ARTICLES OF INCORPORATION
OF SILVER TREND MINING COMPANY
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, all being of
legal age, citizens of the United States of America and two of whom are
residents of the State of Montana, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under and pursuant
to the laws of the State of Montana and we do hereby certify as follows:
I.
That the name of said corporation shall be SILVER TREND MINING
COMPANY.
II.
That the purposes and objects for which said corporation is formed
are:
(a) To form a private profit-making corporation.
(b) To purchase, locate, lease, or otherwise, acquire mines, mining
claims, mining rights, and lands and any interest therein, and explore, work,
exercise, develop, and turn to account the same; to quarry, mine, smelt, refine,
dress, amalgamate, and prepare for market, ore metal and mineral substances of
all kinds, and to carry on any other operations or business which may seem
necessary, convenient, or incidental to any of the objects of the company; to
buy, sell, manufacture, and deal in minerals, plants, machinery, implements,
conveniences, provisions, and things capable of being used in connection with
the mining or other operations of this corporation, or required by workmen and
other employed by the company; to construct, carry out, maintain, improve,
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manage, work, control, and superintend, any roads, ways, railways, bridges,
reservoirs, watercourses, aqueducts, wharves, furnaces, mills, crushing works,
hydraulic works, factories, warehouses, and other works and conveniences which
may seem necessary, convenient, or incidental to any object of the company and
to contribute to subsidize, or otherwise aid or take part in any such
operations.
(c) To buy, sell, exchange, encumber, lease or transfer, or carry on any
transaction with or concerning real and personal property which will forward the
mining operation.
(d) To erect any structure, structures, or buildings necessary to carry
forward the purposes above set forth.
(e) To hire and retain workmen, laborers or any other employees
necessary for the carrying out of the proposed mining operation.
(f) To issue certificates of stock in the proposed corporation, which
will be transferable upon the approval of the Board of Directors.
(g) To enter into any financial arrangements that may be necessary to
effect. the above purposes, including but not limited to the public sale of
stock, floating of debentures, borrowing of monies, purchase of other
corporations stock, purchase of public and private debentures and such other
transactions as may appear convenient and necessary.
III.
That the location and post office address of the registered office of this
corporation and the principal place of business of this corporation sli.all be
at St. Regis, County of Mineral, State of Montana
IV.
That the term for which this corporation shall exist is forty (40) years.
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V.
The number of directors of this corporation is three (3) and the names and
addresses of the directors appointed for the first three (3) months and until
their successors are elected and qualified are:
Dean Lewis St. Regis, Montana
Carl Westfall St. Regis, Montana
Martin Thompson Kellogg, Idaho
VI.
The capital stock of this corporation shall be common stock, all of one
class, and shall be non-assessable, and in the amount of THREE HUNDRED THOUSAND
$(300,000.00) DOLLARS divided in THREE MILLION (3,000,000) SHARES of the par
value of TEN ($0.10) CENTS per share.
VII.
That the name and post office address of each of the incorporators of this
corporation, each of whom have subscribed for one hundred shares of the capital
stock of this corporation, are as follows:
Dean Lewis St. Regis,, Montana
Carl Westfall St. Regis, Montana
Martin Thompson Sunshine Star Route
Kellogg, Idaho
IN WITNESS WHEREOF, the persons named herein as incorporators have
hereunto set their hands this 7th day of September, 1968.
/s/ Dean Lewis
Dean Lewis
/s/ Carl Westfall
Carl Westfall
/s/ Martin Thompson
Martin Thompson
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STATE OF MONTANA )
) ss.
County of Mineral )
On this day of: 7th September, 1968, before me, the undersigned, a Notary
Public in and for the State of Montana, personally appeared DEAN LEWIS, CARL
WESTFALL and MARTIN THOMPSON, known to me to be the persons whose names are
subscribed to the foregoing instrument, and acknowledged to me that they
executed the same.
WITNESS MY HAND AND SEAL, the day and year in this certificate first above
written.
/S/ Sherman G. Miller
Notary Public for the State of Montana;
Residing at St, Regis, Montana
My Commission Expires
December 6, 1968
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CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
BY THE
BOARD OF DIRECTORS AND SHAREHOLDERS
Pursuant, to a Resolution passed by the Board of Directorsof SILVER TREND
MINING COMPANY, a special meeting of the Corporation convened at the registered
office of the Company at St. Regis, Montana, on July 23, 1970, at 10:00 A.M.
o'clock, said meeting having been duly and regularly called. That at said
meeting more than a majority of the issued and outstanding stock of said
Corporation was present in person or by proxy. That the purpose for which, said
meeting was called was to amend the Articles of Incorporation of SILVER TREND
MINING COMPANY, a Montana corporation, to provide for five (5) Directors.
At said meeting the following Resolution was submitted to the stockholders
for their vote, said Resolution being as follows, to-wit:
WHEREAS, The Board of Directors of this Corporation, at a
special meeting held on the 6th day of July, 1970, at 4:30 P.M.
o'clock:, resolved that the Articles of Incorporation of Silver
Trend Mining Company be amended to read as follows:.
"The number of Directors of this corporation is five (5).
That upon the aforesaid Resolution being put to a vote, it was
found that 1,208,000 shares were voted in favor of said Resolution and 185,000
shares were voted in opposition to passage of said Resolution.
There are 1,755,000 shares of issued and outstanding stock of said
Corporation, all of which shares were entitled to be voted either in person or
by proxy.
