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EXHIBIT 3.41
CERTIFICATE OF INCORPORATION
OF
SIMBA GROUP, INC.
THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
1. The name of the Corporation is SIMBA GROUP, INC.
2. The address of its registered office in the State of Delaware is 1209
Orange Street, Wilmington, Delaware, 19801. The name of its registered agent at
such address is 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 all classes of capital stock which the
Corporation is authorized to issue is one thousand (1,000) shares, which shall
consist of one class as follows: 1,000 shares of common stock, par value $100
per share. Each holder of any of the shares of any class or series of the
capital stock of the corporation shall be entitled to a preemptive right to
purchase or subscribe for any additional issue of shares of such class or
series, or securities convertible into shares of such class or series; provided,
however, that there shall be no such preemptive right with respect to the
issuance of shares or options to any officer or employee of the corporation or
its subsidiaries pursuant to any compensation or incentive plan adopted by the
board of directors.
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5. The name and mailing address of the incorporator are as follows:
NAME MAILING ADDRESS
Bruce Sparks c/o Anker Energy Corporation
2708 Cranberry Square
Morgantown, WV 26505
6. The Corporation is to have perpetual existence.
7. The Corporation shall indemnify to the full extent authorized or
permitted 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 any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative 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, domestic or foreign,
against expenses, attorneys' fees, court costs, judgments, fines, amounts paid
in settlement and other losses actually and reasonably incurred by him in
connection with such action, suit or proceeding and shall advance expenses
incurred by an officer or director in defending such civil or criminal action,
suit or proceeding to the full extent authorized or permitted by the laws of the
State of Delaware upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized by
Section 145 of the Delaware General Corporation Law.
8. A director shall have no personal liability to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
however, the foregoing provision shall not eliminate the liability of a director
(i) for breach of the
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director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
9. The principal place of business of the Corporation may be located
within or outside the State of Delaware. Meetings of the stockholders may be
held within or outside the State of Delaware, as the by-laws may provide. The
books of the corporation may be kept (subject to any applicable provision of
law) 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.
10. For the management of the business and for the conduct of the affairs
of the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation, its directors and its stockholders, it is further
provided that (a) the board of directors of the Corporation is expressly
authorized and empowered to adopt, amend or repeal by-laws subject to the power
of the stockholders to amend or repeal by-laws made by the board of directors
and (b) elections of directors of the Corporation need not be by written ballot.
IN WITNESS WHEREOF, I, the undersigned, hereby make this Certificate,
declaring and certifying that this is my act and deed and that the facts herein
stated are true, and accordingly I have hereunto set my hand this 26th day of
June, 1996.
/s/ Bruce Sparks
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Bruce Sparks