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Exhibit 3.32
State of West Virginia
[SEAL]
Certificate
I, Ken Hechler, Secretary of State of the
State of West Virginia, hereby certify that
originals of the Articles of Amendment to the Articles of Incorporation of
KINGSTON MINING, INC.
are filed in my office, signed and verified, as required by the provisions of West Virginia Code §31-1-31 and conform to law. Therefore, I issue this
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
of the corporation, to which I have attached a duplicate original of the Articles of Amendment.
| | | CORP 551 956 |
| | | Recorded In Above Book and Page
11/15/2000 10:02:20 AM
Alma Y. King
County Clerk
Kanawha County, WV |
| | | Deed Tax | | 0.00 |
| | | Recording Fee | | 5.00 |
| | | TOTAL | | 5.00 |
[SEAL] |
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Given under my hand and the Great Seal of the State of West Virginia on this day of November 8, 2000 |
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/s/ KEN HECHLER
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| | | Secretary of State |
CORP 551 957
FILED
NOV 08 2000
IN THE OFFICE OF
SECRETARY OF STATE
WEST VIRGINIA
| KEN HECHLER | | | | Penney Barker, Supervisor |
| Secretary of State | | | | Corporations Division |
| State Capitol, W-133 | | [SEAL] | | Tel: (304) 558-8000 |
| 1900 Kanawha Blvd East | | | | Fax: (304) 558-0900 |
| Charleston, WV 25305-0770 | | | | Hrs: 8:30 am - 4:30 pm ET |
www.state.wv.us/sos |
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wvsos@secretary.state.wv.us |
WEST VIRGINIA
ARTICLES OF INCORPORATION
PROFIT AMENDMENT |
| FEE: $25.00 | | | | FILE TWO ORIGINALS |
| plus any license tax increase | | | | |
| 1. | | The name of the corporation currently registered with the Secretary of State is: | | Kingston Mining, Inc.
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2. |
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The date of the adoption of the amendment(s) was: |
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October 25, 2000
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In accordance with WV Code §31-1-107, the shareholders/board of directors have adopted the following amendment(s) to the Articles of Incorporation and/or purposes of the corporation: |
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Change of name to:
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Other (Attach amendments to form) |
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The amendments were adopted as follows: (check (a), (b) or (c) and complete the checked section) |
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ý |
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a. |
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No shares had been issued and the amendment was adopted by resolution of the board of directors. |
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b. |
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The outstanding shares were not divided into classes, and the amendment was adopted by a majority vote of outstanding shares entitled to vote, as follows: |
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Total Number
Outstanding Shares |
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Number Shares
Entitled to Vote |
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Shares Voted
For Amendment |
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Shares Voted
Against Amendment |
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c. |
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The outstanding shares were divided into the classes designated below with the number of outstanding shares as listed, and the amendment was was adopted by a majority vote of the outstanding shares of each class, as follows: |
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Designation of
Class |
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Number Shares
Entitled to Vote |
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Shares Voted
For Amendment |
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Shares Voted
Against Amendment |
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Form CD-2 Issued by Ken Hechler, Secretary of State, Charleston, WV Revised 9/99
| 5. | | (Complete this section only if the amendment provides for an exchange, reclassification or cancellation of issued shares.)
The means of making the exchange, reclassification or cancellation of issued shares will be: |
6. |
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(Complete this section only if the amendment provides for a change in the number of share or value of capital stock.) |
| | | The amount of authorized capital stock in the corporation will change: | | from shares at a par value of | | $ | |
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to shares at a par value of |
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$ |
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and thetotal authorized capital stock shall hereafter be: |
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$ |
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The means of making the change in the amount of stated capital will be: |
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8. |
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Articles of Amendment prepared by: |
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Sharon J. Fetherhuff
94 Inverness Terrace East, Suite 120
Englewood, CO 80112-5300
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The amendment was duly adopted as stated herein: (signatures of pres/vpand sec/asst sec required)
| 10/27/00 | | D. A. Birchfield | | /s/ D. A. BIRCHFIELD |
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| Date | | President/Vice President Name | | Signature |
10/27/00 |
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R. E. West |
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/s/ R. E. WEST |
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| Date | | Secretary/Ass't Secretary Name | | Signature |
Acknowledgment for President/Vice President:
STATE OF West Virginia COUNTY OF Kanawha:
I do hereby certify that on this day of Oct. 27, 2000, that D. A. Birchfield personally appeared before me, who, being by me first duly sworn, declared that he/she is thePresident/Vice President of the above named corporation, that he signed the foregoing document asPresident/Vice President of the corporation, and that the statements therein contained are true.
