EXHIBIT 3.41
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TESORO ALASKA SHIPPING COMPANY
Tesoro Alaska Shipping 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 Shipping Company, dated November 29, 1988, 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 1 of the Certificate of Incorporation of Tesoro
Alaska Shipping Company be amended so as to read in its
entirety as follows:
"The name of the Corporation is Tesoro Petroleum Companies,
Inc."
SECOND: That by the written consent of the sole shareholder of said
corporation dated November 30. 1988. 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 Shipping 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 30th day of November, 1988.
TESORO ALASKA TESORO ALASKA SHIPPING COMPANY
SHIPPING COMPANY
CORPORATE SEAL
DELAWARE
/s/ Dennis F. Juren
----------------------------
President
ATTEST:
/s/ James C. Reed, Jr.
- --------------------------
Assistant Secretary
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
TESORO GAS PIPELINE COMPANY
Tesoro Gas Pipeline 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 Gas Pipeline Company effective March 10, 1986, 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 FIRST of the Certificate of
Incorporation of Tesoro Gas Pipeline Company be
amended so as to read in its entirety as follows:
"The name of the corporation is TESORO ALASKA SHIPPING
COMPANY."
SECOND: That by the written consent of the sole shareholder of said
corporation dated effective March 10, 1986, 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 Gas Pipeline Company has caused this
certificate to be signed by James F. Smith its President, and attested by James
C. Reed, Jr., its Assistant Secretary, this 10th day of March. 1986.
TESORO GAS PIPELINE COMPANY
By: /s/ James F. Smith
-------------------------------------
President
[SEAL]
Attest:
/s/ James C. Reed, Jr.
- -------------------------------------
Assistant Secretary
CERTIFICATE OF AMENDMENT
Of
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
TESORO GAS MARKETING COMPANY
We, the undersigned, being all of the incorporators of Tesoro Gas
Marketing Company, a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.
DO HEREBY CERTIFY:
FIRST: That Article 1. of the Certificate of Incorporation
be and it hereby is amended to read as follows:
"1. The name of the corporation is Tesoro Gas
Pipeline Company"
SECOND: That the corporation has not received any payment for
any of its stock.
THIRD: That the amendment was duly adopted in accordance
with the provisions of section 241 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, we have signed this certificate this 6th day of
November, 1985.
/s/ Linda D. Giessel
- ---------------------------------
Linda D. Giessel, Incorporator
/s/ Lawrence A. Waks
- ---------------------------------
Lawrence A. Waks, Incorporator
/s/ James C. Reed, Jr.
- ---------------------------------
James C. Reed, Jr., Incorporator
CERTIFICATE OF INCORPORATION
OF
TESORO GAS MARKETING COMPANY
1. The name of the Corporation is:
TESORO GAS MARKETING COMPANY
2. The address of its registered office in the State of Delaware is
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) and the par value of each of such
shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars
($1,000).
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
James C. Reed, Jr. 8700 Tesoro Drive
San Antonio, Texas 78286
Lawrence A. Waks 8700 Tesoro Drive
San Antonio, Texas 78286
Linda D. Giessel 8700 Tesoro Drive
San Antonio, Texas 78286
6. The Corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to make, alter or repeal the by-laws
of the Corporation.
8. Elections of directors need not be by written ballot unless the by-laws of
the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the Corporation.
2
9. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
.named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this Certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 30th day of
October, 1985.
/s/ James C. Reed, Jr.
--------------------------------------
James C. Reed, Jr.
/s/ Lawrence A. Waks
--------------------------------------
Lawrence A. Waks
/s/ Linda D. Giessel
---------------------------------------
Linda D. Giessel
3