Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - FRONTIER OIL CORP /NEW/ | form10k.htm |
| EX-23 - EXHIBIT 23 - FRONTIER OIL CORP /NEW/ | ex23.htm |
| EX-10.12 - EXHIBIT 10.12 - FRONTIER OIL CORP /NEW/ | ex10-12.htm |
| EX-21 - EXHIBIT 21 - FRONTIER OIL CORP /NEW/ | ex21.htm |
| EX-10.11 - EXHIBIT 10.11 - FRONTIER OIL CORP /NEW/ | ex10-11.htm |
| EX-10.14 - EXHIBIT 10.14 - FRONTIER OIL CORP /NEW/ | ex10-14.htm |
| EX-32.2 - EXHIBIT 32.2 - FRONTIER OIL CORP /NEW/ | ex32-2.htm |
| EX-31.1 - EXHIBIT 31.1 - FRONTIER OIL CORP /NEW/ | ex31-1.htm |
| EX-32.1 - EXHIBIT 32.1 - FRONTIER OIL CORP /NEW/ | ex32-1.htm |
| EX-31.2 - EXHIBIT 31.2 - FRONTIER OIL CORP /NEW/ | ex31-2.htm |
| EX-10.62 - EXHIBIT 10.62 - FRONTIER OIL CORP /NEW/ | ex10-62.htm |
| EX-18 - EXHIBIT 18 - FRONTIER OIL CORP /NEW/ | ex18.htm |
| EX-10.61 - EXHIBIT 10.61 - FRONTIER OIL CORP /NEW/ | ex10-61.htm |
Exhibit 3.1
SECOND
AMENDED AND RESTATED
ARTICLES
OF INCORPORATION
OF
FRONTIER
OIL CORPORATION
(Pursuant
to Section 17-16-202 of the
Wyoming
Business Corporation Act)
FRONTIER
OIL CORPORATION (the “Corporation”),
a corporation organized and existing under and by virtue of the Wyoming Business
Corporation Act (the “WBCA”),
does hereby certify as follows:
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FIRST:
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The
name of the Corporation is “Frontier Oil
Corporation.”
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SECOND:
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The
prior Restated Articles of Incorporation of the Corporation were filed in
Office of the Secretary of State of the State of Wyoming (the “Secretary
of State”) on August 10, 1987 under the name “Wainoco Oil
Corporation.”
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THIRD:
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These
Second Amended and Restated Articles of Incorporation, which restate,
integrate and further amend the Amended and Restated Articles of
Incorporation of the Corporation, as amended, were
duly adopted in accordance with Section 17-16-1003 of the
WGCA.
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FOURTH:
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These
Second Amended and Restated Articles of Incorporation shall become
effective immediately upon their filing with the Secretary of
State.
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FIFTH:
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The
Amended and Restated Articles of Incorporation of the Corporation, as
amended, are hereby amended and restated to read in its entirety as
follows:
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ARTICLE
I
NAME
The name
of the Corporation is “Frontier Oil Corporation” (the
“Corporation”).
ARTICLE
II
REGISTERED
OFFICE AND REGISTERED AGENT
The
registered office of the Corporation in the State of Wyoming is 1720 Carey
Avenue, Cheyenne, Wyoming 82001, and the name of its registered agent in this
state at such address is CT Corporation System.
ARTICLE
III
PURPOSE
The
purpose for which the Corporation is organized is to engage in any and all
lawful business and activities for which corporations may be organized under the
Wyoming Business Corporation Act (“WBCA”).
ARTICLE
IV
CAPITALIZATION
Section
4.1 Authorized
Capital.
The aggregate number of shares of all
classes of stock which the corporation shall have authority to issue is
180,500,000 shares consisting of and divided into:
(i) one
class of 180,000,000 shares of Common Stock no par value; and
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(ii)
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one
class of 500,000 shares of Preferred Stock, $100 par value per share,
which may be divided into and issued in Series, as hereinafter
provided.
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Section
4.2 Preferred
Stock.
