Exhibit 3.39
FILED
JAN 22 2003
IN THE OFFICE OF
JOE MANCHIN III
SECRETARY OF STATE
WEST VIRGINIA
ARTICLES OF ORGANIZATION
OF LIMITED LIABILITY COMPANY
We, acting as organizers according to West Virginia Code Section 31B-2-202,
adopt the following Articles of Organization for a West Virginia Limited
Liability Company:
1. The name of the West Virginia limited liability company shall be:
Henpro, LLC
2. The company will be an LLC.
3. The physical address in West Virginia of the initial designated office of the
company will be:
Route 10
Herndon, WV 24726
4. The mailing address of the principal office will be:
P.O. Box 399
Bud, WV 24726
5. The name and the street address of the person to whom notice of process may
be sent is:
Corporation Service Company
1600 Laidley Tower
Charleston, WV 25301
6. The name and address of each organizer and of each member with signature
authority:
Karin M. Writer
1899 Wynkoop, 8th Floor
Denver, CO 80202
7. The company will be an at-will company, for an indefinite period.
8. The company will be manager-managed, and the name and address of each initial
manager is listed below.
Harold C. Collins
P.O. Box 399
Bud, WV 24726
9. All or specified members of a limited liability company are liable in their
capacity as members for all or specified debts, obligations or liabilities of
the company.
NO - All debts, obligations and liabilities are those of the company.
10. The purposes for which this limited liability company is formed are as
follows:
Natural Resources
11. Other provisions which may be set forth in the operating agreement or
matters not inconsistent with law:
N/A
12. The number of pages attached and included in these Articles is 2.
13. The requested effective date is the date and time of filing.
14. ACKNOWLEDGMENT: I, the undersigned, for the purpose of forming a limited
liability company under the laws of the State of West Virginia, do make and file
this "Articles of Organization" in the name of and on behalf of the company.
/s/ Karin M. Writer
Organizer
(Signer must acknowledge the signature before a notary, and notary must apply
seal for document to be recorded.)
STATE OF COLORADO, COUNTY OF DENVER;
I, Dion R. Elliott, a Notary Public, hereby certify that Karin M. Writer, whose
name is signed to the foregoing Articles of Organization, this day personally
appeared before me and acknowledged his/her signature.
My commission expires 3/13/04 /s/ Dion R. Elliott, Notary Public
Articles prepared by Karin M. Writer, (address) 1899 Wynkoop, Denver, CO 80202
FILED
MAR 03 2003
IN THE OFFICE OF
JOE MANCHIN III
SECRETARY OF STATE
ARTICLES OF AMENDMENT
(Pursuant to Section 31B-2-204 of the Uniform Limited Liability Company Act
of the State of West Virginia)
FIRST: The name of the limited liability company (the "company") is
Henpro, LLC.
SECOND: The Articles of Organization of the company were filed in
the Office of the Secretary of State of West Virginia on January 22, 2003.
THIRD: Article 1 of the Articles of Organization of the company is
amended to read as follows:
"The name of the West Virginia limited liability company shall be Herndon
Processing Company, LLC."
Signed on Feb. 5th, 2003.
Henpro, LLC
By /s/ Harold C. Collins
Harold C. Collins, President & Manager
STATE OF WEST VIRGINIA )
) SS.:
COUNTY OF WYOMING )
Subscribed and sworn to before me, a Notary Public, on Feb. 5th, 2003.
/s/ Debra H. Kelly
Notary Public
FILED
IN THE OFFICE OF
SECRETARY OF STATE
WEST VIRGINIA
APR - 5 2004
STATEMENT OF CHANGE OF REGISTERED OFFICE
BY THE REGISTERED AGENT
The undersigned registered agent submits the following statement for the purpose
of changing the registered office address for the entity named below in the
state of West Virginia.
1. Name of entity
HERNDON PROCESSING COMPANY, LLC
2. Street address of its current registered office
1600 Laidley Tower
Charleston, WV 23501
3. Street address to which the registered office is to be changed
209 West Washington Street
Charleston, WV 25302
4. Name of current registered agent
Corporation Service Company
5. The mailing address of its registered office and the business office of
its registered agent, as changed, will be identical.
6. The above named entity has been notified of the change.
Date: March 29, 2004
CORPORATION SERVICE COMPANY
/s/ John H. Pelletier
John H. Pelletier
Assistant Vice President