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Title: |
Articles of Incorporation |
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Date: |
2000 |
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$37 |
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#1325819 |
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ARTICLES OF INCORPORATION
-30-
<PAGE> 2
Filing No. 155083 DOMESTIC
UNITED STATES OF AMERICA
[STATE OF WASHINGTON SEAL]
I, VICTOR A. MEYERS, Secretary of State of the State of Washington, do hereby
certify that
AMENDED
ARTICLES OF INCORPORATION
OF THE
METALINE CONTACT MINES
(Changing Registered Office to 1017 Paulsen Bldg., Spokane; making time of
existence perpetual; amending purposes; repealing Articles IV and V and adding
Article IX, and increasing capital to $1,000,000.00) a Domestic Corporation, of
Spokane, Washington, was, on the 24th day of July, A.D. 1961, at 1:35 o'clock
P.M., filed for record in this office and now remains on file herein.
[STATE OF WASHINGTON SEAL] IN TESTIMONY WHEREOF, I have hereunto set
my hand and affixed hereto the Seal
of the State of Washington. Done at
the Capitol, at Olympia, this 24th day
of July, A.D. 1961.
/s/ VICTOR A. MEYERS
----------------------------------------
VICTOR A. MEYERS, SECRETARY OF STATE
By /s/ (MRS.) JEAN. C. DUNKER
----------------------------------------
ASSISTANT SECRETARY OF STATE.
-31-
<PAGE> 3
APPROVED
AS TO FORM AND FILED
JULY 24, 1961
VICTOR A. MEYERS
SECRETARY OF STATE
BY /s/ JEAN DUNKER
----------------------------
ASSISTANT SECRETARY OF STATE
CERTIFICATE OF
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
AND TO INCREASE THE CAPITAL STOCK OF
METALINE CONTACT MINES
A WASHINGTON CORPORATION
The undersigned, CHARLES E. SCHWAB, the President, and R. C. LYONS, the
Secretary, of METALINE CONTACT MINES, a corporation organized and existing
under and by virtue of the laws of the State of Washington, with its principal
office at Spokane, County of Spokane, State of Washington, do hereby certify
that at a special meeting of the stockholders duly held pursuant to the By-Laws
on Friday, May 5, 1961, at 2:00 o'clock P.M., at which meeting 46,650 shares of
the preferred stock out of a total of 54,750 shares of preferred stock issued
and outstanding, and 2,271,500 shares of common stock out of a total of
2,344,001 shares of common stock issued and outstanding, having voting power,
was represented at the meeting, either in person or by proxy, and at which
meeting the preferred stockholders and common stockholders voted separately and
more than two-thirds of each class of stock voted in favor of resolutions to
amend the Articles of Incorporation and increase the capital stock as follows:
ARTICLE II.
That Article II of the Articles of Incorporation, which reads as follows:
That the Principal place of business of the said corporation shall be in
the city of Spokane, State of Washington.
be amended to read as follows:
The location and post office address of the registered office of the
company in the State of Washington shall be at 1017 Paulsen Building,
Spokane 1, Washington.
-1-
<PAGE> 4
ARTICLE III.
That Article III of the Articles of Incorporation, as amended, which reads
as follows:
The capital stock of said corporation shall be the sum of $387,500.00
divided into 2,750,000 shares of common stock of the par value of five (5)
cents each, and 250,000 shares of preferred stock of the par value of one
($1.00) dollar each.
be amended to read as follows:
The capital stock of this corporation shall be the sum of $1,000,000.00
consisting of 20,000,000 shares of common stock of the par value of 5
(cents) each. The corporation shall issue 1,095,000 shares of its new
common stock above provided for in exchange for the presently outstanding
54,750 shares of preferred stock of the par value of $1.00 per share, with
dividend arrearages, on the basis of 20 shares of new common stock for
each share of preferred stock.
ARTICLES IV AND V.
That Articles IV and V of the Articles of Incorporation be repealed, which
Articles in consecutive order read as follows, to-wit:
ARTICLE IV. That of the said shares Two Hundred and Fifty Thousand
(250,000), shall be Cumulative Preferred shares.
ARTICLE V. That the preference rights attaching to the above Preferred
shares shall be:
(a) That they shall be preferred as to dividends, cumulatively, at the
rate of Seven Per Cent per annum from date of issue.
(b) That in the event of liquidation of the Company that shall be
preferred as to the full amount of principal and accumulated and unpaid
dividends.
(c) This Preferred Stock shall be subject to call by the Company upon
thirty days advertised notice any time after January 1st, 1932 at One
Dollar and Ten Cents per share plus any unpaid dividends.
-2-
<PAGE> 5
ARTICLE VI.
That Article VI of the Articles of Incorporation, which reads as follows:
The term of existence of this corporation shall be Fifty Years.
be amended to read as follows:
This corporation shall have perpetual existence.
ARTICLE VII.
That Article VII of the amended Articles of Incorporation, which reads as
follows:
The number of trustees of this corporation shall be five (5), and any
vacancy in the Board may be filled by the majority vote of the acting
trustees, such appointment to be valid until the next annual meeting of
the Company.
be amended to read as follows:
The number of trustees of this corporation shall be five (5), and any
vacancy in the Board may be filled by the majority vote of the acting
trustees, such appointment to be valid until the next annual meeting of
the Company.
In furtherance and not in limitation of the powers conferred by statute
the Board of Trustees is expressly authorized:
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