| My commission expires: Sept 12, 2010 | | /s/ SHARON R. MURPHY
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| [SEAL] | | Signature of Notary Public |
| (seal) | | |
Acknowledged for Secretary/Asst-Secretary:
STATE OF West Virginia COUNTY OF Kanawha:
I do hereby certify that on this day of Oct. 27, 2000, that R. E. West personally appeared before me, who, being by me first duly sworn, declared that he/she is theSecretary/Asst. Secretary of the above named corporation, that he signed the foregoing document asSecretary/Asst. Secretary of the corporation, and that the statements therein contained are true.
| My commission expires: Sept 12, 2010 | | /s/ SHARON R. MURPHY
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| [SEAL] | | Signature of Notary Public |
| (seal) | | |
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of Kingston Mining, Inc. is amended by deleting the last sentence of Article VI so that the Article shall read as follows:
"The amount of the total authorized capital stock of said corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into One Thousand shares of the par value of One Dollar ($1.00) each."
This Instrument was presented to the Clerk of the County Commission of Kanawha County, West Virginia, on NOV 15 2000 and the same is admitted to record.
| | | Teste: | /s/ ALMA Y. KING | Clerk |
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| | | Kanawha County Commission |
State of West Virginia
[SEAL]
Certificate
I, Ken Hechler, Secretary of State of the
State of West Virginia, hereby certify that
by the provisions of Chapter 31, Article 1, Sections 27 and 28 of the West Virginia Code, the Articles of Incorporation
KINGSTON MINING, INC.
conform to law and are filed in my office. I therefore declare the organization to be a Corporation for the purposes set forth in its Articles, with the right of perpetual existence.
Therefore, I hereby issue this
CERTIFICATE OF INCORPORATION
to which I have attached a duplicate original of the Articles of Incorporation
| [SEAL] | | |
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Given under my hand and the Great Seal of the State of West Virginia on this Eighth day of September 1997 |
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/s/ KEN HECHLER
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| | | Secretary of State |
| | | | | FILED
SEP 08 1997
IN THE OFFICE OF
SECRETARY OF STATE
WEST VIRGINIA |
ARTICLES OF INCORPORATION
OF
KINGSTON MINING, INC.
I.
The undersigned agrees to form a corporation by the name of Kingston Mining, Inc.
II.
The address of the principle office of said corporation will be located at 1520 Kanawha Boulevard, East, in the City of Charleston, in the County of Kanawha, State of West Virginia, 25311.
III.
The purpose or purposes for which this corporation is formed is to engage in the mining and processing of coal and any and all other lawful purposes for which corporations may be operated in the State of West Virginia.
IV.
Provisions granting preemptive rights are: None.
V.
Provisions for the regulation of the internal affairs of the corporation are set forth in the By-Laws of the corporation, a copy of which are on file at the principle office thereof.
VI.
The amount of the total authorized capital stock of said corporation shall be One Thousand Dollars ($1,000.00), which shall be divided into One Thousand shares of the par value of One Dollar ($1.00) each. The sole initial stockholder shall be Riverton Coal Production, Inc., with an initial holding of 500 shares.
VII.
The full name and address of the incorporator is as follows:
NAME
| | ADDRESS
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| Gary D. Kale | | 1520 Kanawha Boulevard, East
Charleston, West Virginia 25311 |
VIII.
The existence of this corporation is to be perpetual.
IX.
The address of the initial registered office of the corporation is Kingston Mining, Inc., 1520 Kanawha Boulevard, East, Charleston, West Virginia 25311 and the name of its initial registered agent at such address is Gary D. Kale.
X.
The number of directors constituting the initial board of directors of the corporation is two (2), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:
NAME
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| Gary D. Kale | | 1520 Kanawha Boulevard, East
Charleston, West Virginia 25311 |
Randy D. Hansford |
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1520 Kanawha Boulevard, East
Charleston, West Virginia 25311 |
I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of West Virginia, do make and file these ARTICLES OF INCORPORATION, and I have accordingly hereunto executed the same this 4th day of September, 1997.
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| | | /s/ GARY D. KALE
GARY D. KALE |
STATE OF WEST VIRGINIA
COUNTY OF KANAWHA, TO-WIT:
I, Cynthia A. White, a Notary Public, in and for the County and State aforesaid, hereby certify that GARY D. KALE, whose name is signed to the foregoing Articles of Incorporation, bearing date on the 4th day of September, 1997, this day personally appeared before me in my said county and acknowledged his signature to the same.
Given under my hand and official seal this 4th day of September, 1997.
My Commission Expires October 17, 2000.
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(NOTARY SEAL)
[SEAL]
OFFICIAL SEAL
NOTARY PUBLIC
STATE OF WEST VIRGINIA
CYNTHIA A. WHITE
150 NATHAN AVE.
MADISON, WV 25130
My Commission Expires Oct. 17, 2000 | | /s/ CYNTHIA A. WHITE
Notary Public |
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Exhibit 3.32
