EXHIBIT 3.101
READ CAREFULLY THE INSTRUCTIONS
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AGREEMENT OF INCORPORATION
(See Arts. 2-9, both incl., of c. 31, also c. 33, Code,
for provisions regarding certain corporations.)
I. The undersigned agree to become a corporation by the name of (1)
LOW VOLATILE COALS, INC.
(1) The name of the corporation shall contain one of the words
"association," "company," "corporation," "club," "incorporated," "society,"
"union," or "syndicate," or one of the abbreviations, "co." "inc."; but no name
shall be assumed already in use by another existing corporation of this State,
or by a foreign corporation lawfully doing business in this State, or so similar
thereto, in the opinion of the Secretary of State, as to lead to confusion.
II. The principal Office or Place of Business of said Corporation will be
located at (1) No. Xx. 00, Xxx 00, in the (2) village of Shady Springs, West
Virginia in the County of Raleigh and State of West Virginia. Its chief works
will be located (3) in Fireco, West Virginia.
(1) Insert number and name of street if in a city having street numbers,
if not, strike out.
(2) Erase the word "city," "town" or "village," leaving the one required.
(3) Give location of chief works; if at the same place as principal office
or place of business, say "Its chief works will be located at the same place."
If there be no chief works, say "Said corporation will have no chief works." If
chief works are in West Virginia, give name of magisterial district and county
in which they are or will be located. In case of oil well, gas well, or
prospecting companies, and other like companies, where the chief works will be
shifting, and in cases of companies that will have chief works, or works at
different points in this State, say "chief works will be located in
______________ district, in __________ county. State of West Virginia and
elsewhere in said State." If chief works are not to be in West Virginia, then
it is only necessary to give the name of the State or county in which they will
be located.
III. The objects for which this Corporation is formed are as follows:
(Please type double space if not sufficient room here to cover this point add
one or more sheets of paper of this size.)
1. To mine, develop, work and operate coal mines, coal lands and coal
property, and to carry on the business of coal mining and processing in all of
its branches and all methods of production now known or hereafter developed,
including, but not limited to, deep mining, punch mining, strip mining and auger
mining, and the manufacturing of all coal products and by-products.
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2. To acquire, purchase, lease, hold, operate, mortgage, exchange and
sell, and trade and deal in, real property of every kind, including, but not
limited to, coal lands.
3. To engage in the business of buying and selling coal and products
of coal, and to sell on commission and to act as broker in the sale or purchase
of coal.
4. To purchase, lease or otherwise acquire such personal property,
rights, easements, permits and franchises as may be lawfully purchased, leased
or acquired.
5. To make, perform and carry out contracts of every kind pertaining
to the purposes of this corporation, and for any lawful purpose necessary and
expedient to carry out the purposes of this corporation.
6. To borrow and raise money upon bonds, notes and other negotiable
or transferable instruments, and to secure the same by deeds of trust, pledges
or otherwise.
7. To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes, or the furtherance of any of the powers
hereinbefore set forth, either alone or in association with other corporations,
firms, or individuals.
8. To do or perform any and all other lawful acts in furtherance of
any of the aforesaid corporate purposes, or any other lawful purpose which the
said corporation may elect to undertake.
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WE, THE UNDERSIGNED, for the purpose of forming a Corporation under
the laws of the State of West Virginia do make and file this Agreement; and we
have accordingly hereunto set our respective hands this 23rd day of April, 1962.
All the incorporators must sign below.
/s/Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
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CERTIFICATES
The agreement must be acknowledged by all the incorporators who signed
it, before the president of a county court, a justice of the peace, notary,
recorder, prothonotary or clerk of any court, within the United States, etc.,
and such acknowledgements certified by the officer before whom they were made,
and his seal affixed if not in West Virginia. Acknowledgements taken in a
foreign country must be certified under the official seal of any ambassador,
minister plenipotentiary, minister resident, charge d'affaires, consul general,
consul, deputy consul, etc., appointed by the government of the United States to
any foreign town or corporation therein, etc. -- Code, c. 39, Art. 1, (S) 3.]
State of West Virginia County of Raleigh, to wit:
I, _______________________, a Notary Public in and for the County and
State aforesaid, hereby certify that Xxxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X.
Xxxxxxx
(Names of all incorporators must be inserted in this space by official taking
acknowledgements)
whose names are signed to the foregoing agreement bearing date on the 23rd day
of April, 1962, this day personally appeared before me in my said county and
severally acknowledged their signature to the same.
Given under my hand and official seal this 23 day of April, 1962.
[Executed]
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Notary Public
My Commission expires on the 29 day of November, 1972.
IV. The amount of the total authorized capital stock of said corporation
shall be Five Thousand ($5,000.00) dollars, which shall be divided into 50
shares of the par value of One Hundred ($100.00) dollars each.
Use space below for statement as to stock without par value, or where
more than one class of stock is to be issued, or one or more series within a
class, and as to any designations, powers, etc., as provided in subdivision (d),
(S) 6. art 1. c. 31., Code.
In the case of a corporation not organized for profit and not
authorized to issue capital stock, a statement to that effect shall be set forth
together with a statement as to the conditions of membership. Code 33-1-6(d).
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The amount of capital stock with which it will commence business is
One Thousand Dollars ($1,000.00) (shall not be less than one thousand dollars)
being Ten (10) shares One Hundred Dollars ($100.00) each.
V. The names and post office addresses of the incorporators and the number
of shares of stock subscribed for by each are as follows:
(The number of incorporators to be not less than
three as to stock, nor less than five as to nonstock corporations.)
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NO. OF
SHARES TOTAL
P.O. NO. OF SHARES PREFERRED NO. OF
NAME(5) ADDRESS (6) COMMON STOCK STOCK SHARES
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Xxxxx Shady 8 8
Xxxxxxx Springs,
West Virginia
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Xxxxx Shady 1 1
Xxxxxxx Springs,
West Virginia
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Xxxxxxx Shady 1 1
L. Springs,
Meadows West Virginia
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VI. The existence of this corporation is to be perpetual.
VII. For any additional provisions desired and which are authorized by law,
see Art. 1, c. 31, Code. Also set forth number of acres of land desired to be
held in West Virginia, if such number be above 10,100 acres, pursuant to (S) 75,
Art. 12, c. 11 Code. If more space is required, add one or more sheets of paper
this size.
