Minutes of Houston Oil Company of Texas

-Second-

The purpose for which the corporation is formed is the establishing and maintaining an oil company with the right and power to acquire own and hold lands by lease or purchase for said business - and for the purpose of prospecting for - developing - saving - transporting - refining and marketing minerals of whatever kind - coal petroleum - fuel oils, illuminating oils, lubricating oils, - also the right to erect - build and own all necessary oil tanks - cars and pipes necessary for the handling and transportation of all the oil produced by this Company and for the operation of its business.

Third

The principal place where the business of this corporation is transacted shall be in the City of Houston - Harris County Texas - where its office for the meeting of shareholders and the transaction of its corporate busines shall be kept. Its general or commercial business shall be conducted in the Counties of Jefferson Liberty - Hardin - Tyler, Newton - Orange - Jasper - Sabine Polk - San Jacinto - San Augustine - Angelina - Nacogdoches - Navarro Nueces - Bee - San Patricio - Arkansas - and in all other Counties in the State of Texas and in all other States and Territories of the United States and foreign countries.

Fourth

This corporation shall exist for the term of fifty years from the date of the filing of this Charter in the office of the Secretary of State of the State of Texas.

Fifth

The business of this corporation shall be conducted by a Board of nine Directors - which may be increased or diminished in the manner provided by law and the names and places of residence of those who are appointed such Directors for the first year are as follow. J. Wilcox Brown of Baltimore Maryland. Finis E. Marshall and Henry T Kent of St Louis Missouri - Nathaniel D Silsbee of Boston Massachusetts - S. B. Cooper of Beaumont Texas. B. F. Bonner - A. A. Wilson - Joe H. Eagle and O. C. Drew all of Houston Harris County Texas.

Sixth

The amount of capital stock of this corporation shall be Thirty Million Dollars - divided into 300,000 shares of the par value of One Hundred Dollars each - of which 100,000 shares amounting to Ten Million Dollars shall be preferred stock and

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Two hundred thousand shares amounting to Twenty Million Dollars shall be common stock. All of the preferred stock may be redeemed at any time upon payment of its par value and five per cent premium thereon - together with all dividends then accrued and unpaid on the stock so redeemed.

The preferred stock shall be entitled to dividends out of the surplus net profits of the Company - as ascertained by the Board of Directors - at the rate of but not exceeding six per cent per annum - payable semi-annually in each fiscal year from and after the first day of July 1901 - which dividend shall be paid in priority and preference to any dividend on the common stock - and shall be cumulative.

In the event of the liquidation or dissolution of the Company - the holders of the preferred stock then outstanding shall be entitled to receive the par value thereof out of the funds and assets of the Corporation then remaining before anything shall be paid therefrom to the holder of the Common stock.

If surplus net profits shall remain in any fiscal year after the payment in full of the dividends upon the preferred stock then accrued - all such surplus net profits shall be applicable to such dividends on the common stock - as the Board of Directors may see fit to declare.

The Company in pursuance of resolutions of its Board of Directors may from time to time sell - lease - pledge - mortgage or otherwise dispose of its estate and properties or any part or parts thereof - as the Board of Directors may determine - and the rights and privileges of the preferred and common stock as above declared are hereby expressly made subject thereto.

Seventh

This Corporation shall have excersise and enjoy all the rights and powers conferred by law upon private corporations - including the power of its Board of Directors to adopt such By-Laws from time to time for the government of this corporation as the majority of said Board may determine - subject to the provisions of the Statutes of the State of Texas.

Witness our hands at Houston Texas this 3rd day of July 1901. (Signed) B. F. Bonner Joe. N. Eagle S. B. Cooper

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State of Texas County of Harris

Before me the undersigned authority on this day personally came B. F. Bonner - Joe H. Eagle and S. B. Cooper - known to me to be the persons whose names are subscribed to the foregoing instrument and acknowledged to me that they executed the same for the purposes and considerations therein expressed

Given under my hand and seal of office this 3rd day of July A. D 1901. (Seal) Signed E. J. Eyres Notary Public Harris County Texas.

State of Texas County of Harris.

