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Exhibit 3a
PAGE 1
State of Delaware
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "FINA, INC.", FILED IN THIS OFFICE ON THE SECOND DAY OF MAY, A.D.
1995, AT 8:30 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION:
0499225 8100 7493496
DATE:
950096264 05-03-95
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
FINA, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the majority
vote of its members, filed with the minutes of the board, adopted a resolution
proposing and declaring advisable the following amendment to the Certificate of
Incorporation:
RESOLVED, That Article FOURTH of the Certificate of Incorporation
of the Company be partially amended in that the first paragraph shall
be amended as follows:
FOURTH: 1. The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is
FORTY-FOUR MILLION (44,000,000) shares, of which FOUR
MILLION (4,000,000) shares shall be preferred stock of the
par value of $1.00 per share (hereinafter called
"Preferred Stock") and FORTY MILLION (40,000,000) shares
shall be shares of common stock of the par value of fifty
cents-per share (hereinafter called "Common Stock") which
shall be divided into two classes as follows:
(a) THIRTY-EIGHT MILLION (38,000,000) shares of
Class A Common Stock, and
(b) TWO MILLION (2,000,000) shares of Class B
Common Stock.
SECOND: That at a meeting and by majority vote of stockholders, the their
vote the stockholders have given consent to said amendment in accordance with
the pro visions of Section 242 of the General Corporation Law of the State of
Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 of the General Corporation Law of the
State of Delaware, including but not limited to, the giving of notice to
stockholders for the meeting with the amendment set forth in full.
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IN WITNESS WHEREOF, said FINA, Inc. has caused this certificate
to be signed by Cullen M. Godfrey, its Senior Vice President,
Secretary and General Counsel and attested by Linda Middleton, its
Assistant Secretary this 28th day of April, 1995.
FINA, Inc.
By: /s/ CULLEN M. GODFREY
---------------------------
Cullen M. Godfrey
Senior Vice President,
Secretary and General
Counsel
Attest:
BY: /s/ LINDA MIDDLETON
-----------------------------
Linda Middleton, Asst. Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
American Petrofina, Incorporated, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the
majority vote of its members, filed with the minutes of the Board adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation:
RESOLVED, That the name of the Company be changed from
American Petrofina, Incorporated, its present name, to FINA, Inc. and
that Article FIRST of the Company's Certificate of Incorporation be
amended to read as follows:
"FIRST: The name of the Corporation shall be FINA, Inc.
(hereinafter called the "Corporation")."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given majority written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware and written notice has been given to stockholders as
required in such Section.
THIRD: That the aforesaid amendment was duly adopted in accordance
with applicable provisions of Sections 242 and 228 of the General Corporation
Law of the State of Delaware.
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IN WITNESS WHEREOF, said American Petrofina, Incorporated has caused
this certificate to be signed by Cullen M. Godfrey, its Vice President
Secretary and General Counsel, and attested by Linda Middleton, its
Assistant Secretary, this 17th day of April, 1991.
AMERICAN PETROFINA, INCORPORATED
By: ____/s/_____________________
Cullen M. Godfrey
Vice President, Secretary and
General Counsel
ATTEST:
By:__________/s/_______________________
Linda Middleton, Assistant Secretary
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COMPOSITE CERTIFICATE OF INCORPORATION
OF
AMERICAN PETROFINA, INCORPORATED
as of
OCTOBER 15, 1987
WE, THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, being Title 8, Chapter 1 of the
Delaware Code of 1953 effective February 12, 1953 as amended and supplemented,
do hereby certify as follows:
FIRST: The name of the corporation shall be American Petrofina,
Incorporated (hereinafter called the "Corporation").
SECOND: The principal office of the Corporation in the State of
Delaware is to be located in the City of Dover, County of Kent. The agent
in charge thereof is the United States Corporation Company, whose address is
No. 129 South State Street, in said city.
