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Exhibit 3.9.1
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
ANKER HOLDING, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
THE UNDERSIGNED, being the President of ANKER HOLDING, INC. does hereby
certify:
FIRST: That the Certificate of Incorporation was filed in the office of
the Secretary of State of Delaware on the 11th day of March, 1975, and a
certified copy thereof was recorded in the office of the Recorder of Kent
County, Delaware, on the 11th day of March 1975.
SECOND: That Article 1. of the Certificate of Incorporation is amended to
read as follows:
"1: The name of the Corporation is
ANKER ENERGY CORPORATION".
THIRD: That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 31st day of
December, 1980.
/s/ Mark R. Joseph
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President
ATTEST:
/s/ Marvin E. Milbauer
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Marvin E. Milbauer, Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VITOL-ANKER HOLDING, INC.
(Pursuant to Section 242 of the Delaware Corporation Law)
VITOL-ANKER HOLDING, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware does hereby
certify that:
FIRST: The Board of Directors of Vitol-Anker Holding Inc., by the
unanimous written consent of its members, filed with the minutes of the board,
duly adopted resolutions setting forth a proposed amendment to the Certificate
of Incorporation of said corporation, declaring said amendments to be advisable
and calling for consideration thereof by the stockholders. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation
be amended by changing Article "1" thereof so that, as amended, said
Article shall be and read as follows:
"1. The name of the corporation is
ANKER HOLDING, INC."
SECOND: Thereafter, pursuant to resolution of the Board of Directors and
in accordance with Section 228 of the General Corporation Law of the State of
Delaware, unanimous
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written consent to the amendment was given by the stockholders. Written notice
of such action was not given or required to be given, such consent having been
given by unanimous written consent of the stockholders.
THIRD: Said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said VITOL-ANKER HOLDING, INC. has caused this
certificate to be signed by its Vice President and attested by its Secretary
this 23rd day of April, 1976.
VITOL-ANKER HOLDING, INC.
By /s/ Mark R. Joseph
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Mark R. Joseph, Vice President
ATTEST:
/s/ Marvin E. Milbauer
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Marvin E. Milbauer, Secretary
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CERTIFICATE OF INCORPORATION
of
VITOL-ANKER HOLDING, INC.
1. The name of the corporation is
VITOL-ANKER HOLDING, INC.
2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the city of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
3. 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 Delaware.
4. The total number of shares of stock which the corporation is authorized
to issue is one thousand (1,000) and the par value of each of such shares is One
Hundred Dollars ($100.00) amounting in the aggregate to One Hundred Thousand
Dollars ($100,000.00).
5. The name and mailing address of the incorporator is
NAME MAILING ADDRESS
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Brian E. McGunigle 200 Park Avenue
New York, New York 10017
6. The corporation is to have perpetual existence.
7. The corporation shall indemnify to the full extent authorized by the
laws of the State of Delaware any person who was or is a party or is threatened
to be made a party to
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any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint-venture, trust or other enterprise.
8. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 10th day of March, 1975.
/s/ Brian E. McGunigle
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STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
BE IT REMEMBERED THAT on this 10th day of March A.D., 1975, personally
came before me, Margaret T. Rush a Notary Public in and for the County and State
aforesaid, BRIAN E. McGUNIGLE, signatory of the foregoing Certificate of
Incorporation, known to me personally to be such, and acknowledged the said
Certificate to be his act and deed, and that the facts therein stated are truly
set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Margaret T. Rush
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NOTARIAL SEAL MARGARET T. RUSH
Notary Public, State of New York
No. 31-4521855
Qualified in New York County
Commission Expires March 30, 1978
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