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EXHIBIT 3.17
STATE OF ARIZONA
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF PHOENIX FUEL CO., INC.
Pursuant to the provisions of A.R.S. Section 10-061, the undersigned
corporation adopts the following attached articles of amendment to its articles
of incorporation:
FIRST: The name of the corporation is Phoenix Fuel Co., Inc.
SECOND: The document attached hereto as exhibit A sets forth amendments to
the articles of incorporation which were adopted by the shareholders
of the corporation on March 31, 1981, in the manner prescribed by
A.R.S. Section 10-059.
THIRD: The number of shares outstanding at the time of such adoption was
560 and the number of shares entitled to vote thereon was 560.
FOURTH: The corporation has outstanding only a single class of stock.
FIFTH: The number of shares voted for the amendments was 560 and the number
of shares voted against the amendment was 0.
SIXTH: The amendments do no effect any exchange, reclassification, or
cancellation of issued shares.
SEVENTH: The amendments do not effect a change in the amount of stated
capital.
EIGHTH: The amendments remove the corporation's limited period of existence
and thereby provide for perpetual succession.
DATED: March 31, 1981.
Phoenix Fuel Co., Inc.
By /s/ J.W. Wilhoit
-----------------------------------
J. W. Wilhoit, President
By /s/ T.A. Wilhoit
-----------------------------------
T.A. Wilhoit, Secretary
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ACKNOWLEDGEMENTS
STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this 31st day of
March, 1981, by J. W. Wilhoit, President of Phoenix Fuel Co., Inc., an Arizona
corporation, on behalf of the corporation.
/s/ David Frazer
-----------------------------------
Notary Public
My Commission Expires:
July 7, 1984
- ------------------
STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this 31st day of
March, 1981, by T. A. Wilhoit, Secretary of Phoenix Fuel Co., Inc., an Arizona
corporation, on behalf of the corporation.
/s/ David Frazer
-----------------------------------
Notary Public
My Commission Expires:
July 7, 1984
- --------------------
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EXHIBIT A
1. The following Article X is hereby added to the Articles of
Incorporation of Phoenix Fuel Co., Inc.:
"ARTICLE X
Subject to the further provisions hereof, the corporation shall
indemnify any and all of its existing and former directors, officers, employees
and agents against all expenses incurred by them and each of them including but
not limited to legal fees, judgments, penalties, and amounts paid in settlement
or compromise, which may arise or be incurred, rendered, or levied in any legal
action brought or threatened against any of them for or on account of any action
or omission alleged to have been committed while acting within the scope of
employment as director, officer, employee or agent of the corporation, whether
or not any action is or has been filed against them and whether or not any
settlement or compromise is approved by a court. Indemnification shall be made
by the corporation whether the legal action brought or threatened is brought by
or in the right of the corporation or by any other person. Whenever such
director, officer, employee or agent shall report to the president of the
corporation or the chairman of the board of directors that he or she has
incurred or may incur expenses, including but not limited to legal fees,
judgments, penalties, and amounts paid in settlement or compromise in a legal
action brought or threatened against him or her for or on account of any action
or omission alleged to have been committed by him or her while acting within the
scope of his or her employment as a director, officer, employee or agent of the
corporation, the board of directors shall, at its next regular or at a special
meeting held within a reasonable time thereafter, determine in good faith
whether, in regard to the matter involved in the action or contemplated action,
such person acted, failed to act, or refused to act willfully or with gross
negligence or with fraudulent or criminal intent. If the board of directors
determines in good faith that such person did not act, fail to act, or refuse to
act willfully or with gross negligence or with fraudulent or criminal intent in
regard to the matter involved in the action or contemplated action,
indemnification shall be mandatory and shall be automatically extended as
specified herein, provided however, that no such indemnification shall be
available with respect to liabilities under the Securities Act of 1933, and,
provided further, that the corporation shall have the right to refuse
indemnification in any instance in which the person to whom indemnification
would otherwise have been applicable shall have unreasonably refused to permit
the corporation, at its own expense and through counsel of its own choosing, to
defend him or her in the action."
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STATE OF ARIZONA
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF PHOENIX FUEL CO., INC.
Pursuant to the provisions of Section 10-061, Arizona Revised
Statutes, the undersigned corporation adopts the attached Articles of Amendment
to its Articles of Incorporation.