THIRD: The nature of the business of the Corporation and the objects
and purposes proposed to be transacted, promoted and carried on are to do
any or all of the things herein mentioned, as fully and to the same extent as
natural persons might or could do and in any part of the world:
(a) To carry out all phases of the business of drilling,
boring and exploring for, producing, manufacturing, treating,
refining, liquefying, or otherwise preparing for market, transporting,
marketing, dealing in, buying and selling, storing, or otherwise
disposing of oil of any and all kinds
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and grades, natural or artificial gas of any and all forms,
gasoline, carbon and hydrocarbon products, ammonia, sulphur, asphalt,
bitumen and bituminous substances of all kinds, chemicals,
petrochemicals, fertilizers, and any and all other minerals, mineral
substances, metals, ores of every kinds, drugs, pharmaceuticals, and
the elements, constituents, products, by-products, mixtures,
combinations, compounds derivatives and blends thereof;
(b) To obtain by contract or concession, purchase, or
otherwise acquire, own, use, develop, explore, operate, lease
mortgage, create liens upon, deal and trade in, sell, lease or
otherwise dispose of any and all lands, real property, mining claims,
mineral rights, gas and oil wells, leases, concessions, licenses,
royalty interests, grants, rights of way, land patents, franchises,
deposits, water rights, wells, mines, quarries, claims, easements,
tenements, hereditaments and interests of every description and nature
whatsoever;
(c) To engage in any kinds of manufacturing business and to
manufacture, buy, lease or otherwise acquire, own, operate, install,
service, transport, import, export, sell, lease or otherwise dispose
of and generally to trade and deal in and with any and all kinds of
raw materials, natural resources, manufactured articles and products,
equipment, machinery, parts, supplies, tools, and goods, merchandise
and tangible property of every kind, used or capable of being used for
any purpose whatever;
(d) To build, purchase, lease or otherwise acquire, own,
develop, operate, mortgage, create liens upon, deal in, sell, lease
or otherwise dispose of transportation facilities, including cars,
tank cars, pipe lines, transmission lines, distribution lines and
plants, pumping and compressing stations, terminals, aircraft, tankers
and other vessels or ships of any kind, and any and all related
facilities;
(e) To build, purchase, lease, or otherwise acquire, own,
develop, operate, mortgage, create liens upon, deal in, sell, lease
or otherwise dispose of any and all kinds of plants, factories,
buildings, refineries, warehouses, power plants, waterworks, tanks
and other storage facilities, machinery of all kinds, property, real
or personal, of every kind and description, docks, repair shops,
telegraph and telephone facilities, and any and all facilities,
connections, installations, things or property, real and personal and
of every kind and description,
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connected with, incidental to, necessary, suitable, useful,
convenient or appertaining to any or all of the foregoing purposes
and powers of the Corporation or any of its businesses and
activities;
(f) To acquire and use, develop and operate and sell, assign,
grant licenses or territorial rights in respect to, or otherwise to
turn to account or dispose of any copyrights, trade-marks, trade
names, brands, patent rights, letters patent of the United States or
of any other country or government, inventions, improvements and
processes, whether used in connection with or secured under letters
patent or otherwise;
(g) To borrow money and to make and issue notes, bonds,
debentures, bills of exchange, obligations and evidences of
indebtedness of all kinds, whether secured by mortgage, pledge or
otherwise, without limit as to amount, and to secure the same by
mortgage, pledge or otherwise, and generally to make and perform
agreements and contracts of every kind and description;
(h) To own, subscribe for or cause to be subscribed for and
to purchase or otherwise acquire, hold for investment or otherwise and
to use, sell, assign, transfer, mortgage, pledge, exchange,
distribute or otherwise deal with or dispose of stocks, bonds,
covenants, mortgages, deeds of trust, obligations, evidences of
indebtedness, securities, notes, goodwill, rights, assets and
property of any and every kind of any corporation or corporations;
and to operate, manage and control such properties or any of them,
either in the name of such corporation or corporations or in the
name of the Corporation; to merge or consolidate with any corporation
in such manner as may be permitted by law;
(i) To aid in any manner any corporation whose stocks, bonds
or other obligations are held or in any manner guaranteed by the
Corporation, or in which the Corporation is in any way interested, and
to do any other acts or things for the preservation, protection,
improvement or enhancement of the value of any such stock, bonds, or
other obligations, and while owner of any such stock, bonds or other
obligations to exercise all the rights, powers and privileges of
ownership thereof, and to exercise any and all voting powers thereon,
to guarantee the payment of dividends upon any stock or the
principal or interest or both of any bonds or other obligations,
and the performance of any contracts;
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(j) To purchase or otherwise acquire shares of its own
capital stock, bonds, notes, debentures or other obligations, and to
sell or otherwise dispose of or retire the same, provided that the
Corporation shall not use any of its funds or property for the
purchase of its own shares of capital stock when such use would cause
any impairment of the capital of the Corporation and provided further
that the shares of its own capital stock belonging to the Corporation
shall not be voted directly or indirectly;
(k) To do all and everything necessary, suitable and proper
for the accomplishment of any of the purposes or the attainment of
any of the objects or the furtherance of any of the powers
hereinbefore set forth, either alone or in association with other
corporations, firms, or individuals, and to do every other act or
acts, thing or things, incidental or appurtenant to or growing out of
or connected with the aforesaid business or powers or any part or
parts thereof, provided the same be not inconsistent with the laws
under which the Corporation is organized.
