.
.
.
Exhibit 3.11
File
in
Duplicate
(Do not write in this space)
Date Paid 1-27-82
Initial License Fee $ .50
Franchise Tax $ 37.50
Filing Fee $ 75.00
-------
113.00
Clerk
FORM BCA-47
ARTICLES OF INCORPORATION
TO: ALAN J. DIXON, Secretary of State
The name and address of the incorporators are as follows:
Name Number Street City State Zip Code
- --------------------------------------------------------------------------------------------------
Sixth Floor
Robert C. Wilson Harrisburg National Harrisburg IL 62946
Bank Bldg.
__________________________________________________________________________________________________
__________________________________________________________________________________________________
The above named incorporators, being one or more natural persons of the age of
twenty one years or more or a corporation, and having subscribed to the shares
of the corporation to be organized pursuant hereto, for the purpose of forming a
corporation under "The Business Corporation Act" of the State of Illinois, do
hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: ARCLAR COMPANY
ARTICLE TWO
The name and address of the initial registered agent and registered office are:
Registered agent Robert C. Wilson
Registered office Sixth Floor, Harrisburg National Bank Bldg.
City, Zip code, Country Harrisburg, Illinois 62946 Saline
ARTICLE THREE
The duration of the corporation is [X] perpetual OR ________ years
ARTICLE FOUR
The purposes for which the corporation is organized are:
Buy, sell, lease and develop real estate. Engage in mining, exploration,
drilling and development of mineral deposits. Buy, sell, lease and construct
machinery and equipment for mining.
ARTICLE FIVE
Paragraph 1: The class, number of shares, the par value, if any, of each class
which the corporation is authorized to issue, the number the corporation
proposes to issue without further report to the Secretary of State, and the
consideration (expressed in dollars) to be received by the corporation therefor,
are:
Par or Number of shares Number of shares Total consideration
Class Sales no par authorized to be issued to be received therefor
- ---------------------------------------------------------------------------------------------------------
Common N/A No Par 1,000 100 $ 1,000.00
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
=========================================================================================================
Total $ 1,000.00
-----------------
Paragraph 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
N/A
ARTICLE SIX
The corporation will not commence business until at least one thousand dollars
has been received as consideration for the issuance of shares.
ARTICLE SEVEN
The number of directors to be elected at the first meeting of the shareholders
is 5.
ARTICLE EIGHT
Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $ ___________
Paragraph 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $____________
Paragraph 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $ ___________
Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $____________
NOTE: If all the property of the corporation is to be located in this State
and all of its business is to be transacted at or from places of business in
this State, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire stated capital and paid-in-surplus, then the information
Called for in Article Eight need not be stated. The basis of computation of
franchise taxes payable by domestic corporations is set forth in Section 132 of
the Business Corporation Act.
Signatures of incorporators
/s/ Robert C. Wilson
- --------------------------
Robert C. Wilson
__________________________
__________________________
__________________________
NOTE: If a corporation acts as incorporator the name of the corporation and the
state of incorporation shall be shown and the execution must be by its President
or Vice-President and verified by him, and the corporate seal shall be affixed
and attested by its Secretary or an Assistant Secretary.
As an incorporator, I declare that this document has been examined by me and is,
to the best of my knowledge and belief, true, correct and complete.
RETURN TO
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone (217) 782-7880
FORM BCA-47
ARTICLES OF INCORPORATION
The following fees are required to be paid at the time of issuing Certificate of
Incorporation: Filing fee $75.00. Initial license fee of 50cents per
$100.00 or 1/20th of 1% of the amount of stated capital and paid in surplus the
corporation proposes to issue without further report (Article Five): Initial
Franchise tax of 1/10th of 1% of the issued, as above noted. However, the
minimum initial franchise tax is $25.00 and varies monthly on $25,000, or less,
as follows: January, $37.50; February, $35,42; March, $33.33; April, $31.25:
May, $29.17; June, $27.08; July, $25.00; August $22.92; September, $20.83;
October, $18.75; November, $16.67; December, $14.58; (See Sec. 133 BCA).
In excess of $25,000, the franchise tax per $1,000,00 is as follows: Jan.,
$1.50; Feb., $1.4167; March. $1.3334; April. $1.25; May, $1.6667; June. $1.0834;
July. $1.00; Aug. $.9167; Sept., $.8334; Oct., $.75; Nov., $.6667; Dec., $.5834.
