Exhibit 3.49
ARTICLE OF INCORPORATION
I. The undersigned agree to become a corporation by the name of
EASTERN ASSOCIATED COAL CORP.
II. The principal place of business of the corporation shall be located in
the City of Weston, in the County of Lewis, and State of West Virginia, and the
chief works shall be located in said Lewis County, State of West Virginia, and
elsewhere in the State of West Virginia. The corporation may transact business
and have an office or offices at any other place or places as may be provided by
the By-Laws.
III. The objects and purposes for which the corporation is formed are as
follow:
To mine, sell, purchase, deal in, export or import coal, coke and wood and
other similar combustible material, and to purchase, lease and sell coal
lands, coal rights, coal and timber lands and to manufacture, buy, sell
and deal in or deal with coal and coke and all products and by-products of any
such lands, rights and materials.
To purchase or otherwise acquire, and to hold, own, maintain, work and
develop, and to sell, lease, convey, mortgage or otherwise dispose of, with or
without the State of West Virginia, and in any part of the world, lands and
without the State of West Virginia, and in any part of the world, lands and
leaseholds and any interest, estate and rights in real property, and in personal
or mixed property, or any franchises, rights, licenses of privileges necessary,
convenient or appropriate for any of the purposes herein expressed.
To acquire, own, lease, mortgage, occupy, sell, use or develop any
lands containing coal, iron manganese, or other ores or oil and gas and
any woodlands or other lands, for any purpose of the company, and to
mine, or otherwise to extract or remove, coal, oil, gas, ores or other minerals,
and to take or remove such minerals from any lands owned, acquired, leased or
occupied by the corporation or from any other lands, and to buy and sell, import
and export, or otherwise to deal or to traffic in or to use or consume coal,
coke, oil, gas, wood, lumber and other materials or ores and any part of the
products thereof, and any articles consisting, or partly consisting thereof.
To manufacture or otherwise produce, import, export, buy, sell, and in
every way deal with and in, either as principal or agent or otherwise, goods,
wares, and merchandise and personal property of every kind and description.
To purchase, lease, erect, or otherwise acquire, exchange, sell, let or
otherwise dispose of, own, maintain, develop and improve any and all property,
real or personal, mines, coke ovens, plants, oil and gas wells, depots,
factories, warehouses, stores, buildings or otherwise useful in connection with
the business of the corporation.
To apply for, obtain, purchase or otherwise acquire any and all patents,
patent rights, copyrights, licenses and privileges, inventions, improvements and
processes, trade-marks, trade names, labels, designs, and brands relating to or
useful in connection with any business of the corporation; and to use, exercise,
develop, grant licenses in respect of, sell, traffic in and exchange the same.
To subscribe to, purchase, acquire, hold, own, invest in, assign, pledge or
otherwise dispose of or deal in stocks, bonds and other securities and
obligations of any other corporation, domestic or foreign, and issue in exchange
therefor its stock, bonds, or other obligations, and while the owner of any
such stock, bonds or other obligations, to possess and exercise in respect
thereof all the rights, powers and privileges of individual owners thereof,
including and any all voting powers.
To acquire the good will, rights and property, and to undertake the whole
or any part of the assets and liabilities, for any person, firm, association or
corporation and to pay for the same in cash, stock or bonds
of this corporation or otherwise, and to issue its stock or bonds in whole or
fractional shares thereof in payment of real and personal property for its use
and for its other corporate purposes and business upon such terms and conditions
as may be agreed upon by the owners and the directors or stockholders of this
corporation.
To borrow money for the purposes of the corporation and to issue bonds,
notes, debentures and other obligations and to secure the same by pledge or
mortgage of the whole or any part of the property of the corporation, either
real or personal, or to issue bonds, notes, debentures or other obligations
without any such security, and to sell or pledge such bonds, notes or other
obligations; and to confer upon the holder of any bonds, notes, debentures and
other obligations of the corporation, secured or unsecured, the right to convert
the same into stock of the corporation.
To conduct its business and all or any of its branches so far as permitted
by law, in the state of West Virginia and in other states of the United States
of America and in the territories and the District of Columbia, and in any and
all dependencies, colonies, or possessions of the United States and in foreign
countries.
The foregoing clauses in this Article shall be construed as stating both
purposes and powers. It is the intention that the purposes and powers specified
in said clauses shall be in no wise limited or restricted by reference to or
inference from the terms of any other clause of this or any other Article in
this certificate, but that the purposes and powers specified in each of the
clauses of this Article shall be regarded as independent and cumulative purposes
and powers.
