EXHIBIT 3.119
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 12/06/2001
010622522 - 3464956
CERTIFICATE OF INCORPORATION
OF
PEABODY ENERGY GENERATION HOLDING COMPANY
* * * * *
1. The name of the corporation is:
PEABODY ENERGY GENERATION HOLDING COMPANY
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 ($10.00 ) amounting in the
aggregate to One Thousand Dollars and No Cents ($ 1,000.00 ).
5. The name and mailing address of each incorporator is as follow:
NAME MAILING ADDRESS
- ---- ---------------
M.K. Ascione 1209 Orange St., Wilmington, DE 19801
Lynn Ellis 1209 Orange St., Wilmington, DE 19801
Karl DeDonato 1209 Orange St., Wilmington, DE 19801
The name and mailing address of each person who is to serve as
a
director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:
NAME MAILING ADDRESS
- ---- ---------------
ROGER B. WALCOTT 701 Market Street
9th Floor
St. Louis, MO 63101
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.
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 at 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
bylaw of the corporation.
When and as authorized by the stockholders in accordance with
law, to sell, lease or exchange all or substantially all of the
property and assets of the corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or
property including shares of stock in, and/or other securities of, any
other corporation or corporations, as its board of directors shall deem
expedient and for the best interests of the corporation.
8. Elections of directors need not be by written ballot
unless the by-laws of the corporation shall 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 5th day of December, 2001.
/s/ Karl DeDonato
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Karl DeDonato
/s/ M. K. Ascione
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M. K. Ascione
/s/ Lynn Ellis
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Lynn Ellis