All Shares issued in excess of the amount mentioned in article Five of the
application must be reported within 60 days form date of issuance thereof, and
franchise tax and license fee paid therein; otherwise, the corporation is
subject to a penalty of 1% for each month on the amount until reported and
subject to a fine of not to exceed $500.00.
The same fees are required for a subsequent issue of shares except the filing
fee is $5.00 instead of $75.00.
FILE NUMBER 5263-245-5
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[STATE OF ILLINOIS LOGO]
WHEREAS, ARTICLES OF MERGER OF
ARCLAR COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore I, Jim Edgar, Secretary of State of the State of Illinois, by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach hereto a copy of the Application of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the great
seal of the state of illinois, at the city of springfield, this 28th day of
December AD 1989 and of the Independence of the United States the two hundred
And 14th
Jim Edgar
-------------------------
SECRETARY OF STATE
[SEAL OF ILLINOIS]
BCA-11.25/11.30 (Rev. Jul.1984)
Submit In Duplicate
Remit Payment In Check Or Money Order, Payable To "Secretary Of State".
DO NOT SEND CASH!
Filing Fee is $100, But if merger or consolidation of more than 2 corporations
$50 for each additional corporation.
FILE # 5263-245-5
This Space for Use
By Secretary Of State
DATE 12-28-89
FILING FEE $150.00
CLERK
JIM EDGAR
SECRETARY OF STATE
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation(s) hereby adopt(s) the following Articles of Merger,
Consolidation or Exchange. (Strike inapplicable words)
1. The names of the corporations proposing to merge, and the State or Country
of their incorporation, are:
Name of Corporation State or Country of Incorporation
Arclar Company Illinois
Willard G. Corp. Illinois 5424-607-2
Tek-Bar Industries. Inc. Illinois 5259-222-4
2. The laws of the State or Country under which each corporation is
incorporated permit such merger, consolidation or exchange.
3. The name of the surviving corporation is Arclar Company and it shall be
governed by the laws of Illinois
4. The plan of merger is as follows:
If not sufficient space to serve this point, add one or more
sheets to this also.
5. The plan of merger was approved, (a) as to each corporation not
organized in Illinois in compliance with the laws of the state under
which it is organized, and (b) as to each Illinois corporation,
as follows:
(The following items are not applicable to mergers under Section 11.30 - 90%
owned subsidiary provisions. See Article 7.)
(Only "X" one box for each corporation)
By the shareholders, a
resolution of the board of
directors having been duly By written consent of the
adopted and submitted to a vote shareholders having not less
at a meeting of shareholders. than the minimum number of
Not less than the minimum votes required by statute and By written consent of ALL the
number of votes required by by the articles of shareholders entitled to vote
statute and by the articles of Incorporation. Shareholders on the action, in accordance
Incorporation voted in favor of who have not connected in with Section 7.10 & Section
the action taken. writing have been given notice 11.20
in accordance with Section
Name of Corporation (Section 11.20) 7.10. (Section 11.20)
Arclar Company [ ] [ ] [x]
Willard G. Corp. [ ] [ ] [x]
Tek-Bar Industries [ ] [ ] [x]
_______________________ [ ] [ ] [ ]
_______________________ [ ] [ ] [ ]
6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation)
It is agreed that, upon and after the issuance of a certificate or merger,
consolidation or exchange by the Secretary of State of the State of
Illinois:
a. The surviving, new or acquiring corporation may be served with process
in the State of Illinois in any proceeding for the enforcement of any
obligation of any corporation organized under the laws of the State of
Illinois which is a party to the merger, consolidation or exchange and
in any proceeding for the enforcement of the rights of a dissenting
shareholder of any such corporation organized under the laws of the
State of Illinois against the surviving, new or acquiring corporation.
b. The Secretary of State of the State of Illinois shall be and hereby is
irrevocably appointed as the agent of the surviving, new or acquiring
corporation to accept service of process in any such proceedings, and
c. The surviving, new, or acquiring corporation will promptly pay to the
dissenting shareholders of any corporation organized under the laws of
the State of Illinois which is a party to the merger, consolidation or
exchange the amount, if any, to which they shall be entitled under the
provisions of "The Business Corporation Act of 1953" of the State of
Illinois with respect to the rights of dissenting shareholders.