IV. The amount of the total authorized capital stock of said corporation
shall be One Thousand (1,000) shares of common stock of a par value of One
Dollar ($1.00) per share.
The amount of capital with which the corporation will commence business is
One Thousand Dollars ($1,000.00).
V. Ownership of any class of shares of stock of the corporation shall not
entitle the holders thereof to any pre-emptive rights to subscribe for or
purchase or to have offered to them for subscription or
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I. The following provisions are inserted for the regulation and conduct of
the affairs of the corporation and it is expressly provided that they are
intended to be in furtherance and not in limitation or exclusion of the powers
conferred by statute:
(a) Meetings of the stockholders and directors of the corporation for all
purposes may be held at its office or elsewhere in the State of West Virginia,
and meetings of the directors and stockholders may be held outside of the State
of West Virginia at such place or places as may from time to time be designated
in the By-Laws, or by resolution of the Board of Directors.
(b) All corporate powers except those which by law expressly require the
consent of the stockholders shall be exercised by the Board of Directors.
(c) The Board of Directors shall have power from time to time to fix and
determine and vary the amount of the corporation's funds to be reserved for any
proper purpose and to direct and determine the use and disposition of any
surplus over and above its capital. In its discretion the Board of Directors may
use and apply any such surplus in purchasing or acquiring bonds or other
obligations of the corporation or shares of its own capital stock to such extent
and in such manner and upon such terms as the Board of Directors shall deem
expedient. If any shares of stock of the corporation shall have been purchased
or otherwise acquired by the corporation, the Board of Directors may, without
action by the stockholders, at any time or from time to time, restore all or
part of said shares to the status of authorized but unissued shares; provided
that nothing herein contained shall be deemed to limit the right of the Board of
Directors to cause the corporation to hold any such shares as treasury stock and
to sell or otherwise deal with such treasury stock as the Board of Directors
shall deem expedient. Any shares restored to the status of authorized but
unissued shares as hereinabove provided may be issued to the same extent and
subject to the same conditions as if such
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purchase any new or additional share or shares of stock of any class, or any
options, bonds, debentures, warrants, certificates of indebtedness or other
securities convertible into or representing, the right to purchase shares of any
class of stock, either of that authorized in the Certificate of Incorporation or
thereafter authorized or any shares or securities convertible into shares
however acquired, issued or sold by the corporation, it being the purpose and
intent that the Board of Directors shall have full right, power and authority to
offer for subscription or sale or to make for disposal of any or all unissued
shares of any class of stock of the corporation or any or all shares issued and
thereafter acquired by the corporation or any and all options, bonds,
debentures, warrants, certificates of indebtedness or other securities of the
corporation convertible into stock whether unissued or issued and required by
the corporation as the Board of Directors in its discretion may deem advisable.
VI. At all elections of Directors each stockholder shall be entitled to as
many votes as shall equal the number of votes which (except for the provisions
of this Article VI) such stockholder would be entitled to but for the election
of Directors with respect to such shares multiplied by the number of Directors
to be elected, and such stockholder may cast all of his votes for a single
director or may distribute them upon the number to be voted for, or any one or
more of them, as he may see fit.
VII. This corporation shall have perpetual existence.
VIII. The number of directors, who need not be stockholders or residents of
the State of West Virginia, shall be not less than three (3) nor more than
twenty (20), as authorized in the By-Laws of this corporation.
IX. The names and post office addresses of the incorporators and the number
of shares of stock prescribed for by each are as follows:
<Table>
<Caption>
Name Addresses Number of Shares
- ---- --------- ----------------
W.B. Ross 2165 Country Club Drive 1
Huntingdon Valley, Pennsylvania
DaCosta Smith, Jr. 44 Center Avenue 1
Weston, West Virginia
J.N. Philips Indian Trail 1
North Scituate, Massachusetts
</Table>
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shares had not been previously issued. Whenever shares are restored as
hereinabove provided, any resulting surplus may be used for such lawful purposes
as shall be determined by the Board of Directors.
(d) Subject always to By-Laws made by the stockholders, the Board of
Directors may make By-Laws and from time to time may alter, amend or repeal any
By-Laws, but any By-Laws made by the Board of Directors may be altered or
repealed by the stockholders.
(e) The Board of Directors shall have power to the extent permitted by
law to make distributions or pay dividends to its stockholders in cash or
in property including, but not limited to, stocks, bonds or other securities of
the corporation.
