Exhibit 3.62(a)
CERTIFICATE OF INCORPORATION
OF
MOUNTAIN COALS, INC.
FIRST: The name of the Corporation is Mountain Coals, Inc.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is No. 100 West Tenth Street, in the City of Wilmington,
County of New Castle, and the name of its registered agent at such address is
The Corporation Trust Company.
THIRD: The purpose of the Corporation is 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 the par value of one
dollar ($1,00) each, to be designated Common Stock.
FIFTH: The name and mailing address of the incorporator is James F.
Hughey, Jr., 600 North 18th Street, Birmingham, Alabama 35203.
SIXTH: The powers of the incorporator shall terminate upon the filing of
this Certificate of Incorporation. The names and mailing addresses of the
persons who are to serve as the directors until the first annual meeting of
stockholders or until their successors are elected and qualify are as follows:
Name Mailing Address
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John M. Harbert, III P.O. Box 1297
Birmingham, Alabama 35201
Edwin M. Dixon P.O. Box 1297
Birmingham, Alabama 35201
William H. Rossman P.O. Box 1297
Birmingham, Alabama 35201
SEVENTH: Election of directors need not be by ballot except and to the
extent provided in the By-Laws. In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, and consistently with
such laws, the Board of Directors is expressly authorized to make, alter, amend
or repeal the By-Laws of the Corporation, subject to the power of the holders of
stock having voting power thereon to alter, amend or repeal the By-Laws made by
the Board of Directors. The Corporation may in its By-Laws confer powers upon
its directors in addition to the foregoing and in addition to the powers and
authority expressly conferred upon them by the laws of the State of Delaware.
EIGHTH: The directors in their discretion may submit any contract or
other transaction or act for approval or ratification by the stockholders by
written consent or at any meeting of the stockholders, and any contract or other
transaction or act that shall be approved or be ratified by the written consent
of the holders of a majority of the outstanding stock of the Corporation
entitled to vote with respect to such approval or ratification or by the vote of
the holders of a majority of the stock of the Corporation which is represented
in person or by proxy at such meeting and entitled to vote thereat (provided
that a lawful quorum of stockholders be there represented in person or by proxy)
shall be as valid and as binding upon the Corporation and upon all of the
stockholders of the Corporation, as though it had been approved or ratified by
every stockholder of the Corporation.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
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 this is my act and deed and the facts hereinabove stated are true, and
accordingly have hereunto set my hand this 2nd day of November, 1976.
/s/ James F. Hughey, Jr.
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JAMES F. HUGHEY, JR.
Exhibit 3.62(a)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MOUNTAIN COALS, INC.
--------------------
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
Mountain Coals, Inc.
2. The Certificate of Incorporation of the Corporation is hereby amended
by striking out the entire Article FIRST thereof and by substituting in lieu of
said Article the following new Article:
"FIRST: The name of the corporation is CYPRUS MOUNTAIN COALS
CORPORATION."
3. The Amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 228 and 242 of
the General Corporation Law of the State of Delaware.
4. The effective date of the Amendment herein certified shall be the date
of filing.
Signed and attested to on June 5, 1987.
/s/ Chester B. Stone, Jr.
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Chester B. Stone, Jr.
Executive Vice President
ATTEST:
/s/ Deborah J. Friedman
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Deborah J. Friedman
Assistant Secretary
Exhibit 3.62(a)
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CYPRUS MOUNTAIN COALS CORPORATION
It is hereby certified that:
1. The name of the Corporation (hereinafter called the "Corporation") is
Cyprus Mountain Coals Corporation.
2. The Articles of Incorporation of the Corporation are hereby amended by
changing the first Article thereof so that, as amended, said Article shall read
as follows:
"FIRST" The name of the corporation is: Mountain Coals Corporation."
3. The Amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 228 and 242 of
the General Corporation Law of the State of Delaware.
4. The effective date of the Amendment herein certified shall be the date
of filing.
Signed and attested this the _____ day of June, 1998.
CYPRUS MOUNTAIN COALS CORPORATION
BY: /s/ Scott Dyer
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TITLE: Vice President
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