1
EXHIBIT 3.19
CERTIFICATE OF INCORPORATION
OF
KWIK-FIL, INC.
UNDER SECTION 402 OF THE
BUSINESS CORPORATION LAW
* * * * * *
THE UNDERSIGNED, of the age of eighteen years or over, for the purpose of
forming a corporation pursuant to Section 402 of the Business Corporation Law of
New York, does hereby certify:
FIRST: The name of the corporation is KWIK-FIL, INC.
SECOND: The purposes for which it is formed are:
To establish and maintain an oil, gas or other mineral business or
businesses, and to refine, market and distribute oil, gas, hydrocarbons,
petroleum and all of their products; to locate, purchase, lease, sub-lease,
acquire by grant, concession or other means, develop or otherwise acquire and
sell, mortgage or otherwise dispose of lands containing or believed to contain
petroleum, oil or natural gas, or any of them, and any interests therein, and to
drill or prospect for or produce the same; to purchase, lease or otherwise
acquire, and to sell, mortgage or otherwise dispose of developed or producing
oil and gas properties or the products of such oil or gas properties; to
purchase, produce, refine, sell and distribute petroleum and all of the products
and by-products thereof; to buy, sell, or otherwise dispose of, and manufacture
all kinds of oil, gasoline, lubricants, greases, waxes
2
and all other products and by-products of petroleum; to produce, deal in and
sell natural gas.
To buy, construct, erect and maintain buildings, machinery, vessels, pipe
lines, terminals, tanks and all other structures, facilities and appliances for
the purchase, sale, manufacture, storage, transportation and handling of
petroleum, its products, oils, gases and other fluids and substances.
To carry on in connection with any and all of the purposes of the
corporation, the business of owning, leasing and operating filling stations,
service stations, garages and repair shops, and buying, selling and dealing in
and with goods, wares, merchandise and commodities customarily handled at
filling stations, service stations, garages and repair shops.
THIRD: The office of the corporation is to be located in the Village of
Lakewood, County of Chautauqua and State of New York.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is fifty(50) of the par value of One Hundred Dollars
($100.00) each.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address to which the Secretary of State shall mail a copy of any process
against the corporation served upon him is: KWIK-FIL, INC., c/o w. M. Petre, 104
Chautauqua Avenue, Lakewood, New York 14750.
3
SIXTH: The tax year for the corporation shall end on Decanter 31st.
IN WITNESS WHEREOF, I have made and signed this certificate the 28th day
of December, 1978, and I affirm the statements contained therein as true under
penalties of perjury.
/s/ Clive L. Wright, Jr.
------------------------------------
Clive L. Wright, Jr.
P.O. Box 1198
525 Fairmount Avenue, W. E.
Jamestown, New York 14701
STATE OF NEW YORK :
: SS:
COUNTY OF CHAUTAUQUA:
On the 28th day of December, in the year Nineteen Hundred and
Seventy-eight, before me personally came ---CLIVE L. WRIGHT, JR.---, to me
known and known to me to be the individual described in and who executed the
foregoing Certificate, and he duly acknowledged to me that he executed the same.
/s/ Rochelle M. Giambrone
-------------------------
Notary Public
ROCHELLE M. GIAMBRONE, #4501716
Notary Public State of New York
Qualified in Chautauqua County
My Commission expires March 30, 1979