EXHIBIT 3.180
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CRAWFORD F. PARKER, Secretary of State
To Whom These Presents Come, Greeting:
Whereas, there have been presented to me at this office Articles of
Incorporation in triplicate for YANKEETOWN DOCK CORPORATION showing capital
stock as follows:
1,000 SHARES WITHOUT PAR VALUE
Said Articles of Incorporation having been prepared and signed in accordance
with "An Act concerning domestic and foreign corporations for profit, providing
penalties for the violation hereof, and repealing all laws or parts of laws in
conflict herewith," approved March 16, 1929, and Acts supplemental thereto.
Whereas, upon due examination, I find that they conform to law:
Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and, having
received the fees required by law, in the sum of $11,50 have filed one copy of
the Articles in this office and returned two copies bearing the endorsement of
my approval to the incorporators, or their representatives.
In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
Indiana, at the city of Indianapolis, this
29th day of April, 1953.
[SEAL]
___________________________________________
CRAWFORD F. PARKER, Secretary of State
By ________________________________________
PAUL CYR, Deputy
Corporate Form No. 1 (Mar 50)--Page One
ARTICLES OF INCORPORATION
Prescribed by the Secretary of State of
Indiana For Use with Special
Instructions No. 1
Use White Paper--Size 8x10 1/2 Inches
Filing Requirements--Present 3 Executed
Copies to Secretary of State
Recording Requirements--Record 1 of such 3
Executed Copies, as Approved and Returned
by Secretary of State, with Recorder of
County where Principal Office is Located.
ARTICLES OF INCORPORATION
OF
YANKEETOWN DOCK CORPORATION
The undersigned incorporators, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the
provisions of The Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), execute the following Articles
of Incorporation.
ARTICLE I
Name
The name of the Corporation is YANKEETOWN DOCK CORPORATION.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
To carry on and conduct the general business of mining in all
of its branches; to search for, prospect and explore for ores, metals,
minerals and mineral substances and products of all kinds, (including
but not limited to coal, oil, petroleum, gas, clay and stone); to carry
on and conduct general mining operations with respect thereto for the
recovery of any such ores, metals or mineral substances or products; to
mine and recover the same; to carry on the business of milling,
concentrating, treating, converting, preparing for market and otherwise
producing and dealing in and with any such ores, metals, minerals and
mineral substances
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Page One-A
and products, and the by-products and end-products thereof, of every
kind and description and by whatsoever process the same can or may now
or hereafter be produced; to buy, sell, exchange, lease, acquire and
generally deal in and with mines, mineral rights, mineral properties
and mining claims and licenses, and to conduct all business
appertaining thereto; to carry on any such business or activities
either as principal or agent;
To construct, maintain and operate a dock or docks on the Ohio
River near Yankeetown, Indiana with complete facilities for loading
coal and other commodities into barges and with industrial or mine
tracks or spurs connecting such dock or docks and loading facilities
with mining areas or coal mines which are now or may be hereafter
owned, operated or controlled by shareholders of the Corporation,
together with all necessary engines, freight cars and other equipment,
structures and transportation facilities, so as to provide for such
mines by private contracts only with the Corporation means for
delivering coal from such mines into barges at the said dock or docks
and for hauling materials and supplies to and from the said mines;
provided that the Corporation is not formed for the purpose of
conducting, and shall not conduct, a railroad business;
To acquire, own, hold, use, lease, mortgage, pledge, sell,
convey or otherwise dispose of property, real and personal, tangible or
intangible; and to exercise all of the other general powers provided
for in Part II, Article 1, Sec. 3 of "The Indiana General Corporation
Act", and, in connection with any business of the Corporation, to do
and perform everything necessary, suitable, convenient or expedient in
furtherance thereof or incidental thereto.
2
ARTICLE III
Term of Existence
The period during which the Corporation shall continue is
perpetual.
ARTICLE IV
Principal Office and Resident Agent
The post-office address of the principal office of the Corporation is
105 South Meridian Street, Indianapolis 4, Indiana; and the name and post-office
address of its Resident Agent in charge of such office is James W. Morgan, 105
South Meridian Street, Indianapolis 4, Indiana.
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital stock of
the Corporation is divided is 1,000 shares consisting of no shares with par
value ________________per share, and 1,000 shares without par value.
ARTICLE VI
Terms of Capital Stock
The shares are not to be divided into classes. All of the shares are
common stock and have equal voting rights and powers.
3
ARTICLE VII
Voting Rights of Capital Stock
The shares are not to be divided into classes. All of the shares are
common stock and have equal voting rights and powers.
ARTICLE VIII
Paid-in Capital
The amount of paid-in capital, with which the Corporation is beginning
business, is $1,000.00.
ARTICLE IX
Data Respecting Directors
Section 1. Number. The maximum number of directors shall be seven; the
exact number of directors may from time to time be specified by the by-laws at
not less than three nor more than seven. Whenever the by-laws do not specify the
number of directors, the number shall be seven.
Section 2. Qualifications. Directors need not be shareholders of the
Corporation. A majority of the Directors at any time shall be citizens of the
United States.
ARTICLE X
Further Data Respecting Directors
Section 1. Names and Post-Office Addresses. The names and post-office
addresses of the first Board of Directors of the Corporation are as follows:
Name Number and Street or Building City Zone State
- ---------------------- ----------------------------- ------------ ---- -------
Pierre F. Goodrich, 709 Electric Building, Indianapolis 4, Indiana
James W. Morgan, 105 South Meridian St., Indianapolis 4, Indiana
Albert M. Campbell, 709 Electric Building, Indianapolis 4, Indiana
Harold D. Wright, 8 South Michigan Ave., Chicago 3, Illinois
Robert K. Beacham, 105 South Meridian St., Indianapolis 4, Indiana
Howard E. Lohmann, 105 South Meridian St., Indianapolis 4, Indiana
Walter D. Waldschmidt, 105 South Meridian St., Indianapolis 4, Indiana
Section 2. Citizenship. All of such Directors are citizens of the
United States.
4
Corporate Form No. 1 (Mar. 1950)--Page Four
ARTICLE XI
Data Respecting Incorporators
Section 1. Names and Post-Office Addresses. The names and post-office
addresses of the incorporators of the Corporation are as follows:
Name Number and Street or Building City Zone State
- ---------------------- ----------------------------- ------------ ---- -------
James W. Morgan, 105 South Meridian Street, Indianapolis 4, Indiana
Albert M. Campbell, 709 Electric Building, Indianapolis 4, Indiana
Walter D. Waldschmidt, 105 South Meridian Street, Indianapolis 4, Indiana
Section 2. Age and Citizenship. All of such incorporators are of lawful
age; and all of such incorporators are citizens of the United States.
