EXHIBIT 3.33
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TESORO MARINE SERVICES COMPANY
Tesoro Marine Services 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 Coastwide Services Company, dated October 6th, 1997, 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 Marine Services Company be amended so as to read
in its entirety as follows:
"The name of the corporation is Tesoro Marine Services
Holding Company"
SECOND: That by the written consent of the sole shareholder of said
corporation dated October 6th, 1997, and filed with the minutes of proceedings
of said corporation, 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 Marine Services Company has caused
this certificate to be signed by Donald A. Nyberg, its President, and attested
by James C. Reed, Jr., its Executive Vice President, General Counsel and
Secretary, this 6th day of October, 1997.
TESORO MARINE SERVICES TESORO MARINE SERVICES
COMPANY COMPANY
CORPORATE SEAL
DELAWARE
/s/ Donald A. Nyberg
--------------------------------
Donald A. Nyberg
President
ATTEST:
/s/ James C. Reed, Jr.
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James C. Reed, Jr.
Executive Vice President, General Counsel
and Secretary
CERTIFICATE OF INCORPORATION
OF
TESORO MARINE SERVICES COMPANY
1. The name of the corporation is:
TESORO MARINE SERVICES COMPANY
2. The address of its registered office 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 is 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 stock which the corporation shall have
authority 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 of 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:
K. A. Widdoes
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
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
11th day of December, 1996.
K.A. Widdoes
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K. A. Widdoes