Exhibit 3.14(a)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
RIVER COAL COMPANY, INC.
Pursuant to the provisions of KRS 271B.10.010 et seq., the undersigned
corporation executes these Restated and Amended Articles of Incorporation and
states that each and every article is being amended, the text of which
amendments are set forth below. The undersigned corporation further states that
the following Amended and Restated Articles of Incorporation were adopted by the
sole shareholder of the corporation on January 15, 1998. In the manner
prescribed by the Kentucky Business Corporation Act.
1. Corporate Name. The Corporation's name shall be River Coal Company,
--------------
Inc.
2. Authorized Shares. The Corporation shall have authority to issue
-----------------
Forty (40) shares of no par value common stock.
3. Registered Office and Agent. The street address of the Corporation's
---------------------------
registered office shall be 109 Broadway, Hazard, Kentucky 41701. The name of
the Corporation's registered agent at that office shall be Ronald G. Combs.
4. Principal Office. The mailing address of the Corporation's principal
----------------
office shall be 1500 North Big Run Road, Ashland, Kentucky 41102.
5. Action by Shareholders in Lieu of Meeting. Any action required or
-----------------------------------------
permitted to be taken at a shareholders meeting may be taken without a meeting
and without prior notice of the action is taken by shareholders entitled to vote
on the action who represent not less than eighty percent (80%) of the votes
entitled to be cast on such action (or such higher percentage as may be required
by these Articles), except for the election of directors which shall require the
written consent of all the shareholders entitled to vote in the election. Notice
of the taking of any action by shareholders without a meeting by less than
unanimous written consent shall be given promptly after the action becomes
effective to those shareholders entitled to vote on the action who have not
consented in writing.
6. Indemnification. Each person who is or becomes an executive officer
---------------
or director of the Corporation shall be indemnified and advanced expenses by the
Corporation with respect to all threatened, pending or completed actions, suits
or proceedings in which that person was, is, or is threatened to be made a named
defendant or respondent because he is or was a director or executive officer of
the Corporation. This Article obligates the Corporation to indemnify and advance
expenses to its executive officers or directors only in connection with
proceedings arising from that person's conduct in his official capacity with the
Corporation to the extent permitted by the Kentucky Business Corporation Act, as
amended from time to time. The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any other rights to
which directors and
executive officers may be entitled under any agreement, vote of shareholders or
disinterested directors or otherwise. The Corporation may indemnify and advance
expenses to any employee or agent to the fullest extent permitted by law.
7. Limitation of Director Liability.
--------------------------------
(a) Except as otherwise provided by Subsection (b) below, no director
of the Corporation shall have any personal liability to the Corporation or its
shareholders for monetary damages for breach of his duties as a director.
(b) Nothing in Article 7(a) above shall be deemed or construed to
eliminate or limit the liability of a director for:
(i) Any transaction in which the director's personal financial
interest is in conflict with the financial interests of the Corporation or its
shareholders;
(ii) Acts or omissions not in good faith or which involve
intentional misconduct or are known to the director to be a violation of law.
(iii) Any vote for or assent to an unlawful distribution to
shareholders as prohibited under KRS 271B.8-330 (or under any corresponding
provision of the Kentucky Business Corporation Act as amended from time to
time); or
(iv) Any transaction from which the director derived an improper
personal benefit.
These Amended and Restated Articles of Incorporation supercede the original
Articles of Incorporation and all amendments thereto.
The number of shares of the corporation outstanding at the time of such
adoption was 40; and the number of shares entitled to vote thereon was 40.
The number of shares voted for such amendment was 40 and the number of
shares voted against such amendment was zero.
RIVER COAL COMPANY, INC.
By: _____________________
John Lynch, Secretary
-2-
Date _________________________
STATE OF KENTUCKY
COUNTY OF BOYD
I, the undersigned Notary Public in and for the Commonwealth and County
aforesaid, do hereby certify that John Lynch as Secretary personally appeared
before me, and after having been duly sworn, declared and acknowledged and
verified the foregoing Amended and Restated Articles of Incorporation of River
Coal Company, Inc. as of the _______ day of January, 1998.
My Commission expires:__________________
___________________________________
NOTARY PUBLIC, STATE AT LARGE
KENTUCKY
Prepared by:
- - ---------------------------
Thomas C. Walker
BROWN, TODD & HEYBURN, PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
(606) 231-0000
-3-