Exhibit 3.11
RESTATED CERTIFICATE OF INCORPORATION
OF
ALPHA NR HOLDING, INC.
Alpha NR Holding, Inc., a Delaware corporation, hereby certifies that:
The name of the corporation is Alpha NR Holding, Inc. The corporation was
originally incorporated under the name Alpha Natural Resources, Inc., and the
original Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on April 22, 2002.
The Restated Certificate of Incorporation of the corporation attached
hereto as Exhibit "1", which is incorporated herein by this reference, and which
restates, integrates and further amends the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented, has
been duly adopted by the corporation's board of directors and sole stockholder
in accordance with Sections 242 and 245 of the Delaware General Corporation Law,
with the approval of the corporation's sole stockholder having been given by
written consent without a meeting in accordance with Section 228 of the Delaware
General Corporation Law.
IN WITNESS WHEREOF, said corporation has caused this Restated Certificate of
Incorporation to be signed by its duly authorized officer and the foregoing
facts stated herein are true and correct.
Dated: April 14, 2005
ALPHA NR HOLDING, INC.
By: /s/ Vaughn R. Groves
Name: Vaughn R. Groves
Title: Vice President, Secretary & General Counsel
State of Delaware
Secretary of State
Division of Corporations
Delivered 01:59 PM 04/14/2005
FILED 01:34 PM 04/14/2005
SRV 050303098-3517256 FILE
EXHIBIT "1"
RESTATED CERTIFICATE OF INCORPORATION
OF
ALPHA NR HOLDING, INC.
ARTICLE I
NAME OF CORPORATION
The name of this corporation (the "Corporation") is:
Alpha NR Holding, Inc.
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the Corporation in the State
of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, 19808,
County of New Castle, and the name of its registered agent at that address is
Corporation Service Company.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "Delaware Code").
ARTICLE IV
AUTHORIZED CAPITAL STOCK
A. The Corporation shall have the authority to issue 100 shares of Common
Stock, par value $0.01 per share ("Common Stock").
B. Each common stockholder of record shall have one vote for each share of
Common Stock which is outstanding in his or her name on the books of the
Corporation and which is entitled to vote. In the election of directors, each
stockholder shall be entitled to cast for any one candidate no greater number of
votes than the number of shares held by such stockholder; no stockholder shall
be entitled to cumulate votes on behalf of any candidate.
C. Common stockholders of the Corporation shall not have preemptive
rights.
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ARTICLE V
BOARD POWER REGARDING BYLAWS
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind the bylaws of the Corporation.
ARTICLE VI
ELECTION OF DIRECTORS
Elections of directors need not be by written ballot unless the
bylaws of the Corporation shall so provide.
ARTICLE VII
INDEMNIFICATION; LIMITATION OF DIRECTOR LIABILITY
A. The Corporation shall indemnify its directors, officers, employees and
agents, or persons serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, where such person is made a
party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal or administrative, by reason
of the fact that the person is or was a director, officer, employee or agent of
the Corporation or serving such capacity in another corporation at the request
of the Corporation, in each case to the fullest extent permitted by Section 145
of the Delaware Code as the same exists or may hereafter be amended.
B. To the fullest extent permitted by the Delaware Code as the same exists
or may hereafter be amended, a director of the Corporation shall not be liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
C. If the Delaware Code is amended after the date of the filing of this
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors or permitting indemnification to
a fuller extent, then the liability of a director of the Corporation shall be
eliminated or limited, and indemnification shall be extended, in each case to
the fullest extent permitted by the Delaware Code, as so amended from time to
time. No repeal or modification of this Article VII by the stockholders shall
adversely affect any right or protection of a director of the Corporation
existing by virtue of this Article VII at the time of such repeal or
modification.
ARTICLE VIII
CORPORATE POWER
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.
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