FIRST: The name of the corporation is Phoenix Fuel Co., Inc.
SECOND: The document attached hereto as Exhibit A sets forth an
amendment to the Articles of Incorporation which was adopted by the shareholders
of the corporation of October 1, 1977 in the manner prescribed by the Arizona
Revised Statutes.
THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 560; and the number of shares entitled to vote thereon
was 560.
FOURTH: The designation and number of outstanding shares of each
class or series entitled to vote thereon as a class or series were as follows:
CLASS OR NUMBER OF
SERIES SHARES
------ ------
Common Stock 560
FIFTH: The number of shares of each class or series entitled to vote
thereon as a class or series voted for or against such amendment, respectively,
was:
CLASS OR NUMBER OF NUMBER OF
SERIES SHARES FOR SHARES AGAINST
------ ---------- --------------
Common 560 -0-
SIXTH: No exchange, reclassification, or cancellation of issued
shares was provided for in the amendment.
SEVENTH: No change in the amount of stated capital was made by the
amendment.
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DATED: December 13, 1977.
PHOENIX FUEL CO., INC.
By /s/ J.W. Wilhoit
-------------------------------
J.W. Wilhoit, President
By /s/ T.A. Wilhoit
-------------------------------
T.A. Wilhoit, Secretary
STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this ___ day of
December, 1977, by J. W. Wilhoit, President of Phoenix Fuel Co., Inc., an
Arizona corporation, on behalf of the corporation.
/s/ David Frazer
-------------------------------
Notary Public
My Commission Expires:
July 7, 1980
- -------------------
STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this ___ day of
December, 1977, by T. A. Wilhoit, Secretary of Phoenix Fuel Co., Inc., an
Arizona corporation, on behalf of the corporation.
/s/ David Frazer
---------------------------------
Notary Public
My Commission Expires:
July 7, 1980
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EXHIBIT A
1. ARTICLE V is amended to read as follows:
"ARTICLE V
No holder of common stock shall have the right or power to transfer, pledge,
sell or otherwise dispose of any of the shares of the common stock of the
corporation, nor shall any transfer, pledge, sale or other disposition thereof,
unless such transfer be accomplished by right of inheritance or by operation of
law, be valid and effective until the shares of common stock proposed to be
transferred are first offered for sale to the corporation. Whenever tendered to
the corporation for purchase, the corporation shall have the right to purchase
any share or shares of said stock from the holder by paying therefor a price
fixed by the valuation put upon said stock by the stockholders at their last
annual meeting. If this corporation shall fail or refuse, for a period of ninety
(90) days after said shares of stock so offered, then the said stock shall be
offered on a ratable basis to the other holders of stock of this corporation,
and shall not be subject to the conditions hereinabove set forth. Upon the death
of any stockholder, the corporation shall have the right and option to purchase
the common stock of this corporation held by the deceased at the time of his
death by paying therefor the price determined in accordance with this section.
The purchase price therefor shall be paid in cash, within such time as shall be
agreed upon by the personal representative of the deceased, and the corporation.
Unless the corporation pays for such stock in cash or arrives at an agreement
with the personal representative of the deceased within one year from the date
such personal representative is legally qualified to act, then the personal
representative of the deceased shall be authorized to offer such stock for sale
to the other holders of stock in this corporation on a ratable basis according
to the percentage ownership of the other stockholders. In the event that the
other stockholders of stock in this corporation shall fail or refuse for a
period of ninety (90) days after said shares of stock are offered for sale, to
purchase the shares of stock so offered, the stockholder or personal
representative of a deceased stockholder shall be authorized to offer such stock
for sale to any other person or persons."
2. ARTICLE VIII is amended to read as follows:
"ARTICLE VIII
The holders from time to time of the common stock of the corporation shall have
pre-emptive rights as to any new or existing class of stock then or thereafter
authorized to be issued, including treasure stock. No resolution of the board of
directors authorizing the issuance of stock to which pre-emptive rights shall
attach may require such rights to be exercised within fewer than sixty days."
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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
PHOENIX FUEL CO., INC.
