EXHIBIT 3.29
ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAME
(Section 415-61, Hawaii Revised Statutes)
The undersigned, duly authorized officers of the corporation submitting
these Articles of Amendment certify as follows:
1. The present name of the corporation is: BHP Petroleum Americas Refining
Inc.
2. The name of the corporation is changed to: Tesoro Hawaii Corporation
3. Total number of shares outstanding is: 500
4. If adoption of the amendment to change the corporate name was at a
meeting, complete the following:
The meeting of the shareholders was held on .
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Class/Series Number Voting for Amendment Number Voting Against Amendment
---------- ---------- ----------
5. If adoption of the amendment to change the corporate name was by
unanimous written consent of the shareholders, complete the following:
By written consent dated May 29, 1998, the shareholders unanimously
adopted the amendment to change the corporate name.
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.
Witness our hands this 29th day of May, 1998.
James C. Reed, Jr. Charles L. Magee
Executive Vice President Vice President, General Counsel
and Assistant Secretary
/s/ James C. Reed, Jr. /s/ Charles L. Magee
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ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAME
(Section 415-61, Hawaii Revised Statutes)
The undersigned, duly authorized officers of the corporation submitting
these Articles of Amendment certify as follows:
1. The present name of the corporation is: Hawaiian Independent Refinery,
Inc.
2. The name of the corporation is changed to: BHP Petroleum Americas
Refining Inc.
3. Total number of shares outstanding is: 500 common shares
4. If adoption of the amendment to change the corporate name was at a
meeting, complete the following:
The meeting of the shareholders was held on N/A .
---------------------------
Class/Series Number Voting for Amendment Number Voting Against Amendment
---------- ---------- ----------
5. If adoption of the amendment to change the corporate name was by
unanimous written consent of the shareholders, complete the following:
By written consent dated January 4, 1993, the shareholders unanimously
adopted the amendment to change the corporate name.
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.
Witness our hands this 8 day of February, 1993.
Thomas E. Pyle Terry N. Yoshinaga
Vice President-Finance Secretary
and Treasurer
/s/ Thomas E. Pyle /s/ Terry Yoshinaga
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IN THE DEPARTMENT OF REGULATORY AGENCIES
STATE OF HAWAII
IN THE MATTER OF THE INCORPORATION )
)
)
)
HAWAIIAN INDEPENDENT REFINERY, INC. )As Amended To
July 11, 1979
ARTICLES OF INCORPORATION
The undersigned parties intending to organize a corporation
under the laws of the State of Hawaii relating to corporations and to obtain the
rights and benefits conferred by law upon corporations, hereby adopt these
Articles of Incorporation, the terms whereof it is agreed shall be equally
binding upon them and upon all others who from time to time become members of
the corporation and hold stock therein.
ARTICLE I
The name of the corporation is:
HAWAIIAN INDEPENDENT REFINERY, INC.
ARTICLE II
The principal office and place of business of the corporation shall be
at 1060 Bishop Street, Honolulu, Hawaii 96813.
ARTICLE III
The purposes for which this corporation is organized are the following:
(a) To acquire rights to establish and operate or cause to be
established or operated a crude oil refinery to be located in the Pacific area
in or outside of a foreign-trade zone; to construct, finance and operate or
cause to be constructed, financed and operated a crude oil refinery, pipelines,
terminal storage facilities, tank farms, peripheral equipment and installations
of all types; to arrange for crude oil supplies and for the sale of refinery
products directly or through distributors or both; and to obtain Federal and
State permits, licenses and quotas and to perform all acts and services
necessary for these objectives;
(b) To produce, manufacture, refine, buy, sell, exchange, deal, store
and transport, natural resources and energy therefrom including crude oil and
natural gas and all their products, solar energy, electrical energy and all
other forms of energy and all materials used in such business and transact all
other business collateral thereto;
(c) To buy or otherwise acquire, own, use, improve, develop, subdivide,
mortgage, lease or take on lease, sell, convey and in any and every other manner
deal in and with or dispose of real estate, buildings, other improvements,
easements and appurtenances to real estate, and personal property and minerals,
of every kind or any estate or interest therein of any tenure or description, to
the fullest extent permitted by law;
(d) To carry on and conduct a general contracting, engineering and
subcontracting business including the designing, planning, constructing of
buildings and other structures, public improvements, roadways and highways; to
engage in building, fabrication and construction work of all kinds, and to
manufacture and furnish the building materials and supplies connected therewith;
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(e) To buy, acquire, deal in and sell securities of every kind
whatsoever, including its-own capital stock and the stocks of other
corporations, and to buy, sell, distribute, deal in, produce, manufacture,
process and prepare any and all kinds of goods, products, commodities, wares and
merchandise;
(f) To promote, cause to be organized, finance and aid by loan, subsidy,
guaranty or otherwise, any corporation, association, partnership, syndicate,
entity, person, or governmental, municipal or public authority, domestic or
foreign located in or organized under the laws of any authority in any part of
the world, any security of which is held directly or indirectly by or for the
