EX-3.61 63 h08423exv3w61.txt CERTIFICATE OF AMEND. TO CERT. OF INCORPORATION EXHIBIT 3.61 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Westlake CA&O Corporation, 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 sole member of the Board. of Directors of said corporation, by written consent filed with the minutes of the Board pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation: RESOLVED: That the Certificate of Incorporation of Westlake CA&O Corporation be amended by changing paragraph 1 thereof so that, as amended, said paragraph shall be and read as follows: 1. The name of the corporation is WESTLAKE VINYLS, INC. SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder of said corporation has given written consent to said amendment in accordance with Section 228 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 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Westlake CA&O Corporation has caused this certificate to be signed by its President this 28th day of September, 2001. WESTLAKE CA&O CORPORATION /s/ A. Chao -------------------------- Albert Chao President