EXHIBIT 3.19
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TESORO ALASKA PETROLEUM COMPANY
Tesoro Alaska Petroleum Company, a corporation organized under and
existing by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That by the written consent of all members of the Board of
Directors of Tesoro Alaska Petroleum Company, dated September 11, 1998, and
filed with the minutes of proceedings of said Board of Directors, the Board of
Directors of said corporation duly adopted a resolution proposing and declaring
advisable a certain amendment to the Certificate of Incorporation of said
corporation, and directing that such amendment be submitted for consideration to
the shareholder of said corporation. The resolution of the Board of Directors
setting forth the proposed amendment is as follows:
RESOLVED, that the Board of Directors declares it advisable and proposes
that Article 1 of the Certificate of Incorporation of Tesoro
Alaska Petroleum Company be amended so as to read in its entirety
as follows:
"The name of the Corporation is Tesoro Alaska Company."
SECOND: That by the written consent of the sole shareholder of said
corporation dated September 11, 1998, and filed with the minutes of proceedings
of said shareholder, the shareholder voted in favor of said 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 will not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said Tesoro Alaska Petroleum Company has caused this
certificate to be signed by Bruce A, Smith, its Chairman of the Board of
Directors, and attested by James C. Reed, Jr., its Executive Vice President and
Secretary, this 11th day of September, 1998.
TESORO ALASKA PETROLEUM TESORO ALASKA PETROLEUM
COMPANY COMPANY
CORPORATE SEAL
DELAWARE
/s/ Bruce A. Smith
--------------------------------------
Bruce A. Smith
Chairman of the Board of Directors
ATTEST:
/s/ James C. Reed, Jr.
- ------------------------------------------
James C. Reed, Jr.
Executive Vice President and Secretary
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
TESORO-ALASKAN PETROLEUM COMPANY
Tesoro-Alaskan Petroleum Company, a corporation organized under and
existing by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That by the written consent of all members of the Board of
Directors of Tesoro-Alaskan Petroleum Company dated December 31, 1978, and filed
with the minutes of proceedings of said Board of Directors, the Board of
Directors of said corporation duly adopted resolutions proposing and declaring
advisable a certain amendment to the Certificate of Incorporation of said
corporation, and directing that such amendment be submitted for consideration to
the shareholder of said corporation. The resolutions of the Board of Directors
setting forth the proposed amendment is as follows:
RESOLVED, that the Board of Directors declares it advisable and proposes
that Article I of the Certificate of Incorporation of Tesoro-Alaskan
Petroleum Company be amended so as to read in its entirety as follows:
"The name of the Corporation is TESORO ALASKA PETROLEUM
COMPANY."
SECOND: That by the written consent of all of the shareholders of said
corporation dated December 31, 1978, and filed with the minutes of proceedings
of said shareholders, the shareholders unanimously
voted in favor of said 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 will not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said Tesoro-Alaskan Petroleum Company has caused
this certificate to be signed by Dennis F. Juren, its President, and attested by
James C. Reed, Jr., its Assistant Secretary, this 31st day of December, 1978.
TESORO-ALASKAN PETROLEUM COMPANY
By: /s/ Dennis F. Juren
-----------------------------------
President
CORPORATE SEAL
ATTEST:
By: /s/ James C. Reed, Jr.
---------------------------------
Assistant Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TESORO-ALASKAN PETROLEUM CORPORATION
Tesoro-Alaskan Petroleum Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of Delaware, by its
Vice President and its Assistant Secretary does hereby certify:
By unanimous written consent of the holder of all the outstanding stock
of the Corporation, the following resolution was duly adopted on March 7, 1975,
without a stockholders' meeting, pursuant to Section 242 & Section 228 of the
General Corporation Law of Delaware:
RESOLVED, that Article I of the Certificate of Incorporation be and
hereby is amended to read as follows: The name of the
Corporation is TESORO-ALASKAN PETROLEUM COMPANY.
In witness whereof, the Corporation has caused its corporate name to be
subscribed by its Vice President and duly attested by its Assistant Secretary on
this 17th day of March, 1975.
ATTEST: TESORO-ALASKAN PETROLEUM
CORPORATION
/s/ * By: /s/ Dean M. Bloyd
- --------------------------------------------- ---------------------------------
Assistant Secretary Dean M. Bloyd
Vice President
* name illegible
TESORO-ALASKAN PETROLEUM CORPORATION
Certificate of Incorporation
THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of' Delaware, does hereby certify as follows:
ARTICLE I
The name of the Corporation is Tesoro-Alaskan Petroleum
Corporation.
ARTICLE II
The registered office of the Corporation in the State of
Delaware is located at No. 100 West 10th Street, in the City of Wilmington,
County of New Castle. The name and address of the Corporation's registered agent
is The Corporation Trust Company, No. 100 West 10th Street, Wilmington,
Delaware.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares
of Common Stock and the par value of each such share is $1.00.
ARTICLE V
The amount of the authorized stock of the Corporation of any
class or classes may be increased or decreased by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to vote.
ARTICLE VI
Except as otherwise provided by statute, any action which might
have been taken by a vote of the stockholders at a meeting thereof (including
any action under Articles V, VII and VIII hereof) may be taken with the written
consent of such of the holders of stock who would have been entitled to vote
upon the action if a meeting were held as have not less than the minimum
percentage of the total vote required for the proposed corporate action by
statute, this Certificate of Incorporation or the By-laws of the Corporation, as
may be applicable (but in the case of the election of a director or directors,
not less than a majority of the stock of the Corporation entitled to vote);
provided that prompt notice shall be given to all stockholders of the taking of
such corporate action without a meeting if less than unanimous written consent
is obtained.
ARTICLE VII
Elections of directors need not be by ballot unless
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the By-laws of the Corporation shall so provide. Any director may be removed
from office either with or without cause at any time by the affirmative vote of
stockholders of record holding a majority of the outstanding shares of the stock
of the Corporation entitled to vote, given at a meeting of the stockholders
called for that purpose (or as provided in Article VI above).
ARTICLE VIII
In furtherance and not in limitation of the power conferred upon
the Board of Directors by law, the Board of Directors shall have power to make,
adopt, alter, amend and repeal from time to time 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 Board of Directors.
ARTICLE IX
The incorporator of the Corporation is Bernard E. Kury, whose
mailing address is Room 4500, 140 Broadway, New York, New York 10005.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
July, 1969.
/s/ Bernard E. Kury
------------------------------------
Bernard E. Kury
In the Presence of:
/s/ Clive Chandler
- ------------------------------------
Clive Chandler
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