Exhibit 3.59(a)
APPROVED
ARTICLES OF INCORPORATION AND
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OF
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IND. SECRETARY OF STATE
KINDILL MINING, INC.
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The undersigned incorporator of KINDILL MINING, INC., desiring to form
a corporation (hereinafter referred to as the "Corporation") pursuant to the
provisions of the Indiana Business Corporation Law, as amended (hereinafter
sometimes referred to as the "Act"), hereby executes the following Articles of
Incorporation:
ARTICLE I
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Name
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The name of the Corporation is Kindill Mining, Inc.
ARTICLE II
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Purposes
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The purposes for which the Corporation is formed are:
1. To engage in every lawful business of whatsover nature
including, but not limited to, buying, selling, managing and otherwise dealing
in property of all kinds, both real and personal, tangible and intangible, and
the manufacturing, processing, mining and otherwise extracting properties of all
kinds; excepting, however, any business denied to a corporation by the Indiana
Business Corporation Law.
2. To do any and all things permitted by the Indiana Business
Corporation Law and any and all acts amendatory and supplemental thereto.
The above powers granted to this Corporation are in furtherance and not in
limitation of any rights, powers or privileges conferred upon this Corporation
now or hereafter by law.
ARTICLE III
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Period of Existence
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The period during which the Corporation shall continue is perpetual.
ARTICLE IV
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Registered Office and Agent
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The street address of the Corporation's initial registered office in
Indiana and the name of its initial registered agent at that office is Randall
K. Craig, Reed Building, Suite 5, 2709 Washington Avenue, Evansville, Indiana,
47714.
ARTICLE V
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Number of Shares
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1. The total number of shares which the Corporation is authorized to
issue is 10,000, which shares shall consist of one class of shares having
unlimited voting rights and which shall be entitled to receive the net assets of
the Corporation upon dissolution.
Terms of Shares
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2. The following provisions shall be applicable in regard to the
issuance of shares:
(a) Shares of the stock of the Corporation may be issued by the
Corporation for such an amount of consideration as may be fixed
from time to time by the consent in writing of, or by the vote of,
the holders of a majority of the number of shares of each class
of shares then outstanding and entitled by the Articles of
Incorporation to vote with respect thereto.
(b) The holders from time to time of the shares of the capital
stock of the Corporation shall have the pre-emptive right to
purchase for such consideration as may be fixed by the consent in
writing of, or by the vote, of the holders of a majority of shares
of each class of shares then outstanding and entitled by the
Articles of Incorporation to vote with respect thereto, and upon
such other terms and conditions as shall be fixed by the Board of
Directors, such of the shares of the capital stock of the
Corporation of any class as may be issued or sold by the
Corporation from time to time, which pre-emptive rights shall be
in the respective ratio which the number of shares held by each
shareholder at the time of such issue or sale bears to the total
number of full shares outstanding in the name of all shareholders
at such time. Such pre-emptive rights may be exercised by each
shareholder as to all or any part of the shares subject to that
shareholder's pre-emptive right. The pre-emptive right shall not
require the issuance or sale of any
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fractional shares and the pre-emptive right shall be limited to the
total number of full shares called for by the application of the
above-mentioned ratio. Any shares remaining in an issue or sale
shall then be offered to those shareholders desiring to purchase
additional shares and each shareholder may purchase as many of such
remaining shares as such shareholder desires, provided that so long
as there is more than one shareholder who desires to purchase any
of such remaining shares, each of such shareholders shall have the
opportunity to participate equally in the purchase of such
remaining shares. If there are any shares then remaining in an
issue or sale, such shares may be issued or sold as determined by
the Board of Directors. The pre-emptive rights set forth herein
shall apply to all shares, whether such shares constitute a part of
the shares of the capital stock of the Corporation of any class
presently or subsequently authorized, and to all shares of capital
stock of the Corporation of any class purchased or acquired by the
Corporation.
(c) In elections for the Board of Directors, each shareholder shall
have a number of votes equal to the number of directors to be
elected multiplied by the number of shares he, she or it holds, and
each shareholder may accumulate his, her or its votes and give one
candidate all of them, or the shareholder may distribute them among
as many candidates as such shareholder sees fit. The candidates
that receive the highest number of votes, up to the number of
directors to be elected, shall thereupon be elected.
ARTICLE VI
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Directors
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The initial Board of Directors is composed of one (1) member. The
number of directors may be from time to time fixed by the By-Laws of the
Corporation at any number. In the absence of a By-Law fixing the number of
directors, the number shall be one (1). When the By-Laws of the Corporation
shall provide that the Board of Directors shall consist of nine (9) or more
members, the By-Laws of the Corporation may provide that the directors shall be
divided into two (2) or three (3) groups, with each group containing one-half
(1/2) or one-third (1/3) of the total, as near as may be, whose terms of office
shall expire at different times; provided, however, no term of any class of
directors shall continue longer than three (3) years; and provided further,
however, that the staggered terms of directors shall in all respects comply with
the requirements of the Act.
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ARTICLE VII
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Incorporator
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The name and post office address of the incorporator of the
Corporation is Randall K. Craig, Reed Building, Suite 5, 2709 Washington Avenue,
Evansville, Indiana, 47714.
ARTICLE VIII
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Provisions For Regulation of Business
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and Conduct of Affairs of Corporation
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Subject to the requirements of the Act and all amendments and
supplements thereto, all matters relating to the regulation of business and the
conduct of the affairs of the Corporation shall be as set forth in the By-Laws
of the Corporation.
Randall K. Craig hereby verify subject to penalties of perjury that
the facts contained herein are true.
/s/ Randall K. Craig
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Randall K. Craig
THIS INSTRUMENT PREPARED BY:
Randall K. Craig
Attorney at Law
Reed Building, Suite 5
2709 Washington Avenue
Evansville, IN 47714
Telephone: (812) 477-3337
Facsimile: (812) 477-3658
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