CERTIFICATE OF INCORPORATION
OF
MARTIKI COAL CORPORATION
We, the undersigned, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to provisions of the General Corporation
Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the company is Martiki Coal Corporation.
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SECOND: Its registered office in the State of Delaware is located at 100
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West Tenth Street, in the City of Wilmington, County of Newcastle. The name and
address of its registered agent is The Corporation Trust Company, 100 West Tenth
Street `Wilmington, Delaware 19801.
THIRD: The nature of the business and objects or purposes to be
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transacted, promoted or carried on are:
To do any and all things to the same extent as natural persons might or
could do;
To acquire, own, hold, possess, sell, lease, operate and develop real
estate in connection with the development, production, marketing and trading of
coal and other elements or hydrocarbons situated within such real estate; to
mine, process, market and deal in and with coal, its by-products and
hydrocarbons of all kinds; to acquire titles, deeds, grants, decrees, leases,
options, rights and privileges for lands, minerals, coal, water and timber and
all other minerals of whatsoever kind and nature or any of them, and to use,
develop, mine and turn the same to account; to acquire, hold, explore, work,
develop, produce, lease and otherwise obtain lands and rights and privileges
with respect to lands containing coal, water, timber, hydrocarbons and other
products and their by-products and to sell, rent, lease and otherwise use,
develop and deal in and with such lands, rights and privileges and the coal,
water, timber, hydrocarbons, or other products and by-products thereof and to
dispose of them or any of them commonly for money or for stocks or bonds or upon
execution or for royalties or for any one or more of the foregoing or for any
other interest or consideration;
To purchase or otherwise acquire, own, hold, possess, trade, sell,
mortgage, convey, and demise interests in coal lands; to enter into contracts,
agreements, binding interest arrangements, sales contracts, or any other kind of
agreements or contracts dealing with the leasing, exploring, developing, mining,
producing, sale or otherwise obtaining lands and rights and privileges with
respect to lands containing coal or any other type of minerals susceptible to
mining, producing, capturing or otherwise acquiring possession thereof;
To build, erect, construct, purchase, acquire, equip, lease, own, hold,
and operate plants, tipples, conveyors, washing plants and other manufactories
for the purpose of extracting, or other wise treating coal from whatever source,
said coal may be derived; to acquire by gift, demise, lease, license, purchase,
or in any other lawful manner, plants, tipples, conveyers and manufactories for
the purpose of extracting coal hydrocarbons and any other substances from coal;
to purchase, acquire, buy, sell, distribute
Notwithstanding any other provision contained in this Certificate of
Incorporation, this corporation shall not be authorized to construct, maintain
or operate public utilities within the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
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have authority to issue is ten thousand (10,000) and the par value of each such
share is three thousand dollars ($3,000.00), amounting in the aggregate to
thirty million dollars ($30,000,000.00).
FIFTH: The minimum amount of capital which the corporation shall
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commence business with is three thousand dollars ($3,000.00).
SIXTH: The names and addresses of the incorporators are as follows:
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Names Addresses
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Robert E. Thomas 1437 So. Boulder Ave., Tulsa, Okla. 74119
Bruce C. Wilson 1437 So. Boulder Ave., Tulsa, Okla. 74119
Eugene 0. Bell 1437 So. Boulder Ave., Tulsa, Okla. 74119
SEVENTH: The corporation is to have perpetual existence.
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EIGHTH: The private property of the stockholders shall not be subject to
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the corporate debts to any extent whatever
NINTH: The following provisions are inserted for the management of the
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business and for the conduct of the affairs of this corporation and for the
further definition, limitation and regulation of the powers of this corporation
and of its directors and stockholders:
(1) The number of directors of the corporation shall be such as from time
to time fixed by, or in the manner provided in the By-Laws, but shall not be
less than three. Election of directors need not be by ballot unless the By-Laws
so provide.
(2) The Board of Directors shall have power:
(a) Without the assistance or vote of the stockholders to make, alter,
amend, change, add to, or repeal the By-Laws of this corporation; to
fix and vary the amount to be reserved for any proper purpose; to
authorize and cause to be executed mortgages and liens upon any part
of the property of the corporation, to determine the use and
disposition of any surplus or net profits, and to fix the times and
declaration and payment of dividends;
(b) To determine from time to time whether, and to what extent, and
what times and places, and under what conditions and regulations, the
accounts and books of the corporation (other than the stock ledger) or
any of them shall be open to the inspection of stockholders.
