EXHIBIT 3.36
LIMITED LIABILITY COMPANY AGREEMENT
OF
TESORO MARINE SERVICES, LLC
This Limited Liability Company Agreement (this "Agreement") of Tesoro
Marine Services, LLC (the "Company"), is entered into by Tesoro Marine Services
Holding Company to hereby form a Delaware limited liability company pursuant to
and in accordance with the Delaware Limited Liability Company Act (6 Del.C. ss.
18-101, et seq.) (the "Act"), which hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is
Tesoro Marine Services, LLC.
2. Purpose. The purpose for which the Company is organized is to
transact any and all lawful business for which limited liability companies may
be organized under the Act.
3. No State Law Partnership. The Company is not intended to be a
partnership (including a limited partnership) or joint venture for any purposes
other than U.S. federal and state tax purposes, and this Agreement may not be
construed to suggest otherwise.
4. Registered Office. The registered office of the Company in the State
of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801.
5. Registered Agent. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware is c/o
The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.
6. Member. The Member shall refer to the owner of all the outstanding
ownership interests of the Company. The name and the mailing address of the
initial Member is as follows:
Tesoro Marine Services Holding Company
300 Concord Plaza Dr.
San Antonio, TX 78216-6999
7. Powers. The Company shall have the power and authority to take any
and all actions necessary, appropriate, proper, advisable, convenient or
incidental to or for the furtherance of the purposes set forth in Section 2.
8. Term. The term of the Company shall commence on the date of the
filing of a Certificate of Formation in the Office of the Secretary of State of
the State of Delaware and shall be perpetual, unless it is dissolved sooner as a
result of (a) the written election of the Member, (b) the Company selling or
otherwise disposing of its interest in all or substantially all of its property
or (c) any other event causing dissolution under the Act.
9. Capital Contributions. The Member shall make capital contributions to
the Company at such times and in such amounts as determined by the Member. All
capital contributions made by the Member to the Company shall be credited to the
Member's account.
10. Management. The Company shall be managed by its Member.
11. Officers.
(a) Appointment and Tenure.
(i) The Member shall, from time to time, designate officers of the
Company to carry out the day-to-day business of the Company, such
designation to be reflected by written action of the Member and
filed in the minute books of the Company.
(ii) The officers of the Company shall be comprised of one or more
individuals designated from time to time by the Member. No officer
need be a resident of the State of Delaware. Each officer shall hold
his offices for such terms and shall have such authority and
exercise such powers and perform such duties as shall be determined
from time to time by the Member. Any number of offices may be held
by the same individual. The salaries or other compensation, if any,
of the officers and agents of the Company shall be fixed from time
to time by the Member.
(iii) The officers of the Company may consist of a president, a
secretary and a treasurer. The Member may also designate one or more
vice presidents, assistant secretaries, and assistant treasurers.
The Member may designate such other officers and assistant officers
and agents as the Member shall deem necessary.
(b) Removal. Any officer may be removed as such at any time by the
Member, either with or without cause, in the discretion of the Member.
(c) President. The president, if one is designated, shall be the
chief executive officer of the Company, shall have general and active
management of the day-to-day business and affairs of the Company as
authorized from time to time by the Member and shall be authorized and
directed to implement all orders, resolutions and business plans adopted
by the Member.
(d) Vice Presidents. The vice presidents, if any are designated, in
the order of their seniority, unless otherwise determined by the Member,
shall, in the absence or disability of the president, perform the duties
and have the authority and exercise the powers of the president. They
shall perform such other duties and have such other authority and powers
as the Member may from time to time prescribe.
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(e) Secretary; Assistant Secretaries. The secretary, if one is
designated, shall perform such duties and have such powers as the Member
may from time to time prescribe. The assistant secretaries, if any are
designated, in the order of their seniority, unless otherwise determined
by the Member, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary. They shall
perform such other duties and have such other powers as the Member may
from time to time prescribe.
(f) Treasurer; Assistant Treasurers. The treasurer, if one is
designated, shall have custody of the Company's funds and securities and
shall keep full and accurate accounts and records of receipts,
disbursements and other transactions in books belonging to the Company,
and shall deposit all moneys and other valuable effects in the name and to
the credit of the Company in such depositories as may be designated from
time to time by the Member. The treasurer shall disburse the funds of the
Company as may be ordered by the Member, taking proper vouchers for such
disbursements, and shall render the president and the Member, when so
directed, an account of all his transactions as treasurer and of the
financial condition of the Company. The treasurer shall perform such other
duties and have such other powers as the Member may from time to time
prescribe. If required by the Member, the treasurer shall give the Company
a bond of such type, character and amount as the Member may require. The
assistant treasurers, if any are designated, in the order of their
seniority, unless otherwise determined by the Member, shall, in the
absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer. They shall perform such other duties and have
such other powers as the Member may from time to time prescribe.
12. Distributions. The Company shall distribute to the Member any cash
held by it which is not reasonably necessary for the operation of the Company.
13. Securities Act Notice. The membership interests of the Member
referenced herein have not been registered under the Securities Act of 1933, as
amended, or under the provisions of any state securities act.
14. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
15. Severability. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.
16. Certificates. Certificates representing membership interests of the
Company shall be in such form or forms as the Member shall approve.
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17. Free Transferability of Membership Interests; Effect of Transfer. The
membership interest in the Company including without limitation, the membership
interest owned by the Member, shall be fully and freely transferable. Upon
transfer of the certificates representing a membership interest, the transferee
shall succeed immediately to all rights of the membership interest represented
thereby, including without limitation, all rights to receive distributions and
management rights.
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IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, has
duly executed this Limited Liability Company Agreement as of this 12th day of
December, 2001.
TESORO MARINE SERVICES HOLDING
COMPANY
By: /s/ CHARLES S. PARRISH
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Name: Charles S. Parrish
Title: Assistant Secretary
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