EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
RENCOAL, INC.
The undersigned, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware (the "DGCL"), hereby certifies
that:
First. The name of the Corporation is Rencoal, Inc. (the
"Corporation").
Second. The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
Third. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the DGCL.
Fourth. The Corporation shall have all powers that may now or hereafter
be lawful for a corporation to exercise under the DGCL.
Fifth. The total number of shares of stock which the Corporation is
authorized to issue is One Thousand (1,000) shares of Common Stock, par value
$1.00 per share.
Sixth. The name and mailing address of the incorporator of the
Corporation is:
Michael C. Ryan, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038.
Seventh. The number of directors of the Board of Directors shall be
fixed by the Bylaws of the Corporation.
Eighth. Unless and to the extent that the Bylaws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.
Ninth. In furtherance and not in limitation of the powers conferred by
the DGCL, the Board of Directors of the Corporation shall be authorized to
make, alter, or repeal by the Bylaws of the Corporation as and to the extent
permitted therein.
Tenth. Except as otherwise provided by the DGCL as the same exists or
may hereafter be amended, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a
director. Any repeal or modification of this Article Tenth by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Incorporation on August 15, 1996.
/s/ Michael C. Ryan
-------------------------
Michael C. Ryan
Sole Incorporator
2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RENCOAL, INC.
------------------------------------------
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
------------------------------------------
Rencoal, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), hereby certifies
as follows:
1. The Certificate of Incorporation of the Corporation was filed in the
office of the Secretary of State of Delaware on August 15, 1996.
2. Article Fifth of the Certificate of Incorporation is amended to read in
full as follows:
"Fifth. The total number of shares of stock which the Corporation is
authorized to issue is One Thousand (1,000) shares of Common Stock,
par value $1.00 per share, and Five Million shares of Preferred Stock,
par value $1.00 per share.
To the full extent permitted by Delaware General Corporation Law, as
the same exists or may hereafter be amended, the Board of Directors is
hereby authorized by resolution to divide and issue the shares of
Preferred Stock in classes or series and to fix the voting powers and
any designations, preferences, and relative, participating, optional
or other special rights of any such class or series of Preferred Stock
and any qualifications or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors."
3. The aforesaid amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and by the written consent of the sole stockholder of the Corporation
in accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this certificate to be signed by a Vice President and
attested by an Assistant Secretary this ____ day of March, 1997.
RENCOAL, INC.
By: /s/ Dennis A. Sadlowski
--------------------------------
Dennis A. Sadlowski
Assistant Secretary
[Corporate Seal]
Attest:
By: /s/ Michael C. Ryan
----------------------------------
Michael C. Ryan
Assistant Secretary
2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RENCOAL, INC.
-------------------------------------------
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
-------------------------------------------
Rencoal, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), hereby certifies
as follows:
1. The Certificate of Incorporation of the Corporation was filed in the
office of the Secretary of State of Delaware on August 15, 1996.
2. Article First of the Certificate of Incorporation is amended to read as
follows:
"First: The name of the Corporation is Lodestar Holdings, Inc. (the
"Corporation")."
3. The aforesaid amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and by the written consent of the sole stockholder of the Corporation
in accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.
In Witness Whereof, the Corporation has caused its corporate seal to be
affixed hereto and this certificate to be signed by its Vice President and
attested by its Assistant Secretary this ____ day of April, 1998.
RENCOAL, INC.
By: /s/ Roger L. Fay
------------------------------
Roger L. Fay
Vice President
[Corporate Seal]
Attest:
By: /s/ Michael C. Ryan
-------------------------------
Michael C. Ryan
Assistant Secretary
2