Exhibit 3.21(a)
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
PARAGON COAL INTERNATIONAL, INC.
A DELAWARE CORPORATION
INTO
BLUEGRASS COAL DEVELOPMENT COMPANY
A DELAWARE CORPORATION
The undersigned Corporation organized and existing under the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the name and state of the incorporation of each of the
constituent corporations of the merger is as follows:
Name State of Incorporation
---- ----------------------
Paragon Coal International, Inc. Delaware
Bluegrass Coal Development Company Delaware
SECOND: Bluegrass Coal Development Company owns 100% of the outstanding
stock of Paragon Coal International, Inc.
THIRD: That the Board of Directors of Bluegrass Coal Development Company
adopted as of May 23, 1997 the following resolutions pursuant to which Paragon
Coal International, Inc. is merged with and into Bluegrass Coal Development
Company in accordance with Section 253(a) of the General Corporation Law of the
State of Delaware:
WHEREAS it is deemed advisable and in the best interests of the
Corporation that Paragon Coal International, Inc. ("Paragon"), a direct
wholly-owned subsidiary of the Corporation, be merged with and into the
Corporation
NOW THEREFORE, BE IT:
RESOLVED, that Paragon be merged with and into the Corporation and
that the Corporation assume all of Paragon's obligations, all in accordance
with Section 253 of the General Corporation Law of the State of Delaware;
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RESOLVED, that the Certificate of Ownership and Merger merging Paragon
with and into the Corporation to be filed with the Secretary of State of
Delaware (the "Merger Certificate"), be, and it hereby is, authorized and
approved in all respects; and
RESOLVED, that the officers of the Corporation be, and they hereby
are, authorized and directed to execute and file the Merger Certificate and
to take any and all actions necessary to effectuate the merger described in
the foregoing resolutions.
FOURTH: That the name of the surviving corporation of the merger is
Bluegrass Coal Development Company.
FIFTH: The surviving corporation may be served with process in the State of
Delaware in any proceeding for enforcement of any obligation of Delaware, as
well as for any enforcement of any obligation of the surviving corporation
arising from the merger, and it does hereby irrevocably appoint the Secretary of
State of the State of Delaware as its agent to accept service of process or any
such suit or other proceeding. The address to which a copy of such process shall
be mailed by the Secretary of State of Delaware is 50 Jerome Lane, Fairview
Heights, Illinois 62208 until the surviving shall have hereafter designated in
writing to the said Secretary of State a different address for such purpose.
Bluegrass Coal Development Company
By: /s/ C.K. Lane
----------------------
Name: C.K. Lane
-------------------
Title: President
------------------
Dated: May 23, 1997
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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
SHELL MINING COMPANY
The undersigned, being the Vice President and Secretary, respectively, of
Shell Mining Company, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation") do
hereby certify as follows:
1. That the Sole Director of the Corporation pursuant to a
Written Consent and in accordance with Sections 141(f) and 242 of the
General Corporation Law of the State of Delaware, adopted the
resolution set forth below proposing an amendment to the Certificate
of Incorporation of the Corporation (the "Amendment") and further
directed that the Amendment be submitted to the stockholders of the
Corporation entitled to vote thereon for their consideration and
approval:
RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by deleting Article First and creating a new
Article First to read as follows (the "Amendment"):
"FIRST: The name of the corporation is SMC MINING COMPANY
(hereinafter called "the Corporation" or "this Corporation")."
2. That the Sole Stockholder of the Corporation, by written consent,
approved and adopted the Amendment in accordance with Sections 228 and
242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the Vice President and Secretary
hereinabove named, for the purpose of amending the Certificate of Incorporation
of the Corporation pursuant to the General Corporation Law of the State of
Delaware, under penalties of perjury do each hereby declare and certify that
this is the act and deed of the Corporation and the facts stated herein
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are true, and accordingly have hereunto signed this Certificate of Amendment to
Certificate of Incorporation this 23 day of November, 1992.
By: /s/ Brent Motchan
---------------------
Brent Motchan
Vice President
ATTEST:
By: /s/ Michael Kafoury
--------------------
Michael Kafoury
Secretary
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CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
SHELL MINING COMPANY
Adopted in accordance with the provisions of
Section 242 of the General Corporation Law the State of Delaware
The undersigned officers of Shell mining Company, a corporation existing
under the laws of the State of Delaware (the "Corporation"), do hereby certify
as follows:
FIRST: The Certificate of Incorporation of the corporation (the
"Certificate of Incorporation") is hereby amended by deleting ARTICLE
THIRD in its entirety and substituting in lieu of a new ARTICLE THIRD
as follows:
"THIRD. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
the State of Delaware."
SECOND: That the Board of Directors of the Corporation, in accordance
with Sections 141 (f) and 242 of the General Corporation Law of the State
of Delaware, duly adopted the foregoing amendment to the Certificate of
Incorporation of the Corporation by unanimous written consent.
THIRD: That the Sale Stockholder of the Corporation, in accordance with
Sections 228 (c) and 242 of the General Corporation Law of the State of
Delaware, approved the foregoing amendment to the Certificate of
Incorporation of the Corporation by unanimous written consent.
