MASTERPIECE TECHNOLOGY GROUP INC
S-4/A, EX-3, 2000-09-26
GOLD AND SILVER ORES
Previous: MASTERPIECE TECHNOLOGY GROUP INC, S-4/A, EX-3, 2000-09-26
Next: MASTERPIECE TECHNOLOGY GROUP INC, S-4/A, EX-3, 2000-09-26




                              ARTICLES OF AMENDMENT

                                       OF

                         FORWARD ELECTRONICS CORPORATION


     Pursuant  to a  resolution  of the  shareholders,  and in  accordance  with
16-10-57 of the Utah  Business  Corporation  Act,  the  undersigned  corporation
hereby adopts the following Articles of Amendment.

<PAGE>

                                    Article I
                             Name of the Corporation
         The name of the corporation is Forward Electronics Corporation.
                                   Article II
                               Adopted Amendments

     The following  sections of the Articles of Incorporation are hereby amended
to read as follows:

        1.      Article I: Corporate Name:

                            Article I: Corporate Name

        The name of the corporation is United States Mining & Exploration, Inc.

        2.     Article III: Purposes, Section A:

     A. To engage in all aspects of designing, manufacturing,  marketing, and in
all other manners  dealing in and with gold placer mining  equipment and related
items of all kinds and  natures,  and to  acquire,  develop,  hold,  manage  and
dispose  of and to deal in and with  all  types of  personal  and real  property
necessary or  incidental  to or desirable  for such  purposes;  to engage in the
mining of gold and other precious metals and/or gemstones;  and to engage in all
other lawful businesses and purposes; and

        3.     Article VII: Initial Office and Agent:

        Article VII: Registered Agent and Office Location

        A.   The name and address of the Registered Agent of the Corporation
is:
                                         Michael S. Eldredge
                                         2880 Cochise Court
                                        Park City, Utah 84068

/S/ MICHAEL S. ELDREDGE
Michael S. Eldredge





<PAGE>



     B. The  principal  office of the  corporation  is located at 2200 West 2300
South, Salt Lake City, Utah 84119

4.  Article VII: Directors.  The first sentence is amended to read as follows:

     There shall be not less than  three,  nor more than nine  directors  on the
Board of Directors as may be determined by a resolution of  shareholders  at any
meeting called for the election of directors;  such directors  shall serve until
their successors qualify.

                                   Article III
                                Date of Adoption

     These Articles of Amendment were adopted at a meeting of Shareholders  held
on July 5, 1988 in Salt Lake City, Utah.

                                   Article IV

                               Shares Outstanding

     As of July 5, 1988 the number of shares outstanding and entitled to vote on
these Articles of Amendment was 705,442.  The Articles of Incorporation  provide
that the Articles of Incorporation  may be amended by a majority of shareholders
entitled  to vote on each such  amendment,  and that at least 1/3 of all  shares
outstanding  and  entitled to vote  (235,148)  must be present,  in person or by
proxy, to constitute a quorum sufficient to adopt any such Amendment.

                                    Article V
                                  Shares Voted

     There were 503,000 shares  present,  in person or by proxy,  at the meeting
held on July 5, 1988. on each of the amendments  set forth above,  503,000 votes
were  cast in favor  of the  amendment,  and no  votes  were  cast  against  the
amendment.

                                   Article VI
               Exchange, Reclassification or Cancellation of Stock

     The   amendments   adopted   herein  do  not  provide  for  any   exchange,
reclassification  or  cancellation  of any  shares of the  capital  stock of the
corporation.

                                   Article VII
                                 Stated Capital

     The  amendments  adopted  herein  do not alter the  stated  capital  of the
corporation.

<PAGE>

     IN WITNESS WHEREOF, these Articles of Amendment are adopted this 5th day of
July, 1988.


                                            /S/ Wm. EDWARD SKOKOS
                          Wm. Edward Skokos, President


Attest:

/S/ MICHAEL S. ELDREDGE
Michael S. Eldredge, Secretary






STATE OF UTAH       )
                    : ss.
COUNTY OF SALT LAKE )

     I,  the   undersigned,   a  Notary   Public  duly   commissioned   to  take
acknowledgements  and  administer  oaths in the State of Utah, do hereby certify
that on this day, personally appeared before me Wm. Edward Skokos and Michael S.
Eldredge,  who by me first  duly  sworn,  declare  that  they  are the  officers
authorized to execute the foregoing Articles of Amendment,  and that they signed
the articles as such and that the statements contained therein are true. WITNESS
MY HAND AND NOTARIAL SEAL this /S/ 7th day of /S/ July, 1988.

                                    /S/ L. KAY THORSEN
                                    NOTARY PUBLIC
                                    Residing at:

My Commission Expires:

/S/ MAY 20, 1989



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission