EXHIBIT 3.153
CERTIFICATE OF INCORPORATION
OF
POWDER RIVER COAL COMPANY
FIRST: The name of the corporation is
POWDER RIVER COAL COMPANY
SECOND: Its registered office in the State of Delaware is located at
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
and address of its registered agent is The Corporation Trust Company, 100 West
Tenth Street, Wilmington, Delaware.
THIRD: The nature of the business, or purposes to be conducted or
promoted, are:
A. To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
B. Without limiting the generality of the foregoing, to engage in the
business of mining, extracting, recovering and removing coal; to
construct, own and operate all necessary facilities; and to do all
things necessary or convenient in connection therewith.
C. To conduct its business in all or any of its branches in the state
of Delaware and in any or all other states, territories or
possessions of the United States of America and the District of
Columbia, and in any or all foreign countries, to have one or more
offices within or outside the State of Delaware and to enter into
partnership, joint venture or similar arrangements to engage in
any of the foregoing activities.
FOURTH: The corporation shall have authority to issue 1,000 shares of
common stock with a par value of $100.00 per share. The minimum capital with
which the corporation will commence business is One Thousand Dollars
($1,000.00).
FIFTH: The name and mailing address of the incorporator is as
follows:
Marvin O. Young 301 North Memorial Drive
St. Louis, Missouri 63102
SIXTH: The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The number of directors shall be fixed by the by-laws.
NINTH: The power to make, alter and repeal by-laws of the corporation
is conferred upon the board of directors.
TENTH: 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.
THE UNDERSIGNED, being the Incorporator hereinabove 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 the facts herein stated are true, this 14th day of November, 1972.
/s/ Marvin O. Young
-------------------
Marvin O. Young
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
BE IT REMEMBERED, that on this 14th day of November, 1972, personally
came before me, a Notary Public for the State of Missouri, Marvin O. Young, the
party to the foregoing certificate of incorporation, known to be personally to
be such, and acknowledged the said certificate to be his free act and deed and
that the facts therein stated are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Morgan E. Weir
------------------ [SEAL]
Notary Public
My Commission expires:
July 27, 1975
- 2 -
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
POWDER RIVER COAL COMPANY, 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 an amendment to the
Certificate of Incorporation of said corporation as follows:
RESOLVED, That this Board of Directors considers the amendment
of the Company's Certificate of Incorporation by the addition thereto
after paragraph "TENTH" of a new paragraph numbered "ELEVENTH" and
reading as set forth below to be advisable and in accordance with the
desire of the Company's sole stockholder that the personal liability of
the Company's directors be eliminated or limited except in certain
specified Instance:
ELEVENTH: A director of this corporation shall under
no circumstances have any personal liability to the
corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director except for those
specific breaches and acts or omissions with respect to which
the Delaware General Corporation Law expressly provides that
this provision shall not eliminate or limit such personal
liability of directors.
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 applicable provisions of sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said POWER RIVER COAL COMPANY has caused this
certificate to be signed by F. L . Barkofske, its Vice
President, and attested by J. J. Gazzoli, its Secretary, this 17th day of
November, 1986.
By: /s/ F. L. Barkofske
[SEAL] -----------------------------------
F. L. Barkofske, Vice President
By: /s/ J. J. Gazzoli
-----------------------------
J. J. Gazzoli, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
POWDER RIVER COAL COMPANY, 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 an amendment to the
Certificate of Incorporation of said corporation as follows:
RESOLVED, That the Certificate of Incorporation of the Company be
amended by the addition thereto after paragraph "Fourth" of a new
paragraph reading as follows:
"That the presently authorized and issued two shares of capital stock
of the Company be changed and split up on the basis of three hundred
shares without a par value for each issued and outstanding share with a
par value of $100 per share for a total of 600 shares to be issued and
outstanding; and that the remaining authorized and unissued shares with
a par value of $100 per share be changed into 400 shares without a par
value."
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 applicable provisions of sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said POWDER RIVER COAL COMPANY has caused this
certificate to be signed by J. F. Lake, its President, and attested by T. L.
O'Connor, it Secretary, this 17 day of October, 1987.
[SEAL]
By: /s/ J. F. Lake
--------------------------
J. F. Lake, President
ATTEST:
By: /s/ T. L. O'Connor
-------------------------
T. L. O'Connor, Secretary
- 2 -
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/03/1996
960002708 - 0786705
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ROCHELLE COAL COMPANY
INTO
POWDER RIVER COAL COMPANY
POWDER RIVER COAL COMPANY, is corporation organized and existing under
and by virtue of the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 16th
day of November, 1972, pursuant to the General Corporation Law of the State of
Delaware.
SECOND: That this corporation owns all of the outstanding
shares of all classes of stock of Rochelle Coal Company, a corporation
incorporated on the 9th day of May, 1983 pursuant to the General Corporation Law
of the State of Delaware.