Section 3. Compliance with Provisions of Sections 15 and 16 of the Act.
The undersigned incorporators hereby certify that the person or persons
intending to form the Corporation first caused lists for subscriptions to the
shares of the capital stock of the Corporation to be opened at such time and
place as he or they determined; when such subscriptions had been obtained in an
amount not less than $1,000, such person or persons, or a majority of them,
called a meeting of such subscribers for the purpose of designating the
incorporators and of electing the first Board of Directors; the incorporators so
designated are those named in Section 1 of this Article; and the Directors so
elected are those named in Section 1 of Article X.
ARTICLE XII
Provisions for Regulation of Business and Conduct
of Affairs of Corporation
1. The affirmative vote of the holders of at least 80% of all of
the shares of the capital stock of the Corporation then outstanding and entitled
to vote (or such greater percentage as may be required by law), cast at a
meeting of shareholders called for the purpose of considering and voting upon
any of the following proposals, shall be required for the adoption or approval
thereof, and unless any such proposal shall be so adopted or approved, the
Corporation shall not be empowered to proceed with or take any action with
respect to any such proposal:
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Page Four-A
(a) Any proposal to amend the articles of incorporation in
any respect;
(b) Any proposal to amend the by-laws of the Corporation as
originally adopted by the shareholders;
(c) Any proposal for the merger of the Corporation into any
other corporation, or for the consolidation of the Corporation into a new
corporation, or for the adoption by the shareholders of any proposed agreement
of merger or consolidation;
(d) Any proposal for the sale, lease, exchange, mortgage,
pledge or other disposition of all or substantially all the fixed assets of
the Corporation, for the purpose of terminating and winding up, or changing the
nature of its business (such transactions being referred to in Sections 39, 40a,
41 and 73a of "The Indiana General Corporation Act" as a "Special Corporate
Transaction");
Provided, however, that the foregoing sub-division (d)
shall be deemed to apply only to such "Special Corporate Transaction" and not to
any other sale, lease, exchange, mortgage, pledge or other disposition of any
part of the fixed assets of the Corporation in the regular course of the
business of the Corporation; and any other sale, lease, exchange, mortgage,
pledge or other disposition of any part of the fixed assets of the Corporation,
made in the course of the ordinary business of the Corporation, may be made when
authorized by the Board of Directors of the Corporation;
(e) Any proposal for the voluntary dissolution of the
Corporation;
(f) Any proposal for the reduction or redemption of the
outstanding capital stock of the Corporation.
2. If the articles of incorporation shall be duly amended by the
required vote of shareholders as hereinbefore provided, so as to increase the
authorized number of shares of the capital stock of the Corporation, common or
preferred, and any such additional shares shall thereupon be offered for sale or
subscription, the holders of record of all of the shares of stock of the
Corporation then issued and outstanding shall have the prior and preemptive
right
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Page Four-B
to purchase the same pro rata, for cash, at the price fixed and determined by
the Board of Directors (or by the amended articles of incorporation authorizing
such shares) before any such shares shall be offered for subscription or
purchase by others than the holders of the then outstanding shares; provided
only that the Board of Directors may fix the time within which such preemptive
rights shall be exercised, not less than ten days after mailing to each
shareholder of record on the effective date of the amendment of said articles of
incorporation a notice that such preemptive rights are available and may be
exercised.
3. The exclusive power to make, alter, amend or repeal the
by-laws of the Corporation is hereby vested in the shareholders.
4. In all elections of directors, every shareholder shall have
the right to multiply the number of shares he may be entitled to vote by the
number of directors to be elected, and the product shall represent the number of
votes he may cast at such election, and he may cast all such votes represented
by such product for one candidate or distribute them among two or more
candidates.
5. The Corporation may enter into contracts or transact business
with one or more of its directors, or any corporation in which its directors are
shareholders, directors or officers; such contract or transaction shall not be
invalidated or affected by the fact that such director or directors have or may
have interests therein which are or might be adverse to the interests of the
Corporation, and no director having such interests adverse to the Corporation
shall be liable to the Corporation or to any shareholder or creditor thereof or
to any other person for any loss incurred by reason thereof, nor shall such
director be accountable for any gains; provided that such contract or
transaction at the time it was entered into shall have been reasonable and upon
terms that were fair at the time, and that full disclosure of all of the
relevant facts, including the interests of such director, shall have been made
to the Board of Directors before any vote is taken on any such proposition.
6. Any meeting of the shareholders or directors of the
Corporation, whether annual, regular or special, may be held either within or
without the State of Indiana, and if held within the State of Indiana, need not
be held at the principal office of the Corporation.
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Page Four-C
7. Each director and officer shall be indemnified by the
Corporation against expenses reasonably incurred by him (including but not
limited to, counsel fees and settlements out of court in amounts approved by the
Board of Directors, but not including any case where in the opinion of counsel
for the Corporation the directors and officers affected are liable) in
connection with any action, suit or proceeding to which he may be a party by
reason of his being or having been a director or officer of the Corporation
(whether or not he continues to be a director or officer at the time of
incurring such expense), except in relation to matters as to which he shall be
adjudged in such action, suit or proceeding to be liable or to have been
derelict in the performance of his duty as such director or officer. The
foregoing right of indemnification shall not be exclusive of other rights to
which any director or officer may be entitled as a matter of law.
8
Corporate Form No.1(Mar. 1950)--Page Fire
IN WITNESS WHEREOF, the undersigned, being all of the incorporators
designated in Article XI, execute these Articles of Incorporation and certify
to the truth of the facts herein stated, this 29th day of April 1953.
