QuickLinks -- Click here to rapidly navigate through this document
Exhibit 3.51
Delaware
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "RAG COAL DEVELOPMENT CORPORATION", CHANGING ITS NAME FROM "RAG COAL DEVELOPMENT CORPORATION" TO "FOUNDATION COAL DEVELOPMENT CORPORATION", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JULY, A.D. 2004, AT 10:56 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
| [SEAL] | | /s/ HARRIET SMITH WINDSOR
Harriet Smith Windsor, Secretary of State |
2296499 8100 |
|
AUTHENTICATION: 3266841 |
040559088 |
|
DATE: 07-30-04 |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RAG COAL DEVELOPMENT CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is RAG Coal Development Corporation.
2. The Certificate of Incorporation of the Corporation hereby is amended by changing the first Article thereof so that, as amended, said Article shall read as follows:
- "1.
- The name of the corporation is:
Foundation Coal Development Corporation"
3. The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.
4. The effective date of the Amendment herein certified shall be the date of filing.
Signed and attested to on July 30, 2004.
| | /s/ GREG A. WALKER
Greg A. Walker
Senior Vice President |
ATTEST: |
|
/s/ SHARON J. FETHERHUFF
Sharon J. Fetherhuff
Assistant Secretary |
|
| | State of Delaware
Secretary of State
Division of Corporations
Delivered 11:21 AM 07/30/2004
FILED 10:56 AM 07/30/2004
SRV 040559088—2296499 FILE |
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "CYPRUS COAL DEVELOPMENT CORPORATION", CHANGING ITS NAME FROM "CYPRUS COAL DEVELOPMENT CORPORATION" TO "RAG COAL DEVELOPMENT CORPORATION", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JUNE, A.D. 1999, AT 2 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
| [SEAL] | | /s/ EDWARD J. FREEL
Edward J. Freel, Secretary of State |
2296499 8100 |
|
AUTHENTICATION: 9840616 |
991267807 |
|
DATE: 06-30-99 |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CYPRUS COAL DEVELOPMENT CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is Cyprus Coal Development Corporation.
2. The Certificate of Incorporation of the Corporation hereby is amended by changing the first Article thereof so that, as amended, said Article shall read as follows:
- "1.
- The name of the corporation is:
RAG Coal Development Corporation"
3. The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.
4. The effective date of the Amendment herein certified shall be the date of filing.
Signed and attested to as of June 30, 1999.
| | CYPRUS COAL DEVELOPMENT CORPORATION |
|
/s/ GREG A. WALKER
Greg A. Walker
Senior Vice President |
ATTEST: |
|
/s/ SUSAN E. CHETLIN
Susan E. Chetlin
Assistant Secretary |
|
| [STATE OF DELAWARE SEAL] |
| | | | | RECEIVED
MAY 07 1992
LAW DEPARTMENT |
| Office of Secretary of State |
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "CYPRUS COAL DEVELOPMENT CORPORATION" FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF APRIL, A.D. 1992, AT 10 O'CLOCK A.M.
* * * * * * * * * *
| [SEAL] | | /s/ MICHAEL RATCHFORD
SECRETARY OF STATE |
|
|
AUTHENTICATION: *3436732 |
| 921185120 | | DATE: 05/04/1992 |
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 04/27/1992
921185120-2296499
CERTIFICATE OF INCORPORATION
OF
CYPRUS COAL DEVELOPMENT CORPORATION
- 1.
- The name of the corporation is:
Cyprus Coal Development Corporation
- 2.
- The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington County of New Castle. The name of its registered agent at such address is the Corporation Trust Company.
- 3.
- The nature of the business or purposes to be conducted or promoted is:
- 4.
- The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).
- 5.
- The name and mailing address of each incorporator is as follows:
NAME
| | MAILING ADDRESS
|
|---|
| Michael R. Peelish | | 9100 E. Mineral Circle
Englewood, CO 80112 |
Kathleen J. Gormley |
|
9100 E. Mineral Circle
Englewood, CO 80112 |
Sally E. Bowen |
|
9100 E. Mineral Circle
Englewood, CO 80112 |
- 6.
- The name and mailing address of each person who is to serve as a director until the first annual meeting of stockholders or until their respective successors are elected and qualify are as follows:
NAME
| | MAILING ADDRESS
|
|---|
| D. P. Brown | | 9100 E. Mineral Circle
Englewood, CO 80112 |
G. J. Malys |
|
9100 E. Mineral Circle
Englewood, CO 80112 |
D. J. Friedman |
|
9100 E. Mineral Circle
Englewood, CO 80112 |
The powers of the incorporators shall terminate upon the filing of this certificate of incorporation.
- 7.
- The corporation is to have perpetual existence.
- 8.
- In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the By-Laws of the corporation.
- 9.
- Elections of directors need not be by written ballot unless the By-Laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) 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 By-Laws of the corporation.
- 10.
- The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporates herein before named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, to make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 22nd day of April, 1992.
| | | /s/ MICHAEL R. PEELISH
Michael R. Peelish |
|
|
/s/ KATHLEEN J. GORMLEY
Kathleen J. Gormley |
|
|
/s/ SALLY E. BOWEN
Sally E. Bowen |
QuickLinks
Exhibit 3.51
