corporation outstanding at the time of such
adoption was 3,987,000 shares of Common Stock, each without par value, and with
a stated value of $1.00 per share.
The designation and number of outstanding shares of each class entitled to
vote thereon as a class were as follows:
Number of Shares Voted
CLASS FOR AGAINST
--------- ------- -------
Common 3,987,000 -0-
ARTICLE FOUR
The holders of all the shares outstanding and entitled to vote on said
amendment have signed a consent in writing, pursuant to Article 9.10A, adopting
said amendment, and any written notice required by Article 9.10A has been given.
ARTICLE FIVE
There is no change in classification of any issued shares by virtue of said
amendment.
ARTICLE SIX
11
There was no change by said amendment in the amount of stated capital.
DATED: July 12, 1991.
TEXAS PETROCHEMICALS CORPORATION
By: JOHN T. SHELTON
John T. Shelton
Executive Vice President
Attest:
LA NELL COOKE
La Nell Cooke, Secretary
STATEMENT OF UNANIMOUS CONSENT
OF THE SHAREHOLDERS
(In lieu of Special Meeting of the Shareholders)
OF
TEXAS PETROCHEMICALS CORPORATION
Pursuant to Article 9.10A of the
Texas Business Corporation Act
We, the undersigned, being all of the Shareholders entitled to vote at a
meeting of the Shareholders of Texas Petrochemicals Corporation, a Texas
corporation, organized and existing under the laws of the State of Texas
(hereinafter sometimes called the "Corporation"), acting pursuant to Article
9.10A of the Texas Business Corporation Act (hereinafter called the "Act"), do
hereby consent and declare that when all of the Shareholders have signed this
Statement of Unanimous Consent, the following Resolution shall be deemed to be
adopted to the same extent, and to have the same force and effect, as if adopted
at a formal Special Meeting of the Shareholders duly called by the proper
officers of the Corporation for the purpose of transacting the business
hereinafter set forth.
RESOLUTION No. S-91-07-12-01 -- Approve Amendment to the Articles of
Incorporation Changing the Purpose Clause
WHEREAS, the Board of Directors of Texas Petrochemicals ("TPC") have
recommended and approved the Amendment to the Articles of Incorporation of TPC,
so as to enlarge the purpose clause; and
WHEREAS, it is the opinion of the Board of Directors of TPC that it
recommend to its Shareholders the option and approval of an amendment to the
Articles of Incorporation of TPC, so as to enlarge its purposes clause; and
WHEREAS, the Shareholders have determine it is in their best interest and
the best interest of the Corporation that the Articles of Amendment to the
Articles of Incorporation of TPC enlarging its purpose clause be approved and
performed;
BE IT RESOLVED, that the Shareholders of TPC hereby adopt and approve the
Articles of Amendment to the Articles of Incorporation, as amended, of TPC,
pursuant to which Article Three of Articles of Incorporation, as amended,
of TPC shall hereafter be stated as follows:
"ARTICLE THREE
The purpose for which the Corporation is organized is the transaction
of any and all lawful business for which corporations may be incorporated
under the Texas Business Corporation Act including, but not limited to:
trade in future purchases and sales commodities, commodity options, foreign
futures and foreign options, commodity contracts, and physical commodities,
including currencies on margin and exchanges."
and
BE IT FURTHER RESOLVED, that the Shareholders of TPC do hereby authorize
and instruct the Board of Directors and Officers of TPC, for and on behalf
of TPC, to take all action and execute and
12
file all documents that are necessary or convenient to carry out and
perform the amendment to the Articles of Incorporation of TPC, as
hereinabove set forth.
The undersigned constitute all the Shareholders of Texas Petrochemicals
Corporation entitled to vote on the action.
This consent may be executed in one or more parts, all of which together
shall be one and the same instrument.
NUMBER OF
DATE NAME OF SHAREHOLDER SHARES HELD SIGNATURE
- ------ ---------------------- ----------
7/12/91 Texas Olefins Company 3,200,000 Texas Olefins Company
By: DAVE C. SWALM
Dave C. Swalm
Chairman of the
Board
and President
7/12/91 Dave C. Swalm 500,000 DAVE C, SWALM
7/12/91 John T. Shelton 100,000 JOHN T. SHELTON
7/12/91 Ronald W. Woliver 120,000 RONALD W. WOLIVER
7/12/91 Eugene J. Bohny 22,000 EUGENE J. BOHNY
7/12/91 La Nell Cooke 10,000 LA NELL COOKE
7/12/91 Mark C. Mendelovitz 10,000 MARK C. MENDELOVITZ
7/12/91 Marsha A. Wilder 10,000 MARSHA A. WILDER
7/12/91 The Swalm Foundation 7,000 The Swalm Foundation
By: DAVE C. SWALM
Dave C. Swalm
Trustee
7/12/91 Terry Harris 3,000 TERRANCE B. HARRIS
7/12/91 Clayton R. Stevens 2,000
7/12/91 Tom Grimsrud 2,000
7/12/91 Claude E. Manning 1,000 CLAUDE E. MANNING
------------
TOTAL: 3,987,000
============
FILED
In the Office of the
Secretary of State of Texas
AUG 17 1988
Corporations Section
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
TEXAS PETROCHEMICALS CORPORATION
Articles of Amendment to the Articles of Incorporation of Texas
Petrochemicals Corporation, Charter No. 335221-0.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation and prior Amendments thereto, to-wit:
ARTICLE ONE
The name of the corporation is Texas Petrochemicals Corporation.
ARTICLE TWO
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The following amendment to the Articles of Incorporation was adopted by the
Shareholders of the Corporation on August 16, 1988, so as to add a new Article
No. Nine thereto.
The amendment is an addition to the original or amended Articles of
Incorporation and the full text of each provision added is as follows:
ARTICLE NINE
INDEMNIFICATION OF DIRECTORS
"A director of the Corporation shall not be liable to the Corporation or
its shareholders for monetary damages for any act or omission in the
director's capacity as a director, except that this Article Nine does not
eliminate or limit the liability of a director for:
(a) a breach of a director's duty of loyalty to the Corporation or its
shareholders;
(b) an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law;
(c) a transaction for which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the
scope of a director's office;
(d) an act or omission for which the liability of a director is
expressly provided for by statute; or
(e) an act related to the unlawful stock purchase or payment of a
dividend.
If the Texas Miscellaneous Corporation Laws Act or the Texas Business
Corporation Act, as amended, further eliminates or limits the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by such
statute, as so amended. Any repeal or modification of the foregoing
provisions of this Article Nine shall not adversely affect any right of
protection of a director of the Corporation existing at the time of such
repeal of modification."
ARTICLE THREE
The number of shares of the corporation outstanding at the time of such
adoption was 4,000,000 shares of common stock each with a par value of $1.00 per
share; and the number of shares entitled to vote thereon was 1,000,000 shares of
common stock.
ARTICLE FOUR
The number of shares voted for such amendment was 4,000,000; and the number
of shares voted against such amendment was - 0 -.
ARTICLE FIVE
There is no change to the classification of any issued shares by virtue of
said amendment.
ARTICLE SIX
There was no change by said amendment in the amount of stated capital.
Dated: August 16, 1988.
TEXAS PETROCHEMICALS CORPORATION
By: JOHN T. SHELTON
John T. Shelton, President
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By: LANELL COOKE
LaNell Cooke, Secretary
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