(f) No contract or other transaction between the corporation and any other
corporation shall be affected or invalidated by the fact that any one or more of
the directors of this corporation is or are interested in, or is a director or
officer, or are directors of officers of such other corporation, and any
director or directors, individually or jointly, may be a party or parties to or
may be interested in any contract or transaction of this corporation or in which
this corporation is interested; and no contract, act or transaction of this
corporation with any persons, firms or corporations, shall be affected or
invalidated by the fact that any director or directors of this corporation is a
party, or are parties to or interested in such contract, act or transaction, or
in any way connected with such persons, firms or corporations, and each and
every person who may become a director of this corporation is hereby relieved
from any liability that might otherwise exist from contracting with the
corporation for the benefit of himself or any firm or corporation in which he
may be in any wise interested.
(g) Any person made a party to any act on, suit or proceeding by reason of
the fact that he, his testator or intestate, is or was a director, officer or
employee of the corporation or of any corporation which he served as such at
the request of this corporation, shall be indemnified by this corporation
against the reasonable expenses, including attorney's
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fees, actually and necessarily incurred by him in connection with the
defense of such action, suit or proceeding, or in connection with any appeal
therein, except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such officer, director or employee is liable for
negligence or misconduct in the performance of his duties, provided, however,
that if any such amount is paid otherwise than pursuant to court order or action
by the stockholders, the corporation shall within eighteen (18) months from the
date of such payment mail to its stockholders at the time entitled to vote for
the election of directors a statement specifying the person paid, the amount of
the payment and the final disposition of the litigation, except as otherwise
provided by law, and in addition to any other rights provided by law, any such
person shall be entitled, without demand by him upon the corporation, or any
action by the corporation, to enforce the right of indemnification or
reimbursement hereinabove provided in an action at law against the corporation.
The right of indemnification or reimbursement hereinabove provided or under any
applicable statutes shall not be deemed exclusive of any other right to which
any such person may now or hereafter be otherwise entitled.
WE, THE UNDERSIGNED, for the purpose of forming a Corporation under the
laws of the State of West Virginia do make and file this Agreement; and we have
accordingly hereunto set our respective hands this 27th day of March, 1963.
/s/ W. B. Ross
-------------------------
W. B. Ross
/s/ DaCosta Smith Jr.
-------------------------
DaCosta Smith Jr.
/s/ J. N. Philips
-------------------------
J. N. Philips
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Wherefore, The corporators named in the said Agreement, and who have signed the
same and their successors and assigns, are hereby declared to be from this date
a Corporation by the name and for the purposes set forth in the said agreement,
with the right of perpetual succession.
Given under my hand and the
Great Seal of the said State;
at the City of Charleston, this
TWENTY-SEVENTH
---------------------------day of
[OFFICIAL SEAL] MARCH
--------------------------------,
SIXTY-THREE.
Nineteen Hundred and ------------
/s/ JOE F. BURDETT,
---------------------------------
Secretary of State
CERTIFICATES
The agreement must be acknowledged by all the incorporators who signed it,
before the president of a county court, a justice of the peace, notary,
recorder, prothonotary or clerk of any court within the United States, etc., and
such acknowledgements certified by the officer before whom they were made, and
his seal affixed if not in West Virginia. Acknowledgments taken in a foreign
country must be certified under the official seal of any ambassador, minister
plenipotentiary, minister resident, charge d'affaires, consul general, consul
deputy consul, etc., appointed by the government of the United States to any
foreign country, or of the proper officer of any court of record of such
country, or of the mayor or other chief magistrate of any city, town or
corporation therein, etc.
State of West Virginia County of Kanawha, to-wit:
I, Clara L. Ford, a Notary Public in and for the County and State
aforesaid, hereby certify that
W.B. Ross, DaCosta Smith, Jr., and J.N. Philips
(Names of all incorporators must be inserted in this space by official taking
acknowledgments)
whose names are signed to the foregoing agreement bearing date on the 27th day
of March, 1963 this day personally appeared before me in my said county and
severally acknowledged their signatures to the same.