IN WITNESS WHEREOF, the undersigned being the President and Secretary for
the purpose of amending the Certificate of Incorporation of the corporation
pursuant to the General Corporation Law of the State of Delaware, under
penalties of perjury do each hereby declare and
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certify that this is the act and deed of the Corporation and the facts stated
herein are true, and accordingly have hereunto signed this Certificate of
Amendment of the Certificate of Incorporation as of this 10 day of November,
1992.
SHELL MINING COMPANY
By: /s/ ILLEGIBLE
-------------
Title: President
---------
ATTEST:
By /s/ ILLEGIBLE
-------------
Title Secretary
---------
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CERTIFICATE OF CHANGE OF
LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation" is:
SHELL MINING COMPANY
2. The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover, 19901,
County of Kent.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
Office of which is identical with the registered office of the corporation
as hereby changed.
4. The corporation has authorized the change hereinbefore set forth by
resolution of its Board of Directors.
Signed on January 3, 1990
/s/ J.L. Mahaffey
------------------------
J.L. Mahaffey, President
Attest:
/s/ S.J. Paul
- - ----------------------
S.J. Paul, Secretary
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SEAWAY II COAL COMPANY
INTO
SHELL MINING COMPANY
SHELL MINING COMPANY, a corporation organized and existing under the laws
of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 17/th/ day of October,
1983, pursuant to the General Corporation Law of the State of Delaware.
SECOND: That this corporation owns one hundred percentum of the
outstanding shares of stock of SEAWAY II COAL COMPANY, a corporation
incorporated on the 1/st/ day of August, 1979, pursuant to the General
Corporation Law of the State of Delaware .
THIRD: That this corporation, by the following resolutions of its Board of
Directors, duly adopted by written unanimous consent of all of the Directors of
the Board effective the 30 day of August, 1985 determined to and did merge into
itself said SEAWAY II COAL COMPANY:
RESOLVED, That the Board of Directors deems it expedient, advantageous
and in the best interests of the Corporation that Seaway II Coal Company be
merged, pursuant to the provisions of Sections 253 of Title 8 of the
Delaware Code, with and into the Corporation, as the surviving
corporation, thereby effecting the vesting in the Corporation of all the
property, rights, privileges, powers, franchises and all other interests of
Seaway II Coal Company and the assumption by the Corporation of all the
obligations of Seaway II Coal Company.
RESOLVED, That the Corporation and Seaway II Coal Company,a
corporation organized on the 1/st/ day of August, 1979, under the General
Corporation Law of the State of Delaware, merge with and into the
Corporation, as the surviving corporation, and assume all of the
obligations of said Seaway II Coal Company, that,
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for such purposes, the President and the Secretary or Assistant Secretary
of this Corporation be, and they hereby are, authorized to execute in the
name of this Corporation and under its corporate seat, and to acknowledge,
in accordance with Section 103 of the General Corporation Law of the State
of Delaware, a Certificate of Ownership and Merger certifying the ownership
by this Corporation of all the outstanding shares of the stock of said
Seaway II Coal Company, and setting forth a copy of this resolution and the
date of the adoption thereof, that the said officers of this Corporation
be, and they hereby are, authorized to cause said Certificate of Ownership
and Merger, when executed and acknowledged, as authorized in this
resolution, to be filed in the office of the Secretary of State of the
State of Delaware and to cause a certified copy thereof to be recorded in
the office of the Recorder of Deeds of the County of New Castle, Delaware;
that, effective upon the filing and recording as aforesaid of said
Certificate of Ownership and Merger, said Seaway II Coal Company shall be
merged with and into, and its property, in, and its liabilities and
obligations shall be assumed by, this Corporation, and that the officers of
this Corporation be, and they hereby are, authorized to do all other acts
and things whatsoever, whether within or without the State of Delaware,
which may be or become in any manner necessary or desirable to effectuate
this resolution and said merger.
RESOLVED, That the officers of the Corporation be,and they hereby are,
authorized to execute and deliver, in the name and on behalf of the
Corporation, and under its corporate seal or otherwise, any and all such
other deeds, documents and instruments, and to take any and all such other
action and do any and all such other things, as they may deem necessary or
appropriate to carry out the transactions hereinabove referred to or to
effectuate the foregoing resolutions.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be terminated and abandoned by the board of directors of SHELL
MINING COMPANY at any time prior to the date of filing the merger with the
Secretary of State.
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IN WITNESS WHEREOF, said SHELL MINING COMPANY has caused this certificate
to be signed by Jack L. Mahaffey, its President, and attested by S. R.
Natenberg, its Secretary, this 30th day of August, 1985.
SHELL MINING COMPANY
By: /s/ Illegible
------------------------
President
ATTEST:
/s/ Illegible
- - --------------------
Secretary
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STATE OF TEXAS )
) SS:
COUNTY OF HARRIS )
BEFORE ME, A Notary Public in and for Harris County, 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 Ownership and Merger,
and having been by me first duly sworn, declared that the same was the act and
deed of said Quazite Corporation, 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 30/th/ day of August, 1985.
