EXHIBIT 3.45
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
TESORO PETROLEUM SOUTH PACIFIC COMPANY
To The Secretary of State
State of California
Pursuant to the provisions of the California Corporations Code, the
undersigned officers of the corporation hereinafter named do hereby certify as
follows:
1. The name of the corporation is: TESORO PETROLEUM SOUTH PACIFIC COMPANY
2. Article 1 of the corporation's Articles of Incorporation, which relate
to the name of the corporation, is hereby amended so as to read as follows:
"The name of this corporation is:
TESORO SOUTH PACIFIC PETROLEUM COMPANY"
3. The amendment herein provided for has been approved by the
corporation's Board of Directors.
4. The amendment herein provided for was approved by the required written
consent of the corporation's shareholders in accordance with the provisions of
Section 902 of the California Corporations Code.
The corporation's total number of shares which were outstanding and entitled to
vote or to furnish written consent with respect to the amendments herein
provided for at the time of the approval thereof is 1,000,000, all of which are
of one class.
The percentage vote of the number of the aforesaid outstanding shares which is
required to vote or furnish written consent in favor of the amendments herein
provided for is 100%.
The number of the aforesaid outstanding shares which voted or furnished a
written consent in favor of the amendments herein provided for is 1,000,000, and
said number exceeded the percentage of the cote or written consent required to
approve the said amendments.
Signed on June 10th 1998.
By: /s/ William T. Van Kleef
-----------------------------------
William T. Van Kleef
Executive Vice President
By: /s/ James C. Reed, Jr.
--------------------------------------
James C. Reed, Jr.
Executive Vice President and Secretary
On this 10th day of June, 1998, in the City of San Antonio, County of
Bexar in the State of Texas, each of the undersigned does hereby declare under
the penalty of perjury that he signed the foregoing Certificate of Amendment of
Articles of Incorporation in the official capacity set forth beneath his
signature, and that the statements are set forth in said Certificate are true of
his own knowledge.
By: /s/ William T. Van Kleef
--------------------------------------
William T. Van Kleef
Executive Vice President
By: /s/ James C. Reed, Jr.
--------------------------------------
James C. Reed, Jr.
Executive Vice President and Secretary
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
BHP PETROLEUM SOUTH PACIFIC INC.
To The Secretary of State
State of California
Pursuant to the provisions of the California Corporations Code, the
undersigned officers of the corporation hereinafter named do hereby certify as
follows:
1. The name of the corporation is: BHP PETROLEUM SOUTH PACIFIC INC.
2. Article I of the corporation's Articles of Incorporation, which relate to
the name of the corporation, is hereby amended so as to read as follows:
"The name of this corporation is:
TESORO PETROLEUM SOUTH PACIFIC COMPANY"
3. The amendment herein provided for has been approved by the corporation's
Board of Directors.
4. The amendment herein provided for was approved by the required written
consent of the corporation's shareholders in accordance with the provisions of
Section 902 of the California Corporations Code.
The corporation's total number of shares which were outstanding and entitled to
vote or to furnish written consent with respect to the amendments herein
provided for at the time of the approval thereof is 1,000,000, all of which are
of one class.
The percentage vote of the number of the aforesaid outstanding shares which is
required to vote or furnish written consent in favor of the amendments herein
provided for is 100%.
The number of the aforesaid outstanding shares which voted or furnished a
written consent in favor of the amendments herein provided for is 1,000,000,
and said number exceeded the percentage of the vote or written consent required
to approve the said amendments.
Signed on May 29th, 1998.
By: /s/ Bruce A. Smith
-----------------------------------
Bruce A. Smith, Chairman of the
Board of Directors
By: /s/ James C. Reed, Jr.
-----------------------------------
James C. Reed, Jr., Executive Vice
President and Secretary
On this 29th day of May, 1998, in the City and County of Honolulu in the
State of Hawaii, each of the undersigned does hereby declare under the penalty
of perjury that he signed the foregoing Certificate of Amendment of Articles of
Incorporation in the official capacity set forth beneath his signature, and that
the statements set forth in said Certificate are true of his own knowledge.
