EXHIBIT 3.23
CERTIFICATE OF INCORPORATION
OF
TESORO HYDROCARBONS COMPANY USA
1. The name of the corporation is:
TESORO HYDROCARBONS COMPANY USA
2. The address of its registered offices in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of its registered agent
at such address if The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
Delaware.
4. The total number of shares of all classes of stock which
the corporation shall be authorized to issue is one thousand (1,000)
shares of common stock, $1.00 par value.
5. A director of the corporation is not liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except that this article does not
eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the General Corporation Law of Delaware; or (iv) for any
transaction from which the director derived an improper personal
benefit.
6. The board of directors is authorized to make, alter or
repeal the by-laws of the corporation. Election of directors need not
be by written ballot.
7. The name and mailing address of the incorporator is:
M. A. Brzoska
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19901
I, the undersigned, as incorporator and for the purpose of forming a
corporation pursuant to the General Corporation Law of Delaware, do make this
certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand this
10th day of June, 1999.
/s/ M.A. Brzoska
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M. A. Brzoska
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
TESORO HYDROCARBONS COMPANY USA
Tesoro Hydrocarbons Company USA, 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 Hydrocarbons Company USA, dated July 6, 2001, 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
Hydrocarbons Company USA be amended so as to read in its entirety as
follows:
"The name of the corporation is Tesoro Aviation Company."
SECOND: That by written consent of the sole shareholder of said
corporation dated July 6, 2001, 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 Sate 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 Hydrocarbons USA has caused this
certificate to be signed by Bruce A. Smith, its President, and attested by James
C. Reed, Jr., its Executive Vice President, General Counsel and Secretary, this
6th day of July, 2001.
ATTEST: Tesoro Hydrocarbons Company USA
/s/ James C. Reed, Jr. /s/ Bruce A. Smith
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James C. Reed, Jr. Bruce A. Smith
Executive Vice President President
General Counsel and Secretary