I, B. F. Bonner one of the organizers of and a Director in the foregoing corporation solomnly swear that fifty (50%) per cent of the authorized Capital of said corporation has been subscribed and Ten (10%) per cent paid in Signed B. F. Bonner

Sworn to and subscribe before me this 3rd day of July A. D 1901. Signed E. J. Eyres Notary public Harris County Texas

(Seal)

Endorsed Filed in the office of the Secretary of State this 5th day of July 1901. Geo. T. Keeble Chief Clerk - Acting Secretary of State

Department of State I, Geo. T. Keeble Chief Clerk - Acting Secretary of State of the State of Texas do hereby certify that the foregoing is a true copy of the Original Charter of The Houston Oil Company of Texas with the endorsements thereon - as now appears of record in this department.

Witness my official signature and the Seal of the State affixed at the City of Austin this 5th day of July A.D 1901.

Signed Geo. T. Keeble Chief Clerk - Acting Secretary of State (Seal)

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Thereupon the Following Resolution was presented and unanimously adopted.

By-Laws Resolved by the Board of Directors of the Houston Oil Company of Texas that the following be and they are hereby adopted as the By-Laws of the Houston Oil Company of Texas.

1 The officers of this company shall consist of a President - First Vice President - Second Vice President - General Manager - Secretary and Auditor and Treasurer and such other officers as may from time to time be elected by the Board of Directors. Each of the above named officers shall be elected by the Board of Directors and each to be a stockholder of the Company - except the Secretary Auditor and Treasurer and such subordinate officers as may be hereafter selected

2 The Board of Directors shall have the general management of the affairs of the Company and may from time to time confer upon the officers of the Company such additional powers duties and authorities as said Board may deem proper - not contrary to the act of incorporation of this Company and these By-Laws.

3 The Board of Directors of the Company shall be elected by the stockholders at the annual meeting of the stockholders - and for the term of one year thereafter - and shall hold their offices until their successors are elected and qualified.

4 The Board of Directors shall hold a regular meeting on the first Tuesday of each month at 10 A.M. and may hold special meetings whenever same are called as directed by these By-Laws.

5 A majority of the Directors shall constitute a quorum at any meeting - but a smaller number may adjourn a meeting from day to day.

6 Special meetings of the Board of Directors may be called by the President or by any three members of the Board.

7 All vacancies on said Board shall be filled by the Board at a regular or special meeting.

8 The Board of Directors may appoint an executive committee of three stockholders of the Company and confer on them such powers and prescribe such duties as such Board of Directors may deem proper - not contrary to the act of incorporation of this Company or these By Laws.

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9 The Board of Directors shall prepare proper certificates of stock and the stock of the company as issued shall be evidenced by such certificates - same to be signed by the President or one of the Vice Presidents of the Company and attested by the Secretary.

10 The Board of Directors shall have the power and authority to mortgage - pledge or otherwise encumber any or all of the property of the Company to secure any indebitness that may be incurred in the acquirement of property by the corporation or in the conduct of its corporate business - or in securing any obligation or obligations said corporation may enter into - to endorse or guarantee any certificate of beneficial interest that may hence after be issued by any Trust Company or other organization at the instance of this Corporation against or in or to any contract or contracts of a sale of any timber growing upon any of the lands of said Company or against any or to any of the proceeds or avails of any such contract or contracts.

11 The Board of Directors shall also have authority to accept the resignation of any of its members or of any officer of Company.

12 The Stockholders of the Company shall hold a regular annual meeting at the office of the Company on the second Tuesday of the month of November in each year at 10 a.m.

13 Stockholders may vote at any meeting in person or by proxy and each share of stock shall be entitled to one vote. A majority of all the stock issued shall constitute a quorum at any meeting.

14 Special meetings of the stockholders may be called by the President and majority of the Board of Directors - or one third of the total stock issued. Ten days notice of such meeting shall be given by letter or wire - addressed to the last known Post office address of each stockholder - and by notice published for Ten days in some daily paper published in the city of Houston.

15 No stock shall be transfered except in writing and such transfer shall be duly entered on the transfer books of the Company.