AMENDED AND RESTATED BYLAWS
OF
AEI COAL SALES COMPANY, INC.
I certify that the following Amended and Restated Bylaws, consisting of
three pages, each of which I have initialed for identification, are the Bylaws
adopted by the Board of Directors of AEI Coal Sales Company, Inc. (the
"Corporation") by a Written Action by Director in Lieu of Meeting, dated January
__, 1999.
/s/ JOHN LYNCH
______________________________________
John Lynch, Secretary
AMENDED AND RESTATED BYLAWS
OF
AEI COAL SALES COMPANY, INC.
1. Meetings of Shareholders
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1.1 Except as the Board of Directors may otherwise designate, the annual
meeting of the shareholders of the Corporation shall be held at the time and
date to be set by the Board of Directors of the Corporation
1.2 The annual meeting of the shareholders shall be held at a place
designated by the Board of Directors or, if the Board of Directors does not
designate a place, then at a place designated by the Secretary or, if the
Secretary does not designate a place, at the Corporation's principal office.
1.3 Special meetings of the shareholders shall be held at a place
designated by the Board of Directors if the special meeting is called by the
Board of Directors. If the special meeting is not called by the Board of
Directors, the meeting shall be held at the Corporation's principal office.
2. Board of Directors
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2.1 The exact number of directors may be fixed, increased or decreased
from time to time by a resolution adopted by the majority vote of a quorum of
shareholders who are present in person or by proxy at a meeting held to elect
directors.
2.2 Meetings of the Board of Directors may be called by the
President/Chief Executive Officer or by any director.
2.3 Unless waived as permitted by the Kentucky Business Corporation Act,
notice of the time and place of each meeting of the directors shall be either
(a) telephoned or personally delivered to each director at least forty-eight
hours before the time of the meeting, or (b) mailed to each director at his last
known address at least ninety-six hours before the time of the meeting.
3. Officers
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3.1 The Corporation shall have a President/Chief Executive Officer, a
Secretary and a Treasurer, and may have one or more Vice Presidents, all of whom
shall be appointed by the Board of Directors. The Corporation may also have
such assistant officers as the Board of Directors may deem necessary, all of
whom shall be appointed by the Board of Directors or
appointed by an officer or officers authorized by it. All officers and employees
of the Corporation shall report to, and otherwise be accountable to, the
officers (the "Officers") of AEI Coal Marketing & Development, LLC ("AEI
Marketing").
3.2 The President shall have:
(a) General charge and authority over the business of the Corporation,
subject to the direction of the Officers;
(b) Authority to preside at all meetings of the shareholders and of
the Board of Directors;
(c) Authority acting alone, except as otherwise directed by the
Officers, to sign and deliver any document on behalf of the Corporation,
including, without limitation, any deed conveying title to any real estate owned
by the Corporation and any contract for the sale or other disposition of any
such real estate; provided, however, that neither the president nor any other
officer of the Corporation shall enter into any coal supply agreement (i) for a
period of more than ninety (90) days, or (ii) which involves an aggregate dollar
amount exceeding Five Hundred Thousand Dollars ($500,000.00) without the prior
approval of AEI Marketing, and;
(d) Such other powers and duties as the Officers may assign.
3.3 The Vice President, or if there be more than one Vice President, the
Vice Presidents in the order of their seniority by designation (or, if not
designated, in the order of their seniority of election), shall perform the
duties of the President/Chief Executive Officer in his absence. The Vice
Presidents shall have such other powers and duties as the Officers or the
President/Chief Executive Officer may assign to them.
3.4 The Secretary shall:
(a) Issue notices of all meetings for which notice is required to be
given;
(b) Have responsibility for preparing minutes of the directors' and
shareholders' meetings and for authenticating records of the Corporation;
(c) Have charge of the corporate record books; and
(d) Have such other duties and powers as the Officers or the
President/Chief Executive Officer may assign.
3.5 The Treasurer shall:
(a) Keep adequate and correct accounts of the Corporation's affairs
and transactions, and
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(b) Have such other duties and powers as the Officers or the
President/Chief Executive Officer may assign.
3.6 Other officers and agents of the Corporation shall have such authority
and perform such duties in the management of the Corporation as the Officers or
the President/Chief Executive Officer may assign.
4. Certificates and Transfer
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4.1 Shares of the Corporation shall be represented by certificates in such
form as shall from time to time be prescribed by the President/Chief Executive
Officer.
4.2 Certificates representing shares of the Corporation shall be signed
(either manually or in facsimile) by the President/Chief Executive Officer and
by the Secretary or Treasurer.
4.3 Transfer of shares shall be made only on the stock transfer books of
the Corporation.
Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
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