EXHIBIT 3.33
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 11/29/1999
991508894 - 3132602
CERTIFICATE OF INCORPORATION
OF
PEABODY ENTERPRISES, INC. I
* * * * *
1. The name of the corporation is Peabody Enterprises, Inc. I.
2. 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.
3. 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 Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is: One Hundred (100) and the par value of each of
such shares is Ten Dollars and No Cents ($10.00), amounting in the
aggregate to One Thousand Dollars and No Cents ($1000.00).
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
M. M. Grabowski 1209 Orange St., Wilmington, DE 19801
L. J. Vitalo 1209 Orange St., Wilmington, DE 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
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To designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member of any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any by-law of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
9. 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 statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
10. A director of the corporation shall not be personally liable to the
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 the 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 Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.
WE, THE UNDERSIGNED, being each of the incorporators 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 our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 29th day of
November, 1999.
/s/ M. M. Grabowski
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M. M. Grabowski
/s/ L. J. Vitalo
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L. J. Vitalo
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
*****
Peabody Enterprises, Inc. I a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Peabody Enterprises,
Inc. I be amended by changing the First Article thereof so that, as
amended, said Article shall be and read as follows:
The name of the corporation is Cleaton Coal Company.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the provisions of Section 242 and 228 of the General Corporation Law of the
State of Delaware.
PEABODY ENTERPRISES, INC. I
By /s/ Steven F. Schaab
----------------------------
Vice President and Treasurer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:45 PM 04/12/2000
001187515 - 3132602
IN WITNESS WHEREOF, said Peabody Enterprises, Inc. I has caused this
certificate to be signed by S. F. Schaab, Its Vice President and Treasurer, this
6th day of April, 2000.
PEABODY ENTERPRISES, INC. I
By /s/ T. W. Dietrich
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SECRETARY