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I, Xxxxx Xxxxxxx, President of "Low Volatile Coals, Inc.", a
corporation created, organized and existing under and by virtue of the laws of
the State of West Virginia, do hereby certify to the Secretary of State of the
State of West Virginia that at a special meeting of the stockholders of Low
Volatile Coals, Inc., duly held at the law offices of Xxxxx and Xxxxx, Room 613
Raleigh County Bank Building, Beckley, West Virginia, on the 5th day of May,
1965, at 7:30 o'clock, P.M., pursuant to a waiver of notice of said meeting,
signed by all the stockholders of this corporation, as provided by the bylaws of
the corporation and the laws of the State of West Virginia, at which meeting all
of the issued and outstanding shares of the common capital stock of said
corporation entitled to vote at such meeting was represented in person, the
following resolutions were duly and regularly adopted and passed, to wit:
"RESOLVED, That the authorized capital of Low Volatile Coals,
Inc. be increased from fifty (50) shares of the par value of One
Hundred Dollars ($100.00) each to four thousand (4000) shares of the
par value of $100.00 each, so that the authorized capital stock of
said corporation shall be Four Hundred Thousand Dollars
($400,000.00)."
"RESOLVED, That the principal office and place of business of Low
Volatile Coals, Inc., a corporation, be moved and changed from Route
87, Box 72, Shady Springs, Raleigh County, West Virginia, to the
Office Building of Xxxxxxxx & Xxxxxx Incorporated, on the Crab Xxxxxxx
Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxxxx."
"RESOLVED, That the charter of this corporation with respect to
the objects for which this corporation is formed be amended to include
the following:
"To purchase, acquire, held and dispose of stocks, bonds and
other obligations, including judgments, interest, accounts or debts of
any corporation, domestic or foreign, owning or controlling any
articles which are or might be or become useful in the business of
this corporation, and to purchase, acquire, held and dispose of
stocks, bonds, or other obligations, including
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judgments, interests, accounts or debts of any corporation, domestic
or foreign, engaged in a business similar to that of this
corporation.'"
Given under my hand as President of Low Volatile Coals, Inc. and the
corporate seal of said corporation this the 5th day of May, 1965.
/s/Xxxxx Xxxxxxx
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President of Low Volatile Coals, Inc.
(Corporate Seal)
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THIS AGREEMENT OF MERGER, dated the 6th day of October, 1967, by and
between LOW VOLATILE COALS, INC., a corporation organized and existing under the
laws of the State of West Virginia, and the undersigned Directors thereof,
parties of the first part, and STERLING SMOKELESS COAL COMPANY, a corporation
organized and existing under the laws of the State of West Virginia, and the
undersigned Directors thereof, parties of the second part;
WHEREAS, Low Volatile Coals, Inc. is a corporation duly organized and
existing under the laws of the State of West Virginia, having been incorporated
on the 25th day of April, 1962, and has an authorized capital stock of Four
Hundred Thousand Dollars ($400,000.00), consisting of four thousand (4000)
shares of common stock of the par value of One Hundred Dollars ($100.00) each,
all of which stock is issued and outstanding; and
WHEREAS, Sterling Smokeless Coal Company is a corporation duly
organized and existing under the laws of the State of West Virginia, having been
incorporated on the 18th day of November, 1926, and has an authorized capital
stock of Two Hundred Eighty Thousand Dollars ($280,000.00), consisting of
twenty-eight hundred (2800) shares of common stock of the par value of One
Hundred Dollars ($100.00 each, all of which stock is issued and outstanding; and
WHEREAS, the board of directors of each of said corporations deems it
advisable for the general welfare and advantage of said corporations, and their
respective stockholders, that Sterling Smokeless Coal Company merge with and
into Low Volatile Coals, Inc.; and that Low Volatile Coals, Inc. merge into
itself Sterling Smokeless Coal Company; and
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WHEREAS, the board of directors of each of said constituent
corporations deems it for the best interests and welfare of both constituent
corporations that the name of the surviving corporation, Low Volatile Coals,
Inc., be changed from Low Volatile Coals, Inc. to Sterling Smokeless Coal
Company: and
WHEREAS, the board of directors of each of said constituent
corporations has determined that the principal office of the surviving
corporation, with the changed name from Low Volatile Coals, Inc. to Sterling
Smokeless Coal Company, will be in the Office Building of Xxxxxxxx & Xxxxxx
Incorporated, on the Crab Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxxxx;
and
WHEREAS, the board of directors of each of said constituent
corporations has determined that the chief works of the surviving corporation
with the changed name from Low Volatile Coals, Inc. to Sterling Smokeless Coal
Company will be located at Whitby, Raleigh County, West Virginia; and
WHEREAS, the board of directors of each of the constituent
corporations has approved this merger;
NOW, THEREFORE, in consideration of the premises and the payment of
the sum of One Dollar ($1.00) by each of the parties to the other in hand paid,
and of the mutual provisions, conditions, covenants and grants herein contained,
the parties hereto hereby agree, in accordance with the provisions of the Code
of West Virginia, Chapter 31, Article 1, Section 63, that Low Volatile Coals,
Inc. hereby merges into itself Sterling Smokeless Coal Company, and, likewise,
said Sterling Smokeless Coal Company shall be, and hereby is, merged into Low
Volatile Coals, Inc. with Low VolatiLe Coals, Inc. as the surviving corporation
(as hereinafter defined). Sterling Smokeless Coal Company and Low Volatile
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Coals, Inc. are hereafter sometimes referred to as the "Constituent
Corporations"; the corporation which shall survive the merger is sometimes
hereinafter referred to as the "Surviving Corporations"; and the date on which
the Constituent Corporations shall so become said single corporation is
hereinafter sometimes referred to as the "effective date of this Agreement". It
is hereby agreed by and between the parties hereto that the terms and conditions
of said merger and the mode of carrying the same into effect shall be the same
as those set forth in the following Articles FIRST to FIFTEENTH inclusive.
FIRST: Except as herein otherwise specifically set forth, the
identify, existence, objects, powers, rights, privileges, purposes, franchises
and immunities of Low Volatile Coals, Inc. shall continue unaffected and
unimpaired by the merger, and the corporate identity, objects, powers, rights,
privileges, purposes, franchises and immunities of Sterling Smokeless Coal
Company shall be merged into Low Volatile Coals, Inc., and Low Volatile Coals,
Inc. shall be fully vested therewith. The organization of Sterling Smokeless
Coal Company, except insofar as it may be continued by statute, shall cease as
soon as this Agreement shall become effective, and thereupon Low Volatile Coals,
Inc. and Sterling Smokeless Coal Company shall become a single corporation, to
wit, Low Volatile Coals, Inc., one of the parties hereto, which shall survive
such merger and shall continue as the Surviving Corporation to exist under and
be governed by the laws of the State of West Virginia.