/s/ James W. Morgan
--------------------
(Written Signature)
James W. Morgan
---------------
(Printed Signature)
/s/ Albert M. Campbell
----------------------
(Written Signature)
Albert M. Campbell
------------------
(Printed Signature)
/s/ Walter D. Waldschmidt
-------------------------
(Written Signature)
Walter D. Waldschmidt
---------------------
(Printed Signature)
STATE OF INDIANA
COUNTY OF SS:
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that James
W. Morgan, Albert M. Campbell and Walter D. Waldschmidt being all of the
incorporators referred to in Article XI of the foregoing Articles of
Incorporation, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 29th day of April 1953
/s/ Garnet Melton
----------------------
(Written signature)
Garnet Melton
----------------------
(Printed Signature)
Notary Public
My commission expires
7-14-56
9
Form No. 26
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
Secretary of State
CRAWFORD F. PARKER
To Whom These Presents Come, Greeting:
WHEREAS, Amended Articles of Incorporation of
YANKEETOWN DOCK CORPORATION
superseding and taking the place of the heretofore existing Articles of
Incorporation, have been submitted to this office for filing,
Said Amended Articles of Incorporation having been prepared and signed
in accordance with "An Act concerning domestic and foreign corporations for
profit, providing penalties for the violation hereof, and repealing all laws or
parts of laws in conflict herewith," approved March 16, 1929, and Acts
supplemental thereto.
WHEREAS, upon due examination, I find that they conform to law:
NOW, THEREFORE, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Amended Articles so presented, and,
having received the fees required by law, in the sum of $306.50 have filed one
copy of the Amended Articles in this office.
[SEAL]
In Witness Whereof, I have hereunto set my band ana affixed the seal of the
State of Indiana, at the city of Indianapolis, this 14th day of September, 1953
By /s/ Crawford F. Parker Secretary of State.
----------------------
By /s/ Paul Cyr Deputy
------------
Corporate Form No. 6 ( , 1950)--Page one
AMENDED ARTICLES (Completely superseding existing
Articles)
Prescribed by the Secretary of State of Indiana For
Use with Special Instructions No. 6
Use White Paper--Size 8 x 10 1/2 Inches
Filling Requirements--Present 3 Executed Copies to
Secretary of State
Recording Requirements--Before Exercising any
Authority under Amendment, Record 1 of such 3
Executed Copies, as Approved and Returned by
Secretary of State, with Recorder of County
where Principal Office is Located.
AMENDED ARTICLES OF INCORPORATION
OF
YANKEETOWN DOCK CORPORATION
The undersigned officers of YANKEETOWN DOCK CORPORATION (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of The
Indiana General Corporation Act, as amended (hereinafter referred to as the
"Act"), desiring to give notice of corporate action effectuating certain
amendments of its Articles of Incorporation by the adoption of new Amended
Articles of Incorporation to supersede and take the place of its heretofore
existing Articles of Incorporation, certify the following facts:
SUBDIVISION A
AMENDED ARTICLES
1. Text of the Amended Articles
The exact text of the entire Articles of Incorporation of the
Corporation, as amended (hereinafter referred to as the "Amended Articles"), now
is as follows:
ARTICLE I
Name
The name of the Corporation is YANKEETOWN DOCK CORPORATION.
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Page One-A
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
To carry on and conduct the general business of mining in all of its
branches; to search for, prospect and explore for ores, metals, minerals and
mineral substances and products of all kinds, (including but not limited to
coal, oil, petroleum, gas, clay and stone); to carry on and conduct general
mining operations with respect thereto for the recovery of any such ores, metals
or mineral substances or products; to mine and recover the same; to carry on
the business of milling, concentrating, treating, converting, preparing for
market and otherwise producing and dealing in and with any such ores, metals,
minerals and mineral substances and products, and the by-products and
end-products thereof, of every kind and description and by whatsoever process
the same can or may now or hereafter be produced; to buy, sell, exchange, lease,
acquire, and generally deal in and with mines, mineral rights, mineral
properties and mining claims and licenses, and to conduct all business
appertaining thereto; to carry on any such business or activities either as
principal or agent;
To construct, maintain and operate a dock or docks on the Ohio River
near Yankeetown, Indiana with complete facilities for loading coal and other
commodities into barges and with industrial or mine tracks or spurs connecting
such dock or docks and loading facilities with mining areas or coal mines which
are now or may be hereafter owned, operated or controlled by holders of the
common stock of the Corporation (or by their successors or assigns, or
successors to their interest, by operation of law, in said mining areas or coal
mines), together with all necessary engines, freight cars and other equipment,
structures and transportation facilities, so as to provide for such mines by
private contracts only with the Corporation means for delivering coal from such
mines into barges at the said dock or docks and for hauling materials and
supplies to and from the said mines; provided that the Corporation is not formed
for the purpose of conducting, and shall not conduct, a railroad business;
To acquire, own, hold, use, lease, mortgage, pledge, sell, convey or
otherwise dispose of property, real and
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Page One-B
personal, tangible or intangible; and to exercise all of the other general
powers provided for in Part II, Article 1, Sec. 3 of "The Indiana General
Corporation Act", and, in connection with any business of the Corporation, to do
and perform everything necessary, suitable, convenient, or expedient in
furtherance thereof or incidental thereto.
ARTICLE III
Term of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
Principal Office and Resident Agent
The post-office address of the principal office of the Corporation is
105 South Meridian Street, Indianapolis 25 Indiana; and the name and post-office
address of its Resident Agent in charge of such office is James W. Morgan, 105
South Meridian Street, Indianapolis Indianapolis 25 Indiana.
ARTICLE V
Amount of Capital Stock
The total number of shares into which the authorized capital stock of
the Corporation is divided is 31,000 shares consisting of 30,000 shares with the
par Value of $100 per share, and 1,000 shares without par value.
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Page One-C
ARTICLE VI
Terms of Capital Stock
The total number of shares of authorized capital stock of the
Corporation is divided into two classes, as follows:
30,000 shares are preferred stock with a par value
of $100 a share, and
1,000 shares are common stock without par value.
The relative rights, preferences, limitations and restrictions of each
class of stock are as follows:
The holders of shares of the preferred stock shall be entitled to
receive, in each fiscal year, out of the "net earnings available for dividends"
(as hereinafter defined) of the Corporation during the preceding fiscal year,
when and as declared by the Board of Directors and before any dividend or other
distribution shall be made to the holders of shares of the common stock, an
annual dividend determined and computed as follows:
The term "fiscal year" means the period commencing on the first day of
July and terminating on the thirtieth day of June in each year (except that the
first fiscal year shall be the period commencing upon the date of organization
and terminating on June 30, 1954).
The term "net earnings available for dividends" means the gross income
of the Corporation after deducting all expenses of operations (including
depreciation), as determined by accepted principles of accounting, less such
sums, if any, as the Board of Directors, by the unanimous vote of all Directors
then in office, shall determine, in their discretion, that it is advisable for
the Corporation to retain and set apart in order to provide for working capital,
or to meet contingencies, or to equalize dividends, or for such other purposes
as the Directors shall deem to be conducive to the best interests of the
Corporation.