7. (Complete this item if reporting a merger under Section 11.30 -- 90% owned
subsidiary provisions.)
a. The number of outstanding shares of each class of each merging
subsidiary corporation and the number of such shares of each class
owned immediately prior to the adoption of the plan of merger by the
parent corporation are:
Total Number of Shares Number of shares of Each Class
Outstanding Owned Immediately Prior to
Name of Corporation of Each Class Merger by the Parent Corporation
___________________ ______________________ ________________________________
___________________ ______________________ ________________________________
___________________ ______________________ ________________________________
___________________ ______________________ ________________________________
___________________ ______________________ ________________________________
b. The date of mailing a copy of the plan of merger and notice of the
right to dissent to the shareholders of each merging subsidiary
corporation was __________________, 19________________.
Was written consent for the merger or written waiver of the 30 day
period by the holders of all the outstanding shares of all subsidiary
corporations received? [ ] Yes [ ] No
(If the answer is "No", the duplicate copies of the Articles of Merger
may not be delivered to the Secretary of State until after 30 days
following the mailing of a copy of the plan of merger and of the
notice of the right to dissent to the shareholders of each merging
subsidiary corporation.)
The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated December 27, 1989 Arclar Company
------------------------------
(Exact Name Of Corporation)
attested by /s/ Elizabeth J. Franks by /s/ Willard G. Franks,
------------------------------ ------------------------------
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
Elizabeth J. Franks, Secretary Willard G. Franks, President
------------------------------ ------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
Dated December 27, 1989 Willard G. Corp
------------------------------
(Exact Name of corporation)
attested by /s/ Elizabeth J. Franks by /s/ Willard G. Franks,
------------------------------ ------------------------------
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
Elizabeth J. Franks, Secretary Williard G. Franks, President
------------------------------ ------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
Dated December 27, 1989 Tek-Bar Industries, Inc.
------------------------------
(Exact Name of the Corporation)
attested by /s/ George J. Pearson by /s/ Thomas W. Franks,
------------------------------ -----------------------------
(Signature of Secretary or Assistant Secretary) (Signature of President or Vice President)
George J. Pearson, Secretary Thomas W. Franks, President
------------------------------ -----------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
PLAN AND AGREEMENT OF MERGER
This Plan and Agreement of Merger dated December 27, 1989,
between Willard G. Corp., a corporation duly organized and existing under laws
of State of Illinois, Tek-Bar Industries, Inc, a corporation duly organized and
existing under the laws of the State of Illinois, and Arclar Company
(hereinafter sometimes referred to as the "surviving corporation"), a
corporation duly organized and existing under laws of the State of Illinois,
both hereinafter sometimes called "constituent companies" or "constituent
corporations",
W I T N E S S E T H:
WHEREAS, the authorized capital stock of Willard G. Corp.
consists of 1,000 shares of common stock, without par value, of which 100 shares
are now issued and outstanding and owned by Willard G. Franks and Elizabeth J.
Franks as tenants in common; and
WHEREAS, the authorized capital stock of Tek - Bar Industries,
Inc. consists of 1,000 shares of common stock, without par value, of which 100
shares are now issued and outstanding and owned by:
Thomas W. Franks 40
Kimberly Franks Matthews 40
Danny W. Bailey 10
George J. Pearson 5
Robert C. Wilson 5
WHEREAS, the authorized capital stock of Arclar Company
consists of 1,000 shares of common stock, without par value, of which 100 shares
are now issued and outstanding and owned by Willard G. Franks and Elizabeth J.
Franks as joint tenants with rights of survivorship; and
WHEREAS, the board of directors of each of the constituent
corporations deem it advisable and to the advantage and welfare of such
corporations and their respective stockholders that Willard G. Corp. and Tek-Bar
Industries, Inc. be merged into Arclar Company, pursuant to the terms and
conditions hereinafter set forth, for reasons, not limited to, but including the
following:
1. To permit the merger and simplification of
bookkeeping for the constituent companies;
2. To permit the merger and simplification of accounting
for the constituent companies;
3. To permit the merger and simplification of tax
reporting functions for the constituent companies;
4. To permit the merger and simplification of
maintenance of business records of the constituent companies;
5. To permit the merger and simplification of
administration of the constituent companies; and
6. To permit the simplification and improvement of the
financial statements of the constituent companies, which will aid in favorable
presentation to lenders and creditors.