SECOND: The name of the Surviving Corporation, Low Volatile Coals,
Inc., a corporation, shall be changed from Low Volatile Coals, Inc., a
corporation, to Sterling Smokeless Coal Company, a corporation.
THIRD: The principal office of the Surviving Corporation with the
changed name from Low Volatile Coals, Inc. to Sterling Smokeless Coal Company,
will be in the
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Office Building of Xxxxxxxx & Xxxxxx Incorporated, on the Crab Orchard Road,
Beckley, Raleigh County, West Virginia.
FOURTH: The chief works of the Surviving Corporation with the changed
name from Low Volatile Coals, Inc. to Sterling Smokeless Coal Company will be
located at Whitby, Raleigh County, West Virginia.
FIFTH: The objects, powers, rights, privileges and purposes of the
Surviving Corporation, with such change in name, shall include the following:
To purchase, own, hold, lease, sublease, sell, mortgage, convey,
and otherwise acquire and dispose of, coal mines, coal lands, coal
properties, oil, gas and other minerals and mining rights, and other
real estate; to own, operate and conduct deep coal mines, strip coal
mines, and to do a general coal mining business; to engage in the
mining of coal by all lawful methods of mining coal, including strip
mining, auger mining, web mining, punch mining, wagon mining, conveyor
mining, and all other methods for the mining and removal of coal; to
mine, prepare, distribute, sell and generally deal in coal and other
minerals and their by-products; to manufacture and sell coke and its
by-products; to act as agent and broker for coal and other fuel, and
to make contracts with individuals and corporations with reference to
handling and selling their coal, and on such terms as may be agreed
upon; to buy and sell merchandise at wholesale and retail and conduct
general retail merchandise stores, and otherwise trade in goods, wares
and merchandise of every class and description; to own, operate and
maintain all necessary tracks, sidetracks and tramroads as may be
necessary and convenient to carry on all business herein authorized;
to own, operate and maintain electrical lighting plant, machinery and
appliances and to purchase or otherwise acquire electrical current or
power from any manufacturer thereof for the purpose of carrying on the
several things or enterprises herein authorized; to buy, own, build,
operate, sell, lease, sublease, and otherwise acquire and dispose of
tipples, processing plants, storage silos, powder magazines, shops,
storehouses, warehouses, docks, piers and all buildings and structures
necessary to the carrying on such business as is herein authorized; to
buy, own, build, operate, sell, lease, sublease, and otherwise acquire
and dispose of tenement houses, dwelling houses, and all other
buildings and structures appurtenant thereto; and to do all things
generally that may be
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necessary or convenient in connection with the operation and conduct
of any of the aforesaid lines of business.
To purchase, own, hold, lease, sublease, sell, mortgage, convey,
and otherwise acquire and dispose of, oil and gas lands, and rights
and mining rights pertaining thereto; to own, develop, lease,
sublease, sell, dispose of, operate and conduct drilling operations
and all other works necessary for the exploration, production,
storage, distribution, transportation and sale of oil and gas and
their by-products; to lay and operate pipe lines, and to do all things
generally that may be necessary or convenient in connection with the
operation and conduct of any of the aforesaid lines of business.
To purchase, own, hold, lease, sublease, and sell timber and
timber lands, and to cut, log and manufacture into lumber and other
products of such timber and to buy and sell lumber and other products
of timber at wholesale and retail; to own, lease, construct and
operate railroads, tramroads, and all other roads, needful or
expedient to the business of the corporation; to acquire, own, sell,
lease, sublease and operate saw xxxxx and planing xxxxx, together with
all other kinds of machinery, equipment and appliances of every kind
and character for the manufacturing of timber, lumber and other
products therefrom, and to do all things generally that may be
necessary or convenient in connection with the manufacture of timber
into lumber and other products of timber, and the sale of the same,
and the transportation thereof to market.
To conduct and carry on the business of general contractors and
builders for the purpose of building, erecting, altering, repairing,
or doing any other work in connection with any and all classes of
buildings and improvements of any kind and nature whatsoever;
including the building, rebuilding, alteration, repairing or
improvement of public buildings, commercial buildings, hotels,
apartment houses, factories, warehouses, cold storage houses,
dwellings, works or constructions of every kind and description
whatsoever, including the locating, laying out and construction,
altering, repairing and maintenance of roads, turnpikes, railroads,
streets, avenues, docks, ships, sewers, septic tanks, sewerage
systems, bridges, wells, parks, swimming pools, athletic fields,
stadiums, airfields, recreation facilities, foundations, xxxxx,
excavations, canals, street railways, mine tracks, power plants,
manufacturing plants, wholesale plants, water distribution plants,
reservoirs, aqueducts, artificial and natural gas distribution
systems, pipe
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lines, and generally in all classes of buildings, erections and works
of every kind and character, both public and private, or integral
parts thereof, and to have performed civil, mechanical and chemical
engineering and architectural work, including the preparation of plans
and specifications in expert work, as acting and consulting and
superintending engineers and architects, and generally to do and
perform any and all works as contractors and builders and with that
end in view to solicit, obtain, make, perform and carry out contracts
covering the contracting and building business and the work connected
therewith.
To purchase, own, hold, use, maintain, manage, operate, develop,
lease, sublease, sell, mortgage, exchange, improve, convey, and
otherwise acquire and dispose of, real estate and real property,
apartment houses, commercial buildings, office buildings, hotels,
factories, warehouses, cold storage houses, refrigeration locker
plants, grain elevators, filling stations, manufacturing plants,
wholesale plants, dwellings, buildings, works or constructions of
every kind and description whatsoever.
To purchase, own, hold, use, maintain, manage, operate, develop,
lease, sublease, sell, mortgage, exchange, improve, convey, and
otherwise acquire and dispose of, real and personal property, or any
interest or rights therein, together with any buildings and
improvements thereon, and all appurtenances, rights, privileges and
easements pertaining thereto, and any equipment necessary and
convenient for the use and enjoyment of the aforesaid purposes, and to
have surveyed and subdivided the real estate into lots, parks,
reservations, avenues, streets, and alleys, for the purpose of sale,
development, or otherwise, and to do and perform all things necessary
and convenient for the development and improvement of the same, for
residence, trade or business.
To transact a general real estate agency and brokerage business;
to collect rents, and in general to manage real property for others,
and to do all things necessary and convenient for the purposes of
conducting said businesses.
