Exhibit 3.50(a)
CERTIFICATE OF INCORPORATION
OF
EEL RIVER COAL COMPANY
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FIRST. The name of the Corporation is Eel River Coal Company.
SECOND. Its registered office in the State of Delaware is
located at 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 or purposes to be conducted
or promoted are:
(a) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
(b) In general, to carry on all businesses in connection with
the foregoing, and do all things necessary, proper, advisable, convenient for,
or incidental to the accomplishment of the foregoing purposes.
The Corporation, its directors and stockholders, shall have
and may exercise all of the powers now or hereafter conferred by the laws of the
State of Delaware and acts amendatory thereof or supplemental thereto upon
corporations formed under the General Corporation Law of the State of Delaware.
FOURTH. The total number of shares of stock which the
Corporation shall have authority to issue is one hundred thousand (100,000) and
the par value of each of such shares is One ($1.00) Dollar amounting in the
aggregate to One Hundred Thousand ($100,000) Dollars.
FIFTH. The name and mailing address of the incorporator is as
follows:
NAME MAILING ADDRESS
---- ---------------
Raymond J. Cooke AMAX Center
Greenwich, CT 06830
SIXTH. The board of directors is expressly authorized to
make, alter or repeal the by-laws of the Corporation.
SEVENTH. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended, a director of the Corporation shall not be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any repeal or modification of this Article shall not adversely affect
any right or protection of an existing director at the time of such repeal or
modification.
EIGHTH. Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or any creditor or stockholder thereof, or on
the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
NINTH. Elections of directors need not be by ballot unless
the by-laws of the Corporation shall so provide.
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 the facts herein stated are true, and accordingly
have hereunto set my hand and seal this 14th day of October, A.D. 1986.
[SIGNATURE APPEARS HERE] (Seal)
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STATE OF CONNECTICUT )
) ss.:
COUNTY OF FAIRFIELD )
BE IT REMEMBERED that on this 14th day of October, A.D. 1986,
personally came before me, a Notary Public for the State of Connecticut, Raymond
J. Cooke, the party to the foregoing Certificate of Incorporation, known to me
personally to be such, and acknowledged the said Certificate of Incorporation to
be his act and deed and that the facts therein stated are truly set forth.
GIVEN under my hand and seal of office the day and year
aforesaid.
[SIGNATURE APPEARS HERE]
---------------------------
Notary Public
[NAME APPEARS HERE]
My Commission expires March 31, 1987
FILED
NOV. 12, 1996
[SIGNATURE APPEARS HERE]
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EEL RIVER COAL COMPANY
Eel River Coal Company, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the sole Director of said corporation, by written
consent, filed with the minutes of the Board, adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of said Corporation:
RESOLVED: That this Board proposes and declares advisable that
the Corporation's Certificate of Incorporation be amended by adding an
Article numbered "TENTH.." which Article shall be and read as
follows:
"TENTH. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended, a director of the Corporation shall not be liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. Any repeal or modification of this
Article shall not result in any
liability for a director with respect to any action or omission
occurring prior to such repeal or modification."
SECOND: That in lieu of a meeting and the vote of the sole
stockholder, the stockholder has given written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by David George Ball, as Vice President, and attested
by Raymond J. Cooke, its Assistant Secretary, this 30th day of October, 1986.
Eel River Coal Company
/s/ David George Ball
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David George Ball
Vice President
ATTEST:
[SEAL APPEARS HERE]
/s/ Raymond J. Cooke
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Raymond J. Cooke
Assistant Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EEL RIVER COAL COMPANY
EEL RIVER COAL COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the sole Director of said corporation, by written
consent, filed with the minutes of the Board, adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of said corporation:
RESOLVED: That this Board proposes and declares
advisable that the Certificate of Incorporation of Eel River Coal
Company be amended by changing the Article thereof numbered "FIRST" so
that, as amended, said Article shall be and read as follows:
"FIRST. The name of the Corporation is BEECH COAL COMPANY."
SECOND: That in lieu of a meeting and the vote of the sole
stockholder, the stockholder has given written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Eel River Coal Company has caused this
Certificate to be signed by J. L. Lautenschlager, as President, and attested by
Wayne E. Gresham, its Secretary, this 2nd day of February, 1987.
EEL RIVER COAL COMPANY
By: /s/ J. L. Lautenschlager
--------------------------
J. L. Lautenschlager
President
ATTEST:
By: /s/ Wayne E. Gresham
------------------------
Wayne E. Gresham
Secretary
3-9-90
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BEECH COAL COMPANY
BEECH COAL COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the sole Director of said corporation, by written
consent, filed with the minutes of the Board, adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of said corporation:
RESOLVED: That this Board proposes and declares advisable
that the Certificate of Incorporation of Beech Coal Company be amended
by changing the Article thereof numbered "FOURTH" so that, as amended,
said Article shall be and read as follows:
"FOURTH: 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 shall be One Dollar ($1.00)
amounting in the aggregate to One Thousand Dollars ($1,000.00).
SECOND: That in lieu of a meeting and the vote of the sole
stockholder, the stockholder has given written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WhEREOF, Beech Coal Company has caused this
Certificate to be signed by Wayne E. Gresham, as Vice President, and attested by
Marilyn Lou Gardner, its Assistant Secretary, this 15th day of February, 1990.
BEECH COAL COMPANY
Attest:
/s/ Marilyn Lou Gardner By: /s/ Wayne E. Gresham
- ------------------------------ -----------------------------
Marilyn Lou Gardner Wayne E. Gresham
Assistant Secretary Vice President