Exhibit 3.61
FILED
APRIL 19, 1988
IN THE OFFICE OF
SECRETARY OF STATE
WEST VIRGINIA
WEST VIRGINIA
ARTICLES OF INCORPORATION
of
SHARVEST MANAGEMENT COMPANY
The undersigned, acting as incorporator(s) of a corporation under Chapter 31,
Article I, Section 27 of the West Virginia Code, adopt(s) the following Articles
of Incorporation for such corporation:
1. The undersigned agree to become a West Virginia corporation by the
name of Sharvest Management Company.
2. The address at the physical location of the principal office of the
corporation will be Star Route Box 20 street, in the city, town or
village of Danville, county of Boone, State of West Virginia, 25053.
3. This corporation is organized as:
Stock, for profit corporation, and the aggregate value of authorized
capital stock of said profit corporation will be $0.00, which shall
be divided into 3000 shares without par value dollars each.
4. The period of duration of the corporation, which may be perpetual,
is perpetual.
5. The purpose(s) for which this corporation is formed is to provide
contract management and labor to the business community and various
other services as requested.
6. The provisions for the regulation of the internal affairs of the
corporation, which the incorporators elect to set forth in the
articles of incorporation, are as follows:
The Stockholder shall schedule an annual meeting to elect officers,
which shall have the authority to make any decisions necessary to
maximize the shareholder wealth without personal liability.
7. The provisions granting, limiting or denying preemptive rights to
shareholders, if any, are as follows: No provisions are granted
which would limit or deny preemptive rights to shareholders.
8. The full name and address of the incorporator(s), including street
and street numbers, if any, and the city, town or village, including
the zip code, and the number of shares subscribed for by each are as
follows:
Allen T. Workman
P.O. Box 332
Stollings, WV 25646
23.69 SHARES
Carl McCallister
P.O. Box 41
Griffithsville, WV 25521
6.67 SHARES
Jeffery A. Hoops
Star Route Box 20
Danville, WV 25053
25.13 SHARES
9. Then number of directors constituting the initial board of directors
of the corporation is 3, and the names and addresses of the persons
who are to serve as directors until the first annual meeting of
shareholders/members, or until their successors are elected and
shall qualify are as follows:
Allen T. Workman
P.O. Box 332
Stollings, WV 25646
Carl McCallister
P.O. Box 41
Griffithsville, WV 25521
Jeffery A. Hoops
Star Route Box 20
Danville, WV 25053
10. The name and address of the appointed person to whom notice of
process may be sent is:
Jeffrey A. Hoops
Star Rt Box 20
Danville, WV 25053
ACKNOWLEDGEMENT:
We, the undersigned, for the purpose of forming a corporation under the laws of
the State of West Virginia do herby make and file this "Articles of
Incorporation."
IN WITNESS WHEREOF, we have accordingly hereunto set our respective hands this
31st day of March, 1988.
/s/ Allen T. Workman, President
/s/ Carl M. McCallister, Treasurer
/s/ Jeffery A. Hoops, Secretary
STATE OF WEST VIRGINIA
COUNTY OF BOONE
I, John McDaniel, a Notary Public, in and for the county and state aforesaid,
hereby certify that Allen T. Workman, Carl McCallister and Jeffery A. Hoops,
whose names are signed to the foregoing Articles of Incorporation, this day
personally appeared before me in my said county and acknowledged their
signatures.
My commission expires July
16, 1990
[NOTARY SEAL]
/s/ John McDaniel
Notary Public
FILED
SEP 03, 1999
IN THE OFFICE OF
SECRETARY OF STATE
WEST VIRGINIA
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SHARVEST MANAGEMENT COMPANY
It is hereby certified that:
1. The name of the Corporation (hereinafter called the "Corporation") is
Sharvest Management Company.
2. The Articles of Incorporation of the Corporation as hereby amended by
changing Article 5 thereof to reflect the current nature of the business of the
Corporation as follows:
"5. The purpose(s) for which the Corporation is (are) formed is(are)
to conduct or transact any and all lawful business for which
corporations may be incorporated in the State of West Virginia,
including, but not limited to, the development, marketing and sale
of coal and other natural resources."
3. The Amendment of Articles of Incorporation herein certified has been
duly adopted in accordance with the provisions of West Virginia Code Sections
31-1-73 and 31-1-107.
This Amendment of the Articles of Incorporation herein certified was
adopted on August 19, 1999 by unanimous written action of the Board of Directors
of the Corporation and by unanimous written action of the sole Shareholder of
the Corporation on August 19, 1999.