Within ninety days after the close of each fiscal year, the Directors
shall determine the "net earnings available for dividends", as above defined,
for the preceding fiscal year and shall declare the dividend payable therefrom
to the holders of shares of the preferred stock. The said
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Page One-D
dividend shall be declared at the rate of Six Dollars ($6.00) a share and no
more, if such net earnings for such fiscal year are sufficient to pay a dividend
at such rate (sometimes hereinafter referred to as the "fixed rate"); or if such
net earnings are not sufficient in any year to pay the dividend at the said
fixed rate, then the dividend shall be declared at such rate as shall be equal
to the "net earnings available for dividends" for such fiscal year, and shall be
payable pro rata on all of the shares of preferred stock then outstanding.
The said dividend, at the fixed rate or at a lesser rate as aforesaid,
shall be payable to holders of the preferred stock of record as of the close of
the said fiscal year, and shall be payable upon the date fixed by the Board of
Directors, which date shall be not later than one hundred and twenty (120) days
after the close of said fiscal year; provided, however, that the dividend
payable upon shares of the preferred stock, as aforesaid, shall not be
cumulative, so that if in any fiscal year less than the fixed rate shall have
been paid (or if no such dividend shall have been paid), the holders of the
preferred stock shall not be entitled to demand or receive in any future fiscal
year, or from the net earnings in any fiscal year, any further dividend or
payment representing the difference between the fixed rate and the amount
actually paid as a dividend in any fiscal year.
If any shares of the preferred stock are issued within any fiscal year,
then the first dividend payable upon such shares shall be such proportion of the
annual dividend, determined and computed as aforesaid, as the full number of
months since the date of issuance of such shares shall bear to the number of
months in the said fiscal year.
In case of liquidation or dissolution of the Corporation, either
voluntary or involuntary, or otherwise upon any distribution of the capital
assets of the Corporation, the holders of shares of the preferred stock shall be
entitled to receive One Hundred ($100) Dollars a share, and no more, before any
distribution or payment shall be made upon, or to the holders of, shares of the
common stock; and after such payment to the holders of shares of the preferred
stock, they shall be entitled to no further share in the assets of the
Corporation, but any balance of such assets shall be distributed exclusively
among the holders of shares of the common stock.
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Page One-E
The holders of shares of the preferred stock shall have no voting
power, either for the election of directors or upon any proposal that may be
submitted to the vote of shareholders, except as otherwise specifically provided
for in The Indiana General Corporation Act, the exclusive voting power, except
as aforesaid, being vested exclusively in the holders of shares of the common
stock.
The Corporation reserves and shall have the right at any time and from
time to time, to redeem, and call for redemption, all or any part of the shares
of preferred stock then outstanding, upon payment to the holders of the shares
of preferred stock called for redemption of the sum of One Hundred ($100)
Dollars a share (hereinafter referred to as the "redemption price"), upon giving
to the holders of the shares of the preferred stock so called for redemption,
written notice, (mailed to such holders of shares of preferred stock, addressed
to them at their addresses as they shall appear upon the stock register of the
Corporation) of its intention to redeem the shares designated in such notice, at
the time and place therein designated; and advising the holders of the said
shares of the preferred stock to present the certificate therefor, duly
endorsed, and surrender the same to the Corporation, at the time and place so
designated, as against payment of the redemption price.
If less than all of the shares of the preferred stock shall be called
for redemption at any time, such shares of preferred stock shall be called and
redeemed pro rata among all of the holders of shares of the preferred stock.
The said redemption price of One Hundred ($100) Dollars a share shall
be paid upon presentation of and surrender to the Corporation of the
certificates representing the shares of the preferred stock so called for
redemption, properly endorsed. Shares of preferred stock which have been
redeemed shall not be re-issued.
If any shares of the preferred stock which have been called for
redemption are not so presented and surrendered at the time and place fixed in
said notice, the holders thereof shall not be entitled to receive any dividends
thereafter declared upon, or payable to the holders of, shares of the preferred
stock, nor shall they have any further rights as holders of the said shares of
the preferred stock, except the right to receive the said redemption price of
One Hundred ($100) Dollars a share, without interest, upon presentation of and
cancellation of the certificates for the shares called
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Page One-F
for redemption as aforesaid.
The Corporation undertakes that so long as any shares of the preferred
stock are outstanding it will apply in each fiscal year toward the redemption of
shares of the preferred stock, at the said redemption price of One Hundred
($100) Dollars a share, the amount determined by the Board of Directors, in the
manner hereinafter set forth, to be available for the purposes of redemption of
shares of the preferred stock:
Within ninety days after the close of each fiscal year the Board will
determine the amount of the "net working capital" of the Corporation, meaning
thereby the current assets of the Corporation less all liabilities of every kind
and nature.
If at any time the net working capital of the Corporation, determined
and computed as aforesaid as at the close of the fiscal year shall exceed the
sum of Two Hundred and Fifty Thousand ($250,000) Dollars then (except as
hereinafter provided) the excess over the said sum of $250,000 shall be applied
by the Corporation, within one hundred and twenty days after the close of the
said fiscal year, toward the redemption of the number of shares of the preferred
stock which the amount of such excess will suffice to redeem, at the redemption
price of One Hundred ($100) Dollars a share; and thereupon the Corporation shall
proceed to call for redemption and redeem such number of shares of the
preferred stock, pro rata among all of the holders of shares of the preferred
stock, in the manner hereinabove set forth, by giving notice of redemption to
the holders of the shares of preferred stock so called for redemption, and by
making payment of the redemption price upon presentation of and surrender to the
Corporation of the certificates representing the shares of the preferred stock
so called for redemption, properly endorsed; provided, however, that the
Corporation reserves the right at any time to retain and set apart, from the
funds which would otherwise be deemed to be available for the redemption of the
preferred stock as aforesaid, and to reduce the amount otherwise available for
such redemption by such sum or sums as the Board of Directors, by the unanimous
vote of all directors then in office, shall determine in their discretion to be
advisable to meet contingencies, to provide for capital expenditures, or for
such other purposes as the directors shall deem to be conducive to the best
interests of the Corporation.
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Page One-G
ARTICLES VII
Voting Rights of Capital Stock
The holders of shares of the preferred stock shall have no voting
power, either for the election of directors or upon any proposal that may be
submitted to the vote of shareholders, except as otherwise specifically
provided for in The Indiana General Corporation Act, the exclusive voting power,
except as aforesaid, being vested exclusively in the holders of shares of the
common stock.