NOW, THEREFORE, the parties to this agreement, in
consideration of the mutual agreements and provisions herein contained, in
accordance with the applicable provisions of the laws of the State of Illinois
agree that Willard G. Corp. and Tek-Bar Industries, Inc. shall be merged into
Arclar Company, and agree on and prescribe the terms and conditions of such
merger, plan or mode of carrying the same into effect, as follows:
Section I
Willard G. Corp., Tek-Bar Industries, Inc. and Arclar Company
shall be merged into a single corporation by Willard G. Corp. and Tek-Bar
Industries Inc. merging into Arclar Company, which shall be the surviving
corporation.
Section II
The Certificate of Incorporation of Arclar Company is hereby
amended to increase the authorized shares to 100,000 shares.
Section III
The manner of converting capital stock of the constituent
corporations into capital stock of the surviving corporation shall be as
follows:
a. As of the effective date of the merger, the 100
shares of issued and outstanding stock without par value of Willard G. Corp.
owned by Willard G. Franks and Elizabeth J. Franks as tenants in common will be
converted into 74,900 shares of issued and outstanding common stock, without par
value of Arclar Company to be owned by Willard G. Franks and Elizabeth J. Franks
as tenants in common. Upon such conversation the 100 shares of issued and
outstanding stock without par value, of Willard G. Corp. will be cancelled.
b. As of the effective date of the merger, the 100
shares of Issued and outstanding stock, without par value of Tek-Bar Industries,
Inc. owned by the following individuals will be converted into the following
shares of issued and outstanding common stock, without par value of Arclar
Company to be owned by the following
individuals:
Shares of Stock of Shares of Stock of
Name Tek-Bar Industries. Inc. Arclar Company
---- ----------------------- --------------
Thomas W. Franks 40 10,000
Kimberly F. Matthews 40 10,000
Danny W. Bailey 10 2,600
George J. Pearson 5 1,250
Robert C. Wilson 5 1,250
c. As of the effective date of the merger, the 100
shares of issued and outstanding common stock, without par value of Arclar
Company owned by Willard G. Franks and Elizabeth J. Franks will continue to be
issued and outstanding.
Section IV
Other terms and conditions of the merger are as follows:
a. Until amended or repealed, the bylaws of Arclar
Company, as in effect on the effective date of the merger, shall be the bylaws
of the surviving corporation.
b. The board of directors, and the members thereof, and
the officers, of Arclar Company immediately prior to the effective date of
merger shall be and constitute the board of directors, and the members thereof,
and the officers of the surviving corporation.
Section V
Upon the effective date of merger, the separate existence of
Willard G. Corp. shall cease, except to the extent provided by the laws of the
State of Illinois in the case of a corporation after its merger into another
corporation. Upon the efective date of merger, the separate existence of Tek-Bar
Industries, Inc. shall cease, except to the extent provided by the laws of the
State of Illinois in the case of a corporation after its merger into another
corporation.
Arclar Company, the surviving corporation, shall possess all the rights,
privileges, powers and franchises of a public as well as of a private nature,
and be subject to all the restrictions, disabilities and duties of each of such
constituent corporations, and all the rights, privileges, powers and franchises
of each of the constituent corporations, and all property, rights, privileges,
powers and franchises, and every other interest shall be thereafter as
effectually the property of the surviving corporation as they were of the
several constituent corporations, and the title to any real estate vested by
deed or otherwise in any of such constituent corporations shall not revert or be
in any way impaired by reason of this merger, provided that all rights of
creditors and all liens upon any property of any of such constituent
corporations shall be preserved unimpaired, and all debts, liabilities and
duties of each of such constituent corporations, whether evidenced by indentures
or otherwise, shall thenceforth attach to the surviving corporation, and may be
enforced against it to the same extent as if said debts, liabilities and duties
had been incurred or contracted by it.
If at any time the surviving corporation shall consider that
any further assignments or assurances in the law or any things are necessary or
desirable to vest in the surviving corporation, according to the terms hereof,
the title to any property, rights, privileges, or franchises of any of the
constituent corporations, the parties to this agreement, the proper officers,
and the directors of such constituent corporations shall and will execute and
make all such proper assignments and assurances in the law and do all things
necessary or proper to vest in and confirm to the surviving corporation title to
and possession of all such property, rights, privileges and franchises, and
otherwise to carry out the purposes of this agreement.
