EXHIBIT 3.17
CERTIFICATE OF INCORPORATION
OF
QUAKER STATE MINIT-LUBE, INC.
FIRST. The name of the corporation is Quaker State Minit-Lube, Inc.
SECOND. The address of its registered office in the State of Delaware is
1209 Orange Street, City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust Company.
THIRD. The Corporation is organized under the provisions of the General
Corporation Law of Delaware and shall have unlimited power to engage in and do
any lawful act concerning any or all lawful business for which corporations may
be incorporated under the General Corporation Law of Delaware.
FOURTH. The total number of shares of capital stock which the Corporation
shall have authority to issue is 5,000 shares of Common Stock. The par value of
all shares shall be $1 per share.
FIFTH. The name and mailing address of the incorporator is as follow:
Name Mailing Address
---- ---------------
Herbert P. Butcher 255 Elm Street
Oil City, Pennsylvania 16301
SIXTH. The names and addresses of the persons who are to serve as
directors until the first annual meeting of the stockholders or until their
successors are elected and qualify, are as follows:
Name Mailing Address
---- ---------------
Roger A. Markle 255 Elm Street
Oil City, Pennsylvania 16301
Quentin E. Wood 255 Elm Street
Oil City, Pennsylvania 16301
John P. Pearson 255 Elm Street
Oil City, Pennsylvania 16301
Enes "Sam" Alacano 150 East 9th South
Salt Lake City, Utah 84111
George D. Morgan 150 East 9th South
Salt Lake City, Utah 84111
David L. Reynolds 150 East 9th South
Salt Lake City, Utah 84111
William G. Gee 150 East 9th South
Salt Lake City, Utah 84111
SEVENTH. The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating powers of the Corporation
and its directors and stockholders:
(a) Elections of directors need not be by written ballot unless
the by-laws of the Corporation shall so provide.
(b) The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of
Incorporation, and to merge, sell its assets and take other
corporate action, to the extent and in the manner now or
hereafter permitted or prescribed by statute, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
(c) In furtherance and not in limitation of the power conferred
upon the directors by law, the directors shall have power to
make, adopt, alter, amend and repeal, from time to time, the
by-laws of the Corporation, subject to the right of the
stockholders entitled to vote with respect thereto to alter
and repeal by-laws made by the directors.
THE UNDERSIGNED, Herbert P. Butcher, being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, does make this Certificate of
Incorporation, hereby declaring and certifying that this is the act and deed of
the incorporator and the facts herein stated are true, and accordingly the
undersigned has duly executed this Certificate of Incorporation this 6th day of
September, 1985.
/s/ Herbert P. Butcher, Jr.
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Herbert P. Butcher, Jr.
2
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
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. QUAKER STATE MINIT-LUBE, INC.
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
. FIRST: That at a meeting of the Board of Directors of QUAKER STATE
MINIT-LUBE, INC. held November 19, 1993, resolutions were duly adopted
setting forth a proposed amendment of the Certificate of Incorporation of
said corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of said corporation for consideration thereof.
The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as
amended, said Article shall be and read as follows:
"The name of the corporation is Q Lube, Inc."
. SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called
and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendment.
. THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
. FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
. IN WITNESS WHEREOF, said QUAKER STATE MINIT-LUBE, INC. has caused this
certificate to be signed by Jeffrey J. O'Neill, its President, and George
D. Morgan, its Secretary, this 8th day of December, 1993.
BY: /s/ Jeffrey J. O'Neill
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President
ATTEST: /s/ George D. Morgan
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Secretary