corporation, or in the business, financing or welfare of which the corporation
shall have any interest; and in connection therewith to guarantee or become
surety for the performance of any undertaking or obligation of any of the
foregoing, and to guarantee by endorsement or otherwise the payment of the
principal or interest or dividends on, any security, and generally to do any act
or things designed to protect, preserve, improve or enhance the value of any
such security;
(g) To guarantee the performance, or to undertake and agree to perform
any covenant, condition, undertaking or agreement contained in any mortgage,
deed, deed of trust, lease, guaranty, or other obligation to which it may or may
not be a party; to guarantee any dividends or bonds, or contracts, or other
obligations, and to act as surety on any bond;
(h) To undertake and carry on any business, investment, transaction,
venture or enterprise which may be lawfully undertaken or carried on by a
corporation and any business whatsoever which may seem to the corporation
convenient or suitable to be undertaken whereby directly or indirectly to
promote any of its general purposes or interests or render more valuable or
profitable any of its property, rights, interests, or enter-
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prises; to acquire by purchase, lease or otherwise the property, rights,
franchises, assets, business and goodwill of any person, firm association,
partnership or corporation engaged in or authorized to conduct any business or
undertaking which may be carried on by this corporation or possessed of any
property suitable or useful for any of its own purposes, and carry on the same,
and undertake all or any part of the obligations and liabilities in connection
therewith, on such terms and conditions and for such consideration as may be
agreed upon, and to pay for the same either all or partly in cash, stocks,
bonds, debentures, or other forms of assets and securities, either of this
corporation or otherwise; and to effect any such acquisition or carry on any
business authorized by these Articles of Incorporation, either by directly
engaging therein or indirectly by acquiring the shares, stocks, or other
securities of such other business or entity, and holding and voting the same and
otherwise exercising and enjoying the rights and advantages incident thereto.
2. And in furtherance of said purposes, the corporation shall also have
the following powers:
(a) To have succession by its corporate name in perpetuity; to sue and
be sued in any court; to make and use a common seal and to alter the same at its
pleasure; to hold, purchase and convey such property as the purposes of the
corporation shall require, without limit as to amount, and to mortgage the same
to secure any debt of the corporation; to appoint such subordinate officers or
agents as the business of the corporation shall require; to make and adopt, from
time to time amend or repeal bylaws not inconsistent with any existing law for
the management of its properties, the election and removal of its officers and
regulation of its affairs and the transfer of its stock and for all other
purposes permitted by law;
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(b) To borrow money or otherwise incur indebtedness with or without
security and to secure any indebtedness by deed of trust, mortgage, pledge,
hypothecation or other liens upon all or any part of the real or personal
property of the corporation and to execute bonds, promissory notes, bills of
exchange, debentures or other obligations or evidence of indebtedness of all
kinds, whether secured or unsecured, and to owe debts in an amount which may at
any time be in excess of its capital stock;
(c) To purchase on commission or otherwise subscribe for, bold, own,
sell on commission or otherwise, acquire or dispose of and generally to deal in
stocks, scrips, bonds, notes, debentures, commercial papers, obligations and
securities, including, so far as, permitted by law, its own issued share of
capital stock or other securities, and also any other securities, or evidences
of indebtedness whatsoever, or any interest therein, and while the owner of the
same to exercise all the rights, powers and privileges of ownership;
(d) To draw, make, accept, endorse, assign, discount, execute and issue
all such bills of exchange, bills of lading, promissory notes, warrants and
other instruments to be assignable, negotiable or transferable by delivery or to
order, or otherwise, as the business of the corporation shall require;
(e) To enter into partnership contracts (as a general partner or as a
limited partner) with any other person or persons (natural or corporate), to
enter into agreements of joint venture with any such natural or corporate person
or persons, and to enter into and perform contracts, undertakings and
obligations of every kind and character to the same extent as if this
corporation were a natural person;
(f) To promote, assist, subscribe or contribute to any association,
organization, society, company, institution or object, charitable or otherwise,
calculated to benefit the corpo-
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ration or any persons in its employ or having dealings with the corporation or
deemed to before the common public welfare;
(g) To become a party to and effect a merger or consolidation with
another corporation or other corporations and to enter into agreements and
relationships not in contravention of law with any persons, firms or
corporations and to enter into agreements and relationships not in contravention
of law with any persons, firms or corporations;
(h) To do all or any of the above things in any part of the world,
directly or indirectly, and as principal, agent, factor, contractor or
otherwise, and by or through trustees, agents or otherwise, and either alone or
in conjunction with others.
