EXHIBIT 3.1.5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WESTLAKE CHEMICAL CORPORATION
Westlake Chemical Corporation ("Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That in lieu of a meeting and vote of directors, the Board of
Directors of the Corporation, by unanimous written consent filed with the
Corporation, in accordance with the provisions of Section 141(f) of the General
Corporation Law of the State of Delaware, adopted a resolution proposing and
declaring advisable an amendment to the Certificate of Incorporation of the
Corporation such that Article XI of the Company's Certificate of Incorporation,
as amended, relating to indemnification of directors and officers be deleted and
replaced with the text set forth as follows:
ARTICLE XI
(a) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including each subsidiary
of the Corporation, and also including service with respect to an employee
benefit plan (collectively, "related entities") (such person, hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, or in any other capacity while serving
as a director or officer, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith; provided, however, that, except as
provided in paragraph (c) hereof with respect to proceedings to enforce rights
to indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the board of directors of
the Corporation.
(b) Right to Advancement of Expenses. In addition to the right to
indemnification conferred in paragraph (a) of this Section, an indemnitee shall
also have the right to be paid by the Corporation the reasonable expenses
(including attorneys' fees) incurred in defending any such proceeding in advance
of its final disposition (hereinafter an "advancement of expenses"); provided,
however, that: (i) each counsel engaged by such indemnitee shall be reasonably
acceptable to the Corporation; (ii) if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Section or otherwise; and (iii)
if the Corporation shall have advanced expenses to a director or officer
pursuant to the foregoing, then, subject to paragraph (c) below, if such person
brings a claim, suit, or other proceeding against the Corporation and/or its
related entities and/or their directors and/or officers with respect to any
matter directly or indirectly arising from, related to, or connected with the
subject-matter of the indemnity, such person shall be obligated to reimburse the
Corporation for such advanced expenses and to forego the right to receive any
further advancement of expenses as long as such claim, suit, or other proceeding
is being pursued. The rights to indemnification and to the advancement of
expenses conferred in paragraphs (a) and (b) of this Section shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
director or officer and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.
(c) Right of Indemnitee to Bring Suit. If a claim under paragraph (a)
or (b) of this Section is not paid in full by the Corporation within sixty days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) in any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set forth in the
Delaware General Corporation Law. Neither the failure of the Corporation
(including
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its directors who are not parties to such action, a committee of such directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its directors who are not
parties to such action, a committee of such directors, independent legal
counsel, or its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the indemnitee has not met
the applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Section or otherwise shall be on the Corporation.
(d) Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
this certificate of incorporation, bylaw, agreement, vote of stockholders or
directors or otherwise.
(e) Insurance. The Corporation may, but shall not be obligated to,
maintain insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation
Law.
(f) "Officer". For the purpose of the foregoing paragraphs (a) through
(e), the word "officer" shall mean the president, the treasurer, the secretary,
and each vice president of the Corporation and each of its related entities (and
all variants of the preceding positions such as assistant treasurer, assistant
secretary, senior vice president, and similar modifications), in each case
elected or appointed pursuant to proper corporate authority, and each other
person designated by the President of the Corporation from time to time as
constituting an "officer" for the purpose of such paragraphs.
SECOND, That in lieu of a meeting and vote of stockholders, the sole
stockholder of all outstanding stock entitled to vote thereon has given written
consent to the above amendment in accordance with Section 228 of the General
Corporation Law of the State of Delaware, and said written consent has been
filed with the Corporation.
THIRD, That said amendment was duly adopted in accordance with the
provisions of Sections 141, 216, 228, and 242 of the General Corporation Law of
the State of Delaware.
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FOURTH, That the capital of the corporation will not be reduced under
or by reason of said amendments.
IN WITNESS WHEREOF, Westlake Chemical Corporation has caused this
certificate to be signed by its President and attested by its Assistant
Secretary, this 19th day of January, 2004.
WESTLAKE CHEMICAL CORPORATION
By: /s/
-------------------------------------
Albert Chao, President
ATTEST:
By: /s/
-----------------------------------------
Louis B. Trenchard III
Assistant Secretary
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