BYLAWS
OF
SILVER TREND MINING COMPANY
ARTICLE I
FISCAL YEAR
The fiscal year of this corporation shall commence on the lst day of
October and end on the 30th day of September of the year.
ARTICLE II
REGISTERED OFFICE
The registered office of this corporation shall be maintained at St.
Regis, County of Mineral, State of Montana, whose address as the Board of
Directors may from time to time change.
ARTICLE III
SHAREHOLDERS' MEETINGS
Section 1. MEETINGS OF SHAREHOLDERS: The annual meeting of shareholders
shall be held at the office of the corporation in Mineral County, Montana, on
the fourth Monday of January each year at the hour of three o'clock P.M., or at
any later date which said meeting may be adjourned; provided, however, the Board
of Directors may by resolution provide for holding such meeting of shareholders
at any other place, either within or out of the State of Montana.
Section 2. NOTICE: Notice of meetings of shareholders, whether regular
or special, shall be given to all shareholders entitled to vote at such meeting,
by mailing notice thereof at least prior to the day named for the meeting by
United States mail by postage prepaid, addressed to each shareholder at his or
her last known post office address as the same appears upon the books and
records of the corporation.
Section 3. SPECIAL MEETINGS OF SHAREHOLDERS: Special meeting of
shareholders may be called at any time by the Board of Directors if more than
eighteen (18) months shall elapse without the annual meeting of shareholders
being held, any shareholder may call such meeting to be held at the registered
office corporation.
At any time upon written request of any director or any shareholder or
shareholders holding in the aggregate one-fifth of the voting power of all
shareholders, it shall be the duty of the Secretary to call a special meeting of
the shareholders to be held at the office of the corporation at such time as the
Secretary may fix,
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not less than ten (10) nor more than thirty-five (35) days after receipt of such
request; and if the Secretary shall neglect or refuse to issue such call, the
director or shareholder or shareholders making the request may do so.
Section 4. ADJOURNMENTS: Any adjournment or adjournments of any annual
or special meeting of shareholders may be taken without a new or further notice
being given.
Section 5. NOTICE OF MEETINGS: Notice of the time, place and purpose of
any meeting may be waived by the written assent of the shareholders entitled to
notice, filed with or entered upon the records of the meeting, either before or
after the holding thereof.
Section 6. QUORUM: A majority of the issued and outstanding shares of
stock of the corporation shall constitute a quorum at all shareholders'
meetings.
Section 7. PRESIDING OFFICERS: The President of the corporation, or in
his absence or inability to act, the Vice President, shall preside at all
meetings of the shareholders.
The Secretary of the corporation shall act as secretary of all
shareholders' meetings.
Section 8. ORDER OF BUSINESS: The order of business at the annual
meeting of shareholders shall be:
1. Call to order by the President.
2. Appointment of a committee on credentials and examination of
proxies.
3. Roll call and report of committee on credentials and proxies.
4. Reading of minutes of last annual and any special meetings of
shareholders and directors.
5. Reports of officers and committees.
6. Unfinished .business.
7. New business
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8. Election of directors.
So far as applicable, the foregoing order of business shall be followed
at all special meetings of shareholders.
ARTICLE IV.
DIRECTORS
Section 1. NUMBER AND QUALIFICATIONS OF DIRECTORS: The business and
affairs of this corporation shall be managed by a board of three (3) directors,
who shall be elected at the annual meetings of the shareholders or, at any
special meeting of the shareholders called for that purpose. Each director shall
hold office for one year, or until his successor has been elected and qualified;
provided, that the directors elected at the organization on meeting of this
corporation shall hold of office only until the next annual meeting of the
shareholders or until their successors are elected and qualified. The directors
must be shareholders of this corporation.
Section 2. DIRECTORS' MEETINGS: Within ten (10) days after their
election, the Board of Directors shall meet and organize for the election of
officers. Immediately following the election of directors, the Secretary shall
notify the directors-elect of their election and specify a time and place for
them to meet and organize. If at said meeting there shall not be a quorum
present, those present may adjourn from time to time without further notice
until a quorum is secured; provided, however, that when all of the
directors-elect shall be present or shall sign a waiver of notice, no notice of
the organization meeting shall be required.
Section 3. DUTIES OF DIRECTORS: The Board of Directors shall have the
management and control of the business of the corporation and may employ a
manager or managers and such agents, servants, and employees as it may deem
advisable or necessary to carry on the business and affairs of the corporation,
and shall fix the rates compensation of all officers, managers, agents and
employees of the corporation. All managers, agents or employees of the
corporation shall be subject to dismissal at the will of the Board of Directors.
Section 4. BOND: All managers, agents, servants or employees of the
corporation whose duties require or permit the handling of funds of the
corporation shall be required to give bond in such sum as the Board of Directors
may determine.
The Directors may delegate to the manager the power to hire and
discharge agents, servants and employees which authority shall be revocable at
will by the Board of Directors.
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Section 5. REGULAR MEETINGS: The Board of Directors may by resolutions
provide for the holding of regular meeting at stated periods, either within or
without the State of Montana, and such resolution may be revoked or annulled at
will by a similar resolution. In the event the Directors shall provide for the
holding of regular meetings, no notice of such regular meetings shall be
required so long as such resolution providing for said meetings shall continue
in effect.
Section 6. VACANCIES ON BOARD OF DIRECTORS: Whenever a vacancy shall
occur, in the Board of Directors by death or resignation or otherwise, such
vacancy shall be filled by a majority vote of remaining members, providing the
remaining members constitute a quorum. The person so selected shall hold office
until the next annual election, or until his successor is elected and qualified.