3. The enumeration therein of the objects and purposes of this
corporation shall be constructed as powers as well as objects and purposes and
shall be liberally construed both as to purposes and powers and shall not be
deemed to exclude by inference any powers, objects or purposes which this
corporation is empowered to exercise, whether expressly by force of the laws of
the State of Hawaii now or hereafter in effect, or impliedly by the reasonable
construction of said laws.
ARTICLE IV
1. The authorized capital stock of the corporation shall be five hundred
(500) shares of common stock of no par value. The corporation shall have the
privilege of subsequent extension of its capital from time to time in the manner
provided by law by the issuance of either common stock or preferred stock or
both to an amount not exceeding one million shares (1,000,000).
2. The Board of Directors is empowered to authorize and issue additional
shares of stock and to determine the con-
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sideration and the terms and conditions upon which such shares with or without
par value, 'may be issued, and what portion, if any, is paid-in surplus, subject
to the applicable provisions of these Articles and of law.
3. The corporation shall have power from time to time to create
additional classes of stock with such preferences, voting powers, restrictions
and qualifications thereof as shall be fixed in the resolution authorizing the
issuance thereof in accordance with law. The Board of Directors is authorized to
determine the terms and conditions upon which and the persons to whom authorized
and unissued shares may be issued and sold.
4. No holder of the shares of stock of any class shall have any
preemptive or preferential right of subscription for or to purchase any shares
of any class of stock or other securities of the corporation whether now or
hereafter authorized, other than such right or rights, if any, as the Board of
Directors, in its discretion, from time to time may determine.
ARTICLE V
1. The officers of the corporation shall be a president and chief
executive officer, one or more vice presidents, a secretary and a treasurer, who
shall be appointed by the Board of Directors as prescribed by the bylaws. There
may also be a chairman of the board, a controller, a general counsel and such
other officers and assistant officers as may be deemed desirable. The officers
need not be stockholders, except as may otherwise be provided in the bylaws of
the corporation. The same person may hold at the same time two or more offices
and also be a director.
2. The Board of Directors shall be of not less than three members, who
need not be stockholders, except as may otherwise be provided by the bylaws. The
directors shall be elected or appointed and any vacancies at any time occurring
in the Board
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of Directors shall be filled by the stockholders or the Board of Directors or
any thereof in such manner and for such terms as the bylaws may prescribe.
3. The first officers and directors of HAWAIIAN INDEPENDENT REFINERY, INC.
are:
JAMES F. GARY President and Chief Executive Officer and Director
1060 Bishop Street
Honolulu, Hawaii
JEROME A. REHBERG Executive Vice President
1060 Bishop Street
Honolulu, Hawaii
ALAN S. HOLZMAN Senior Vice President - Finance
1060 Bishop Street
Honolulu, Hawaii
WILLIAM F. MURDY Senior Vice President - Operations
1060 Bishop Street
Honolulu, Hawaii
LEWIS N. LEVY Vice President - Refinery Operations
1060 Bishop Street
Honolulu, Hawaii
LOWELL E. MEE Vice President and Treasurer
1060 Bishop Street
Honolulu, Hawaii
MARIO A. ROBERTI Vice President and General Counsel
1060 bishop Street
Honolulu, Hawaii
MICHAEL L. LEVINE Controller
1060 Bishop Street
Honolulu, Hawaii
DAVID C. VAUGHAN Secretary
1060 Bishop Street
Honolulu, Hawaii
WALTER CHUCK Director
Chuck & Pai
1022 Bethel St., Suite 202
Honolulu, Hawaii 96813
HENRY B. CLARK, JR. Director
Castle & Cooke, Inc.
P.O. Box 2990
Honolulu, Hawaii 96802
GILBERT E. COX Director
Alexander & Baldwin, Inc.