In all elections of directors, every holder of the common stock shall
have the right to multiply the number of shares he may be entitled to vote by
the number of directors to be elected, and the product shall represent the
number of votes he may cast at such election, and he may cast all such votes
represented by such product for one candidate or distribute them among two or
more candidates.
ARTICLE VIII
Paid-in Capital
The amount of paid-in capital, with which the Corporation is beginning
business, is $1,000.00.
ARTICLE IX
Data Respecting Directors
Section 1. Number. The maximum number of directors shall be seven; the exact
number of directors may from time to time be specified by the by-laws at not
less than three nor more than seven. Whenever the by-laws do not specify the
number of directors, the number shall be seven.
Section 2. Qualifications Directors need not be shareholders of the Corporation.
A majority of the Directors at any time shall be citizens of the United States.
19
Page One-H
ARTICLE X
Further Data Respecting Directors
Section 1. Names and Post-Office Addresses. The names and post-office addresses
of the first Board of Directors of the Corporation are as follows:
Name Number and Street or Building City Zone State
- ------------------ ----------------------------- ----------- ---- --------
Pierre F. Goodrich, 709 Electric Building, Indianapolis 6, Indiana
James W. Morgan, 105 South Meridian St., Indianapolis 25, Indiana
Albert M. Campbell, 709 Electric Building, Indianapolis 6, Indiana
Harold D. Wright, 8 South Michigan Ave., Chicago 3, Illinois
Robert K. Beacham, 105 South Meridian St., Indianapolis 25, Indiana
Howard E. Lohmann, 105 South Meridian St. Indianapolis 25, Indiana
Walter D. Waldschmidt, 105 South Meridian St. Indianapolis 25, Indiana
Section 2. Citizenship. All of such Directors are citizens of the United States.
ARTICLE XI
Data Respecting Incorporators
Section 1. Names and Post-Office Addresses. The names and post-office addresses
of the incorporators of the Corporation are as follows:
Name Number and Street or Building City Zone State
- ---------------------- ----------------------------- ------------ ---- -------
James W. Morgan, 105 South Meridian Street, Indianapolis, 25, Indiana
Albert M. Campbell, 709 Electric Building, Indianapolis, 6, Indiana
Walter D. Waldschmidt, 105 South Meridian Street, Indianapolis, 25, Indiana
Section 2. Age and Citizenship All of such incorporators are of lawful age; and
all of such incorporators are citizens of the United States.
20
Page One-I
Section 3. Compliance with Provisions of Sections 15 and 16 of the Act. The
undersigned incorporators hereby certify that the person or persons intending to
form the Corporation first caused lists for subscriptions to the shares of the
capital stock of the Corporation to be opened at such time and place as he or
they determined; when such subscriptions had been obtained in an amount not less
than $1,000, such person or persons, or a majority of them, called a meeting of
such subscribers for the purpose of designating the incorporators and of
electing the first Board of Directors; the incorporators so designated are those
named in Section 1 of this Article; and the Directors so elected are those named
in Section 1 of Article X.
ARTICLE XII
Provisions for Regulation of Business and Conduct
of Affairs of Corporation
1. The affirmative vote of the holders of at least eighty (80%) per
cent of all of the shares of the common stock of the Corporation then
outstanding and entitled to vote (or such greater percentage as may be required
by law), cast at a meeting of the holders of shares of the common stock called
for the purpose of considering and voting upon any of the following proposals,
shall be required for the adoption or approval thereof, and unless any such
proposal shall be so adopted or approved, the Corporation shall not be empowered
to proceed with or take any action with respect to any such proposal:
(a) Any proposal to amend the Articles of Incorporation in
any way; (the term Articles of Incorporation means and includes Amended Articles
of Incorporation)
(b) Any proposal to amend the by-laws of the Corporation as
originally adopted by the holders of shares of the common stock;
(c) Any proposal for the merger of the Corporation into any
other corporation, or for the consolidation of the Corporation into a new
corporation, or for the adoption by the shareholders of any proposed agreement
of merger or consolidation;
21
Page One-J
(d) Any proposal for the sale, lease, exchange, mortgage,
pledge or other disposition of all or substantially all the fixed assets of the
Corporation, for the purpose of terminating and winding up, or changing the
nature of its business (such transactions being referred to in Sections 39, 40a,
41 and 73a of "The Indiana General Corporation Act" as a "Special Corporate
Transaction");
Provided, however, that the foregoing subdivision (d) shall
be deemed to apply only to such "Special Corporate Transaction" and not to any
other sale, lease, exchange, mortgage, pledge or other disposition of any part
of the fixed assets of the Corporation in the regular course of the business of
the Corporation; and any other sale, lease, exchange, mortgage, pledge or other
disposition of any part of the fixed assets of the Corporation, made in the
course of the ordinary business of the Corporation, may be made when authorized
by the Board of Directors of the Corporation;
(e) Any proposal for the voluntary dissolution of the
Corporation;
(f) Any proposal to reduce the number of shares of the
outstanding common stock of the Corporation, or to redeem or cancel any shares
of the outstanding common stock of the Corporation.
2. If the Articles of Incorporation shall be duly amended, by the
affirmative vote of the holders of the required number of shares of the common
stock as hereinbefore provided, so as to increase the authorized number of
shares of the capital stock of the Corporation, common or preferred, and any
such additional shares shall thereupon be offered for sale or subscription, the
holders of record of all of the shares of common stock of the Corporation then
issued and outstanding shall have the prior and preemptive right to purchase the
same pro rata, for cash, at the price fixed and determined by the Board of
Directors (or by the amended articles of incorporation authorizing such
additional shares) before any such shares shall be authorized for subscription
or purchase by others than the holders of the then outstanding shares of the
common stock; provided only that the Board of Directors may fix a time within
which such preemptive rights shall be exercised, not less than ten days after
mailing to each holder of record of the common stock on the effective date of
the amendment of said articles of incorporation a notice
22
Page One-K
that such preemptive rights are available and may be exercised within the time
specified in such notice.
3. The exclusive power to make, alter, amend or repeal the
by-laws of the Corporation is hereby vested in the holders of shares of the
common stock.
