Exhibit 3.45(a)
CERTIFICATE OF INCORPORATION
OF
TURIS COAL COMPANY
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FIRST: The name of the corporation is:
TURIS COAL COMPANY
SECOND: The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent as such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted
are:
(1) To acquire, purchase, lease, option, own, sell, and mortgage coal lands
or supposed coal lands or mineral estates; to buy, lease and sell real estate or
interests therein; to prospect for, explore for, develop, produce, mine, and
market coal and other minerals or mineral products, own, control, erect,
construct, operate and maintain coal mining plants, machinery, buildings and
equipment for the operation of coal or other mines, and for the transportation,
treatment, removal, storage, shipment, delivery or marketing of coal or other
minerals; to construct and operate railways and tramways for mining and
transporting coal; to build and lease houses for the use of miners and others,
including the purchase and sale of same;
(2) To enter into, make, perform and carry out contracts of any kind for
any lawful purpose with respect to the conducting and financing of the
operations of the corporation;
(3) To do all and everything necessary, suitable or proper for the
accomplishment of any of the purposes, the attainment of any of the objects or
the exercise of any of the powers herein set forth, either alone or in
conjunction with other corporations, firms or individuals, and either as
principals or agents, and to do
every other act or acts, thing or things, incidental or appurtenant to or
growing out of or connected with the above mentioned objects, purposes or
powers.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000) shares of Common Stock with a
par value of one dollar ($1.00) per share.
FIFTH: The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
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SHELL OIL COMPANY One Shell Plaza
P.O. Box 2463
Houston, TX 77001
SIXTH: In addition to the powers conferred by the laws of the State of
Delaware, the Board of Directors shall have the power from time to time to make,
alter, amend and repeal the By-Laws of the corporation, subject to the power of
the holders of the Common Stock to alter or repeal the By-Laws made by the Board
of Directors.
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, 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 seel this 11th day of August, 1980.
SHELL OIL COMPANY
(CORPORATE SEAL)
By ___________________________
Executive Vice President
ATTEST:
/s/ Illegible
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Assistant Secretary
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
acknowledged to me 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 11th day of July, 1980.
/s/ Illegible
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Notary Public in and for
Harris County, Texas
Exhibit 3.45(a)
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
TURRIS COAL COMPANY
Adopted in accordance with the provisions
of Section 242 of the General Corporation Law of
the State of Delaware
The undersigned officers of Turris Coal 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 thereof 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 Sole 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 consent.
IN WITNESS WHEREOF, the undersigned being the President and Secretary for
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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 are true, and accordingly
have hereunto signed this Certificate of Amendment of the Certificate of
Incorporation as of this 10th day of November, 1992.
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TURRIS COAL COMPANY
By: /s/ ILLEGIBLE
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President
ATTEST
By: /s/ ILLEGIBLE
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Secretary
EXHIBIT 3.45(a)
CERTIFICATE OF AMENDMENT
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TO CERTIFICATE OF INCORPORATION
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Pursuant to the provisions of Section 241 of the General Corporation Law of
the State of Delaware, the undersigned corporation does hereby certify as
follows:
FIRST: Turris Coal Company was duly incorporated under the laws of
Delaware by Certificate of Incorporation filed with the Secretary of State of
the State of Delaware on August 15, 1980.
SECOND: The Company has not received any payment for any of its stock.
THIRD: By Unanimous Action dated September 4, 1980, the Directors of the
Company, pursuant to the provisions of Section 241 of the General Corporation
Law of the State of Delaware, duly adopted an amendment to its Certificate of
Incorporation became effective, so that, as amended, Article First of said
Certificate of Incorporation reads as follows:
"FIRST: The name of the Corporation is
TURRIS COAL COMPANY"
THE UNDERSIGNED, for the purposes of effecting the foregoing amendment,
makes 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 23 day of September, 1980.
TURRIS COAL COMPANY
By: /s/ ILLEGIBLE
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Attest:
/s/ ILLEGIBLE
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Assistant Secretary