Without limiting the generality of the foregoing and unless
and until otherwise determined by the board of directors of the surviving
corporation, all pension and retirement plans, salary adjustment and incentive
compensation plans, and all other plans, agreements or arrangements of the
constituent corporations relating to their respective employees in force at the
effective date of the merger, shall be effective in respect of the surviving
corporation in the same manner as if adopted, contracted or made by it, and
shall be applicable to persons who would have been covered thereby in the
absence of this merger.
Section VI
This Plan and Agreement of Merger may be modified or
terminated and the merger hereby provided for abandoned by mutual consent of the
boards of directors of Willard G. Corp., Tek-Bar Industries, Inc., and Arclar
Company at any time prior to the effective date of the Merger.
Section VII
The merger shall take effect on January 1, 1990 or when so
provided by the applicable laws of the State of Illinois. The date is sometimes
herein called the "effective date of the merger."
IN WITNESS WHEREOF, each of constituent corporate parties to
this agreement has caused this agreement to be signed by its board of directors
and its corporate seal to be hereunto affixed, all as of the day and year first
above written.
The shareholders and directors of
Willard G. Corp.
/s/ Willard G. Franks
----------------------------------
Willard G. Franks
/s/ Elizabeth J. Franks
----------------------------------
Elizabeth J. Franks
WILLARD G. CORP.
SEAL
BY: /s/ Willard G. Franks
------------------------------
Willard G. Franks, President
Attest:
/s/ Elizabeth J. Franks
- ----------------------------------
Elizabeth J. Franks, Secretary
The shareholders and directors of
Tek-Bar Industries, Inc.
/s/ Thomas W. Franks
----------------------------------
Thomas W. Franks
/s/ Kimberly F. Matthews
----------------------------------
Kimberly F. Matthews
/s/ Danny W. Balley
----------------------------------
Danny W. Balley
/s/ George J. Pearson
----------------------------------
George J. Pearson
/s/ Robert C. Wilson
----------------------------------
Robert C. Wilson
SEAL TAK-BAR INDUSTRIES, INC.
BY: /s/ Thomas W. Franks
------------------------------
Thomas W. Franks, President
Attest:
/s/ George J. Pearson
- ----------------------------------
George J. Pearson, Secretary
The shareholders and directors of
Arclar Company
/s/ Willard G. Franks
----------------------------------
Willard G. Franks
/s/ Elizabeth J. Franks
----------------------------------
Elizabeth J. Franks
ARCLAR COMPANY
SEAL By: /s/ Willard G. Franks
------------------------------
Willard G. Franks, President
Attest:
/s/ Elizabeth J. Franks
- ----------------------------------
Elizabeth J. Franks, Secretary
The foregoing Plan and Agreement of Merger, having been duly
executed by the directors of Willard G. Corp., Tek-Bar Industries, Inc. and
Arclar Company, respectively, under the corporate seals of the respective
corporations, and the said Plan and Agreement of Merger having been duly
approved or adopted by the Boards of Directors, and duly approved or adopted by
the stockholders of each of said corporations in the manner provided by the laws
of the respective states of incorporation, the Chairman of the Board and the
President and the Secretary of said corporations do now execute this Plan and
Agreement of Merger, under the respective seals of said corportions by the
authority of the directors and stockholders of each, as the act, deed and
agreement of each of said corporations on this 27th day of December, 1989.
Willard G. Corp.
By: /s/ Willard G. Franks
------------------------------
Willard G. Franks, President
SEAL
By: /s/ Elizabeth J. Franks
------------------------------
Elizabeth J. Franks, Secretary
Tek-Bar Industries, Inc.
By: /s/ Thomas W. Franks
------------------------------
Thomas W. Franks, President
SEAL
By: /s/ George J. Pearson
------------------------------
George J. Pearson, Secretary
Arclar Company
By: /s/ Willard G. Franks
------------------------------
Willard G. Franks, President
SEAL
By: /s/ Elizabeth J. Franks
------------------------------
Elizabeth J. Franks, Secretary
State of Illinois)
ss.
County of Saline )
Personally appeared before me, a notary public in and for the
county and state aforesaid, Willard G. Franks, President, and Elizabeth J.
