<PAGE> 1
EXHIBIT 3(i)
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:
To make and repeal or alter the by-laws of this corporation with the
exception of provisions of the by-laws regarding qualifications of the
trustees, classification of the trustees or the term of office or
compensation of the trustees.
To cause to be executed mortgages and liens upon the real and personal
property of this corporation.
To set apart out of the net profits arising from the business of this
corporation a reserve or reserves for any proper purpose, or to abolish
any such reserve in the same manner in which it was created.
By resolution passed by a majority of the whole Board to designate two or
more trustees to constitute an executive committee which, to the extent
and time provided for in such resolution, shall have and exercise the
authority of the Board of Trustees in connection with the management of
the business of the corporation.
-3-
<PAGE> 6
ARTICLE VIII.
That Article VIII of the Articles of Incorporation be amended to read as
follows:
The purposes for which this corporation is formed are:
To acquire by appropriation, discovery, location, lease, license, grant,
bond, option, devise, purchase, agreement, or otherwise, and to hold, own,
possess, enjoy, develop, mine, work, operate and exploit mineral deposits
of gold, silver, lead, zinc, copper, antimony, cadmium, and any other
minerals and any other lode or placer mines or deposits, tunnels, mining
and tunneling property, and any right, title or interest therein, and also
such lands, mills, mill sites, tunnel sites, buildings, construction
plants, appliances, equipments, fixtures, machinery, discoveries,
improvements, inventions, patents, patent rights, dumps and dump rights,
ditches, flumes, pipes and pipe lines, reservoirs, water, ditch and
reservoir rights or priorities, railways, tramways, right-of-way
easements, appurtenances, privileges, franchises and other property
rights, real or personal, as may be deemed by the Trustees for the time
being of said corporation to be necessary or desirable for the practical
working, development, mining, exploration or enjoyment of all or any of
the corporation's property, acquired or to be acquired.
To purchase, construct, lease or otherwise acquire, operate, maintain, and
repair milling, concentration, reduction, smelting, refining works for the
treatment, reduction, smelting, or refining, for hire or otherwise, of
metalliferous or other ores and the extraction or concentration of the
metals or minerals contained therein.
To purchase, erect, lease or otherwise acquire, maintain and operate
buildings, machinery, constructions, works and plants for the sampling and
treatment of metalliferous or other ores. To buy, reduce, smelt, mill,
sell and generally deal in all kinds of ores, concentrates, tailing, mill
or smelter products, bullion, metals and minerals, either on its own
account or on commission or otherwise for other persons or corporations.
To acquire by appropriation, locations, lease, contract, grant, purchase,
conveyance or otherwise, and to own, hold, possess and enjoy any right,
title or interest in or to any lands, tenements, hereditaments,
appurtenances, mill sites, water or ditch rights, rights-of-way,
franchises, easements, or other property, real or personal, incident,
necessary or
-4-
<PAGE> 7
desirable in the operation of milling plants or machinery for the smelting,
reducing, refining or treatment of ores or minerals, or the extraction of any
ore or mineral therefrom or from any object of operation referred to herein.
To purchase, construct, lease or otherwise acquire and operate and maintain
buildings, constructions, flumes, machinery, appliances, equipments, fixtures,
easements, and appurtenances for generating electricity for lighting and the
distribution of power and for other purposes.
To acquire by appropriation, location, purchase, lease or otherwise, water and
water rights, ditches and ditch rights, and water priorities and apply the same
to beneficial uses, and to purchase or construct, operate and maintain ditches
and flumes for the distribution of water for irrigation, sanitary, domestic and
other uses.
To maintain transmission lines for the purpose of distributing electricity; to
furnish electricity for power and lighting purposes; to sell, deliver and
distribute the same and to maintain, equip, hold, own, possess and enjoy all
appliances incident or necessary thereto.
To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell,
assign and transfer, or otherwise dispose of, to invest, trade, deal in and
deal with goods, wares, and merchandise, and real and personal property of
every class and description.
To acquire the property rights and assets of other corporations and to pay for
the same in either cash, stocks, bonds or debentures or other evidence of
indebtedness of this corporation and in connection with such acquisitions to
undertake or assume the whole or any part of the obligations or liabilities of
any person, firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage, or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses, and privileges, inventions,
improvements, and processes, copyrights, trade-marks and trade names, relating
to or useful in connection with any business of this corporation.
To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of shares of the capital stock of, or any bonds, securities
or evidence of indebtedness created by any other corporation or corporations
organized under the laws of this state or any other state, country, nation, or
government, and while the owner thereof to exercise all the rights, powers and
privileges of ownership.
-5-
<PAGE> 8
To issue bonds, debentures, or obligations of this corporation from time
to time, for any of the objects or purposes of the corporation, and to
secure the same by mortgage, pledge, deed of trust, or otherwise.
To purchase, hold, sell, and transfer the shares of its own capital stock;
provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of
its capital; and provided, further, that shares of its own capital stock
belonging to it shall not be voted directly or indirectly.