To conduct and carry on a general roofing, sheet metal, air-
conditioning, heating and plumbing, insulation, and weather stripping
business.
To conduct and carry on the business of manufacturing,
constructing, altering, repairing, setting, maintaining and servicing
all kinds of electrical machinery and electrical
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appliances; and to carry on the business of electricians, electrical
engineers and generally deal in all classes of electrical machinery
and electrical appliances.
To conduct and carry on the business of manufacturing,
constructing, altering, repairing, selling, maintaining, and servicing
all kinds of machinery and equipment of every kind and character; and
to carry on the business of machinists, mechanical engineers, and
generally deal in all classes of mechanical machinery and appliances
of every kind and character.
To manufacture, buy, sell, trade and deal in all and every kind
of material, product, manufactured or unmanufactured, iron, coal,
coke, steel, wood, brick, cement, granite, stone and other products
and building materials.
To acquire, own, develop, work, lease, sublease, mortgage, sell
and dispose of any mines, mining rights and metalliferous lands, rock
quarries, limestone deposits, sandstone deposits, sand deposits,
gravel deposits, clay deposits, topsoil, coal, oil and gas and mining
rights thereof, and all other minerals and mining rights thereof, or
any interest therein, and to explore, work, exercise, develop and turn
to account the same.
To crush, win, get, quarry, smelt, calcine, refine, dress,
amalgamate, manipulate and prepare for market ore, metal and mineral
substances of all kinds and to carry on any other metallurgical
operations which may seem conducive to any of the company's objects.
To buy, acquire, hold, use, employ, mortgage, convey, lease and
dispose of patent rights, letters patent, copyrights, processes,
devices, inventions, trademarks, formulae, good will and other rights.
To purchase, acquire, hold and dispose of stocks, bonds, and
other obligations, including judgments, interest accounts or debts of
any corporation, domestic or foreign, owning or controlling any
articles which are or might be or become useful in the business of
this company and to purchase, acquire, hold and dispose of stocks,
bonds, or other obligations, including judgments, interests, accounts
or debts of any corporations, domestic or foreign, engaged in a
business similar to that of this company, or engaged in the
manufacture, use or sale of property or in the construction or
operation of works necessary or useful
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in the business of this company, or in which, or in connection with
which, the manufactured articles, product or property of this company
may be used, or of any corporation with which this corporation is or
may be authorized to consolidate according to law, and this company
may issue in exchange therefor the stock, bonds, or other obligations
of this company.
To own, operate and conduct a general wholesale business, or a
chain of wholesale businesses, and all such other businesses incident
thereto or connected therewith, and a general retail business, or a
chain of retail businesses, for the purpose of buying and selling
mining machinery, equipment and supplies of every kind and character,
oil and gas well supplies, builders' supplies, electrical supplies,
sheet metal supplies, air conditioning supplies, agricultural
supplies, paints, chemicals, oils, gasoline, automobile supplies,
office supplies, store equipment, hotel equipment, bank supplies,
radios, musical instruments, feeds, flour, fertilizer, farm
implements, farm supplies, of all kinds and character, plumbing
supplies, heating supplies, electrical refrigeration supplies,
groceries, foods, produce, bakery products, dairy products, farm
products, tobacco, cigars, cigarettes, snuff, candy, confectioneries,
ice, ice cream, fruit syrups, chocolate, chewing gum, notions, drugs,
playing cards, soft drinks, peanut butter, medicines, sanitary
supplies, peanut butter sandwiches, peanuts, fruits, nuts, grains,
cereals, meats, hay, books, school supplies, stationery, glassware,
crockery, pottery, queensware, jewelry, shoes, boots, toys, millinery,
hardware, leather goods, sporting goods, carpets, rugs, decorations,
furniture, roofing supplies, and all other articles of machinery,
equipment, supplies, food products and merchandise necessary and
convenient for dress, personal and household use and use in
agriculture, mining and manufacturing, and building and construction
work.
To manufacture, lease, buy, sell and deal in the aforesaid lines
of mining machinery, equipment, supplies of every kind and character,
food products and merchandise.
To do a general business as commission merchant, broker, selling
agent or factor, for the purpose of buying, selling, dealing in or
selling on commission, or otherwise, any of the aforesaid lines of
mining machinery, electrical equipment, supplies, products and
merchandise of every kind and character.
To conduct and carry on the business of manufacturing, buying,
selling and dealing in building supplies of every kind
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and character, alkalies and chemicals of all kinds, and all articles
and things used in the manufacture, maintenance and working thereof,
and also all apparatus and implements and things for use either alone
or in connection with the products of which they are ingredients, or
in the manufacture of which they are a factor.
To buy, sell and deal in at retail or wholesale automobiles,
trailers, buses, trucks, tractors, motorcycles, bicycles, airplanes,
and all other means of conveyance and transportation, and all parts
and accessories thereof, and to carry on any trade or business
incident thereto or connected therewith.
To conduct a general insurance agency and bond business and
insurance brokerage business, consisting of fire, casualty, plate
glass, steam boilers, elevator, accident, fidelity, debt, burglary,
physician's defense, marine, credit and life insurance, and all other
kinds of insurance on property.
To build, own, acquire, lease, sell, operate and maintain stores,
showrooms, buildings, houses, plots, warehouses, depots, garages,
trucks, trailers, and any other kind of equipment for transportation
of products, power shovels, bulldozers, and any other equipment or
appliance that may be necessary or convenient in connection with the
operation of any of the aforesaid lines of business.
To own, operate and conduct a general storage and warehouse
business, for compensation, for the public generally, for the purpose
of storage of all kinds of personal property of every kind and
character.
To transact a general real estate agency and brokerage business.
To buy, sell, own, rent and convey property, both personal and
real, as the same is necessary and convenient for the purposes of
carrying on any and all of the aforesaid lines of business.
To acquire, own, operate, lease and sublease a general outdoor
advertising business, including billboards, signs and posters of every
kind and description, and to do and perform all kinds of public
advertising for persons, fires and corporations.
To do all things generally that may be necessary to conduct any
of the aforesaid lines of business.
