ORIGINAL COPY FILED
SECRETARY OF STATE OF KENTUCKY
[ILLEGIBLE]
APR 15 1988
$35.00
/s/[ILLEGIBLE]
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
EASTERN RESOURCES, INC.
The undersigned, desiring to form a corporation, does hereby adopt the
following Articles of Incorporation:
ARTICLE I
The name of the Corporation shall be Eastern Resources, Inc.
ARTICLE II
The duration of this corporation is perpetual.
ARTICLE III
The purpose for which the Corporation is organized is to engage in the
transactions of any or all lawful business for which corporations may be
incorporated under the provisions of the Kentucky Revised Statutes.
ARTICLE IV
The Corporation shall have the authority to issue one thousand (1,000)
shares of no par value commons stock. Each share shall carry one (1) vote and
there will be no other class of stock.
ARTICLE V
The mailing address of the Corporation's principal office in this State
shall be Bypass 670, J. Smith Coal, Providence, Kentucky 42450, and the name of
the Corporation's registered agent and the registered office shall be CT
Corporation System, Kentucky Home Life Building, Louisville, Kentucky 40202.
ARTICLE VI
The number of directors constituting the initial Board of Directors of
this Corporation shall be three (3) and the names and addresses of the persons
who are to serve as directors until the [ILLEGIBLE] annual meeting of the
shareholders or until his successor or successors are elected and qualified is
Martin M. Berliner, 1700 Lincoln Street, #4700, Denver, Colorado 80203, Larry D.
Gallegos, 1700 Lincoln Street, #4700, Denver, Colorado 80203, and Betty Neubert,
Lincoln Street, #1700, Denver, Colorado 80203.
The Board of Directors shall have authority to increase or decrease their
number by amendment to the corporate bylaws.
ARTICLE VII
The name and address of the incorporator of said Corporation shall be
Martin M. Berliner, 1700 Lincoln Street, #4700, Denver, Colorado 80203.
ARTICLE VIII
Provisions for the regulation of the internal affairs of the Corporation
are to be more fully defined by the bylaws of said Corporation and the Board of
Directors may, from time to time, by a vote of the majority of its numbers,
make, alter, amend or rescind any of the bylaws of this Corporation.
ARTICLE IX
The general officers of this Corporation shall be a President, a Secretary
and a Treasurer.
2
[LETTERHEAD OF O'CONNOR & HANNAN, ATTORNEYS AT LAW]
April 12, 1988
FEDERAL EXPRESS
Kentucky Secretary of State
Corp. Dept.
State Capital Building
Frankfort, Kentucky 40601
Re: Eastern Resources, Inc.
Ladies and Gentlemen:
Enclosed are two originally executed copies of Articles of Incorporation.
Please file one and return one file stamped copy to us in the enclosed Federal
Express envelope.
If you have any questions or comments, please contact the undersigned at
the telephone number set forth above.
Sincerely,
/s/ Christopher G. Young
Christopher G. Young
Legal Assistant
CGY/sp
Enclosures
ORIGINAL COPY FILED
SECRETARY OF STATE OF KENTUCKY
[ILLEGIBLE]
OCT 29 1988
$35.00
/s/[ILLEGIBLE]
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
EASTERN RESOURCES, INC.
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of the "Kentucky Business
Corporation Act" of the Commonwealth of Kentucky, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is: Eastern Resources, Inc.
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by the "Kentucky Business Corporation Act" of the Commonwealth
of Kentucky:
Article V is hereby amended by deleting the paragraph in its entirety and
substituting therefor the following new Article V:
ARTICLE V
The mailing address at the Corporation's principal and registered
office in this State shall be: P.O. Box 38, Bypass 670, Providence,
Kentucky 42450, and the registered agent for service of process shall be
determined from time to time by the Board of Directors.
Article IX is hereby amended by deleting said Article in its entirety.
ARTICLE THIRD: The number of shares of the corporation outstanding at the
time of the adoption of said amendments was 1,000; and the number of shares of
each class entitled to vote as a class on the adoption of said amendments and
the designation of each such class were as follows: 1,000 shares of common
stock.
ARTICLE FOURTH: The number of shares voted for said amendments was 1,000;
and the number of shares voted against said amendments was "0".
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its President, and its corporate seal
to be hereto affixed, attested by its Secretary, as of the 1st day of June,
1988.
Eastern Resources, Inc.
By: /s/ P. Ron Siler
------------------------
P. Ron Siler, President
ATTEST:
C. H. Arbaugh
- ------------------------
C. H. Arbaugh, Secretary
2
STATE OF INDIANA )
)SS:
VANDERBURGH COUNTY )
I, Norma G. Richter, a Notary Public, do hereby certify that on the
[ILLEGIBLE] day of June, 1988, P. Ron Siler and C. H. Arbaugh personally
appeared before me and, being first duly sworn by me, acknowledged that he
signed the foregoing document in the capacity therein set forth and declared
that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Norma G. Richter
-------------------------------
Norma G. Richter, Notary Public
My Commission Expires:
10-22-89 Notary Public resides in
- --------------------- Vanderburgh County, Indiana.
3