This is to certify that a special meeting of the stockholders of PHOENIX
FUEL CO., INC., an Arizona corporation, was held in Phoenix, Arizona, on the
18th day of April, 1960, written notice of the time, place and purpose of such
meeting having been given to all of the stockholders more than thirty (30) days
prior to the said meeting; all shares of the capital stock of the corporation
were present, and by the unanimous vote of those present, the following sections
of the Articles of Incorporation were amended to read as follows:
ARTICLE IV
The authorized amount of the capital stock of the corporation shall
be five thousand (5,000) shares, of the par value of One Hundred Dollars
($100.00) each, and shall be paid for at such time and in such manner as
the board of directors shall determine. All or any portion of the capital
stock of the corporation may be issued in payment for real or personal
property, services or any other thing of value, for the uses and purposes
of the corporation, and when so issued shall be fully paid, the same as
though paid for in cash, and the directors shall be the sole judges of the
value of any property, right or thing acquired in exchange for capital
stock. The shares of the capital stock of the corporation, when issued,
shall be fully paid and nonassessable.
ARTICLE VIII
The highest amount of indebtedness or liability, direct or
contingent, to which the corporation shall at any time subject itself,
shall be THREE HUNDRED THIRTY-THREE THOUSAND, THREE HUNDRED THIRTY-THREE
DOLLARS ($333,333.00).
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IN WITNESS WHEREOF, the undersigned, as president and secretary,
respectively, of the said corporation, have hereunto affixed their signatures
and the seal of said corporation this 19th day of April, 1960.
/s/ J.W. Wilhoit
-----------------------------------
J. W. Wilhoit, President
ATTEST:
/s/ Christine M. Wilhoit
- -----------------------------------
Christine M. Wilhoit, Secretary
STATE OF ARIZONA )
) ss
County of Maricopa )
On this, the 19th day of April, 1960, before me, the undersigned Notary
Public, personally appeared J. W. WILHOIT and CHRISTINE M. WILHOIT, who
acknowledged themselves to be the president and secretary, respectively, of
PHOENIX FUEL CO., INC., a corporation, and as such president and secretary,
being authorized so to do, executed the foregoing instrument for the purposes
therein contained, by signing their names as said president and secretary.
IN WITNESS WHEREOF I have hereunto set my hand and official seal.
/s/ Richard G. Kleindienst
----------------------------------
Notary Public
My Commission Expires:
January 16, 1963
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ARTICLES OF INCORPORATION
OF
PHOENIX FUEL CO., INC.
---------
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, having associated ourselves together for
the purpose of forming a corporation under and by virtue of the laws of the
State of Arizona, do hereby adopt the following Articles of Incorporation:
ARTICLE I.
The name of the corporation shall be PHOENIX FUEL CO., INC., and its
principal place of business within the State of Arizona shall be in the City of
Phoenix, in the County of Maricopa, in said State, but the board of directors
may designate other places, either within or without the State of Arizona, where
other offices may be established and maintained, and all corporate business
transacted.
ARTICLE II.
The names, residences and post office addresses of the incorporators
are as follows:
F. A. Wilhoit 5208 North 19th Drive
Phoenix, Arizona
Christine M. Wilhoit 5208 North 19th Drive
Phoenix, Arizona
J. William Wilhoit 5208 North 19th Drive
Phoenix, Arizona
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ARTICLE III.
The general nature of the business in which the corporation shall
engage is as follows:
1. To buy, sell, market, transport and otherwise deal in and with
respect to petroleum products of all kinds and classes;
2. To issue such notes, bonds, debentures, contracts, or other
security or evidences of indebtedness upon such terms and conditions and in such
manner and form as may be prescribed or determined by the board of directors;
3. To purchase, acquire, own, hold, sell, assign, transfer,
mortgage, pledge, or otherwise to acquire, dispose of, hold or deal in the
shares of the stock, bonds, debentures, notes or other security or evidences of
indebtedness of this or any other corporation, association or individual, and to
exercise all the rights, powers and privileges of ownership, including the right
to vote thereon to the same extent as a natural person might or could do;
4. To lend or invest the funds, with or without security, upon such
terms and conditions as shall be prescribed or determined by the board of
directors;
5. To borrow money and to issue bonds, debentures, notes, contracts,
and other evidences of indebtedness or obligations, and from time to time for
any lawful purpose to mortgage, pledge and otherwise charge any or all of its
properties, property rights, privileges and assets to secure the payment
thereof;
6. To act as agent, trustee, broker, or in any other fiduciary or
representative capacity;
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7. To purchase, own, hold or hypothecate any patent rights,
privileges, trademarks, or secret processes;
8. To act as surety or guarantor and to underwrite in whole or in
part, any contract, issue of stock, bonds, debentures or other securities or
evidences of indebtedness of any other corporation or association, or of any
person or persons;
9. To supervise and to manage or otherwise control properties or
property rights and to manage and conduct any business, venture or enterprise
for other persons, corporations or associations;
10. To make and perform contracts of every kind and description, and
in carrying on its business, or for the purpose of attaining and furthering any
of its objects, to do any and all things which a natural person might or could
do, and which now or hereafter may be authorized by law, and in general to do
and perform such acts and things and transact such business in connection with
the foregoing objects, not inconsistent with law, as may be necessary and
required.
