Exhibit 3.1.1
RESTATED ARTICLES OF INCORPORATION
WAINOCO OIL CORPORATION
ARTICLE ONE
The name of the corporation is Wainoco Oil Corporation.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The address of the registered officer of the corporation in the
State of Wyoming is 1720 Caret Avenue, Cheyenne, Wyoming 82001, and the name of
its registered agent in this state at such address is C T Corporation System.
ARTICLE FOUR
The purpose or purposes of the corporation is to transact any and/or
all lawful business for which corporations may be incorporated under the Wyoming
Business Corporation Act and, in general, to have and exercise all the powers
conferred by the laws of Wyoming upon corporations formed under the Wyoming
Business Corporation Act and to do any and all of the things hereinabove set
forth to the same extent as natural persons might or could do.
ARTICLE FIVE
The number of directors to be elected at the annual meeting of
shareholders or at a special meeting called for the election of directors shall
not be less than three nor more than nine, the exact number to be fixed by the
Bylaws. The number of directors constituting the present board is six, and the
names and addresses of such six persons who are to serve as directors until the
next annual meeting of shareholders or until their successors are elected and
shall qualify are as follows:
Directors
John B. Ashmun 1200 Smith Street, Suite 1500
Houston, Texas 77002
James R. Gibbs 1200 Smith Street, Suite 1500
Houston, Texas 77002
James S. Palmer 425 1st Street S.W.
Esso Plaza - East Tower, 32nd Floor
Calgary, Alberta, Canada T2P 3L8
Derek A. Price 1130 Sherbrook Street West
Suite 510
Montreal, Quebec, Canada H3A 2T1
Carl W. Schafer One Nassau Hall
Princeton, New Jersey 08544
William Scheerer, II 63 Wall Street
New York, New York 10005
ARTICLE SIX
The aggregate number of shares of common stock which the corporation
shall have authority to issue is Thirty-five Million (35,000,000) shares without
par value. The corporation may purchase, directly or indirectly, its own shares
to the extent of the aggregate of its unrestricted capital surplus and
unrestricted reduction surplus available thereafter. No shareholder shall have a
preemptive right to acquire any shares or securities of any class, whether now
or hereafter authorized, which may at any time be issued, sold or offered by the
corporation.
ARTICLE SEVEN
Except as may be provided in the Bylaws, the Board of Directors of
the corporation is expressly authorized to alter, amend or repeal the Bylaws,
without any action on the part of the shareholders, but the Bylaws made by the
directors and powers so conferred may be altered or repealed by the
shareholders.
ARTICLE EIGHT
(a) No director of the corporation shall be liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 17-1-141 of the Wyoming Business
Corporation Act, or (iv) for any transaction from which the director derived an
improper personal benefit.
(b) The corporation shall indemnify, in the manner and to the full
extent authorized by law (as now in effect or later amended), any person who
was, is or may be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the action, suit, proceeding or
investigation, and judgments, fines and amounts paid in settlement if he acted
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in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his conduct was
unlawful. The termination of any action, suit, proceeding or investigation by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such person did not
act in good faith and in a manner which is reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
(c) Expenses, including attorneys' fees, incurred in defending a
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of the action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay the amount if it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as authorized in this Article.
(d) The indemnification and advancement of expenses authorized by
this Article shall not be exclusive of any other rights to which any director,
officer, employee or agent may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to any action or
in his official capacity and as to action in another capacity while holding the
office, and continues as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of that person.
(e) The corporation may purchase and maintain insurance providing
coverage for any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any capacity or arising out of his status, whether or not
the corporation would have the power to indemnify him against liability under
the provisions of this Article.
The Restated Articles of Amendment correctly set forth without
change the corresponding provisions of the Articles of Incorporation as
heretofore amended and supercede the original Articles of Incorporation and all
amendments thereto.
EXECUTED this 5th day of August, 1987.
WAINOCO OIL CORPORATION
/s/ George E. Aldrich
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George E. Aldrich, Vice President - Controller
/s/ Darcy D. Shindewolf
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Darcy D. Shindewolf, Secretary
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STATE OF TEXAS Section
Section
COUNTY OF HARRIS Section
I, Bernice Bludau, a Notary Public, do hereby certify that on this
5th day of August, 1987, personally appeared before me Darcy D. Schindewolf who,
being by me first duly sworn, declared that he is the Secretary of Wainoco Oil
Corporation, that he signed the foregoing document as Secretary of the
Corporation, and the statements therein contained are true.
IN WITNESS WHEREOF, I have set my hand and seal this 5th day of
August, 1987.
/s/ Bernice Bludau
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NOTARY PUBLIC IN AND FOR
THE STATE OF TEXAS
My Commission Expires: June 11, 1990.
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