EXHIBIT 3.33
CERTIFICATE OF INCORPORATION
OF
WESTLAKE INTERNATIONAL CORPORATION
ARTICLE I
The name of the corporation is Westlake International Corporation.
ARTICLE II
The registered agent of the corporation is The Corporation Trust
Company. The address of such registered office in the State of Delaware is The
Corporation Trust Center, 1209 Orange Street in the city of Wilmington, county
of New Castle, Delaware 19801.
ARTICLE III
The nature of the business or purposes to be conducted or
promoted by the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
ARTICLE IV
The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000) shares of common stock at a par
value of One and No/100 Dollars ($1.00) each.
ARTICLE V
The name and mailing address of the incorporator are as follows:
Bob Casey, Jr. 2900 South Tower
Pennzoil Place
Houston, Texas 77002-2781
ARTICLE VI
The name and mailing address of the person who is to serve as
the director of the corporation until the first annual meeting of the
stockholders of the corporation or until a successor is elected and qualified is
as follows:
Bob Casey, Jr. 2900 South Tower
Pennzoil Place
Houston, Texas 77002-2781
ARTICLE VII
In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to adopt, amend or
repeal the bylaws of the corporation.
ARTICLE VIII
Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.
All action required to be taken or which may be taken at any
annual or special meeting of stockholders of the corporation may be taken
without a meeting, and the power of stockholders to consent in writing, without
a meeting, to the taking of any action is specifically granted.
Meetings of stockholders may be held within or without the State
of Delaware, as the bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes of the State of Delaware)
outside the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the bylaws of the corporation.
ARTICLE IX
A director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended. Any repeal or modification of
the foregoing sentence shall not adversely affect any right or protection of a
director of the corporation existing hereunder with respect to any act or
omission occurring prior to such repeal or modification.
ARTICLE X
The corporation reserves the right to amend, alter or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by the laws of the State of Delaware, and to add additional
provisions authorized by such laws as are then in force. All rights conferred on
the directors or stockholders of the corporation herein or in any amendment
hereof are granted subject to this reservation.
ARTICLE XI
The corporation shall indemnify its directors and officers, and
may indemnify its employees and agents, to the extent permitted by the General
Corporation Law of the State of Delaware.
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I, THE UNDERSIGNED, being the incorporator hereinabove named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State 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 16th day of July, 1992.
By: /s/ Bob Casey, Jr.
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Bob Casey, Jr.
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