The
Preferred Stock may be issued from time to time in one or more
series. Authority is hereby expressly granted to and vested in the
Board of Directors to authorize from time to time the issuance of Preferred
Stock in one or more series and to fix from time to time the number of shares to
be included in any series and the designations, powers, preferences and
relative, participating, option or other special rights, and qualifications,
limitations or restrictions thereof, of all shares of such series, all of which
shall be stated in a resolution or resolutions providing for the issuance of
such Preferred Stock (a “Preferred Stock Designation”).
Subject
to the rights of the holders of any series of Preferred Stock pursuant to the
terms of any Preferred Stock Designation, the number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote generally in the
election of directors. Except as otherwise provided by law or by a
Preferred Stock Designation, the holders of Preferred Stock shall not be
entitled to vote at or receive notice of any meeting of
shareholders.
Section
4.3 Common
Stock.
(a) The
holders of shares of Common Stock shall be entitled to vote upon all matters
submitted to a vote of holders of shares of Common Stock of the Corporation and
shall be entitled to one vote for each share of Common Stock held.
(b) Subject
to the prior rights and preferences (if any) applicable to shares of Preferred
Stock of any series, the holders of shares of Common Stock shall be entitled to
receive such dividends (payable in cash, stock or otherwise) as may be declared
thereon by the Board of Directors at any time and from time to time out of any
funds of the Corporation legally available therefor.
(c) In
the event of any voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation, after payment or provision for payment of the debts and
other liabilities of the Corporation and subject to the preferential or other
rights (if any) of the holders of shares of the Preferred Stock in respect
thereof, the holders of shares of Common Stock shall be entitled to receive all
of the remaining assets of the Corporation available for distribution to its
shareholders, ratably in proportion to the number of shares of Common Stock held
by them. For purposes of this paragraph (c), a liquidation,
dissolution or winding-up of the Corporation shall not be deemed to be
occasioned by or to include (i) any consolidation or merger of the Corporation
with or into another corporation or other entity or (ii) a sale, lease, exchange
or conveyance of all or a part of the assets of the Corporation.
ARTICLE
V
DIRECTORS
Section
5.1 Number
and Term.
The number of directors of the
Corporation shall from time to time be fixed exclusively by the bylaws of the
Corporation, as the same may be amended from time to time (the
“Bylaws”).
Section
5.2 Limitation
of Personal Liability.
To the
fullest extent now or hereafter permitted by the WBCA, no person who is or was a
director of the Corporation shall be personally 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 17-16-833 of the WBCA, or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment to or
repeal of this Section 5.2 shall apply to or have any effect on the liability of
any director for or with respect to acts or omissions occurring prior to such
amendment or repeal.
ARTICLE
VI
BYLAWS
The Board
of Directors is expressly authorized and empowered to adopt, alter, amend or
repeal the Bylaws but only by the affirmative vote of a majority of the number
of directors then in office.
ARTICLE
VII
INDEMNIFICATION;
INSURANCE
Section
7.1 Indemnification
of Directors and Officers.
The
Corporation shall indemnify, to the fullest extent permitted by applicable law
(as now or hereafter in effect) and pursuant to the Bylaws, each person who is
or was a director or officer of the Corporation, and may indemnify each employee
and agent of the Corporation and all other persons whom the Corporation is
authorized to indemnify under the provisions of the WBCA, from and against all
expenses, liabilities or other matters arising out of or in any way related to
their status as such or their acts, omissions or services rendered in such
capacities.
Section
7.2 Insurance.
The Corporation shall have the power to
purchase and maintain insurance on behalf of 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 or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the Corporation would have the power to indemnify him or her against such
liability.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, these Second Amended and Restated Articles of Incorporation
have been executed for and on behalf and in the name of the Corporation by its
duly authorized officer on May 1, 2009.
FRONTIER
OIL CORPORATION
By: /s/ Michael C.
Jennings
Name: Michael
C. Jennings
Title: President
& CEO