Given under my hand and official seal this 27th day of March 1963
[SEAL]
Notary Public
My Commission expires on the 2nd day of February, 1966
STATE OF WEST VIRGINIA
CERTIFICATE
I, Robert D. Bailey, Secretary of State of the State of West
Virginia, hereby certify that
DaCOSTA SMITH JR., Vice President of
EASTERN ASSOCIATED COAL CORP.,
a corporation created and organized under the laws of the State of West
Virginia, has certified to me under his signature and the corporate seal of said
corporation, that, at a special meeting of the stockholders of said corporation,
regularly held in accordance with the requirements of the law of said State, in
Room 1724, Koppers Building, Pittsburgh, Pennsylvania, on the 18th day of
November, 1965, at which meeting all of the issued and outstanding voting stock
of such corporation being represented by the holders thereof, in person, by
bodies corporate or by proxy, and voting for the following resolution, the same
was duly and regularly adopted and passed, to-wit:
WHEREAS the notice of this special meeting of the stockholders of
Eastern Associated Coal Corp. held on Thursday, November 18, 1965, at 1:00
o'clock p.m. EST at its office in Room 1724 Koppers Building, Pittsburgh,
Pennsylvania, specified that the stockholders would vote upon the matter of
amending Article IV of its Certificate
of Incorporation thereby to increase its authorized capital stock
of 1,000 shares; whereby the stockholders were duly informed of
such proposed amendment; and
WHEREAS Article IV of this corporation's Certificate of
Incorporation dated March 27, 1963, fixed the authorized capital
stock of the corporation to consist of 1,000 shares all common
stock of the par value of $1.00 per share, and it is desired that
the authorized capital stock of the corporation be increased by
an additional 4,000 shares of like stock so that the authorized
capital stock of the corporation shall be 5,000 shares of like
capital stock;
THEREFORE, BE IT RESOLVED, that the first paragraph of
Article IV of this corporation's Certificate of Incorporation be
and the same is amended to read as follows:
"IV. The amount of the total authorized capital stock of
said corporation shall be 5,000 shares of common stock of a par
value of One Dollar ($1.00) per share."
WHEREFORE, I do declare said increase of the authorized capital
stock as set forth in the foregoing resolution is authorized by law.
Given under my hand and the Great Seal of the said State, at the
City of Charleston, this TENTH day of DECEMBER, 1965.
ROBERT D. BAILEY,
(G.S.) Secretary of State
EASTERN ASSOCIATED COAL CORP.
CERTIFIED RESOLUTION OF STOCKHOLDERS
Re: Increase in Authorized Stock
I, DaCOSTA SMITH JR., Vice President of EASTERN ASSOCIATED COAL CORP.
a corporation created and organized under the laws of the State of West
Virginia, do hereby certify the following information to the Secretary of
State of the State of West Virginia concerning the increase to 5,000 shares
of the authorized common capital stock of the corporation of a par value of
$1.00 per share, that is to say:
BE IT REMEMBERED that at a special meeting of the stockholders of
said corporation held in accordance with the requirements of the laws of
said State in Room 1724, Koppers Building, Pittsburgh, Pennsylvania, on
Thursday, November 18, 1965, at 1:00 o'clock in the afternoon, at which
meeting there were present, entitled to vote in person or by proxy
holders, a total of 1,000 shares of the authorized issued and outstanding
1,000 shares of this corporation's common capital stock of a par value of
$1.00 per share and voting for the following resolution, the said
resolution was duly adopted and passed, to-wit:
WHEREAS the notice of this special meeting of the
stockholders of Eastern Associated Coal Corp. held on
Thursday, November 18, 1965, at 1:00 o'clock p.m. EST, at
its office in Room 1724 Koppers Building, Pittsburgh,
Pennsylvania, specified that the stockholders would vote
upon the matter of amending Article IV of its Certificate of
Incorporation thereby to increase its authorized capital
stock of 1,000 shares; whereby the stockholders were
duly informed of such proposed amendment; and
WHEREAS Article IV of this corporation's Certificate of Incorporation
dated March 27, 1963, fixed the authorized capital stock of the corporation
to consist of 1,000 shares all common stock of the par value of $1.00 per
share, and it is desired that the authorized capital stock of the
corporation be increased by an additional 4,000 shares of like stock so
that the authorized capital stock of the corporation shall be 5,000 shares
of like capital stock;
THEREFORE, BE IT RESOLVED, that the first paragraph of Article IV of
this corporation's Certificate of Incorporation be and the same hereby is
amended to read as follows:
"IV. The amount of the total authorized capital stock of said
corporation shall be 5,000 shares of common stock of a par value of One
Dollar ($1.00) per share."