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SIXTH: The amount of authorized capital stock of Low Volatile Coals,
Inc., a corporation, upon the date of this Agreement is Four Hundred Thousand
Dollars ($400,000.00), consisting of four thousand (4000) shares of common stock
of the par value of One Hundred Dollars ($100.00) per share; and all of said
stock has been issued and outstanding and is now owned and held by the following
stockholders of Low Volatile Coals, Inc. as of October 6, 1967, in the following
respective stock ownerships:
Shares
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Xxxxxxxx & Xxxxxx Incorporated 1,750
Southern Coals Corporation 1,500
Xxx Xxxxxxxx 235
Xxx Xxxxxxxx, Xx. 20
Enrico Xxxxxxx Xxxxxxxx 20
Xxxxxxxx Xxxx Xxxxxxxx 20
Xxxx X. Xxxxxx 50
Xxxxxxx X. Xxxxx 50
Xxxxxxx X. Xxxxx 50
Xxxxx X. Xxxxxxx 50
Xx Xxxxxxxx 50
Xxxxxx X. Xxxx 50
Xxxxxx X. Xxxxxx 75
Xxxxx X. Xxxx 20
Shoals, Inc. 60
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4,000
SEVENTH: Since Low Volatile Coals, Inc. owns all of the 2800 shares
of stock of Sterling Smokeless Coal Company and Low Volatile Coals, Inc. is in
fact the parent company of Sterling Smokeless Coal Company, the stockholders, of
Low Volatile Coals, Inc. have in fact an ownership interest in and to the
underlying assets of Sterling Smokeless Coal Company; and if the merger is
accomplished on the target date on October 31, 1967, by the merger of Sterling
Smokeless Coal Company into Low Volatile Coals, Inc. and Low Volatile Coals,
Inc. merges Sterling Smokeless Coal Company into itself, and Low Volatile Coals,
Inc.
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thereby becomes the surviving corporation, the aforesaid 2800 shares of stock in
Sterling Smokeless Coal Company owned by Low Volatile Coals, Inc. shall be
surrendered, retired and cancelled. Low Volatile Coals, Inc. would then succeed
to all the corporate objects, powers, rights, privileges and purposes of
Sterling Smokeless Coal Company and retain all of its present objects, powers,
rights, privileges and purposes. The merged corporation or surviving
corporation, Low Volatile Coals, Inc., would continue its operations with the
same respective stockholders, each holding the same respective number of shares
of stock in such surviving corporation; provided, however, if it should be
determined by the stockholders and boards of directors of both constituent
corporations that it was for the best interests and welfare of both constituent
corporations that the name of the surviving corporation be changed from Low
Volatile Coals, Inc. to Sterling Smokeless Coal Company; that in that event a
new stock certificate book be obtained in the amended name of Sterling Smokeless
Coal Company for the surviving corporation, with an authorized capital stock of
Four Hundred Thousand Dollars ($400,000.00), as evidenced by four thousand
(4000) shares of common stock of the par value of One Hundred Dollars ($100.00)
per share; and that upon accomplishing the merger on October 31, 1967, that the
board of directors of the surviving corporation, with the changed name to
Sterling Smokeless Coal Company, direct, authorize and empower the president and
secretary to issue and deliver to the aforesaid respective stockholders of the
surviving corporation, Low Volatile Coals, Inc., their aforesaid corresponding
numbers of shares of stock in the name of Sterling Smokeless Coal Company, the
amended name of the surviving corporation, in such size stock certificates as
requested by the respective owners of said stock, upon the surrender by each of
said stockholders of the constituent corporation, Low Volatile Coals, Inc., of
all their aforesaid shares of stock in such
19
Low Volatile Coals, Inc. with properly executed certificates of assignments to
Sterling Smokeless Coal Company, the amended name of the surviving corporation,
Low Volatile Coals, Inc., of all of the stock certificates evidencing all of the
four thousand (4000) shares of stock of Low Volatile Coals, Inc., for retirement
and cancellation.
EIGHTH: The bylaws of Low Volatile Coals, Inc., as they shall exist on
the date of this Agreement, shall be and remain the bylaws of Sterling Smokeless
Coal Company, the amended name of the Surviving Corporation, Low Volatile Coals,
Inc., until the same shall be altered, amended or repealed, as therein provided.
NINTH: The names and addresses of the Directors of Sterling Smokeless
Coal Company, the amended name of the Surviving Corporation, Low Volatile Coals,
Inc., who shall hold office until the annual meeting of stockholders and until
the election and qualification of their successors are as follows:
Xxx Xxxxxxxx 000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxx Xxxxxxxx
Xxxxx X. Xxxxxxx 000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxx Xxxxxxxx
Xxxxxxx X. Xxxxx 000 Xxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxx Xxxxxxxx
Upon the effective date of this Agreement, the officers of Low
Volatile Coals, Inc., now serving as officers of Low Volatile Coals, Inc., will
continue to serve as officers of Sterling Smokeless Coal Company, the amended
name of the Surviving Corporation, Low Volatile Coals, Inc., until their
successors are selected as provided by the bylaws of Low Volatile Coals, Inc.,
now by amendment of name, Sterling Smokeless Coal Company.
TENTH: On the effective date of this Agreement, Sterling Smokeless
Coal Company, the amended name of the Surviving Corporation, Low Volatile Coals,
Inc., shall,
20
without other transfer, succeed to and possess all the rights, capacity,
privileges, powers, franchises and immunities, and be subject to all the
restrictions, disabilities, liabilities, obligations and duties of each of the
said constituent corporations, and all and singular, the rights, privileges,
powers, franchises and immunities of each of said constituent corporations, and
all property, real, personal and mixed, and all debts, obligations and
liabilities due to either of the said constituent corporations on whatever
account shall be vested in Sterling Smokeless Coal Company, the amended name of
the Surviving Corporation, Low Volatile Coals, Inc., and all property, leases,
rights, privileges, powers, franchises and immunities, and all and every other
interest, shall be thereafter as effectually the property of Sterling Smokeless
Coal Company, the amended name of the Surviving Corporation, Low Volatile Coals,
Inc., as they were of the said respective constituent corporations, and the
title to any real estate vested by deed or otherwise in either of the said
constituent corporations, shall not revert or be in any way impaired by reason
of the merger or the statute providing therefor, provided that all rights of
creditors and all liens upon any property of each of the said constituent
corporations shall be preserved impaired, limited to the property affected by
such liens at the time of such merger, and all debts, liabilities and duties of
the respective constituent corporations shall henceforth attach to Sterling
Smokeless Coal Company, the amended name of the Surviving Corporation, Low
Volatile Coals, Inc., and may be enforced against it to the same extent as if
said debts, liabilities and duties had been incurred or contracted by it in its
amended name of Sterling Smokeless Coal Company, a corporation.
