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EXHIBIT 3(ii)
BY-LAWS
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AMENDED BY-LAWS
OF
METALINE CONTACT MINES
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETING The Annual Meeting of Stockholders shall be at
the principal office of the Corporation, or at such other places as the Board of
Directors may from time-to-time determine, in the 1st day of May, of each year,
at 10:00 a.m. (local time) of that day. If the day so designated falls upon a
Sunday or a legal holiday, then the meeting shall be held upon the first
business day thereafter. The Secretary shall serve personally, or by mail, a
written notice thereof, not less than ten (10) days, nor more than fifty (50)
days previous to such meeting, addressed to each stockholder, at his address as
it appears on the stock book; but at any meeting at which all stockholders shall
be present, or of which all stockholders not present have waived notice in
writing, the giving of notice as above required may be dispensed with.
SECTION 2. SPECIAL MEETINGS. Special Meetings, other than those
regulated by statute, may be called at any time by a majority of the Directors.
Notice of such meeting, stating the purpose which it is called, shall be served
personally or by mail, not less than ten (10) days before the date set for such
meeting. If mailed, it shall be directed to a stockholder at his address as it
appears on the stock book; but at any meeting at which all stockholders shall be
present, or of which stockholders not present have waived notice in writing, the
giving of notice as above described may be dispensed with. The Board of
Directors shall also, in a like manner, call a special meeting of stockholders
whenever so requested in writing by stockholders representing not less than
fifty percent (50%) of the outstanding capital stock of the Corporation. The
President may in his discretion call a special meeting of stockholders upon ten
(10) days notice. No business other than that specified in the notice for the
meeting shall be transacted at any special meeting of stockholders, except upon
unanimous consent of all stockholders entitled to notice thereof
SECTION 3. VOTING. At all meetings of the stockholders of record having
a right to vote, each stockholder of the Corporation is entitled to one (1) vote
for each share of stock having voting power standing in the name of such
stockholder on the books of the Corporation. Votes may be cast in person or by
written authorized proxy.
SECTION 4. PROXY. Each proxy must be executed in writing by the
stockholder of the Corporation, or his duly authorized attorney. No proxy shall
be valid after the expiration of eleven (11) months from the date of its
execution unless it shall have specified therein its duration.
Each proxy shall be revocable at the discretion of the person executing
it or his personal representative or assigns
SECTION 5. QUORUM. The presence in person, or by proxy, of the majority
of the holders of the stock issued and outstanding entitled to vote shall be
necessary to constitute a quorum at all meetings of the stockholders for the
transaction of business, but a lesser number may adjourn to some future time by
giving at least five (5) days written notice to each stockholder entitled to
vote who was absent from such meeting
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ARTICLE II
DIRECTORS
SECTION 1. NUMBER. The affairs and business of this Corporation shall be
managed by a Board of Directors composed of not less than three (3), nor more
than ten (10), members who need not be stockholders of record. None of the
Directors need to be a resident of the State of Idaho.
SECTION 2. HOW ELECTED. At the Annual Meeting of Stockholders, the
persons receiving a majority of the votes cast shall be Directors, and shall
constitute the Board of Directors for the ensuing year.
SECTION 3. TERM OF OFFICE. The term of office of each of the Directors
shall be one (1) year, and thereafter until his successor has been elected.
SECTION 4. DUTIES. The Board of Directors shall have control and general
management of the affairs and business of the Corporation. Such Directors shall
in all cases act as a Board, regularly convened by a majority, and they may
adopt such rules and regulations for the conduct of their meetings, and the
management of the Corporation, as they may deem proper, not inconsistent with
the By-Laws and the laws of the State of Idaho.
SECTION 5. DIRECTORS' MEETINGS. Regular meetings of the Board of
Directors shall be held immediately following the regular Annual Meeting of
Stockholders, and quarterly at such other tunes as the Board of Directors may
determine. Special meetings of the Board of Directors may be called by the
President at any time, and shall be called by the President or the Secretary
upon written notice of two (2) Directors.
SECTION 6. NOTICE OF MEETINGS. Notice of meetings, other than the
regular annual meeting, shall be given by service upon each Director in person,
or by mailing to him at his last known post office address, at least three (3)
days before the day therein designated for such meeting, including the day of
mailing, or by written or printed notice thereof specifying the time and place
of such meeting, and the business to be brought before the meeting, and no
business other than that specified in such notice shall be transacted at any
special meeting. At any meeting at which every member of the Board of Directors
shall be present, although held without notice, any business may be transacted
which might have been transacted if the meeting had been duly called.
