Exhibit 3.37(a)
ARTICLE OF INCORPORATION
OF
MID-VOL LEASING, INC.
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I. The undersigned Article of Incorporator(s) of a corporation under
Section 27, Article 1, XXXXXXXXX of the Code of West Virginia, 1931, as amended,
adopt(s) the following Articles of Incorporation for such corporation:
II. The address of the principal office of said corporation shall be located at
Post Office Box 1112, in the city, town or village of Princeton, County of
Mercer, State of West Virginia, 24740.
If either the principal office or the principal place of business of said
corporation is NOT located in the State of West Virginia, give address of the
exact location.
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III. The purpose or purposes for which corporation is formed are as follows:
To operate it business involving leasing and related business. To purchase,
hold, pledge, transfer, sell or otherwise dispose of or deal in, the shares of
capital stock, bonds, debentures, notes or other securities or evidences of
indebtedness of any corporation to receive, collect and dispose of dividends,
interests or other income on any such securities held by it, and do any and all
acts and things tending to increase the value of said corporation; to issue
bonds and secure the same by pledge or deed of trust of or upon any part of such
securities or other property held or owned by the company and to sell or pledge
such bonds for proper corporate purposes and in the promotion of its corporate
business; to purchase, receive, hold and dispose of any securities of any person
or corporation, whether such securities shall be bonds, mortgages, debentures,
notes, shares of capital stock or otherwise, and in respect to any such
securities, to exercise any and all rights and privileges of ownership thereof,
and generally to act as investment brokers, agents or principals.
To borrow and lend money to negotiate loans; to draw, accept, endorse, buy
and sell promissory notes, bonds, stocks, debentures, coupons, and other
securities; to
privileges of ownership, including the right to vote thereon, to the same extent
as a natural person might or could do. In carrying out these purposes to enter
into, make and perform contracts of every kind with any person, firm,
association, or corporation, municipality, body politic, country, territory,
State, government or colony or dependency thereof, and without limit as to the
amount to draw, make, accept, endorse, discount, execute and issue promissory
notes, drafts, bills of exchange, warrants, debentures, and other negotiable or
transferable instruments and evidences of indebtedness, whether secured by
mortgage or otherwise, as well as to secure the same by mortgage or otherwise.
To conduct a business in any of the state, territories, colonies, or
dependencies of the United States, in the District of Columbia, and in any and
all foreign countries; to have one or more offices therein and therein to hold,
purchase, mortgage, and convey real estate and personal property, without limit
as to amount, and therein to hold the meetings of incorporators, stockholders,
and directors of the Corporation.
To do any or all of the things herein set forth to the same extent as a
natural person or persons might or could do and in any part of the world, as
principals, agents, contractors, trustees or otherwise, and either alone or in
company with others.
To purchase, hold, and reissue any of the shares of capital stock.
IV. Provisions granting preemptive rights are:
NONE
V. Provisions for the regulation of the internal affairs of the corporation
The internal affairs of the corporation will be regulated by the Board of
Directors and officers of said corporation. By-Laws will be drawn up and
approved by the stockholders of said corporation.
VI. The amount of the total authorized capital stock of said corporation shall
be $1,000.00 dollars, which shall be divided into 100 shares of the par value of
$10.00 dollars each.
VII. The full names and addresses of the incorporator(s), including street and
street numbers, if any, the city, town or village, including ZIP number, the
number of shares subscribed for by each are as follows:
NAME ADDRESSES NO. OF
SHARES
(optional)
David Burton Post Office Box 5129, Princeton, West Virginia 24749
VIII. The existence of this corporation is to be perpetual.
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IX. The name and address of the appointed person to whom notice or process may
be sent:
Richard Preservati, Director
Mid-Vol Leasing, Inc.
Post Office Box 1112
Princeton, West Virginia 24740
X. The number of directors constituting the initial Board of Directors of the
corporation is One, and the names and addresses of the persons who are to
service as directors until the first annual meeting of shareholders or until
their successors are elected and shall qualify.
NAME ADDRESS
Richard Preservati, Director, Post Office Box 1112, Princeton, West Virginia
24740
I, WE, the undersigned, for the purpose of forming a corporation under the
laws of the State of West Virginia, do make and file this Articles of
Incorporation, and I/We have accordingly hereunto set our respective hands this
27th day of April, 1989.
(All Incorporators must sign below. Names and signatures must appear the same
throughout the Articles of Incorporation.) Xerox copies of Signatures are not
acceptable.
/s/ David Burton
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DAVID BURTON
STATE OF WEST VIRGINIA,
COUNTY OF MERCER, to-wit:
I, Donna W. Bolliver, a Notary Public, in and for the County and State
aforesaid hereby certify that DAVID BURTON, above names are signed to the
foregoing Article of Incorporation (names of all incorporators) as shown in
Article VII must be
paid on commission, subscribe for, take, acquire, hold, sell, exchange, and deal
in shares, stocks, bonds, obligations, and securities of any government,
authority, or company to form, promote, subsidize, and assist companies,
syndicates, or partnerships of any kinds, and to finance and refinance the same.
To develop and turn to account any and acquired by or in which company is
interested, and is particular by laying out and preparing the same for building
purposes, construction, altering, repairing, pulling down, decorating,
maintaining, furnishing, fitting up and improving buildings, and painting,
paving, draining, letting on building leases or building agreements, and by
evidencing money to and entering into contracts and arrangements of all kinds
with builders, tenants, and others. To engage in general insurance brokerage
business for the purpose of selling fire, accident, liability, collision, theft,
property damage, and other insurance. To carry on and undertake any business
undertaking, transaction or operation commonly carried on or undertaken by
capitalist, promoter, financiers, concessionaries, contractors, brokers,
commission merchants, and any other incidental business which may seem to the
company convenient to carry on in connection with the above or calculated or
indirectly to enhance the value of or render profitable any of the company's
property or rights.
In futherance and not in limitation of the privileges of this Corporation
it shall be lawful to purchase or acquire in any lawful manner, and to hold,
own, mortgage, pledge, sell, lease, transfer, or in any manner dispose of, and
deal and trade in, real estate, goods, wares, merchandise, and property of any
and every class and description, and in any part of the world.
In acquire the good will, rights, and property, and undertake the whole or
any part of the assets or liabilities of any person, firm, association, or
corporation engaged in any business authorized in these purposes, to pay for
same in cash, the stock of any company, bonds or otherwise; to hold or in any
manner dispose of the whole or any part of the property so purchased; to conduct
in any lawful manner the whole or any part of any business so acquired, and to
exercise all the powers necessary or convenient in and about the conduct and
management of such business. to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge, or otherwise dispose of the shares of the capital
stock or any bonds, securities or evidences of indebtedness created by any
other corporation or corporations in this State or any other State, country,
nation, or government, and while owner of said stock may exercise all the
rights, powers, and
inserted in this space of official taking acknowledgment) bearing date, the 27th
day of April, 1989, this day personally appeared before me in my said County and
severally acknowledged their signature(s) to be the same.
Observed under my hand and official said this 27th day of April, 1989.
[SEAL APPEARS HERE] /s/ Donna W. Jolliver
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NOTARY PUBLIC
(NOTARY SEAL)
My Commission Expires 10-22-96
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Article of Incorporation
prepared by
David Burton
Attorney at Law
Post Office Box 5129
Princeton, West Virginia 24740