ELEVENTH: This Agreement shall be submitted to the respective
stockholders of the Constituent Corporations, as provided by law, and upon the
adoption thereof by the requisite two-thirds (2/3) votes of the stockholders of
each of the Constituent Corporations, as
21
provided by law, then due certification of such adoption and approvals shall be
made on this Agreement by the Secretary of each such corporation, under the
seals thereof, and the Agreement so adopted, approved and certified, shall be
signed by the president and secretary of each such corporation, under the
corporate seals thereof, and acknowledged by the president of each such
corporation, and the Agreement, so certified, executed and acknowledged, shall
be filed in the Office of the Secretary of State and shall thence be taken and
deemed to be the Agreement and act of merger of said corporations into the
Surviving Corporation, Low Volatile Coals, Inc., and by change of name to
Sterling Smokeless Coal Company, a corporation, as the Surviving Corporation,
and this Agreement shall take effect and be deemed and taken to be the Agreement
and act of merger of the said Surviving Corporation, Sterling Smokeless Coal
Company, as amended, and the merger shall be and become effective immediately
after the close of business on the day of the filing of this Agreement in the
Office of the Secretary of State of the State of West Virginia, and a duly
certified copy of such Agreement and act of merger by the Secretary of State,
under the seal of his office, shall be duly recorded in the Office of the Clerk
of the County Court of Raleigh County, West Virginia, as provided by Chapter 31,
Article 1, Section 63 of the Code of West Virginia.
TWELFTH: The existence of this corporation shall be perpetual.
THIRTEENTH: Upon the effective date of this Agreement, Sterling
Smokeless Coal Company, as chartered by the State of West Virginia on November
18, 1926, shall execute to Sterling Smokeless Coal Company, a corporation, the
amended name of the Surviving Corporation, Low Volatile Coals, Inc., a
confirmatory deed or deeds to the respective parcels of real estate owned by it,
which deed or deeds shall be recorded in the
22
offices of the clerks of the county courts of the respective counties in which
such real estate is located, and such deed or deeds shall recite as the
consideration therefor this merger and shall be confirmatory of the title of
such real estate in Sterling Smokeless Coal Company, a corporation, the amended
name of the Surviving Corporation, Low Volatile Coals, Inc. If at any time
thereafter Sterling Smokeless Coal Company, a corporation, as amended, as
aforesaid, shall deem or be advised that any deeds or further assignments are
necessary or desirable to vest, or to perfect or confirm of record, or
otherwise, in Sterling Smokeless Coal Company, as amended, the title to any
property of Sterling Smokeless Coal Company, as chartered by the State of West
Virginia on November 18, 1926, acquired or to be acquired by Low Volatile Coals,
Inc., as amended by Sterling Smokeless Coal Company, by reason of or as a result
of the merger, Sterling Smokeless Coal Company, as chartered by the State of
West Virginia on November 18, 1926, and its proper officers and directors, shall
and will execute and deliver any and all such proper deeds and assignments and
do all things necessary or proper so to vest, perfect or confirm title to such
property in Sterling Smokeless Coal Company, as amended, and to otherwise carry
out the purposes of this Agreement.
FOURTEENTH: Sterling Smokeless Coal Company, as amended, shall pay the
expense of carrying this Agreement into effect and of accomplishing the merger,
if the same is finally approved by the directors and stockholders of both
corporations, and all other requirements of the merger are completed and the
same takes effect. If, for any reason, the said merger does not take effect,
each corporation shall pay the expenses incurred by it.
FIFTEENTH: Upon the effective date of this Agreement, the separate
existence of Sterling Smokeless Coal Company, as incorporated on November 18,
1926, by the Secretary of State of the State of West Virginia, shall cease, and
said corporation shall be
23
merged in accordance with the provisions of this Agreement into Low Volatile
Coals, Inc., and by amendment of the name of the Surviving Corporation, Low
Volatile Coals, Inc., to Sterling Smokeless Coal Company, into Sterling
Smokeless Coal Company, a corporation, which shall survive such merger and
continue in existence as such Surviving Corporation.
IN WITNESS WHEREOF, this Agreement of Merger has been executed by the
board of directors of each of the Constituent Corporations, and the corporate
seal of each of the Constituent Corporations has been hereunto affixed and
attested by the secretary of each of the Constituent Corporations, as of the day
and year first above written.
FOR LOW VOLATILE COALS, INC.
[Executed]
--------------------------------
Being all of the Board of Directors
of Low Volatile Coals, Inc.
[Executed]
--------------------------------
[Executed]
--------------------------------
(Corporate Seal)
ATTEST:
[Executed]
-----------------------------
Secretary
24
FOR STERLING SMOKELESS COAL COMPANY
[Executed]
-----------------------------------------
[Executed]
-----------------------------------------
[Executed]
-----------------------------------------
[Executed]
-----------------------------------------
Being all of the Board of Directors of
Sterling Smokeless Coal Company.
(Corporate Seal)
ATTEST:
[Executed]
-------------------------------
Secretary
25
I, Xxxxxxx X. Xxxxx, Secretary of Sterling Smokeless Coal Company,
corporation, organized on the 18th day of November, 1926, and existing under the
laws of the State of West Virginia, do hereby certify as such Secretary and
under the seal of said corporation, that the Agreement of Merger on which this
certificate is made was duly submitted to and considered by the stockholders of
Sterling Smokeless Coal Company, a corporation, at a special meeting of said
stockholders duty called separately in the manner provided by law for the
purpose of considering said Agreement of Merger, and duly held on the 31st day
of October, 1967, after publication of a notice of special meeting of
stockholders of Sterling Smokeless Coal Company in the issues of October 9,
1967, and October 19, 1967, in the Beckley Post-Herald, a newspaper published in
Raleigh County, wherein the respective principal offices of Sterling Smokeless
Coal Company, a corporation, and Low Volatile Coals, Inc., a corporation, are
located, and after a copy of such notice was mailed on October 6, 1967, to the
last known post office address of each stockholder of Sterling Smokeless Coal
Company, a corporation, more than twenty (20) days prior to the date of such
meeting; and after a letter dated October 6, 1967, addressed to all the
stockholders of Sterling Smokeless Coal Company, signed by all the members of
the Board of Directors of Sterling Smokeless Coal Company, calling such special
meeting of said stockholders for the purpose of considering said Agreement of
Merger, was mailed on October 6, 1967, to the last known post office address of
each such stockholder, as required by the bylaws of the corporation, more than
twenty (20) days prior to the date of such meeting; that at such meeting said
agreement was considered by the stockholders, and a vote by ballot was taken in
person and by proxy for the adoption or rejection of the same; that the votes of
stockholders representing more than two-thirds (2/3) of the total number of
shares of the capital stock of said
26
corporation, issued and outstanding, at said time were cast for the adoption of
such agreement; that all the stockholders and members of the board of directors
of both constituent corporations have determined that it is for the best
interests and welfare of both constituent corporations that the name of the
surviving corporation in this merger be changed from Low Volatile Coals, Inc. to
Sterling Smokeless Coal Company; that the name of the surviving corporation of
---------------------------------------------
Low Volatile Coals, Inc., a corporation, be, and the same was, thereby amended
------------------------------------------------------------------------------
and changed to Sterling Smokeless Coal Company, a corporation; and that said
-------------------------------------------------------------
Agreement of Merger was at said meeting duly adopted as aforesaid.