To have one or more offices, to carry on all or any of its operations and
business and without restriction or limit as to amount, to purchase or
otherwise acquire properties by issuance of its stock or by the transfer
of other properties or by cash payment, and to hold, own, mortgage, sell,
convey, or otherwise dispose of real and personal property of every class
and description in any of the States, Districts, Territories, colonies or
possessions of the United States, and in any and all foreign countries,
subject to the laws of such State, District, Territory, Colony, Possession
or Country.
In general, to carry on any other business in connection with the
foregoing, whether manufacturing or otherwise, and to have and exercise
all the powers conferred by the laws of Washington upon corporations
formed under the laws of said State, and to do any or all of the things
hereinbefore set forth to the same extent as natural persons might or
could do.
The foregoing clauses shall be construed both as objects and powers; and
as in furtherance of and not in limitation of the general powers conferred
by the State of Washington; and it is hereby expressly provided that the
foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the powers of the corporation.
ARTICLE IX.
That Article IX be added to the Articles of Incorporation reading as
follows:
The existing stockholders shall have no preemptive or other right over
other persons to subscribe for or purchase additional or increase
-6-
<PAGE> 9
stock in this corporation in proportion to their respective holdings
of the original stock.
IN WITNESS WHEREOF the said METALINE CONTACT MINES, a corporation, has
caused these presents to be executed by its president, and the corporate seal to
be affixed, and attested by its secretary this 13 day of July, 1961.
METALINE CONTACT MINES
By /s/ CHARLES E. SCHWAB
--------------------------------
Its President
(CORPORATE SEAL)
ATTEST:
By /s/ R. C. LYONS
---------------------------------
Its Secretary
STATE OF IDAHO )
) ss.
County of Shoshone )
CHARLES E. SCHWAB and R. C. LYONS, being first duly sworn, on oath depose
and say:
That they are the duly elected, qualified and acting president and
secretary, respectively, of METALINE CONTACT MINES, a corporation organized and
existing under and by virtue of the Laws of the State of Washington; that they
have each read the foregoing Certificate of Articles of Amendment of the
Articles of Incorporation and to Increase the Capital Stock of Metaline Contact
Mines, executed in triplicate by said corporation on this date; and that they
are authorized as president and secretary of the corporation to execute the
same; that they know the contents thereof and certify that the same is true and
correct.
/s/ CHARLES E. SCHWAB
--------------------------------
Charles E. Schwab
/s/ R. C. LYONS
--------------------------------
R. C. Lyons
SUBSCRIBED AND SWORN TO before me this 13 day of July, 1961.
/s/ IRA A. ROBSON
--------------------------------
Notary Public in and for the State
of Idaho, residing at _____________
My Commission expires _____________
NOTARY PUBLIC RESIDING AT
KELLOGG, IDAHO
My commission expires Jan. 26, 1964
-7-
<PAGE> 10
ARTICLES OF INCORPORATION OF
METALINE CONTACT MINES.
Know all men by these presents that we, S. W. O'Brien and Edmund P. Twohy,
citizens of the United States and residents of the State of Washington,
residing at Spokane, Wash., do hereby associate ourselves together for the
purpose of forming a corporation under and by virtue of the laws of the State
of Washington, and in pursuance of that purpose we do hereby certify:
Article I.
That the name of the said corporation shall be "Metaline Contact Mines".
Article II.
That the principal place of business of the said corporation shall be in the
city of Spokane, State of Washington.
Article III.
That the capital stock of the said corporation shall be the sum of Three
Million Dollars, ($3,000,000), divided into three million shares of the par
value of ONE DOLLAR each, fully paid and non-assessable.
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.
Article VI.
The term of existence or this corporation shall be Fifty Years.
Article VII.
The number of Trustees of this corporation shall be Three, and the names of
the Trustees who shall manage the affairs of the Company during the first six
months of its existence shall be
Edmund P. Twohy, Spokane, Wash.
William P. Hopkins, Spokane, Wash.,
S. W. O'Brien, Spokane, Wash.
<PAGE> 11
Article VIII.
The purposes for which this corporation is formed are:
To carry on the business of mining, milling, concentrating, converting,
smelting, treating, preparing for market, manufacturing, buying, selling,
exchanging and otherwise producing and dealing in gold, silver, copper, lead,
zinc, brass, iron, steel and all kinds of ores, metals, minerals and other
valuable materials, and the products and byproducts thereof of every kind and
description, and by whatever process the same can be or may be hereafter
produced; and generally and without limit as to amount to buy, sell, exchange,
lease acquire and deal in lands, mines, and mineral rights and claims, and to
conduct all business appertaining thereto; to purchase, lease or otherwise
acquire mining rights, plants, machinery, tools and other properties whatever,
which this corporation may from time to time find to be to its advantage and
purposes. To mine and market any mineral or other product, which may be found in
or on such lands, and to explore, work, exercise, develop and turn to account
the same.