The business or purpose of the Corporation is from time to time to do
any one or more of the acts and things hereinabove set forth, and it shall
have power to conduct and carry on its said business, or any part thereof,
and to have one or more offices, and to exercise any or all of its
corporate powers and rights, in the State of Delaware and in the various
other states, territories, colonies and dependencies of the United States,
in the District of Columbia, and in all or any foreign countries.
The enumeration herein of the objects and purposes of the Corporation
shall be construed as owners as well as objects and purposes and shall not be
deemed to exclude by inference any powers, objects or purposes which the
Corporation is empowered to exercise, whether expressly by force of the laws
of the State of Delaware now or hereafter in effect or implied by the
reasonable construction of the said laws.
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FOURTH: 1. The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is TWENTY-FOUR
MILLION (24,000,000) shares, of which FOUR MILLION (4,000,000) shares shall be
preferred stock of the par value of $1.00 per share (hereinafter called
"Preferred Stock"), and TWENTY MILLION (20,000,000) shares shall be shares of
common stock of the par value of $1.00 per shares (hereinafter called "Common
Stock") which shall be divided into two classes as follows:
(a) NINETEEN MILLION (19,000,000) shares of Class A Common
Stock, and
(b) ONE MILLION (1,000,000) shares of Class B Common Stock.
The following are the terms and provisions of each class of stock
which the Corporation shall have authority to issue:
SECTION A: Provisions relating to Preferred Stock:
(1) The Board of Directors is expressly authorized at any
time, and from time to time, to provide for the issuance of shares of
Preferred Stock in one or more series, with (subject to the provisions
hereof) such voting owners, full or limited but not to exceed one
vote per share, or without voting powers, and with such designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions
providing
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for the issue thereof adopted by the Board of Directors, and
as are not stated and expressed in this Certificate of Incorporation,
or any amendment thereto, including (but without limiting the
generality of the foregoing) the following:
(a) The number of shares to constitute, and
designation of, such series.
(b) The dividend rate of such series, the conditions
and dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear to the
dividends payable on any other class or classes or on any
other series of capital stock, and whether such dividends
shall be cumulative or noncumulative.
(c) Whether the shares of such series shall be
subject to redemption by the Corporation, and, if made subject
to such redemption, the times, prices and other terms and
conditions of such redemption (which may vary at different
redemption dates and may differ in the case of shares redeemed
through operation of any purchase, retirement or sinking fund
from the cause of shares otherwise redeemed).
(d) The terms and amount of any sinking fund provided
for the purchase or redemption of the shares of such series.
(e) Whether or not the shares of such series shall
be convertible into or exchangeable for shares
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of any other class or classes or of any other series
of any class or classes of capital stock of the Corporation,
and, if provision be made for conversion or exchange, the
times, prices, rates, adjustments, and other terms and
conditions of such conversion or exchange.
(f) The extent, if any, to which the holders of the
shares of such series shall be entitled to vote as a class or
otherwise with respect to the election of directors or
otherwise; provided, however, that in no event shall any
holder of shares of any series of Preferred Stock be entitled
to more than one vote for each share of such Preferred Stock
held by him; and provided, further, that the voting rights of
the holders of the shares of such series shall in no event
affect the rights of the holders of the shares of Class B
Common Stock, voting as a class, to elect a certain number of
directors, as hereunder set forth.
(g) The restrictions, if any, on the issue or reissue
of shares of such series or of any additional shares of
Preferred Stock.
(h) The limitations and restrictions, if any, upon
the distribution of the assets of the Corporation (including
by means of dividends) and the rights of the holders of shares
of such series upon the dissolution of, or upon any
distribution of the
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assets of the Corporation.
(i) Such other preferences and relative,
participating, optional or other special rights, or
qualifications, limitations or restrictions thereof as shall
not be inconsistent with this Article FOURTH.