WITNESS my hand and the seal of said Sterling Smokeless Coal Company,
a corporation, this 31st day of October, 1967.
[Executed]
-----------------------------------------------
Secretary of Sterling Smokeless Coal Company,
a corporation incorporated November 18, 1926.
(Corporate Seal)
27
I, Xxxxxxx X. Xxxxx, Secretary of Low Volatile Coals, Inc., a
corporation, organized and existing under the laws of the State of West
Virginia, do hereby certify as such Secretary and under the seal of said
corporation, that the Agreement of Merger on which this certificate is made was
duly submitted to and considered by the stockholders of Low Volatile Coals,
Inc., a corporation, at a special meeting of said stockholders duly called
separately in the manner provided by law for the purpose of considering said
Agreement of Merger, and duty held on the 31st day of October, 1967, after
publication of a notice of special meeting of stockholders of Low Volatile
Coals, Inc. in the issues of October 9, 1967, and October 19, 1967, in the
Xxxxxxx Post-Herald, a newspaper published in Raleigh County, wherein the
respective principal offices of Low Volatile Coals, Inc., a corporation, and
Sterling Smokeless Coal Company, a corporation, are located, and after a copy of
such notice was mailed on October 6, 1967, to the last known post office address
of each stockholder of Low Volatile Coals, Inc., a corporation, more than twenty
(20) days prior to the date of such meeting; and after a letter dated October 6,
1967, addressed to all the stockholders of Low Volatile Coals, Inc., signed by
Xxx Xxxxxxxx, President, calling such special meeting of said stockholders for
the purpose of considering said Agreement of Merger, was mailed on October 6,
1967, to the last known post office address of each such stockholder, as
required by the bylaws of the corporation, more than twenty (20) days prior to
the date of such meeting; that at such meeting said agreement was considered by
the stockholders, and a vote by ballot was taken in person and by proxy for the
adoption or rejection of the same; that the votes of stockholders representing
more than two-thirds (2/3) of the total number of shares of the capital stock of
said corporation, issued and outstanding, at said time were cast for the
adoption of such agreement; that all the stockholders and members of the board
of directors of both constituent
28
corporations have determined that it is for the best interests and welfare of
both constituent corporations that the name of the surviving corporation in this
merger be changed from Low Volatile Coals, Inc. to Sterling Smokeless Coal
Company; that the name of the surviving corporation of Low Volatile Coals, Inc.,
-----------------------------------------------------------------------
a corporation, be, and the same was, thereby amended and changed to Sterling
----------------------------------------------------------------------------
Smokeless Coal Company, a corporation; and that said Agreement of Merger was at
-------------------------------------
said meeting duly adopted as aforesaid.
WITNESS my hand and the seal of said Low Volatile Coals, Inc., a
corporation, this 31st day of October, 1967.
[Executed]
------------------------------------------
Secretary of Low Volatile Coals, Inc., a
(Corporate Seal) corporation
WITNESS my hand and seal of said Sterling Smokeless Coal Company, a
corporation, the amended name of the surviving corporation, Low Volatile Coals,
Inc. on October 31, 1967, this 31st day of October, 1967.
(Corporate Seal) [Executed]
------------------------------------------
Secretary of Sterling Smokeless Coal
Company, a corporation, the amended name of
the surviving corporation, Low Volatile
Coals, Inc., on October 31, 1967.
29
The above and foregoing Agreement of Merger, having been authorized by
all of the directors and executed by all of the board of directors and by the
duly authorized officers under the corporate seal of each corporate party
thereto, and having been duly submitted to and considered by the stockholders of
each corporate party thereto, at a special meeting thereof separately called and
held, in accordance with the statutes of the State of West Virginia, and having
been duly adopted by the votes cast by ballot of the stockholders of each
corporate party thereto, representing more than two-thirds (2/3) of the total
number of issued and outstanding shares of the capital stock of each corporate
party, all in accordance with the statutes of the State of West Virginia; and
the fact that all the stockholders and members of the board of directors of both
constituent corporations have determined that it is for the best interests and
welfare of both constituent corporations that the name of the surviving
corporation in this merger be changed from Low Volatile Coals, Inc. to Sterling
Smokeless Coal Company; that the name of the surviving corporation of Low
-------------------------------------------------
Volatile Coals, Inc., a corporation, be, and the same was, thereby amended and
------------------------------------------------------------------------------
changed to Sterling Smokeless Coal Company, a corporation; and that the
---------------------------------------------------------
foregoing facts having been certified on said Agreement of Merger by the
Secretary of Low Volatile Coals, Inc., a West Virginia corporation, and by the
Secretary of Sterling Smokeless Coal Company, a West Virginia corporation, and
by the Secretary of Sterling Smokeless Coal Company, a corporation, amended name
of the surviving corporation of Low Volatile Coals, Inc., on October 31, 1967,
under the respective corporate seals of each said corporate party, the President
and Secretary of Low Volatile Coals, Inc., a corporation, the President and
Secretary of Sterling Smokeless Coal Company, incorporated on November 18, 1926,
and the President and Secretary of Sterling Smokeless Coal Company, the amended
name of the surviving corporation, Low
30
Volatile Coals, Inc., on October 31, 1967, do now sign the said Agreement of
Merger under the respective corporate seals of each such corporation by
authority of the board of directors and stockholders thereof as the respective
act, deed and agreement of each of said corporations, on the 31st day of
October, 1967.
[Executed] [Ececuted]
------------------------------ ---------------------------------------
President of Sterling Smoke- President of Low Volatile Coals,
less Coal Company, a corp- Inc., a corporation.
oration, amended name of
surviving corporation, Low
Volatile Coals, Inc., on [Executed]
---------------------------------------
October 31, 1967. Secretary of Low Volatile Coals,
Inc., a corporation.