SECTION 7. TELEPHONIC MEETINGS. Meetings may be held by telephone
conference call so long there is a quorum present and all of the Directors
present at such meeting or meetings are able to interact with each other, and
the minutes and/or resolutions of the business transacted at such meeting or
meetings is signed by all of the Directors present.
SECTION 8. VOTING. At all meetings of the Board of Directors, each
Director is to have one (1) vote, irrespective of the number of shares of stock
in the Corporation he may hold. The act of a majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.
SECTION 9. VACANCIES. Vacancies in the Board of Directors occurring
between Annual Meetings of Stockholders shall be filed for the unexpired portion
of the term by a majority of the remaining Directors.
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SECTION 10. REMOVAL OF DIRECTORS. Any one or more of the Directors may
be removed either with or without cause, at any time, by a vote of the
stockholders holding a majority of the stock, at any special meeting called for
the purpose.
SECTION 11. WAIVER OF NOTICE. Whenever by statute, the provisions of the
Articles of Incorporation, or these By-Laws, the stockholders, or the Board of
Directors, are authorized to take any action after notice, such notice may be
waived in writing, before or after the holding of the meeting, by the person or
persons entitled to such notice or, in the case of a stockholder, by his
attorney thereto authorized.
SECTION 12. QUORUM. At any meeting of the Board of Directors, a majority
of the Board shall constitute a quorum for the transaction of business; but in
the event of a quorum not being present, a less number may adjourn the meeting
to some future time, not more than ten (10) days later.
SECTION 13. EXECUTIVE COMMITTEE. There may be appointed by the Board of
Directors an executive committee comprised of not less than two (2) nor more
than three (3), whom shall include the President, and who shall meet when deemed
necessary, to have and exercise all of the powers of the whole Board of
Directors in the general management of the business affairs of the Corporation,
and to have and exercise such further powers as from time-to-time may be
designated to it by the whole Board of Directors.
ARTICLE III
OFFICERS
SECTION 1. NUMBER. The officers of this Corporation shall be as follows:
President
One or more Vice Presidents
Secretary
Treasurer
Then, any two (2) of said Officers, except the Presidency, may be
combined.
SECTION 2. ELECTIONS. All officers of the Corporation shall be elected
annually by the Board of Directors at its annual meeting held immediately after
the Annual Meeting of Stockholders, and shall hold office for a term of one (1)
year, or until their successors are duly elected. The President must be a
Director, but the other officers need not be Directors.
The Board may appoint such other officers, agents and employees as it
shall deem necessary, who shall have such authority and shall perform such
duties as from time-to-time shall be prescribed by the Board of Directors.
SECTION 3. DUTIES OF OFFICERS. The duties and powers of the officers of
the Corporation shall be as follows:
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PRESIDENT
The President shall preside at all meetings of the Board of Directors
and stockholders.
He shall present at each Annual Meeting of Stockholders and Directors a
report of the condition of the business of the Corporation.
He shall cause to be called regular and special meetings of the
stockholders and Directors in accordance with these By-Laws.
He shall appoint and remove, employ and discharge, and fix the
compensation of all servants, agents, employees, and clerks of the Corporation
other than the duly appointed officers, subject to the approval of the Board of
Directors.
He shall sign and make all contracts and agreements in the name of the
Corporation.
He shall see that the books, records, statements, and certificates
required by the statutes are properly kept, made and filed according to law.
VICE PRESIDENT
During the absence or inability of the President to render and perform
his duties or exercise his powers as set forth in these By-Laws, or in the act
under which this Corporation is organized, the same shall be performed and
exercised by the Vice President; and when so acting, he shall have all the
powers and be subject to all the responsibilities hereby given to or imposed
upon such President.
SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the stockholders in appropriate books.
He shall give and serve all notices of the Corporation.
He shall be custodian of the records, and of the seal, and affix the
latter when required.
He shall keep the stock and transfer books in the manner prescribed by
law, so as to show at all times the amount of capital stock, the manner and the
time the same was paid in, the names of the owners thereof, alphabetically
arranged, their respective places of residence, their post office addresses, the
number of shares owned by each, the time at which each person became such owner,
and the amount paid thereof; and keep such stock and transfer books open daily
during business hours at the office of the Corporation subject to the inspection
of any stockholder of the Corporation, and permit such stockholder to make
extracts from said books to the extent and as prescribed by law.
He shall sign all certificates of stock.
He shall present to the Board of Directors at their annual meetings all
communications addressed to him officially by the President or any officer or
stockholder of the Corporation.
He shall attend to all correspondence and perform all the duties
incident to the office of Secretary.
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TREASURER
The Treasurer shall have the care and custody of, and be responsible
for, all the funds and securities of the Corporation, and deposit all such funds
in the name of the Corporation in such banks as the Board of Directors may
designate.