The designation of any object or purpose herein shall not be
considered to be a limitation on qualification or in any manner to limit or
restrain the purposes and objects of the corporation.
ARTICLE IV.
The authorized amount of the capital stock of the corporation shall
be one thousand (1,000) shares, of the par value of one hundred dollars
($100.00) each, and shall be paid for at such time and in such manner as the
board of directors shall determine. All or any portion of the capital stock of
the corporation may be issued in payment for real or personal property, services
or any other thing of value, for the uses and purposes of the corporation,
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and when so issued, shall be fully paid, the same as though paid for in cash,
and the directors shall be the sole judges of the value of any property, right
or thing acquired in exchange for capital stock. The shares of the capital stock
of the corporation, when issued, shall be fully paid and non-assessable.
ARTICLE V.
The time of the commencement of the corporation shall be from the
date of the issuance to it of the certificate of incorporation by the Arizona
Corporation Commission, and it shall endure for the term of twenty-five (25)
years thereafter, with the privilege of renewal as provided by law.
ARTICLE VI.
The affairs of the corporation shall be conducted by a Board of
Directors and such officers as the directors may elect or appoint. The officers
and directors need not be stockholders of the corporation. The number of
directors shall be not less than three (3) nor more than five (5). Directors
shall hold office for one year, or until their successors are elected and
qualified, and shall be elected by the stockholders of the corporation at the
annual meeting thereof to be held at 10:00 o'clock A.M. on the second Monday in
January of each year, commencing with the year 1953. The time for holding the
annual meeting of the stockholders may be altered by the majority vote of the
stockholders at any meeting thereof.
Until the first annual meeting of the stockholders and until their
successors have been elected and qualified, the following named persons shall be
directors of the corporation:
F. A. Wilhoit
Christine M. Wilhoit
J. William Wilhoit
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In furtherance, and not in limitation of the powers conferred by
law, the board of directors is expressly authorized to adopt, amend and rescind
bylaws for the corporation, and to fill vacancies in any office or in the board
of directors resulting from any cause.
ARTICLE VII.
The private property of the stockholders, directors and officers of
the corporation shall at all times be exempt from all corporate debts and
liabilities whatsoever.
ARTICLE VIII.
The highest amount of indebtedness or liability, direct or
contingent, to which the corporation shall at any time subject itself, shall be
SIXTY-SIX THOUSAND, SIX HUNDRED SIXTY-SIX DOLLARS ($66,666.00).
ARTICLE IX.
RICHARD G. KLEINDIENST, whose address is 619 Title & Trust Building,
Phoenix, Arizona, and who has been a bona fide resident of the State of Arizona
for more than three (3) years last past, is hereby appointed and designated
Statutory Agent for the corporation for the State of Arizona, upon whom service
of process may be had.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this
6th day of January, 1953.
/s/ F.A. Wilhoit
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/s/ Christine M. Wilhoit
-----------------------------------
/s/ J. William Wilhoit
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STATE OF ARIZONA )
) ss.
County of Maricopa )
On this, the 6th day of January, 1953, before me the undersigned
Notary Public, personally appeared F. A. WILHOIT, CHRISTINE M. WILHOIT and J.
WILLIAM WILHOIT, known to me to be the persons whose names are subscribed to the
foregoing instrument, and acknowledged that they executed the same for the
purposes therein contained.
IN WITNESS WHEREOF I hereunto set my hand and official seal.
/s/ Richard G.Kleindienst
-----------------------------------
Notary Public
My commission expires:
January 16, 1955
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