THIRD: That this corporation, by the following resolutions
of its Board of Directors, duly adopted by unanimous written consent of its
members filed with the minutes of the Board on the 14th day of January, 1996,
determined to and did merge into itself said Rochelle Coal Company.
RESOLVED, that Powder River Coal Company merge, and it hereby does
merge into itself said Rochelle Coal Company and assumes all its obligations;
and
FURTHER RESOLVED, that the merger shall become effective on Jan. 1,
1996.
FURTHER RESOLVED, that the proper officer of this corporation he and he
or she is hereby directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge said Rochelle Coal
Company and assume its liabilities and obligations, and the date of adoption
thereof, and to cause the same to be filed with the Secretary of State and to do
all acts and things whatsoever, whether within or without the State of Delaware,
which may be in anywise necessary of proper of effect said merger; and
FOURTH: That this corporation survives the merger and may be
served with process in the State of Delaware in my proceeding for enforcement of
any obligation of Rochelle Coal Company as
well as for enforcement of any obligation of the surviving corporation arising
from the merger, including any suit or other proceeding to enforce the right of
any stockholder as determined in appraisal proceedings pursuant to the
provisions of Section 262 of Title 8 of the Delaware Code, and it does hereby
irrevocably appoint the Secretary of State of Delaware as its agent to accept
service of process in any such suit or other proceeding. The address to which a
copy of such process shall be mailed by the Secretary of State of Delaware is
Caller Box 3034, Gillette, Wyoming 82717-3034 until the surviving corporation
shall have hereafter designated in writing to the said Secretary of State a
different address for such purpose. Service of such process may be made by
personally delivering to and leaving with the Secretary of State of Delaware
duplicate copies of such process, one of which copies the Secretary of State of
Delaware shall forthwith send by registered mail to Powder River Coal Company at
the above address.
FIFTH: Anything herein or elsewhere to the contrary
notwithstanding, this merger may be amended or terminated and abandoned by the
Board of Directors of Powder River Coal Company at any time prior to the date of
filing the merger with the Secretary of State.
IN WITNESS WHEREOF, said Powder River Coal Company has caused this
Certificate to be signed by Peter B. Lilly, its Chairman of the Board of
Directors, this 1st day of January, 1996.
POWDER RIVER COAL COMPANY
By: /s/ Peter B. Lilly
----------------------
Peter B. Lilly,
Chairman of the Board of Directors
2
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:01 AM 01/03/1996
960002714 - 786705
CERTIFICATE OF MERGER
OF
TRINITY MINING COMPANY
INTO
POWDER RIVER COAL COMPANY
The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
POWDER RIVER COAL COMPANY DELAWARE
TRINITY MINING COMPANY DELAWARE
SECOND: That an agreement of merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 251 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is
Powder River Coal Company.
FOURTH: That the Certificate of Incorporation of Powder River Coal
Company, a Delaware corporation which will survive the merger, shall be the
Certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Agreement of Merger is on file at the
principal place of business of the surviving corporation, the address of which
is Caller Box 3034, Gillette, Wyoming 82717-3034.
SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH That this Certificate of Merger shall be effective on January
1, 1996
Dated: January 1, 1996
POWDER RIVER COAL COMPANY
By: /s/ Peter B. Lilly
---------------------
Peter B. Lilly,
Chairman of the Board of Directors
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 10/28/1997
971365919 - 0786705
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
RAWHIDE COAL COMPANY
INTO
POWDER RIVER COAL COMPANY
POWDER RIVER COAL COMPANY, a corporation organized and existing under
the laws of Delaware.
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 16th day
of November, 1972, pursuant to the General Corporation Law of the State of
Delaware.
SECOND: That this corporation owns all ten (10) shares of the
outstanding shares of common stock of Rawhide Coal Company, a corporation
incorporated on the 12th day of September, 1994, pursuant to the General
Corporation Law of the State of Delaware,
THIRD: That this corporation, by the following resolutions of
their Board of Directors, duly adopted by unanimous written consent of its
members, filed with the minutes of the Board on September 2, 1997.
RESOLVED, that POWDER RIVER COAL COMPANY, a Delaware
corporation merge, and does hereby merge into itself said RAWHIDE COAL COMPANY
and assumes all its obligations; and
FURTHER RESOLVED, that the merger shall be effective upon the date of
filing with the Secretary of State of Delaware.
FURTHER RESOLVED, that the proper officer of this Corporation be and he
or she is hereby directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge said RAWHIDE COAL
COMPANY, and assume its liabilities and obligations, and the date of adoption
thereof, and to cause the same to be filed with the Secretary of State and to do
all acts and things whatsoever, whether within or without the State of Delaware,
which may be in anywise necessary or proper to effect said merger; and
IN WITNESS WHEREOF, said POWDER RIVER COAL COMPANY has caused this
Certificate to be signed by Thomas S. Hilton, its Vice President, this 5th day
of September 1997.
/s/ T. S. Hilton
----------------
By T. S. Hilton, Vice President
(Title)