Franks, Secretary of Willard G. Corp., an Illinois Corporation, with whom I an
personally acquainted, and who acknowledged that they executed the foregoing
Plan and Agreement of Merger on behalf of Willard G. Corp., pursuant to
authority duly granted by its Board of Directors.
Witness my hand and official seal, at office In the county
and state aforesaid, this 27th day of December, 1989.
/s/ Patricia Louise Raymen
----------------------------------
Notary Public
My Commission Expires: /s/ Patricia Louise Raymen
----------------------------------
Printed Name of Notary Public
3-15-90
Personally appeared before me, a notary public in and for the
county and state aforesaid, Thomas W. Franks, President, and George J. Pearson,
Secretary of Tek-Bar Industries, Inc., an Illinois Corporation, with whom I am
personally acquainted, and who acknowledged that they executed the foregoing
Plan and Agreement of Merger on behalf of Tek-Bar Industries, Inc., pursuant to
authority duly granted by its Board of Directors.
Witness my hand and official seal, at office in the county and
state aforesaid, this 27th day of December, 1989. ,
/s/ Patricia Louise Raymen
----------------------------------
Notary Public
My Commission Expires: /s/ Patricia Louise Raymen
----------------------------------
Printed Name of Notary Public
3-15-90
State of Illinois)
ss.
County of Saline )
Personally appeared before me, a notary public in and for the
county and state aforesaid, Willard G. Franks, President, and Elizabeth J.
Franks, Secretary of Arclar Company, an Illinois Corporation, with whom I am
personally acquainted, and who acknowledged that they executed the foregoing
Plan and Agreement of
Merger on behalf of Arclar Company, pursuant to authority duly granted by its
Board of Directors.
Witness my hand and official seal, at office in the county and
state aforesaid, this 27th day of December, 1989.
/s/ Patricia Louise Raymen
----------------------------------
Notary Public
My Commission Expires: /s/ Patricia Louise Raymen
----------------------------------
Printed Name of Notary Public
3.15.90
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION OF
ARCLAR COMPANY
INCORPORATED UNDER THE LAWS Of THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, at the City of Springfield, this 17th day of
DECEMBER A.D. 1998 and of the Independence of the United States the two hundred
and 23RD .
[SEAL OF THE STATE OF ILLINOIS]
/s/ George H Ryan
----------------------------------
Secretary of State
- -------------------------------------------------------------------------------------------------------
Form BCA-10.30
(Rev. Jan. 1995) ARTICLES OF AMENDMENT File# 5263-245-5
- -------------------------------------------------------------------------------------------------------
George H. Ryan
Secretary of State This space for use by
Department of Business Services Secretary of State
Springfield, IL 62756 Date 12.17.97
Telephone (217) 782-1832 Franchise Tax $
Filing Fee* $25
Remit payment in check or money Penalty $
----
25
order, payable to "Secretary of
state." Approved: /s/ LEP
"The filing fee for articles of
amendment -$25.00
- -------------------------------------------------------------------------------------------------------
1. CORPORATE NAME: Arclar Company
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of incorporation was adopted on
DECEMBER 8, 1998 in the manner indicated below. ("X" one box only)
[ ] By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have been
elected;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
[X] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Notes 4 & 5)
[ ] By the shareholders, in accordance with Sections 10.20 and
7.10, a resolution of the board of directors having been duly adopted
and submitted to the shareholders. A consent in writing has been signed
by all the shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
Big Ridge, Inc.
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
Text of Amendment
b. (If amendment affects the corporate purpose, the amanded purpose is
required to be set forth in its entirety. If there is not sufficient
space to do so, add one or more sheets of this size.)