He shall sign, make, and endorse in the name of the Corporation, all
checks, drafts, warrants and orders for the payment of money, and pay out and
dispose of same and receipt therefor, under the direction of the President or
the Board of Directors.
He shall exhibit at all reasonable times his books and accounts to any
Director or stockholder of the Corporation upon application at the office of the
Corporation during business hours.
He shall render a statement of the condition of the finances of the
Corporation at each regular meeting of the Board of Directors, and at such other
times as shall be required of him, and a full financial report at the Annual
Meeting of Stockholders.
He shall keep at the office of the Corporation correct books and
accounts of all its business and transactions, and such other books of account
as the Board of Directors may require.
He shall do and perform all duties appertaining to the office of
Treasurer.
SECTION 4. BOND. The Treasurer shall, if required by the Board of
Directors, give to the Corporation such security for the faithful discharge of
his duties as the Board of Directors may direct.
SECTION 5. VACANCIES, HOW FILLED. All vacancies in any office, shall be
filled by the Board of Directors without undue delay, at its regular meeting or
at a meeting specially called for that purpose. In the case of the absence of
any officer of the Corporation, or for any reason that the Board of Directors
may deem sufficient, the Board of Directors may, except as specifically
otherwise provided in these By-Laws, delegate the powers or duties of such
officers to any other officer or Director for the time being, provided a
majority of the entire Board of Directors concur therein.
SECTION 6. COMPENSATION OF OFFICERS. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
SECTION 7. REMOVAL OF OFFICERS. The Board of Directors may remove any
officer by a majority vote, at any time with or without cause.
ARTICLE IV
CERTIFICATES OF STOCK
SECTION 1. DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock
shall be numbered and registered in the order in which they are issued. They
shall be bound in a book and shall be issued in consecutive order therefrom, and
in the margin thereof shall be entered the name of the person owning the shares
therein represented, with the number of shares and the date thereof. Such
certificates shall exhibit the holder's name and the number of shares. They
shall be signed by the President or Vice President, and countersigned by the
Secretary or Treasurer, and sealed with the seal of the Corporation.
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SECTION 2. TRANSFER OF STOCK. The stock of the Corporation shall be
assignable and transferable on the books of the Corporation only by the person
in whose name it appears on said books, his legal representative, or his
authorized agent. In case of transfer by attorney, the power of attorney, duly
executed and acknowledged, shall be deposited with the Secretary of the
Corporation. In all cases of transfers, the former certificate must be
surrendered up and cancelled before a new certificate be issued. No transfer
shall be made upon the books of the Corporation within ten (10) days next
preceding the Annual Meeting of Stockholders.
SECTION 3. LOST CERTIFICATES. if a stockholder shall claim to have lost
or destroyed a certificate or certificates issued by the Corporation, the Board
of Directors may direct at its discretion, a new certificate or certificates
issued, upon making of an affidavit of that act by the person claiming the
certificate of stock to be lost or destroyed, and upon the deposit of a bond or
other indemnity in such form and with such sureties if any as the Board of
Directors may require.
ARTICLE V
CORPORATE SEAL
SECTION 1. SEAL. Seal of the Corporation shall be the following:
ARTICLE VI
DIVIDENDS
SECTION 1. WHEN DECLARED. The Board of Directors shall vote to declare
dividends from the surplus profits of the Corporation whenever, in their
opinion, the condition of the Corporation's affairs will render it expedient for
such dividends to be declared.
SECTION 2. RESERVE. The Board of Directors may set aside out of the net
profits of the Corporation available for dividends, such sum or sums, before
payment of any dividends, as the Board of Directors, in their absolute
desecration think proper, as a reserve fluid to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purposes as the Directors think conducive to the
interests of the Corporation, and they may abolish or modify any such reserves
in the manner in which it was created.
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ARTICLE VII
BILLS, NOTES, ETC.
SECTION 1. HOW MADE. All bills, payables, notes, checks, drafts,
warrants, or other negotiable instruments of the Corporation shall be made in
the name of the Corporation, and shall be signed by the Secretary or Treasurer,
and countersigned by the president or Vice President. No officer or agent of the
Corporation, either singly or jointly with others, shall have the power to make
any bills, payables, notes, checks, drafts or warrants, or other negotiable
instruments, or endorse the same in the name of the Corporation, or contract or
cause to be contracted, any debt or liability in the name or on behalf of the
Corporation, except as herein expressly prescribed and provided.