/s/ Linda Cheryl Smedley
--------------------------------------
Notary Public in and for
Harris County, Texas
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RESTATED CERTIFICATE OF INCORPORATION
OF
SHELL MINING COMPANY
SHELL MINING COMPANY a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:
1. The name of the corporation is SHELL MINING COMPANY and the name under
which the corporation was originally incorporated is SHELL MINING COMPANY.
The date of filing its original Certificate of Incorporation with the
Secretary of State was October 17, 1983.
2. This Restated Certificate of Incorporation restates and integrates and
further amends the Certificate of Incorporation of this corporation in its
entirety.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended hereby to read as herein set forth in
full:
CERTIFICATE OF INCORPORATION
OF
SHELL MINING COMPANY
FIRST: The name of the corporation is SPELL MINING COMPANY
(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 business purposes of the Corporation are to
engage in the exploration for, development, mining, production,
purchasing, transportation, washing, treating, refining, and
marketing of coal, oil shale, gold, silver, crude oil, natural
gas and any other minerals or natural resources or the products
therefrom; to own and hold, directly or indirectly, equity or
other securities or interests in
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corporations, partnerships or other associations or ventures
engaged in one or more of the above activities to acquire and
employ such property as necessary and to make and enter into such
contracts and agreements as appropriate in respect to the
foregoing; and, in furtherance of such business purposes, to
engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
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 Ten Thousand
(10,000) shares of common stock, and the par value of each such
share is one dollar ($1.00).
SIXTH: The Board of Directors of the Corporation in
exercising its powers in the furtherance of the above stated
business purposes, shall direct the management of the business
and the conduct of the affairs of the Corporation by
establishment of policies, procedures, and controls which shall
govern the conduct of the Corporation and which shall preserve
the separate legal identity of the Corporation.
SEVENTH: 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 Corpora tion 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 otherwise authorized by the Board of Directors or
by the stockholders of this Corporation, to indemnify any per son
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
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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 adminis trators 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 main
tain 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.
4. This Restated Certificate of Incorporation was duly adopted by
unanimous written consent of the stockholders in accordance with the applicable
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said SHELL MINING COMPANY has caused this certificate
to be signed by JACK L. MAHAFFEY its PRESIDENT and attested by S. J. PAUL, its
SECRETARY, this 14th day of February, 1989.
SHELL MINING COMPANY
By: /s/ Illegible
----------------------------
President
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(CORPORATE SEAL)
ATTEST:
/s/ Illegible
- - ---------------------------
Secretary
Page 15
CERTIFICATE OF INCORPORATION
OF
SHELL MINING COMPANY
FIRST: The name of the corporation is SHELL MINING COMPANY (hereinafter
called "the Corporation" or "this Corporation").
SECOND: The address of its registered office in the State of Delaware is
100 West Tenth 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 business purposes of the Corporation are to engage in the
exploration for, development, mining, production, purchasing, transportation,
washing, treating, refining, and marketing of coal, oil shale, gold, silver,
crude oil, natural gas and any other minerals or natural resources or the
products therefrom; to own and hold, directly or indirectly, equity or other
securities or interests in corporations, partnerships or other associations or
ventures engaged in one or more of the above activities; to acquire and employ
such property as necessary and to make and enter into such contracts and
agreements as appropriate in respect to the foregoing; and, in furtherance of
such business purposes, to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is ten thousand (10,000) shares of common stock, and the
par value of each such share is one dollar ($1.00).
FIFTH: The name and mailing address of the incorporator is,
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NAME MAILING ADDRESS
---- ---------------
SHELL OIL COMPANY P. 0. Box 2463
Houston, TX 77001
SIXTH: The Board of Directors of the Corporation in exercising its powers,
in furtherance of the above stated business purposes, shall direct the
management of the business and conduct the affairs of the Corporation by
establishment of policies, procedures, and controls which shall pertain to the
conduct of the Corporation and which shall preserve the separate legal identity
of the Corporation and, further, which shall be compatible with the purposes,
policies, and respective separate legal identity of affiliated corporations.
THE UNDERSIGNED, being the incorporator hereinabove named for the purpose
of forming a corporation pursuant to the General Corporation Law 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 day of October, 1983.
SHELL MINING COMPANY
By: /s/ Illegible
---------------------------------
Executive Vice President
(CORPORATE SEAL)
ATTEST:
/s/ Illegible
- - ------------------------
Assistant Secretary
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(STATE OF TEXAS )
) SS:
COUNTY OF HARRIS )
BEFORE ME, A Notary Public in and for Harris County, Texas, on this day
personally appeared C. L. Blackburn, known to me to be the person and officer
whose name is subscribed to the foregoing Certificate of Incorporation, and
having been by me first duly sworn, declared that the same was the act and deed
of said SHELL OIL 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 13 day of October, 1983.
/s/ Illegible
-----------------------------
Notary Public in and for
the State of Texas
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