The effective date of the Amendment shall be the date of filing.
ATTEST: SHARVEST MANAGEMENT COMPANY
/s/ William H. Newsome By: /s/ Jeffery A. Hoops
William H. Newsome Jeffery A. Hoops
Its: Secretary Its: President
FILED
JAN 05, 2000
IN THE OFFICE OF
SECRETARY OF STATE
WEST VIRGINIA
WEST VIRGINIA
ARTICLES OF INCORPORATION
PROFIT AMENDMENT
1. The name of the corporation currently registered with the Secretary of
State is Sharvest Management Company;
2. The date of the adoption of the amendment(s) was January 1, 2000;
3. In accordance with WV Code Section 31-1-107, the shareholders/board of
directors have adopted the following amendment(s) to the Articles of
Incorporation and/or purposes of the corporation.
Change of name to: Solomons Mining Company
4. The amendments were adopted as follows:
The outstanding shares were not divided into classes, and the
amendment was adopted by a majority vote of outstanding shares
entitled to vote, as follows:
Total Number Number Shares Shares Voted Shares Voted
Outstanding Shares Entitled to Vote For Amendment Against Amendment
- ------------------ ---------------- ------------- -----------------
55.49 55.49 55.49 -0-
Articles of Amendment prepared by: Lowery E. Shrewsberry
CPA- #3 Lakeview Drive
Barboursville, WV 25504
The Amendment was duly adopted as stated herein:
11/15/99 Jeffery A. Hoops /s/ Jeffery A. Hoops
Date President/Vice President Name Signature
11/15/99 William H. Newsome /s/ William H. Newsome
Date Secretary/Asst Secretary Name Signature
Acknowledgement for President/Vice President:
STATE OF KENTUCKY COUNTY OF PIKE
I do hereby certify that on this day of 11/15/99, that Jeffery A. Hoops
personally appeared before me, who, being by me first duly sworn, declared
that he/she is the President/Vice President of the above named
corporation, that he signed the foregoing document as President/Vice
President of the corporation, and that the statements therein contained
are true.
My commission expires: 9/10/2001 /s/ Timothy H. Evans
Signature of Notary Public
-(Seal)
Acknowledgement for Secretary/Asst. Secretary:
STATE OF KENTUCKY COUNTY OF PIKE
I do hereby certify that on this day of 11/15/99, that William H. Newsome
personally appeared before me, who, being by me first duly sworn, declared
that he/she is the Secretary/Asst. Secretary of the above named
corporation, that he signed the foregoing document as Secretary/Asst.
Secretary of the corporation, and that the statements therein contained
are true.
My commission expires: 9/10/2001 /s/ Timothy H. Evans
Signature of Notary Public
-(Seal)
FILED
IN THE OFFICE OF
SECRETARY OF STATE
WEST VIRGINIA
JUNE 30, 2003
APPLICATION TO APPOINT OR CHANGE
AGENT FOR PROCESS, OFFICERS, and/or OFFICE ADDRESSES
1. The company filing this change is registered as a Corporation;
2. The change is filed for:
Company Name: Solomons Mining Company
Principal Office
Address as listed: One Energy Place, Suite 1750
Latrobe, PA 15650
Home State: West Virginia WV Formation Date: April 19, 1988
3. Change of address: NA
4. Change of Agent for Service of Process;
The agent named herein has given consent to appointment as agent to
accept services of process on behalf of this company.
Corporation Service Company
1600 Laidley Tower
Charleston, WV 25301
/s/ Cynthia L. Harris - Cynthia L. Harris, Asst. Secretary
New Agent Signature
5. Complete the Change of Officers or Other Persons in Authority:
Officer Type New Officer Name New Officer Address
A. President (Corp. VA) William Branham, III P.O. Box 989
Phelps, KY 41553
Remove: Michael J. Quillen
B. Vice President (Corp. VA) David W. Hibbs P.O. Box 989
Phelps, KY 41553
Remove: L. Ellis Dusenbury, Jr.
C. Secretary (Corp. VA) Eddie W. Neely 406 West Main St.
Abingdon, VA 24210
Remove: Michael Walker
D. Treasurer (Corp. VA) None
Remove: Michael J. Walker
E. Director (Corp. VA) William Branham, III P.O. Box 989
Phelps, KY 41553
Remove:
Eddie W. Neely Secretary /s/ Eddie W. Neely
Name Title Signature