ARTICLE VIII
AMENDMENTS
SECTION 1. HOW AMENDED. These By-Laws may be altered, amended, repealed,
or added to by the vote of the Board of Directors of this Corporation at any
regular meeting of said Board, or at a special meeting of the Board of Directors
called for that purpose, provided a quorum of the Directors as provided by law
and by the Articles of Incorporation are present at such regular or special
meeting. These By-Laws, and any amendments thereto and the new By-Laws added by
the Directors may be amended, altered or replaced by the stockholders at any
annual or special meeting of the stockholders.
ARTICLE IX
FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of this Corporation shall begin
on the first of each year and end on December 31st of each year.
ARTICLE X
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. INDEMNIFICATION. Except as hereinafter stated otherwise, the
Corporation shall indemnify all of it's officers and Directors, past, present
and future, against any and all expenses incurred by them, and each of them,
including, but not limited to, legal fees, judgements and penalties which may be
incurred, rendered or levied in any legal action brought against any or all of
them for or on account of any act or omission alleged to have been committed
while within the scope of their duties as an officer or Director of this
Corporation; and upon receipt of written notice by the President or Chairman of
the Board of Directors from any officer or Director, past, present, or future,
indicating that such officer or Director has incurred or may incur expenses in
connection with any legal action brought or about to be brought against him or
them for or on account of any such act or omission, the Board of Directors, at
it's next regular or special meeting, shall determine in good faith, and shall
record as a part of the minutes of said meeting its determination, whether or
not such act or refusal to act of any officer or Director was willful, grossly
negligent, fraudulent, or with criminal intent; and in the event the Board of
Directors shall determine in good faith that such act or refusal to act was not
willful, grossly negligent, fraudulent, or with criminal intent with respect to
the matter involved in the action or contemplated action, then this Corporation
shall indemnify such officer or Director in the manner hereinabove set forth and
such indemnification shall be mandatory, provided, however, that no such
indemnification shall be available in
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the event the said officer or Director to whom indemnification would otherwise
have been applicable shall have unreasonably refused to permit the Corporation,
at it's own expense and through counsel of its own choosing to defend him in the
said action.
The above and foregoing By-Laws were adopted unanimously by the Board of
Directors of METALINE CONTACT MINES at a Special Meeting held at it's office in
Murray, Idaho, on the 15th day of November, 1999.
METALINE CONTACT MINES
By: /s/ JOHN W. BEASLEY
--------------------
John W. Beasley
Secretary
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B Y - L A W S
of
METALINE CONTACT MINES
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BY-LAW NO. I.
No indebtedness constituting or purporting to constitute a lien upon any
of the property of the company shall be valid unless the same is approved in
writing by the President, Vice-President and Secretary of the corporation.
BY-LAW NO. II.
The annual meeting of the corporation shall be held at the Company's
office at ten o'clock, A. M. on the second Monday in May, upon written notice
to all stockholders of record deposited in the mails at Spokane, Washington, at
least two weeks prior to the said meeting, addressed to all registered
stockholders at their address of record.
BY-LAW NO. III.
A special or extraordinary meeting of the stockholders may be called at
any time by a majority of the Board of Trustees upon like written notice to the
stockholders.
BY-LAW NO. IV.
These by-laws may be amended at any regular or special meeting of the
stockholders by a majority vote of the stockholders there represented;
provided, however, that the proposal so to amend the by-laws shall be
incorporated in the notice given to the stockholders of such meeting.
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BY-LAW NO. V.
Regular meetings of the Board of Trustees of the Company shall be held on
the first Monday of each month at the office of the Company or at such other
time as the Board of Trustees shall direct. A special meeting may be called by
the President or any two Directors by giving three (3) days' notice to each
director. A majority of the directors shall constitute a quorum. The directors
shall have the general management and control of the business and affairs of
the Company and shall exercise all the powers that may be exercised or
performed by the corporation, under the statutes, the certificate of
incorporation, and the by-laws.
BY-LAW NO. VI.
In case of the death, disability, resignation or otherwise of one or more
of the officers or directors, the remaining directors, although less than a
quorum, shall fill the vacancies of the unexpired term.
BY-LAW NO. VII.
The officers of this Company shall consist of a president, a
vice-president and a secretary, and such other officers as shall from time to
time be chosen or appointed.
BY-LAW NO. VIII.
The president shall preside at all meetings of the directors and
stockholders and shall have general charge of and control over the affairs of
the corporation subject to the Board of Trustees.
BY-LAW NO. IX.
The Vice-President shall perform such duties as may be assigned to him by
the Board of Trustees. In case of the death, disability or absence of the
President, he shall perform and be vested with all of the duties and powers of
the President.
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BY-LAW NO. X.
The Secretary shall countersign all certificates of stock of the Company.
He shall keep a record of the minutes of the proceedings of meetings of
stockholders and directors, and shall give notice as required in these by-laws
of all such meetings. He shall have custody of all books, records, and papers
of the Company.
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