EXHIBIT 3.49
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TESORO JAVA PETROLEUM COMPANY
Tesoro Java Petroleum 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 Java Petroleum Company, dated January 31, 1995, 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 Java
Petroleum Company be amended so as to read in its entirety as
follows:
"The name of the Corporation is Tesoro Vostok Company."
SECOND: That by the written consent of the sole shareholder of said
corporation dated January 31, 1995, 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 Java Petroleum Company has caused this
certificate to be signed by Michael D. Burke, its President, and attested by
James C. Reed, Jr., its Vice President, General Counsel and Secretary, this 31st
day of January 1995.
TESORO JAVA PETROLEUM COMPANY TESORO JAVA PETROLEUM COMPANY
CORPORATE SEAL
DELAWARE
/s/ Michael D. Burke
---------------------------------
Michael D. Burke
President
ATTEST:
/s/ James C. Reed, Jr.
- ---------------------------------------------
James C. Reed, Jr.
Vice President, General Counsel and Secretary
CERTIFICATE OF INCORPORATION OF
TESORO JAVA PETROLEUM COMPANY
* * * * *
1. The name of the corporation is
TESORO JAVA PETROLEUM COMPANY
2. The address of its registered office in the State of Delaware is
No. 100 West Tenth 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 (1000) and the par value of each of such
shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars
($1,000.00).
5A. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
P.A. Wright 100 West Tenth Street
Wilmington, Delaware 19801
S.M. Chapman 100 West Tenth Street
Wilmington, Delaware 19801
S.K. Zimmerman 100 West Tenth Street
Wilmington, Delaware 19801
5B. The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified is as follows:
NAME MAILING ADDRESS
---- ---------------
Robert V. West, Jr. 8700 Tesoro Drive
San Antonio, Texas 78286
Z.D. Bonner 8700 Tesoro Drive
San Antonio, Texas 78286
Conrad S. Preston 8700 Tesoro Drive
San Antonio, Texas 78286
Dennis F.Juren 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 ex-
pressly 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.
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 de-
claring and certifying that this is our act and deed and the facts herein stated
are true, and accordingly have hereunto set our hands this 22nd day of February,
1983.
/s/ P. A. Wright
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P. A. Wright
/s/ S. M. Chapman
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S. N. Chapman
/s/ S. K. Zimmerman
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S. K. Zimmerman