Section 7. SPECIAL MEETINGS OF DIRECTORS: Special meetings of the Board
of Directors may be held at any time upon the call of the President, or of the
Vice President, in the absence or incapacity of the President, or upon the call
of: two or more directors. Notice of such special meetings, stating the time,
place and purposes of the meeting, unless expressly waived in writing, shall be
given by the Secretary or by the Directors calling the same, by mail or
telegraph, to each director, at his usual business address, at least three (3)
days prior to said meeting and shall specify the purposes of said meeting.
Special meetings of the Board of Directors may be held either within or
without the State of Montana, as the Board of Directors may by resolution
determine.
Section 8. QUORUM: Two or more shall constitute a quorum of the
directors at all meetings, regular or special. In the absence of a quorum at any
meeting of the Board of Directors, the director or directors present may adjourn
the meeting from time to time until a quorum is obtained. Any meeting may be
adjourned from time to time by a vote of the members present, without the
necessity of new or additional notice. No business except adjournment shall be
transacted in the absence of a quorum.
Section. 9. ORDER OF, BUSIINESS OF DIRECTORS' MEETING: The order of
business at each meet meeting of the Board of Directors shall be as follows:
1. Roll Call.
2. Reading of minutes of last meeting.
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3. Reports of officers. committees and employees.
4. Unfinished business.
5. New business.
Section 10. EXECUTIVE COMMITTEE: The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate two or more of its number to
constitute an executive committee and to prescribe the authority and duties of
said executive committee. Said executive committee shall have and exercise the
authority of the Board of Directors in the management of the business of the
corporation.
ARTICLE V
OFFICERS
Section 1. OFFICERS AND QUALIFICATIONS: The officers of this corporation
shall consist of a President, Vice President, Secretary and Treasurer, each of
whom shall be elected by the Board of Directors. All officers except the
Secretary shall be chosen from the directors. The Secretary may or may not be a
director. Any two of the offices of Vice President, Secretary and Treasurer may
be combined in one person.
The Directors of this corporation may appoint such assistant secretaries
and assistant treasurers as they deem necessary to carry out the functions of
this corporation, and such assistants shall hold office at the pleasure of the
Board.
Section 2. TERM OF OFFICE: All officers shall hold office for one (1)
year, or until their successors are chosen and qualified; provided however, that
any officer, except directors, shall be removable at any time by a majority vote
of the direct directors.
Section 3. VACANCIES IN OFFICE. In the event of the death, resignation
or removal of any officer of the corporation, the Board of Directors shall fill
the vacancy.
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ARTICLE VI
DUTIES OF OFFICERS
Section 1. PRESIDENT: The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He may sign, with the Secretary
or any other proper officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and.execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 2. VICE PRESIDENT: In the absence of the President or in event
of his death, inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting shall have all the powers of and be
subject to all the restriction upon the President. The Vice President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
Section 3. SECRETARY: The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provision so these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents of which on behalf of the
corporation under its seal is duly authorized; (d) keep a register of the post
office address of each shareholder which shall be furnished to the Secretary by
such shareholder; (e) have general charge of the stock transfer books of the
corporation; and (f) in general perform all duties incident to the office of
Secretary and such other duties from time to time may be assigned to him by the
President or by the Board of Directors.
Section 4. TREASURER: if required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be
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responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article V of these Bylaws; and (b) in general perform all
of the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors.
ARTICLE VII
STOCK CERTIFICATE
The following shall be the form of stock certificate to be issued to all
subscribers of the capital stock of the corporation:
ARTICLE VIII
SEAL
The imprint made hereon is the imprint of the seal adopted as the official
seal of the corporation:
ARTICLE IX
STOCK TRANSFERS
Section 1. METHOD OF TRANSFER: The stock of this corporation shall be
assignable and transferable only upon the books of the corporation, subject to
the restrictions and provisions of the State of Montana. All signatures and
endorsements on said stock must be guaranteed by a national or state bank.
Section 2. SHAREHOLDERS' REGISTER: A book shall be provided in which
shall be entered the names and addresses of the shareholder of the corporation,
the number of shares held by each, the time when such person became a
shareholder, and also all transfers and assignment of shares, stating the time
when made, the number of shares, and to whom the same was transferred.
ARTICLE X
LOST CERTIFICATE
Lost certificates may be replaced, as may now be provided or hereinafter
provided by the laws of the State of Montana or the Board of Directors may
consent to the replacing of a lost certificate, but only after the owner of said
certificate provided proof of ownership satisfactory to said Board and files
with said corporation a surety bond in such sum as the directors may deem
sufficient to indemnify the said corporation from possible loss.
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ARTICLE XI
AMENDMENTS
METHOD: Amendments to these Bylaws may be repealed or new Bylaws adopted
at any annual meet without notice or any special meeting of the shareholders
called for that purpose by a vote representing two-thirds of the allotted shares
or by the written consent, duly acknowledged in the same manner as conveyances
of real estate are required by law to be acknowledged, of the holders of
two-thirds of the issued shares which consent may be in one or more instruments,
or amendments to these Bylaws may be made, existing Bylaws may be repealed or
new Bylaws may be adopted at any meeting the Board of Directors of this
corporation called for that purpose; however, this power may be revoked by
two-thirds vote at the annual or specially called meeting of the shareholders of
this corporation.
RESOLUTION OF ADOPTION
The foregoing code of Bylaws is hereby adopted by the undersigned, being
all of the shareholders or persons entitled to shares in said corporation, this
1st day of October, 1968
/s/ Dean Lewis
Dean Lewis
/s/ Carl Westfall
Carl Westfall
/s/ Martin Thompson
Martin Thompson
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