(2) Except as otherwise required by law and except for such
voting powers with respect to the election of directors or other
matters as may be stated in the resolutions of the Board of Directors
creating any series of Preferred Stock, the holders of any such series
shall have no voting power whatsoever.
SECTION B: Provisions relating to Common Stock:
(1) Except as otherwise provided in this Article FOURTH and
except as shares are designated as Class A Common stock or Class B
Common Stock as the case may be, each share of Class A Common Stock
and each share of Class B Common Stock shall be identical in all
respects, shall have the same powers, preferences and rights without
preference of any class or share over any other class or share, and
each holder of such shares shall be entitled at any stockholders'
meeting to one vote for each such share standing in his name on the
books of the Corporation.
(2) (a) Except to the extent otherwise provided in the last
sentence of paragraph 2(b) of this Article FOURTH, on any vote for the
election of directors the
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holders of record of the issued and outstanding shares of
Class B Common Stock shall be entitled, voting separately as a class,
to elect the smallest number comprising more than half of the
directors to be elected, and the holders of record of the issued and
outstanding shares of Class A Common Stock (and any series of the
Preferred Stock entitled to vote for the election of directors) shall
be entitled, voting separately (or together with the Preferred Stock
entitled to vote) as a class, to elect the remaining directors to be
elected; provided, however, that this paragraph 2(a) shall not prevent
the holders of shares of Preferred Stock from being entitled, voting
separately as a class, to elect not more than two directors in case
dividends on the Preferred Stock shall be in default in an amount
equal to six full quarterly dividends payable thereon, so long as
after giving effect to the election of such two directors more than
one-half of the directors of the Corporation shall have been
elected by the holders of the shares of Class B Common Stock.
(b) Any director may be removed at any time, either with or
without cause, by the affirmative vote of the holders of record of a
majority of the issued and outstanding shares of the class or classes
of stock of the Corporation which elected such director or a
predecessor of such director. A special meeting of the stockholders
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of any class or classes of stock of the Corporation for the
purpose of removing a director as provided in the first sentence of
this paragraph (b) shall be called by the President or Secretary upon
receipt of written request therefor signed by or on behalf of the
holders of record of a majority of the issued and outstanding shares
of the class or classes of stock of the Corporation which elected
such director or his predecessor or signed by a majority of the
directors who were elected by such class or classes. In the event of
such removal, the vacancy in the Board of Directors caused thereby may
be filled at such meeting by the affirmative vote of the holders of
record of the issued and outstanding shares of the class or classes of
stock of the Corporation the holders of which so removed such
director.
SECTION C. Provisions relating to all classes of Stock:
(1) No holder of any class of stock of the Corporation shall
have any preemptive right to purchase or to subscribe for any
additional issue of stock of the Corporation of any class, or any
warrants, options or rights to purchase any such stock, or any other
securities convertible into or exchangeable for, or carrying options
or warrants to purchase, stock of any class of the Corporation.
(2) In the event that any proposed amendment of this
Certificate of Incorporation would alter in any manner any
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of the provisions of this Article FOURTH, then, in addition
to any other approvals required by law, by the provisions of this
Certificate of Incorporation or by the resolutions of the Board of
Directors creating any series of Preferred Stock, the affirmative vote
of the holders of record of a majority of the issued and outstanding
shares of Class B Common stock, voting separately as a class, shall
be necessary to the adoption of such amendment.
FIFTH: The minimum amount of capital with which the Corporation will
commence business is $1,000.00.
SIXTH: The names and places of residence of each of the incorporators
are as follows:
Name Residence
Peter O. A. Solbert RFD 3, Huntington, New York
David A. Lindsay RFD 3, Huntington, New York
Franklin E. Parker, 3d Washington Corner Road
Mendham, New Jersey
SEVENTH: The existence of the Corporation is to be perpetual.
EIGHTH: The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatsoever.
NINTH: The number of directors of the Corporation shall be fixed from
time to time by, or in the manner provided in, the By-Laws, but in no case
shall the number be less than three. Vacancies (unless the vacancy be caused
by the removal
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of a director and such vacancy be filled as provided in paragraph 3(b)
of Article FOURTH) and newly created directorships resulting from any increase
in the authorized number of directors shall be filled by a majority of the
directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors shall be elected and qualified. The election of directors of the
Corporation need not be by ballot unless the By-Laws so require.
In furtherance, and not in limitation of the powers conferred by law,
and in addition to the powers which may be conferred by the By-Laws, the Board
of Directors is expressly authorized: (a) To make, alter, amend or repeal the
By-Laws of the Corporation subject to the power of the stockholders of the
Corporation having voting power to alter, amend or repeal By-Laws made by the
Board of Directors.
