Exhibit 3.26(a)
8902360007 FILED
AUG 24 1989 9AM
CERTIFICATE OF INCORPORATION
[SIGNATURE
OF APPEARS HERE]
SECRETARY OF STATE
ENCOAL CORPORATION
* * * * * * * * * *
FIRST: The name of the corporation is Encoal Corporation
(hereinafter called "the Corporation" or "this Corporation").
SECOND: 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.
THIRD: The nature of the business purposes to be conducted or
promoted are:
To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware, including, but not
limited to, conducting its business and affairs, carrying on its operations, and
having offices and exercising its powers in foreign countries.
FOURTH: The election of directors need not be by written ballot
unless the By-Laws of the Corporation shall so provide.
FIFTH: The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000) shares of Common Stock
with a par value of one dollar ($1.00) per share.
SIXTH: The name and mailing address of the incorporator is as
follows:
NAME MAILING ADDRESS
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Shell Mining Company P.O. Box 2906
Houston, Texas 77252
SEVENTH: The Board of Directors of the Corporation shall direct the
management of the business and the conduct of the affairs of the Corporation and
shall establish policies, procedures, and controls which shall govern the
conduct of the Corporation and which shall preserve the separate legal identity
of the Corporation.
EIGHTH: A director of this Corporation, or any person serving as a
director of another corporation at the request of this Corporation, shall not be
personally liable to this 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 this Corporation (or such other
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 an improper personal benefit.
This Corporation shall have the authority to the full extent not
prohibited by law, as provided in the By-Laws of this Corporation or other-wise
authorized by the Board of Directors or by the stockholders of this Corporation,
to indemnify any person who is or was a director, officer, employee or agent of
this Corporation or is or was serving at the request of this Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise or entity from and
against any and all expenses, liabilities or losses asserted against, or
incurred by any such person in any such capacity, or arising out of his status
as such; and the indemnification authorized herein shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
This Corporation shall have the authority to the full extent not
prohibited by law, as provided in the By-Laws of this Corporation or otherwise
authorized by the Board of Directors or by the stockholders of this Corporation,
to purchase and maintain insurance in any form from any affiliated or other
insurance company and to use other arrangements (including, without limitation,
trust funds, security interests, or surety arrangements) to protect itself or
any person who is or was a director, officer, employee or agent of this
Corporation or serving at the request of this Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise or entity against any expense,
liability or loss asserted against, or incurred by any such person in any such
capacity, or arising out of his status as such, whether or not this Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
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, does make this certificate, hereby declaring and certifying
that this is its act and deed and the facts herein stated are true, and
accordingly has hereunto set its hand and seal this 22nd day of August, 1989.
SHELL MINING COMPANY
By: /s/ Jack L. Mahaffey
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President
(CORPORATE SEAL)
ATTEST:
/s/ [SIGNATURE APPEARS HERE]
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Secretary
STATE OF TEXAS )
) SS
COUNTY OF HARRIS )
BEFORE ME, A Notary Public in and for the State of Texas, on this day
personally appeared Jack L. Mahaffey known to me to be the person and officer
whose name is subscribed to the foregoing Certificate of Incorporation, and
having been by me duly sworn, declared that the same was the act and deed of
said SHELL MINING COMPANY, a corporation; and that he executed the same as the
act and deed of such corporation for the purposes and consideration therein
expressed and that the facts stated therein are true.
GIVEN under my hand and seal of office this 22nd day of August, 1989.
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/s/ Jenny Lynn Peloquen
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[SEAL APPEARS HERE] Notary Public in and for
the State of Texas