Further for the purpose of attaining and furthering any of its objects to do any
and all other acts and things, and to exercise any and all other powers, which a
co-partnership or natural person could do and exercise, and which, now or
hereafter, may be authorized by law.
In witness whereof we have hereunto set our hands and seals this 15th of
November, 1988.
/s/ S.W. O'BRIEN
-----------------------------------
/s/ EDMUND P. TWOHY
-----------------------------------
State of Washington
S.S.
County of Spokane.
I F.A. Garrecht, a notary public in and for said county and State do
hereby certify that on the 15th day of November, 1988, personally appeared
before me S. W. O'Brien and Edmund P. Twohy, known to me to be the identical
persons named in and who executed the foregoing instrument and acknowledged that
they and each of them signed and executed the foregoing articles of
incorporations their free and voluntary act and deed, and for the uses and
purposes therein mentioned. In witness whereof I have hereunto set my hand and
official seal the day and year in this certificate above written.
/s/ F.A. GARRECHT
------------------------------------
Notary Public in and for the State
of Washington, residing at Spokane, Wash.
<PAGE> 12
APPROVED
AND FILED
NOV - 3 1941
BELLE REEVES
SECRETARY OF STATE
By: /s/ [SIGNATURE ILLEGIBLE]
----------------------------
Assistant Secretary of State
AMENDED ARTICLES OF INCORPORATION
of
METALINE CONTACT MINES
-----------
ARTICLE III.
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) cents each, and 250,000 shares of preferred stock of the par value of
one ($1.00) dollar each.
We, the President and Secretary of Metaline Contact Mines, hereby
certify that at a meeting of the stockholders of said corporation specifically
called for that purpose Article III was amended to read as above by the vote of
the holders of more than two-thirds of the voting power of all shareholders,
cast in person or in proxy, to-wit, by a vote of 1,910,563 shares of common
stock and 17,250 shares of preferred stock out of the total stock outstanding
of 2,200,000 shares of common and 50,000 shares of preferred.
There is attached hereto as Exhibit "A" and made a part hereof a
statement of the financial condition of the corporation and the proposed
reduction will not reduce the fair value of the assets of the corporation to an
amount less than the total amount of its debts and liabilities, plus the amount
of its capital stock as so reduced.
/s/ W. HOPKINS
-----------------------------------
President
/s/ E. P. TWOHY
-----------------------------------
Secretary
<PAGE> 13
STATE OF WASHINGTON )
) ss.
COUNTY OF SPOKANE )
I, Frank Funkhouser, a notary public in and for the State of
Washington, do hereby certify that on the 31st day of October, 1941, personally
appeared before me WM. P. HOPKINS and E. P. TWOHY, known to me to be the
identical persons named in and who executed the foregoing instrument and
acknowledged that they and each of them signed and executed the foregoing
Amended Articles of Incorporation, as their free and voluntary act and deed,
for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year in this certificate above written.
/s/ GRANT FUNKHOUSER
---------------------------------------
Notary Public in and for the State
of Washington, residing at Spokane
<PAGE> 14
EXHIBIT "A"
CONDENSED BALANCE SHEET
of
METALINE CONTACT MINES
as of July 1, 1941
------
<TABLE>
<S> <C> <C>
ASSETS:
-------
Properties $1,000,000.00
Cash in Bank 283.49 $1,000,283.49
-------------
LIABILITIES:
------------
Open book account, including interest to date 5,804.70
Note 1,705.00
(interest at 6% to be added from 4/10/37)
*First Production Note 10,000.00
(interest at 6% to be added from 12/31/36)
*First Production Note 10,000.00
(interest at 6% to be added from 12/23/37)
*Second Production Note 47,000.00
(interest at 6% to be added from 12/31/36)
PREFERRED STOCK
(Authorized - 250,000 shares, par value $1 each)
Outstanding 50,000.00
Contracted to be issued, but not yet issued 30,000.00
COMMON STOCK
(Authorized - 2,750,000 shares, par value of
5 cents each)
Outstanding - 2,200,000 shares 110,000.00
Contracted to be issued, but not yet
issued - 45,000 shares 2,250.00
733,523.79 $1,000,283.49
------------
</TABLE>
SURPLUS
Principal and interest payable only from the net production, or operation, or
lease, or sale of properties.
<PAGE> 15
AMENDED ARTICLES OF INCORPORATION
of
METALINE CONTACT MINES
---
ARTICLE VII. 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.
We, the President and Secretary of Metaline Contact Mines, do hereby
certify that at a special meeting of the Board of Trustees of said corporation,
and in accordance with the written consent of all the stockholders then and
there on file with the Company, Article VII of its Articles was amended to read
as above and the undersigned directed to so certify to the Secretary of State.
/s/ S. W. O'BRIEN
----------------------------------------
President
/s/ E. P. TWOHY
----------------------------------------
Secretary