[Executed] [Executed]
----------------------------- ---------------------------------------
Secretary of Sterling Smoke- President of Sterling Smokeless
less Coal Company, a corporation, Coal Company, incorporated on
amended name of surviving November 18, 1926.
corporation, Low Volatile Coals,
Inc., on October 31, 1967. [Executed]
---------------------------------------
Secretary of Sterling Smokeless
Coal Company, incorporated on
November 18, 1926.
00
XXXXX XX XXXX XXXXXXXX,
XXXXXX XX XXXXXXX, XX:
I, Xxxxxx Xxxxxxx, a Notary Public in and for said county and state
aforesaid, do hereby certify that Xxx Xxxxxxxx, the President of Low Volatile
Coals, Inc., a West Virginia corporation, who is personally known to me to be
the same person whose name is subscribed to the foregoing Agreement of Merger as
such president, and is personally known to me to be the president of such
corporation, appeared before me this day in person and acknowledged that he
signed, sealed and delivered the said Agreement of Merger as his free and
voluntary act as such president and as the free and voluntary act, deed and
agreement of said corporation, to wit, Low Volatile Coals, Inc., for the uses
and purposes therein set forth, and further acknowledged said Agreement of
Merger to be the free and voluntary act, deed and agreement of said corporation,
and to have been authorized by the board of directors of said corporation, and
to have been adopted by the affirmative votes (cast by ballot at a special
meeting of the stockholders of said corporation duly called and held according
to the statutes of the State of West Virginia governing the merger of
corporations) of the stockholders representing more than two-thirds (2/3) of the
total number of the issued and outstanding shares of capital stock of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and notarial seal on
this 31st day of October, 1967.
My commission expires: March 1, 1969.
[Executed]
---------------------------------
Notary Public of Raleigh
(Notarial Seal) County, West Virginia.
00
XXXXX XX XXXX XXXXXXXX,
XXXXXX XX XXXXXXX, XX:
I, Xxxxxx Xxxxxxx, a Notary Public in and for said county and state
aforesaid, do hereby certify that Xxx Xxxxxxxx, the President of Sterling
Smokeless Coal Company, a West Virginia corporation, incorporated on November
18, 1926 who is personally known to me to be the same person whose name is
subscribed to the foregoing Agreement of Merger as such president, and is
personally known to me to be the president of such corporation, appeared before
me this day in person and acknowledged that he signed, sealed and delivered the
said Agreement of Merger as his free and voluntary act as such president and as
the free and voluntary act, deed and agreement of said corporation, to wit,
Sterling Smokeless Coal Company, a West Virginia corporation, incorporated on
November 18, 1926, for the uses and purposes therein set forth, and further
acknowledged said Agreement of Merger to be the free and voluntary act, deed and
agreement of said corporation, and to have been authorized by the board of
directors of said corporation, and to have been adopted by the affirmative votes
(cast by ballot at a special meeting of the stockholders of said corporation
duly called and held according to the statutes of the State of West Virginia
governing the merger of corpora tions) of the stockholders representing more
than two-thirds (2/3) of the total number of the issued and outstanding shares
of capital stock of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and notarial seal on
this 31st day of October, 1967.
My commission expires: March 1, 1969.
/s/Xxxxxx Xxxxxxx
--------------------------------------
Notary Public of Raleigh
(Notarial Seal) County, West Virginia.
00
XXXXX XX XXXX XXXXXXXX,
XXXXXX XX XXXXXXX, XX:
I, Xxxxxx Xxxxxxx, a Notary Public in and for said county and state
aforesaid, do hereby certify that Xxx Xxxxxxxx, the President of Sterling
Smokeless Coal Company, a corporation, amended name of the surviving
corporation, Low Volatile Coals, Inc., on October 31, 1967, who is personally
known to me to be the same person whose name is subscribed to the foregoing
Agreement of Merger as such president, and is personally known to me to be the
president of such corporation, appeared before me this day in person and
acknowledged that he signed, sealed and delivered the said Agreement of Merger
as his free and voluntary act as such president and as the free and voluntary
act, deed and agreement of said corporation, to wit, Sterling Smokeless Coal
Company, a corporation, amended name of the surviving corporation, Low Volatile
Coals, Inc. on October 31, 1967, for the uses and purposes therein set forth,
and further acknowledged said Agreement of Merger to be the free and voluntary
act, deed and agreement of said corporation, and to have been authorized by the
board of directors of said corporation, and to have been adopted by the
affirmative votes (cast by ballot at a special meeting of the stockholders of
said corporation duly called and held according to the statutes of the State of
West Virginia governing the merger of corporations) of the stockholders
representing more than two-thirds (2/3) of the total number of the issued and
outstanding shares of capital stock of said corporation.
34
IN WITNESS WHEREOF, I have hereunto set my hand and notarial seal on
the 31st day of October, 1967.
My commission expires: March 1, 1969.
/s/Xxxxxx Xxxxxxx
------------------------------------
Notary Public of Raleigh
(Notarial Seal) County, West Virginia.
The foregoing Agreement of Merger,
together with all certificates
attached thereto, was prepared by:
Xxxxx X. Xxxxx
Attorney at Law
Room 000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx
Xxxx Xxxxxx
Xxxxxxx, Xxxx Xxxxxxxx
35
STATE OF WEST VIRGINIA
CERTIFICATE
I, XXXXXX X. XXXXXX, Secretary of State of the State of West Virginia,
hereby certify that:
the foregoing AGREEMENT OF MERGER, dated the 6th day of October, 1967, duly
certified, executed, signed, sealed and acknowledged, between LOW VOLATILE
COALS, INC. and STERLING SMOKELESS COAL COMPANY, both being corporations
created, organized and existing under the laws of the State of West Virginia,
providing for a merger of STERLING SMOKELESS COAL COMPANY with and into LOW
VOLATILE COALS, INC., was duly filed in my office on the 1st day of November,
1967, as required by law, and that by virtue thereof and pursuant to the
provisions of Chapter 31, Article 1, Section 63, Code of West Virginia, 1931, as
amended, said LOW VOLATILE COALS, INC. is the continuing, resulting and
surviving corporation which changed its name in said agreement of merger to
STERLING SMOKELESS COAL COMPANY, and chief works located at Whitby, Raleigh
County, West Virginia, and shall have the right of perpetual existence unless
sooner dissolved by law.
Given under my hand and the Great Seal of the said
(G. S.) State, at the City of Charleston, this first day of
November, 1967
Xxxxxx X. Xxxxxx,
Secretary of State