Page 2
4. The manner if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares
of that class, provided for or effected by this amendment, is as follows:
(if not applicable, insert "No change")
no change
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces
the terms Stated Capital and Paid-in Surplus and is equal to the total of
these accounts) is as follows: (if not applicable, insert "No Change")
no change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (if not applicable,
insert "No change")
Before Amendment After Amendment
Paid-in Capital $_____________ $_____________
(Complete either item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
Dated December 8, 1998 Arclar Company
------------------------------------------------
(Exact Name of Corporation at date of execution)
attested by /s/ Michael Mitchell by /s/ George J. Pearson
--------------------------- -------------------------
(Signature of Secretary of (Signature of President or
Assistant Secretary) Vice President)
Michael Mitchell, Secretary George J. Pearson, President
-------------------------------- -----------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors
as may be designated by the board, must sign below, and type or print name
and title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated _________________, 1998
_______________________________ _____________________________________
_______________________________ _____________________________________
_______________________________ _____________________________________
_______________________________ _____________________________________
Page 3
STATEMENT OF CHANGE
Form BCA-5.10 OF REGISTERED AGENT
NFP-105.10 AND/OR REGISTERED OFFICE File [ILLEGIBLE] 5263-245-5
- -------------------------------------------------------------------------------------------------------
(Rev. Jan. 1991) SUBMIT IN DUPLICATE
George H. Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services
Springfield, IL 62756 DATE 1/24/94
Telephone (217) 782-6961 Filing Fee $5
Remit payment in check or money
order, payable to "Secretary of State." Approved: /s/ CSM
- -------------------------------------------------------------------------------------------------------
1. CORPORATE NAME: ARCLAR COMPANY
2. STATE OR COUNTRY OF INCORPORATION: ILLINOIS
3. Name and address of the registered agent and registered office as they
appear on the records of the office of the Secretary of State(Before
Change):
Registered Agent Willard G. Franks
------------------------------------------------------
First Name Middle Name Last Name
Registered Office 29 W. Raymond
------------------------------------------------------
Number Street Suite No.(A P.O. Box alone is
not acceptable)
Harrisburg, 62946-2041 Saline
------------------------------------------------------
City Zip Code County
4. Name and address of the registered agent and registered office shall
be(After All Changes Herein Reported):
Registered Agent Robert C. Wilson X
------------------------------------------------------
First Name Middle Name Last Name
Registered Office 105 S. Commercial St., P.O. Box 544 X
-----------------------------------------------------
Number Street Suite No.(A P.O. Box alone
is not acceptable)
Harrisburg, 62946-2041 Saline X 083
------------------------------------------------------
City Zip Code County
5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. [X] By resolution duly adopted by the board of directors. (Note 5)
b. [ ] By action of the registered agent. (Note 6)
NOTE: When the registered agent changes, the signatures of both President and
Secretary are required .
7. (If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated January 10 1994 ARCLAR COMPANY
------------------------------------
(Exact Name of Corporation)
attested by /s/ George J. Pearson by /s/ Thomas W. Franks
---------------------------- -------------------------
(Signature of Secretary or (Signature of President
Assistant Secretary) or Vice President)
George J. Pearson, Secretary Thomas W. Franks, President
------------------------------ ---------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
The Undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated_____________________19_______ ____________________________________________
(Signature of Registered Agent of Record)
NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the
office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected.
(Section 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
seven instances, as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation;
(b) to remove the name and address of the initial registered agent and
registered office, provided a statement pursuant to Section 5.10
is also filed;
(c) to increase, decrease, create or eliminate the par value of the
shares of any class, so long as no class or series of shares is
adversely affected.
(d) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number, so long as no class or
series is adversely affected thereby;
(e) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "Inc.","co.", or "ltd." for a similar word
or abbreviation in the name, or by adding a geographical
attribution to the name;
(f) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05.
(g) to restate the articles of incorporation as currently
amended. (Section 10.15)
NOTE 4: All amendments not adopted under Section 10.10 or Section 10.15 require
(1) that the board of directors adopt a resolution setting forth the
proposed amendment and (2) that the shareholders approve the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(either annual or special) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (but if class voting applies, then
also at least a 2/3 vote within each class is required).
The articles of incorporation may supersede the 2/3 vote requirement by
specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitled to vote and not less than a
majority within each class when class voting applies. (Section 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be given
notice of the proposed amendment at least 5 days before the consent is
signed. If the amendment is adopted, shareholders who have not signed
the consent must be promptly notified of the passage of the amendment.
(Sections 7.10 & 10.20)
Page 4
NOTES
1. The registered office may, but need not be the same as the principal
office of the corporation. However, the registered office and the
office address of the registered agent must be the same.
2. The registered office must include a street or road address, a post
office box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then
the corporation must file with the recorder of deeds of the new county
a certified copy of the articles of incorporation and a certified copy
of the statement of change of registered office. Such certified copies
may be obtained ONLY from the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the
board of directors. This statement must then be signed by the President
(or vice-president) and by the Secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of
the corporation for which he or she is registered agent. When the agent
reports such a change, this statement must be signed by the registered
agent.