4. The Corporation may enter into contracts or transact business
with one or more of its directors, or any corporation in which its directors are
shareholders, directors or officers; such contract or transaction shall not be
invalidated or affected by the fact that such director or directors have or may
have interests therein which are or might be adverse to the interests of the
Corporation, and no director having such interests adverse to the Corporation
shall be liable to the Corporation or to any shareholder or creditor thereof or
to any other person for any loss incurred by reason thereof, nor shall such
director be accountable for any gains; provided that such contract or
transaction at the time it was entered into shall have been reasonable and upon
terms that were fair at the time, and that full disclosure of all of the
relevant facts, including the interests of such director, shall have been made
to the Board of Directors before any vote is taken on any such proposition.
5. Any meeting of the shareholders or directors of the
Corporation, whether annual, regular or special, may be held either within or
without the State of Indiana, and if held within the State of Indiana, need not
be held at the principal office of the Corporation.
6. Each director and officer shall be indemnified by the
Corporation against expenses reasonably incurred by him (including but not
limited to, counsel fees and settlements out of court in amounts approved by the
Board of Directors, but not including any case where in the opinion of counsel
for the Corporation the directors and officers affected are liable) in
connection with any action, suit or proceeding to which he may be a party by
reason of his being or having been a director or officer of the Corporation
(whether or not he continues to be a director or officer at the time of
incurring such expense), except in relation to matters as to which he shall be
adjudged in such action, suit or proceeding to be liable or to have been
derelict in the performance of his duty as such director or officer. The
foregoing right of indemnification shall not be exclusive of other rights to
which any director or officer may be entitled as a matter of law.
23
Corporate Form No. ( Mar. 1950) -- Page Two
2. Effect of the Amended Articles
The Amended Articles shall supersede and take the place of the
heretofore existing Articles of Incorporation of the Corporation.
SUBDIVISION B
MANNER OF ADOPTION AND VOTE
1. Action by Directors
The Board of Directors of the Corporation, at a meeting thereof, duly
called, constituted and held on September 14, 1953, at which a quorum of such
Board of Directors was present, duly adopted a resolution proposing to the
Shareholders of the Corporation entitled to vote in respect of the Amended
Articles that the provisions and terms of its entire Articles of Incorporation
be amended so as to read as set forth in the Amended Articles, and that the
Amended Articles should supersede and take the place of its heretofore existing
Articles of Incorporation; and called a meeting of such Shareholders, to be
held September 14, 1953, to adopt or reject the Amended Articles. All of such
Shareholders waived notice of meeting and consented that it be held on such
date.
2. Action by Shareholders
The Shareholders of the Corporation entitled to vote in respect of the
Amended Articles, at a meeting thereof, duly called, constituted and held on
September 14, 1953, pursuant to waiver of notice and consent signed by all of
the Shareholders, at which meeting all of the Shareholders entitled to vote were
present in person or by proxy, adopted the Amended Articles by the affirmative
votes of 10 shares.
The number of shares entitled to vote in respect of the Amended
Articles, the number of shares voted in favor of the adoption of the Amended
Articles, and the number of shares voted against such adoption are as follows:
10 shares were entitled to vote in respect of the Amended Articles;
10 shares voted in favor of the adoption of the Amended Articles, and
no shares voted against such adoption.
3. Compliance with Legal Requirements
The manner of the adoption of the Amended Articles, and the vote by
which they were adopted, constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
SUBDIVISION C
STATEMENT OF CHANGES MADE WITH RESPECT TO THE
SHARES HERETOFORE AUTHORIZED
24
Page Two-A
The Amendments increase the shares heretofore authorized from 1,000
shares of common stock without par value, by the addition of 30,000 shares of
preferred stock with the par value of $100 a share.
25
Corporate Form No.( Mar. 1950)--Page Three
IN WITNESS WHEREOF, the undersigned officers execute these Amended
Articles of Incorporation of the Corporation and certify to the truth of the
facts herein stated, this 14th day of September, 1953.
/s/ J. W. Morgan
---------------------
(Written Signature)
J. W. Morgan
---------------------
(Printed Signature)
President of
Yankeetown Dock Corporation
---------------------------
(Name of Corporation)
/s/ H. E. Lohmann
--------------------
(Written Signature)
H. E. Lohmann
-------------------
(Printed Signature)
Secretary of
Yankeetown Dock Corporation
---------------------------
(Name of Corporation)
STATE OF INDIANA}
COUNTY OF Marion} SS:
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that_______________ J. W. Morgan, the_______ President, of H. E. Lohmann, the
Asst. Secretary of Yankeetown Dock Corporation, the officers executing the
foregoing Amended Articles of Incorporation, personally appeared before me;
acknowledged the execution thereof; and swore to the truth of the facts therein
stated.
WITNESS my hand and Notarial Seal this 14th day of September, 1953.
/s/ Louise Peavey
-------------------
(Written Signature)
Louise Peavey
-------------------
(Printed Signature)
Notary Public
My commission expires June 29, 1957.
__________________________________
26
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
YANKEETOWN DOCK CORPORATION
I, LARRY A. CONRAD, Secretary of the State of Indiana, hereby certify
that Articles of Amendment for the above Corporation have been filed in the form
prescribed by my office, prepared and signed in duplicate in accordance with "An
Act concerning domestic and foreign corporations for profit, providing penalties
for the violation hereof, and repealing all laws or parts of laws in conflict
herewith," approved March 16, 1929, and Acts supplemental thereto.
THE AMENDMENT:
THE EXACT TEXT OF ARTICLE VI IS AMENDED.
NOW, THEREFORE, upon due examination, I find that the Articles of
Amendment conform to law, and have endorsed my approval upon the duplicate
copies of such Articles; that all fees have been paid as required by law; that
one copy of such Articles has been filed in my office; and that the remaining
copy of such Articles bearing the endorsement of my approval and filing has been
returned by me to the Corporation.
In Witness Whereof, I have hereunto set my
hand and affixed the seal of the State of
Indiana, at the City of Indianapolis, this
27th day of June, 1975.
[SEAL]
____________________________________________
LARRY A. CONRAD, Secretary of State
By _________________________________________
Deputy
Corporate Form No. 102 (Jan. 1971)--Page One
ARTICLES OF AMENDMENT (Amending Individual Articles
Only)
Prescribed by Larry A. Conrad, Secretary of State of
Indiana
Use Size 8 1/2 x 11 White Paper for Inserts
Filing Requirements -- Present 2 Executed Copies to
Secretary of State, Room 155, State House
Indianapolis 46204
Recording Requirements--Not required. However, if the
name of the Corporation is changed by these
Articles, a certified Certificates of Amendment
must be filed with the County Recorder of every
County where the Corporation owns real property in
Indiana.
