Attached files
file | filename |
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8-K - FORM 8-K - International Coal Group, Inc. | c65177e8vk.htm |
EX-4.6 - EX-4.6 - International Coal Group, Inc. | c65177exv4w6.htm |
EX-4.3 - EX-4.3 - International Coal Group, Inc. | c65177exv4w3.htm |
EX-3.2 - EX-3.2 - International Coal Group, Inc. | c65177exv3w2.htm |
Exhibit 3.1
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL COAL GROUP, INC.
FIRST. The name of the Corporation is International Coal Group, Inc. (the Corporation).
SECOND. The registered agent and registered office of the Corporation is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware
19801.
THIRD. 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 the State of Delaware as the
same exists or may hereafter be amended.
FOURTH. The total number of shares of stock which the Corporation is authorized to issue is
ten thousand (10,000) shares of common stock, par value $0.01 per share, and ten thousand (10,000)
shares of preferred stock, par value $0.01 per share.
FIFTH. The board of directors of the Corporation is expressly authorized to adopt, alter,
amend or repeal the Bylaws of the Corporation. Unless and to the extent the Bylaws of the
Corporation shall so require, the election of directors of the Corporation need not be by written
consent.
SIXTH. A director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent
such exemption from liability or limitation thereof is not permitted under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any right or protection
of a director of the corporation hereunder in respect of any act or omission occurring prior to the
time of such amendment, modification or repeal.
SEVENTH. (a) The Corporation shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended, any person (a
Covered Person) who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a
proceeding), by reason of the fact that he or she, or a person for whom he or she is the legal
representative, is or was a director or officer of the Corporation or, while a director or officer
of the Corporation, is or was serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation or of a partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to employee benefit plans, against all liability
and loss suffered and expenses (including attorneys fees) reasonably incurred by such Covered
Person. Notwithstanding the preceding sentence, except as otherwise provided in paragraph (c) of
this Article Seventh, the Corporation shall be required to indemnify a Covered Person in connection
with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of
such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the
Board of Directors of the Corporation.
(b) The Corporation shall to the fullest extent not prohibited by applicable law pay the
expenses (including attorneys fees) incurred by a Covered Person in defending any proceeding in
advance of its final disposition, provided, however, that, to the extent required by law, such
payment of expenses in advance of the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be
ultimately determined that the Covered Person is not entitled to be indemnified under this Article
Seventh or otherwise.
(c) If a claim for indemnification (following the final disposition of such action, suit or
proceeding) or advancement of expenses under this Article Seventh is not paid in full within thirty
days after a written claim therefor by the Covered Person has been received by the Corporation, the
Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest
extent permitted by law. In any such action the Corporation shall have the burden of proving that
the Covered Person is not entitled to the requested indemnification or advancement of expenses
under applicable law.
(d) The rights conferred on any Covered Person by this Article Seventh shall not be exclusive
of any other rights which such Covered Person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
(e) The Corporations obligation, if any, to indemnify or to advance expenses to any Covered
Person who was or is serving at its request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by
any amount such Covered Person may collect as indemnification or advancement of expenses from such
other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
(f) Any repeal or modification of the foregoing provisions of this Article Seventh shall not
adversely affect any right or protection hereunder of any Covered Person in respect of any act or
omission occurring prior to the time of such repeal or modification.
(g) This Article Seventh shall not limit the right of the Corporation, to the extent and in
the manner permitted by law, to indemnify and to advance expenses to persons other than Covered
Persons when and as authorized by appropriate corporate action.
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