By: /s/ BRUCE A. SMITH
--------------------------------
Bruce A. Smith, Chairman of the
Board of Directors
By: /s/ JAMES C. REED, JR.
--------------------------------
James C. Reed, Jr., Executive
Vice President and Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
JOSEPH A. PELLETIER and DAVID C. VAUGHAN certify that:
1. They are the President and the Secretary, respectively, of
Marlex Petroleum of American Samoa, Inc., a California
corporation.
2. Article I of the articles of incorporation of this corporation
is amended to read as follows:
"The name of the Corporation shall be: South Pacific
Resources, Inc."
3. The foregoing amendment of articles of incorporation has been
duly approved by the board of directors.
4. The foregoing amendment of articles of incorporation has been
duly approved by the required vote of shareholders in
accordance with Section 902 of the Corporations Code. The
total number of outstanding shares of the corporation is
100,000. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote
required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: March 25, 1983.
/s/ Joseph A. Pelletier
------------------------------
Joseph A. Pelletier, President
/s/ David C. Vaughan
------------------------------
David C. Vaughan, Secretary
The number of the aforesaid outstanding shares which voted or furnished a
written consent in favor of the amendments herein provided for is 100,000, and
said number exceeded the percentage of the vote or written consent required to
approve the said amendments.
Signed on March 19, 1993.
By: /s/
-----------------------
its Vice President
By: /s/
------------------------
its Assistant Secretary
On this 19th day of March, 1993, in the City and County of Honolulu in
the State of Hawaii, each of the undersigned does hereby declare under the
penalty of perjury that he signed the foregoing Certificate of Amendment of
Articles of Incorporation in the official capacity set forth beneath his
signature, and that the statements set forth in said certificate are true of his
own knowledge.
/s/
-------------------------------------
/s/
-------------------------------------
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
SOUTH PACIFIC RESOURCES, INC.
To The Secretary of State
State of California
Pursuant to the provisions of the General Corporation Law of the State of
California, the undersigned officers of the corporation hereinafter named do
hereby certify as follows:
1. The name of the corporation is: SOUTH PACIFIC RESOURCES, INC.
2. Article I of the corporation's Articles of Incorporation, which relate to
the name of the corporation, is hereby amended so as to read as follows:
"The name of this corporation is:
BHP PETROLEUM SOUTH PACIFIC INC."
3. The amendment herein provided for has been approved by the corporation's
Board of Directors.
4. The amendment herein provided for was approved by the required written
consent of the corporation's shareholders in accordance with the provisions of
Section 902 of the General Corporation Law.
The corporation's total number of shares which were outstanding and entitled to
vote or to furnish written consent with respect to the amendments herein
provided for at the time of the approval thereof is 100,000, all of which are
of one class.
The percentage vote of the number of the aforesaid outstanding shares which is
required to vote or furnish written consent in favor of the amendments herein
provided for is 100%.
ARTICLES OF INCORPORATION
OF
MARLEX PETROLEUM OF AMERICAN SAMOA, INC.
I.
The name of this corporation is MARLEX PETROLEUM OF AMERICAN SAMOA,
INC.
II.
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the general Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporation Code.
III.
The name and address in the State of California of this corporation's
initial agent for service of process is Noel G. Conway, 666 E. Ocean Boulevard,
Suite 2208, Long Beach, California 90802.
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IV.
This corporation is authorized to issue only one class of shares of stock and
the total number of shares which this corporation is authorized to issue is one
million (1,000,000).
DATED: February 27, 1981
/s/ Miles R. Rosedale
-----------------------------
Miles R. Rosedale
I hereby declare that I am the person who executed the foregoing
Articles of Incorporation, which execution is my act and deed.
/s/ Miles R. Rosedale
-----------------------------
Miles R. Rosedale
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