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
YANKEETOWN DOCK CORPORATION
The undersigned officers of Yankeetown Dock Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of the
Indiana General Corporation Act, as amended (hereinafter referred to as the
"Act"), desiring to give notice of corporate action effectuating amendment of
certain provisions of its Articles of Incorporation, certify the following
facts:
ARTICLE I
TEXT OF THE AMENDMENT
The exact text of Article(s) VI of the Articles of Incorporation of the
Corporation, as amended (hereinafter referred to as the "Amendments"), now is as
follows:
See four pages attached, numbered
One-C
One-D
One-E
One-F
Page One-C
ARTICLE VI
Terms of Capital Stock
The total number of shares of authorized capital stock of the
Corporation is divided into two classes, as follows:
30,000 shares are preferred stock with a par value
of $100 a share, and
1,000 shares are common stock without par value.
The relative rights, preferences, limitations and restrictions of each
class of stock are as follows:
The holders of shares of the preferred stock shall be entitled to
receive, in each fiscal year, out of the "net earnings available for dividends"
(as hereinafter defined) of the Corporation during the preceding fiscal year,
when and as declared by the Board of Directors and before any dividend or other
distribution shall be made to the holders of shares of the common stock, an
annual dividend determined and computed as follows:
The term "fiscal year" means the period commencing on the first day of
January and terminating on the thirty-first day of December in each year.
The term "net earnings available for dividends" means the gross income
of the Corporation after deducting all expenses of operations (including
depreciation), as determined by accepted principles of accounting, less such
sums, if any, as the Board of Directors by the unanimous vote of all Directors
then in office, shall determine, in their discretion, that it is advisable for
the Corporation to retain and set apart in order to provide for working capital,
or to meet contingencies, or to equalize dividends, or for such other purposes
as the Directors shall deem to be conducive to the best interests of the
Corporation.
Within ninety days after the close of each fiscal year, the Directors
shall determine the "net earnings available for dividends", as above defined,
for the preceding fiscal year and shall declare the dividend payable therefrom
to the holders of shares of the preferred stock. The said
Page One-D
dividend shall be declared at the rate of Six Dollars ($6.00) a share and no
more, if such net earnings for such fiscal year are sufficient to pay a dividend
at such rate (sometimes hereinafter referred to as the "fixed rate"); or if such
net earnings are not sufficient in any year to pay the dividend at the said
fixed rate, then the dividend shall be declared at such rate as shall be equal
to the "net earnings available for dividends" for such fiscal year, and shall be
payable pro rata on all of the shares of preferred stock then outstanding.
The said dividend, at the fixed rate or at a lesser rate as aforesaid,
shall be payable to holders of the preferred stock of record as of the close of
the said fiscal year, and shall be payable upon the date fixed by the Board of
Directors, which date shall be not later than one hundred and twenty (120) days
after the close of said fiscal year; provided, however, that the dividend
payable upon shares of the preferred stock, as aforesaid, shall not be
cumulative, so that if in any fiscal year less than the fixed rate shall have
been paid (or if no such dividend shall have been paid), the holders of the
preferred stock shall not be entitled to demand or receive in any future fiscal
year, or from the net earnings in any fiscal year, any further dividend or
payment representing the difference between the fixed rate and the amount
actually paid as a dividend in any fiscal year.
If any shares of the preferred stock are issued within any fiscal year,
then the first dividend payable upon such shares shall be such proportion of the
annual dividend, determined and computed as aforesaid, as the full number of
months since the date of issuance of such shares shall bear to the number of
months in the said fiscal year.
In case of liquidation or dissolution of the Corporation, either
voluntary or involuntary, or otherwise upon any distribution of the capital
assets of the Corporation, the holders of shares of the preferred stock shall be
entitled to receive One Hundred ($100) Dollars a share, and no more, before any
distribution or payment shall be made upon or to the holders of, shares of the
common stock; and after such payment to the holders of shares of the preferred
stock, they shall be entitled to no further share in the assets of the
Corporation, but any balance of such assets shall be distributed exclusively
among the holders of shares of the common stock.
Page One-E
The holders of shares of the preferred stock shall have no voting
power, either for the election of directors or upon any proposal that may be
submitted to the vote of shareholders, except as otherwise specifically provided
for in The Indiana General Corporation Act, the exclusive voting power, except
as aforesaid, being vested exclusively in the holders of shares of the common
stock.
The Corporation reserves and shall have the right at any time and from
time to time, to redeem, and call for redemption, all or any part of the shares
of preferred stock then outstanding, upon payment to the holders of the shares
of preferred stock called for redemption of the sum of One Hundred ($100)
Dollars a share (hereinafter referred to as the "redemption price"), upon giving
to the holders of the shares of the preferred stock so called for redemption,
written notice, (mailed to such holders of shares of preferred stock, addressed
to them at their addresses as they shall appear upon the stock register of the
Corporation) of its intention to redeem the shares designated in such notice, at
the time and place therein designated; and advising the holders of the said
shares of the preferred stock to present the certificate therefor, duly
endorsed, and surrender the same to the Corporation, at the time and place so
designated, as against payment of the redemption price.
If less than all of the shares of the preferred stock shall be called
for redemption at any time, such shares of preferred stock shall be called and
redeemed pro rata among all of the holders of shares of the preferred stock.
The said redemption price of One Hundred ($100) Dollars a share shall
be paid upon presentation of and surrender to the Corporation of the
certificates representing the shares of the preferred stock so called for
redemption, properly endorsed. Shares of preferred stock which have been
redeemed shall not be re-issued.
If any shares of the preferred stock which have been called for
redemption are not so presented and surrendered at the time and place fixed in
said notice, the holders thereof shall not be entitled to receive any dividends
thereafter declared upon, or payable to the holders of, shares of the preferred
stock, nor shall they have any further rights as holders of the said shares of
the preferred stock, except the right to receive the said redemption price of
One Hundred ($100) Dollars a share, without interest, upon presentation of and
cancellation of the certificates for the shares called
Page One-F
for redemption as aforesaid.
The Corporation undertakes that so long as any shares of the preferred
stock are outstanding it will apply in each fiscal year toward the redemption of
shares of the preferred stock, at the said redemption price of One Hundred
($100) Dollars a share, the amount determined by the Board of Directors, in the
manner hereinafter set forth, to be available for the purposes of redemption of
shares of the preferred stock:
Within ninety days after the close of each fiscal year the Board will
determine the amount of the "net working capital" of the Corporation, meaning
thereby the current assets of the Corporation less all liabilities of every kind
and nature.