(b) To remove at any time any officer elected or appointed by
the Board of Directors by such vote of the Board of Directors as may
be provided for in the By-Laws. Any other officer of the Corporation
may be removed at any time by a vote of the Board of Directors, or by
any committee or superior officer upon whom such power of removal may
be conferred by the By-Laws or by the vote of the Board of Directors.
(c) To determine whether any, and if any, what part, of the
annual net profits of the Corporation or of its net
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assets in excess of its capital shall be declared in dividends
and paid to the stockholders, and to direct and determine the use and
disposition of any such annual net profits or net assets in excess of
capital.
(d) To fix from time to time the amount of the profits of the
Corporation to be reserved as working capital or for any other lawful
purpose.
(e) From time to time to determine whether and to what
extent, and at what time and places and under what conditions and
regulations the accounts and books of the Corporation (other than the
stock ledger), or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any
account or book or document of the Corporation, except as conferred
by statute or authorized by the Board of Directors or by a resolution
of the stockholders.
(f) To establish bonus, profit sharing, stock option,
retirement or other types of incentive or compensation plans for the
employees (including officers and directors) of the Corporation and to
fix the amount of the profits to be distributed or shared and to
determine the persons to participate in any such plans and the
amount of their respective participations.
(g) To authorize, and cause to be executed, mortgages and
liens upon the real and personal property of the Corporation.
TENTH: No contract or other transaction between the
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Corporation and any other corporation and no other act of the
Corporation with relation to any other corporation shall, in the absence of
fraud, in any way be invalidated or otherwise affected by the fact that any
one or more of the directors of the Corporation are pecuniarily or otherwise
interested in, or are directors or officers of, such other corporation. Any
director of the Corporation individually, or any firm or association of which
any director may be a member, may be a party to, or may be pecuniarily or
otherwise interested in, any contract or transaction of the Corporation,
provided that the fact that he individually or as a member of such firm or
association is such a party or so interested and the extent of such interest
shall be disclosed or shall have been known to a majority of the whole Board
of Directors present at any meeting of the Board of Directors at which action
upon any such contract or transaction shall be taken; and any director of the
Corporation who is also a director or officer of such other corporation or who
is such a party or so interested may be counted in determining the existence
of a quorum at any meeting of the Board of Directors which shall
authorize any such contract or transaction, with like force and effect
as if he were not such director or officer of such other corporation or not
so interested. Any director of the Corporation may vote upon any contract or
other transaction between the Corporation and any subsidiary or affiliated
corporation without regard to the fact that he is also a director of such
subsidiary or affiliated corporation.
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ELEVENTH: The corporation shall indemnify its directors, officers,
agents, and employees to the fullest extent permitted under Delaware General
Corporation Law, as the same exists or may hereafter be amended.
The rights conferred on any person by the preceding sentence shall not
be exclusive of any other right which such person may have or hereafter
acquire under any statute, provision of this Certificate of Incorporation,
Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise. The Corporation may 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, other enterprise or
committee 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.
No director of the Corporation shall be liable to the Corporation or
it stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the directors' duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which
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the director derived an improper personal benefit.
Neither the amendment nor repeal of this Article ELEVENTH, nor the
adoption of any provision of the Corporation's Certificate of Incorporation
inconsistent with this Article ELEVENTH, shall eliminate or reduce the effect
of this Article ELEVENTH in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Article ELEVENTH, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
TWELFTH: Each officer, director, or member of any committee
designated by the Board of Directors shall, in the performance of his duties,
be fully protected in relying in good faith upon the books of accounts or
reports made to the Corporation by any of its officials or by an independent
public accountant or by an appraiser selected with reasonable care by the
Board of Directors or by any such committee or in relying in good faith upon
other records of the Corporation.
THIRTEENTH: Both the stockholders and the directors of the
Corporation may, if the By-Laws so provide, hold their meeting and the
corporation may have an office or offices and may keep its books (except such
as are required by the laws of the State of Delaware to be kept in Delaware)
within or without the State of Delaware, at such place or places as may from
time to time be designated by the Board of Directors.
FOURTEENTH: The Corporation hereby reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation in the manner now or
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hereafter prescribed by the laws of the State of Delaware and all
rights conferred on stockholders therein are granted subject to this
reservation.
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