IN WITNESS WHEREOF said DaCosta Smith Jr., Vice President of Eastern
Associated Coal Corp., a corporation, has signed this certificate and caused
the corporate seal of said Eastern Associated Coal Corp., a corporation, to be
affixed thereto this 8th day of December, 1965.
/s/ DaCosta Smith Jr.
------------------------
Vice President
(SEAL)
ATTEST:
/s/ M.B. Casper
- ------------------------
Secretary
COMMONWEALTH OF PENNSYLVANIA)
) SS:
COUNTY OF ALLEGHENY )
On this, the 8th day of December, 1965, before me, Mary Sipula, the
undersigned officer, personally appeared DaCosta
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Smith Jr., who acknowledged himself to be Vice President of EASTERN ASSOCIATED
COAL CORP., a West Virginia corporation, and that he as such Vice President,
being authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing the name of the corporation, by himself as Vice
President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Mary Sipula
-----------------------
Notary Public
(Notarial Seal)
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EASTERN ASSOCIATED COAL CORP.
CERTIFIED RESOLUTION OF STOCKHOLDERS
FOR A CHANGE IN PLACE OF PRINCIPAL BUSINESS
I, R. H. Freeman, President of EASTERN ASSOCIATED COAL CORP., a corporation
created and organized under the laws of the State of West Virginia, do hereby
certify the following information to the Secretary of State of the State of West
Virginia concerning the change in Eastern Associated Coal Corp.'s principal
place of business from Weston, West Virginia to Beckley, West Virginia, that is
to say:
BE IT REMEMBERED that at a Regular Annual Meeting of the Stockholders of
the said Corporation held in accordance with the requirements of the laws of
said State in Room 1728, Koppers Building, Pittsburgh, Pennsylvania on
Wednesday, April 9, 1975, at 1:00 o'clock in the afternoon, at which meeting,
there were present entitled to vote in person or by proxy holders a total of
3,000 shares of the authorized issued and outstanding 5,000 shares of this
Corporation's common capital stock at a par value of $1 per share and voting for
the following resolution, the said resolution was duly adopted and passed, to
wit:
WHEREAS, the notice of this Regular Annual Meeting of the Stockholders
of Eastern Associated Coal Corp. held on Wednesday, April 9, 1975, at 1:00
o'clock p.m., Eastern Daylight Savings Time, at its offices in Room 1728
Koppers Building, Pittsburgh, Pennsylvania, specified that the Stockholders
could vote upon the matter of amending Article II of its Certificate of
Incorporation thereby to change its principal place of business from the
City of Weston,
in the County of Lewis and State of West Virginia in the City of Beckley,
in the County of Raleigh, State of West Virginia; whereby the Stockholders
were duly informed of such proposed Amendment; and
WHEREAS, Article II of this Corporation's Certificate of Incorporation
dated March 27, 1963, located the principal place of business of the
Corporation in the City of Weston, in the County of Lewis and State of West
Virginia and it is desired to change the principal place of business to the
City of Beckley, County of Raleigh, State of West Virginia;
"THEREFORE, BE IT RESOLVED, That Article II of this Corporation's
Certificate of Incorporation be and the same hereby is Amended to read
as follows:
"II. The principal place of business of the Corporation shall be
located in the City of Beckley, in the County of Raleigh and
the State of West Virginia, and its chief works shall be located in
said Raleigh County, State of West Virginia and elsewhere in the
State of West Virginia. The Corporation may transact business and have
an office or offices at any other place or places as may be provided
by its by-laws."
IN WITNESS WHEREOF, said R. H. Freeman, President of Eastern Associated
Coal Corp., a corporation, has signed this Certificate and caused the corporate
seal of said Eastern Associated Coal Corp., a corporation, to be affixed
thereto this day of May , 1975.
/s/ R. H. Freeman
---------------------------------------
President
(CORPORATE SEAL)
ATTEST:
/s/
- -----------------------------
Assistant Secretary
/s/ Henry R. Shaffer, Atty
---------------------------------------
Koppers Bldg
---------------------------------------
Pittsburgh, Pa
---------------------------------------
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF ALLEGHENY )
On this, the _____ day of _____________, 1975, before me Mary S. Saxon
the undersigned officer, personally appeared R. H. Freeman, who
acknowledged himself to be President of EASTERN ASSOCIATED COAL CORP.,
a West Virginia corporation, and that he as such President being
authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing the name of the corporation, by
himself as President.
IN WITNESS WHEREOF, I hereunto give my hand and official seal.
(Notorial Seal) _________________________
Notary Public