If at any time the net working capital of the Corporation, determined
and computed as aforesaid as at the close of the fiscal year shall exceed the
sum of Two Hundred and Fifty Thousand ($250,000) Dollars then (except as
hereinafter provided) the excess over the said sum of $250,000 shall be applied
by the Corporation, within one hundred and twenty days after the close of the
said fiscal year, toward the redemption of the number of shares of the preferred
stock which the amount of such excess will suffice to redeem, at the redemption
price of One Hundred ($100) Dollars a share; and thereupon the Corporation shall
proceed to call for redemption and redeem such number of shares of the preferred
stock, pro rata among all of the holders of shares of the preferred stock, in
the manner hereinabove set forth, by giving notice of redemption to the holders
of the shares of preferred stock so called for redemption, and by making payment
of the redemption price upon presentation of and surrender to the Corporation of
the certificates representing the shares of the preferred stock so called for
redemption, properly endorsed; provided, however, that the Corporation reserves
the right at any time to retain and set apart, from the funds which would
otherwise be deemed to be available for the redemption of the preferred stock as
aforesaid, and to reduce the amount otherwise available for such redemption by
such sum or sums as the Board of Directors, by the unanimous vote of all
directors then in office, shall determine in their discretion to be advisable to
meet contingencies, to provide for capital expenditures, or for such other
purposes as the directors shall deem to be conducive to the best interests of
the Corporation.
Corporate Form No. 102 (Jan. 1971)--Page Two
Prescribed by Larry A. Conrad, Secretary of
State of Indiana
ARTICLE II
MANNER OF ADOPTION AND VOTE
Section 1. Action by Directors (select appropriate paragraph).
(a) The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on______________________, 19 __________, at
which a quorum of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in respect the
Amendments that the provisions and terms of Article __________ of its Articles
of Incorporation be amended so as to read as set forth in the Amendments; and
called a meeting of such shareholders, to be held ___________________ , 19 ___ ,
to adopt or reject the Amendments, unless the same were so approved prior to
such date by unanimous written consent.
(b) By written consent executed on June 6, 1975, signed by all of the
members of the Board of Directors of the Corporation, a resolution was adopted
proposing to the Shareholders of the Corporation entitled to vote in respect of
the Amendments, that the provisions and terms of Articles of its Articles of
Incorporation be amended so as to read as set forth in the Amendments.
Section 2. Action by Shareholders (select appropriate paragraph).
(a) The Shareholders of the Corporation entitled to vote in respect of
the Amendments, at a meeting thereof, duly called, constituted and held on
_________________ , 19 __________ , at which ___________________________________
________________________________________________________________________________
________________________________________________________________________________
were present in person or by proxy, adopted the Amendments.
The holders of the following classes of shares were entitled to vote as
a class in respect of the Amendments:
(1)
(2)
(3)
Corporate Form No. 102 (Jan. 1971)--Page Three
Prescribed by Larry A. Conrad, Secretary of State
of Indiana
The number of shares entitled to vote in respect of the Amendments, the
number of shares voted in favor of the adoption of the Amendments, and the
number of shares voted against such adoption are as follows:
Shares Entitled to Vote as a Class
Total (as listed immediately above)
----- ----------------------------
(1) (2) (3)
Shares entitled to vote: __________ __________ __________ __________
Shares voted in favor: __________ __________ __________ __________
Shares voted against: __________ __________ __________ __________
(b) By written consent executed on June 6, 1975, signed by the holders
of 1,000 shares of the Corporation, being all of the shares of the Corporation
entitled to vote in respect of the Amendments, the Shareholders adopted the
Amendments.
Section 3. Compliance with Legal Requirements.
The manner of the adoption of the Amendments, and the vote by which
they were adopted, constitute full legal compliance with the provisions of the
Act, the Articles of Incorporation, and the By-Laws of the Corporation.
ARTICLE III
STATEMENT OF CHANGES MADE WITH RESPECT TO ANY INCREASE
IN THE NUMBER OF SHARES HERETOFORE AUTHORIZED
Aggregate Number of Shares
Previously Authorized ___________
Increase ___________
Aggregate Number of Shares
To Be Authorized After Effect of This Amendment ___________
(NO CHANGES MADE)
Corporate Form No. 102 (Jan. 1971--Page Four
Prescribed by Larry A. Conrad, Secretary of
State of Indiana
IN WITNESS WHEREOF, the undersigned officers execute these Articles of
Amendment of the Articles of Incorporation of the Corporation, and certify to
the truth of the facts herein stated, this 6th day of June, 1975.
/s/ W. Hollie Hopper /s/ Richard A. Kalaher
- ------------------------------- -------------------------------
(Written Signature) (Written Signature)
W. Hollie Hopper Richard A. Kalaher
- ------------------------------- -------------------------------
(Printed Signature) (Printed Signature)
President of Secretary of
Yankeetown Dock Corporation Yankeetown Dock Corporation
- ------------------------------- -------------------------------
(Name of Corporation) (Name of Corporation)
STATE OF INDIANA }
SS:
COUNTY OF Marion }
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify that
W. Hollie Hopper, the _____________________ President, and , Richard A. Kalaher,
the _____________________ Secretary of Yankeetown dock Corporation, the officers
executing the foregoing Articles of Amendment of the Articles of Incorporation,
personally appeared before me, acknowledged the execution thereof, and swore to
the truth of the facts therein stated.
Witness my hand and Notarial Seal this 13th day of June , 1975
/s/ Carolyn Mikesell
---------------------------
(Written Signature)
Carolyn Mikesell
---------------------------
(Printed Signature)
My Commission Expires: Notary Public
May 3, 1978
This instrument was prepared by A. Lucius Hubbard, Attorney at Law,
(Name)
105 South Meridian Street, Indianapolis, Indiana 46225
- --------------------------------------------------------------------------------
(Number and Street or Building) (City) (State) (Zip Code)
[SEAL OF THE STATE OF INDIANA]
In Witness Whereof, I have hereunto set my hand and affixed the seal of
the state of Indiana, at the City of Indianapolis, this Eighteenth Day
of March, 2003
/s/ Todd Rokita
-------------------------------
TODD ROKITA, Secretary of State
Page 2 of 2