Exhibit 3.23(a)
FILED
DEC 31 1987 10AM
INCORPORATOR'S [SIGNATURE
AMENDMENT OF CERTIFICATE OF INCORPORATION APPEARS HERE]
OF CANNELTON COAL SALES COMPANY
PURSUANT TO 10 DEL.C. SECTION 241 SECRETARY OF STATE
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I, WILLIAM L. GARRETT, JR., the sole incorporator of CANNELTON COAL
SALES COMPANY, hereby certify as follows:
(1) The Certificate of Incorporation shall be amended so that the name
of said corporation shall be changed to:
CANNELTON SALES COMPANY;
(2) The corporation has not received any payment for any of its stock;
(3) This Amendment has been duly adopted in accordance with 10 Del.C.
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Section 241.
/s/ WILLIAM L. GARRETT, JR.
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WILLIAM L. GARRETT, JR.
1207 King Street
Wilmington, Delaware 19801
INCORPORATOR
SWORN TO AND SUBSCRIBED before me this 30th day of DECEMBER, 1987.
[SIGNATURE APPEARS HERE]
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Atty. at law
CERTIFICATE OF INCORPORATION
OF
COAL VENTURES HOLDING COMPANY, INC.
* * * * *
l. The name of the corporation is COAL VENTURES HOLDING COMPANY, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 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 to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
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 Zero Dollars and One Cent ($0.01) amounting in the aggregate to
Ten Dollars and No Cents ($10.00).
5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballet.
6. The name and mailing address of the sole incorporation is:
M. A. Brzoska
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
7. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.
8. The corporation shall indemnify its officers, directors, employees
and agents to the extent permitted by the General Corporation Law of Delaware.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 5th day of June, 1998.
/s/ M. A. Brzoska
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Sole Incorporator
M. A. Brzoska
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