EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TESORO ROCKIES COMPANY
Tesoro Rockies 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 Rockies Company, dated February 1, 2002, 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
Rockies Company be amended so as to read in its entirety as
follows:
"The name of the Corporation is Tesoro Trading Company."
SECOND: That by the written consent of the sole shareholder of said
corporation dated February 1, 2002, 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.
1
IN WITNESS WHEREOF, said Tesoro Rockies Company has caused this
certificate to be signed by Bruce A. Smith, its Chairman of the Board of
Directors, President and Chief Executive Officer, and attested by James C. Reed,
Jr., its Executive Vice President, General Counsel and Secretary, this 1st day
of February, 2002
TESORO ROCKIES COMPANY
/s/ Bruce A. Smith
-----------------------------------------
Bruce A. Smith
Chairman of the Board of Directors,
President and Chief Executive Officer
ATTEST:
/s/ James C. Reed, Jr.
- ----------------------------------
James C. Reed, Jr.
Executive Vice President, General
Counsel and Secretary
2
CERTIFICATE OF INCORPORATION
OF
TESORO ROCKIES COMPANY
1. The name of the corporation is:
TESORO ROCKIES COMPANY
2. The address of its registered offices 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 all classes of stock which the
corporation shall be authorized 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 or 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 international misconduct
or a knowing violation of law; (iii) under Section 174 of the General
Corporation Law of Delaware; or (v) 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:
Charles S. Parrish
300 Concord Plaza Drive
San Antonio, Texas 78216
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
20th day of July, 2001.
/s/ Charles S. Parrish
-----------------------------------------
Charles S. Parrish