ARTICLES OF INCORPORATION
OF
MINING TECHNOLOGIES, INC.
1. Corporate Name. The Corporation's name shall be Mining Technologies,
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Inc.
2. Authorized Shares. The Corporation shall have authority to issue One
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Thousand (1,000) shares of no par value common stock.
3. Registered Office and Agent. The street address of the Corporation's
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initial registered office shall be 2700 Lexington Financial Center, Lexington,
Kentucky 40507. The name of the Corporation's initial registered agent at that
office shall be BTH Inc., Lexington.
4. Principal Office. The mailing address of the Corporation's principal
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office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.
5. Incorporator. The name and mailing address of the incorporator are:
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Paul E. Sullivan, 2700 Lexington Financial Center, Lexington, Kentucky 40507.
6. Action by Shareholders in Lieu of Meeting. Any action required or
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permitted to be taken at a shareholders' meeting may be taken without a meeting
and without prior notice if the action is taken by shareholders entitled to vote
on the action who represent not less than eighty percent (80%) of the votes
entitled to be cast on such action (or such higher percentage as may be required
by these Articles), except for the election of directors, which shall require
the written consent of all the shareholders entitled to vote in the election.
Notice of the taking of any action by shareholders without a meeting by less
than unanimous written consent shall be given promptly after the action becomes
effective to those shareholders entitled to vote on the action who have not
consented in writing.
7. Indemnification. Each person who is or becomes an executive officer
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or director of the Corporation shall be indemnified and advanced expenses by the
Corporation with respect to all threatened, pending or completed actions, suits
or proceedings in which that person was, is, or is threatened to be made a named
defendant or respondent because he is or was a director or executive officer of
the Corporation. This Article obligates the Corporation to indemnify and
advance expenses to its executive officers or directors only in connection with
proceedings arising from that person's conduct in his official capacity with the
Corporation to the extent permitted by the Kentucky Business Corporation Act, as
amended from time to time. The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any other rights to
which directors and executive officers may be entitled under any agreement, vote
of shareholders or disinterested directors, or otherwise. The Corporation may
indemnify and advance expenses to any employee or agent to the fullest extent
permitted by law.
8. Limitation of Director Liability.
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(a) Except as otherwise provided by Subsection (b) below, no director
of the Corporation shall have any personal liability to the Corporation or its
shareholders for monetary damages for breach of his duties as a director.
(b) Nothing in Article 8 (a) above shall be deemed or construed to
eliminate or limit the liability of a director for:
(i) Any transaction in which the director's personal financial
interest is in conflict with the financial interests of the Corporation or its
shareholders;
(ii) Acts or omissions not in good faith or which involve
intentional misconduct or are known to the director to be a violation of law;
(iii) Any vote for or assent to an unlawful distribution to
shareholders as prohibited under KRS 271B.8-330 (or under any corresponding
provision of the Kentucky Business Corporation Act, as amended from time to
time); or
(iv) Any transaction from which the director derived an improper
personal benefit.
/s/ PAUL E. SULLIVAN
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Paul E. Sullivan, Incorporator
Date: December ___, 1997
Prepared by:
________________________________
Jeff Jefferson
Brown, Todd & Heyburn PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000
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