(3) The directors in their discretion may submit any contract and use for
approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such
contract,
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and deal in, both at wholesale and retail, coal and all products and by-products
thereof, and to engage in the business of processing and treating any and all
products from the same; to explore for, mine and produce and sell coal extracted
by any means whether the same be auger, strip mine, shaft mine or any other
method whether now known or hereafter developed.
To build, erect, equip, purchase, lease, own, in whole or in part, and
operate all of the plants, equipment, manufactories, pipelines, appliances or
other equipment of every character and description necessary for the carrying on
of any of the aforesaid business; to do all things that may be necessary in the
general business of leasing, dealing in, marketing, refining, manufacturing and
extracting of coal and any by-products thereof.
To purchase, lease, or otherwise acquire, or own, hold control, operate
and use franchises, easements, grants, powers, permits, rights, licenses,
privileges and immunities and other property of every kind and description.
To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the objects
and the furtherance of any of the powers hereinbefore set forth whether alone
or in association with other corporations, firms or individuals and to do every
other act or acts, thing or things incidental or appurtenant to or growing out
of or connected with the aforesaid business or powers, or any part of parts
thereof, provided the same be not inconsistent with the laws under which this
corporation is organized.
To acquire, purchase, by subscription or otherwise and hold for
investment or otherwise and to use, sell, assign, transfer, mortgage, pledge, or
otherwise deal with and dispose of stocks, bonds, or any other obligations or
securities of any corporation or corporations; to merge or consolidate with any
corporation in such manner as may be permitted by law; to add in any manner any
corporation whose stock, bonds or other obligations are held or in any manner
guaranteed by this corporation in which this corporation is in any way
interested and to do other acts or things for the preservation, protection,
improvement or enhancement of the same or any such stocks, bonds or other
obligations; and while owner of any such stocks, bonds or other obligations, to
exercise all the rights, powers and privileges of ownership thereof, and to
exercise any and all voting powers therein; to guarantee payment of dividends
upon any stocks and the principal or interest, or both, of any bonds or other
obligations, and the performance of any contracts.
The business and purpose of the corporation is from time to time to do
any one or more of the acts and things hereinbefore set forth, and it shall have
the power to conduct and carry on its said business or any part thereof, and to
have one or more offices, and to exercise any or all of its corporate powers and
rights in the State of Delaware and in the various other states, territories,
colonies and dependencies of the United States, in the District of Columbia and
in any one or all foreign countries.
The enumeration herein of the objects and purposes of the corporation
shall be construed as powers as well as objects and purposes and shall not be
deemed to exclude by reference any powers, objects or purposes which this
corporation is empowered to exercise, whether expressly by force of the laws of
the State of Delaware now or hereafter in effect or impliedly by the reasonable
construction of said laws.
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and any contract that shall be approved or ratified by the vote of holders of a
majority of the stock of the corporation which is represented in person or by
proxy at such meeting (provided that a lawful quorum be there represented in
person or by proxy) shall be as valid and as binding upon the corporation and
upon all the stockholders as though it had been approved or ratified by every
stockholder of the corporation, whether or not the contract or act would
otherwise be open to legal attack because of directors interests, or for any
other reason.
(4) In addition to the powers and authorities herein-before or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise and to do all things as may be exercised or done by the corporation,
subject, nevertheless, to the provisions of the statutes of Delaware, of this
certificate and to any By-Laws from time to time made by the stockholders,
provided, however, that no By-Laws so made shall invalidate any prior act of the
directors which would have been valid if such By-Laws had not been made.
TENTH: Any person made a party to any action, suit or proceeding or by
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reason of the fact that he , his testator or intestate, is or was a director,
officer or employee of this corporation shall serve as such at the request of
this corporation and shall be indemnified by the corporation against the
reasonable expenses, including attorneys fees actually and necessarily incurred
by him in connection with the defense of such action, suit or proceeding or in
connection with any appeal therein, except in relation to matters as to which it
shall be adjudged in such action that such director or employee is liable for
negligence or misconduct in the performance of his duties. Such right of
indemnification shall not be deemed exclusive of any other rights to which such
director, officer or employee may be entitled by law.
ELEVENTH: The corporation reserves the right to amend, alter, change or
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repeal any provision contained in this Certificate of Incorporation in the
manner now or hereinafter prescribed by law, and all rights and powers
conferred herein on stockholders, directors and officers are subject to this
reserved power.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this the
28th of February, 1974.
Robert E. Thomas /s/ Robert E. Thomas
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Bruce C. Wilson /s/ Bruce C. Wilson
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Eugene G. Bell /s/ Eugene G. Bell
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