P.O. Box 3440
Honolulu, Hawaii 96801
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HARRY E. HOWELL Director
DeWitt, Pepper & Howell
1010 Vermont Ave., Suite 917
Washington, D.C. 20005
SHERIDAN C. F. ING Director
Sheridan Ing Corporation
130 Merchant St., Suite 1908
Honolulu, Hawaii 96813
MAX R. LENTS Director
Miller & Lents, Ltd.
2318 Bank of the Southwest Bldg.
Houston, Texas 77002
FRED B. SMALES
Cyprus Hawaiian Cement Corp. Director
700 Bishop St., Suite 610
Honolulu, Hawaii 96813
CHARLES M. STOCKHOLM Director
100 Alamos Road
Portola Valley, California 94025
JAMES C. STOPFORD Director
4999 Kahala Avenue, #425
Honolulu, Hawaii 96815
4. All the powers and authority of the corporation shall be vested in and
may be exercised by the Board of Directors except as otherwise provided by law,
these Articles of Incorporation or the bylaws of the corporation; and in
furtherance and not in limitation of said general powers, the Board of Directors
shall have powers to acquire and dispose of property; fix the salaries or
compensation of any or all of its officers, agents and employees and in its
discretion require the security of any of them for the faithful performance of
any of their duties; declare dividends in accordance with law when it shall deem
it expedient; make rules and regulations not inconsistent with law or these
Articles of Incorporation or the bylaws for the transaction of business; incur
indebtedness as may be deemed necessary, which indebtedness may exceed the
amount of the corporation's capital stock; create such committees (including an
executive committee) and designate as members of such committees such persons as
it shall determine, and confer upon such committees
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such powers and authority as may by resolution be set forth for the purpose of
carrying on or exercising any of the powers of the corporation, create and set
aside reserve funds for any purpose, and invest any funds of the corporation in
such securities or other property as to it may seem proper; remove or suspend
any officer; and, generally, to do any and every lawful act necessary or proper
to carry into effect the powers, purposes and objects of the corporation.
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ARTICLE VI
Service of process against the corporation may be made upon any of the officers
of the corporation.
ARTICLE VII
All of the property of the corporation shall be liable for its debts, but no
holder of or subscriber for shares of the capital stock of the corporation shall
be individually liable beyond the amount, if any, which may be due upon the
shares of capital stock held or subscribed for by him.
ARTICLE VIII
No contract or other transaction between the corporation and any other person,
firm or corporation, and no act of the corporation, shall in any way be affected
or invalidated by the fact that any of the directors or the corporation are
parties to such contract or transaction or act, or are pecuniarily or otherwise
interested in the same, or are directors or officers or members of any such
other firm or corporation, provided that the interest of such directors shall be
disclosed or shall be been known to the Board of Directors authorizing or
approving the same, or to a majority thereof. Any director of the corporation
who is pecuniarily or otherwise interested in, or is a director or officer or
member of such other firm or corporation, may be counted in determining a quorum
of any meeting of the Board of Directors which shall authorize or approve any
such contract, transaction or act; and may vote thereon with like force and
effect as if he were in no way interested therein, provided his interest has
been disclosed or is known as hereinbefore set forth. No director or officer of
the corporation being so interested in any such contract, transaction or act of
the corporation which shall be approved by the Board of Directors, shall be
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liable or accountable to the corporation or to any stockholder thereof for any
loss incurred by the corporation pursuant to or by reason of such contact,
transaction or act, or for any gain received by any other such party pursuant
thereto or by reason thereof. IN WITNESS WHEREOF, the parties to these Articles
of Incorporation have hereunto set their hands this 1st day of May, 1979.
/s/ James F. Gary
-----------------------------
JAMES F. GARY
/s/ Lowell E. Mee
-----------------------------
LOWELL E. MEE
/s/ David C. Vaughan
-----------------------------
DAVID C. VAUGHAN
STATE OF HAWAII )
) SS:
CITY AND COUNTY OF HONOLULU )
On this 1st day of May, 1979, personally appeared before me JAMES F. GARY,
LOWELL E. MEE and DAVID C. VAUGHAN, to me known to be the persons described in
and who executed the foregoing instrument and who severally acknowledged that
they executed the same as their free act and deed.
/s/ Brenda J. Figueroa
------------------------------------
Notary Public, First Judicial
Circuit, State of Hawaii
My commission expires: 12-1-79
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