IN WITNESS VIHEREOF, said SILVER TREND MINING COMPANY has caused its
corporate seal to be hereunto affixed and this certificate to be signed by its
proper officers duly authorized
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on this 23rd day of September, 1970.
/s/ Woodrow Grant
President
/s/ Cleo P. Seipold
Secretary
STATE OF IDAHO )
) ss.
County of Shoshone )
On this 23rd day of September, 1970, before me, the undersigned Notary
Public in and for the State of Idaho, personally appeared WOODROW GRANT and CLEO
P. SEIPOLD, President and Secretary respectively of SILVER TREND MINING COMPANY,
known to me to be the persons whose names are subscribed to the foregoing
instrument, and acknowledged to me that they executed the same, on behalf of
said Corporation, and that the statements contained in said Amendmenti:" of
Articles, are true of their own knowledge.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the
day and year in this certificate first above appearing.
/s/ Robert P. Liniger
Notary Public for State of Idaho;
Residing at Wallace.
My Commission expires
4/15/73
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ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION OF
SILVER TREND MINING COMPANY
We, the undersigned, being the president and secretary of SILVER TREND
MINING COMPANY, a corporation organized and existing under the laws of the State
of Montana, do hereby certify as follows:
Pursuant to a resolution passed by the board of directors of the SILVER
TREND MINING COMPANY, a special meeting of the corporation convened the
Washington Water Power auditorium, Kellogg, Idaho, at 3:00 p.m., said meeting
having been duly and regularly called. That at said meeting more than a majority
of the issued and outstanding stock of said corporation was present in person or
by proxy. That the purpose for which said meeting was called was to consider and
adopting an amendment to the Articles of incorporation of said SILVER TREND
MINING COMPANY so as to increase the capital stock of said corporation from
3,000,000 shares of common stock with a par value of $0.10 each to 10,000,000
shares of common stock with a par value of $0.05 each.
That notice of said special meeting of said shareholders was given as
required by law, by mailing to each and every one of said shareholders at his or
her post office address on the 14th day of September, 1979, a notice of said
meeting; which said notice set forth the date on which the hour and place at
which and the purposes for which said meeting was to be held.
At said meeting the following resolution was submitted to the stockholders
for their vote, said resolution being as follows to-wit:
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Be it resolved that Article VI of the articles of incorporation
of Silver Trend Mining Company be amended to read as follows:
The capital stock of this corporation shall be common stock,
all of one class, and shall be nonassessable, and in the amount
of $500,000.00 divided into 10,000,000 shares of the par value
of $0.05 per share.
That upon the aforesaid resolution being put to a vote, it was found that
1,745,490 shares were voted in favor of said resolution and no shares were voted
in opposition to passage of said resolution. That there are 2,612,000 shares of
issued and outstanding stock of said corporation, all of which shares were
entitled to be voted either in person or, by proxy.
IN WITNESS WHEREOF, said SILVER TREND MINING COMPANY has caused its
corporate seal to be hereunto affixed and this certificate be signed by its
proper officers duly authorized on this 25th day of January, 1980.
/s/ Charles F. Asher
Charles Asher, President
/s/ Ronald E. Eggart
Ronald E. Eggart, Secretary-Treasurer
STATE OF IDAHO )
) ss.
County of Shoshone )
On this 25th day of January, 1980, before me, the undersigned Notary
Public for Idaho, personally appeared CHARLES ASHER and RONALD E. EGGART, known
to me to be the president and secretary- treasurer of SILVER TREND MINING
COMPANY, a Montana corporation, the corporation that execute the within
instrument and acknowledge to me that such corporation executed the same.
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this. certificate first above written.
/s/ Phyllis J. Holtz
NOTARY PUBLIC in State of the Idaho,
residing at Kellogg, Idaho
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VERIFICATION
STATE OF IDAHO )
) ss.
County of Shoshone )
CHARLES ASHER and RONALD E. EGGART, being first duly sworn, on oath,
depose and say:
That CHARLES ASHER is the president of the SILVER TREND MINING COMPANY
and that RONALD E. EGGART is-the secretary/treasurer the of the SILVER TREND
MINING COMPANY. That CHARLES ASHER and RONALD E. EGGART are the individuals
named in the foregoing instrument, that they executed the foregoing instrument
on behalf of the SILVER TREND MINING COMPANY, that they have read the foregoing
instrument, know the contents thereof, and know that the facts therein stated be
true.
/s/ Charles F. Asher
CHARLES ASHER, President
/s/ Ronald E. Eggart
RONALD E. EGGART, Secretary-Treasurer
On this 28th day of March, 1980, before me, the undersigned, a Notary
Public in and for the State of Idaho, personally appeared CHARLES ASHER and
RONALD E. EGGART, known to me to be the persons whose names are subscribed to
the foregoing verification, and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Phyllis J. Holtz
NOTARY PUBLIC in and for the State of
Idaho, residing at Kellogg
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SILVER TREND MINING COMPANY
Pursuant to the provisions of the Montana Business Corporations Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The present name of the corporation is SILVER TREND MINING
COMPANY.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on the 6th day of July, 1984, in
the manner prescribed by the Montana Business Corporations Act:
That Article VI of the Articles of Incorporation be amended to read as
follows:
The capital stock of this corporation shall be common stock, all of one
class, and shall be nonassessable, and in the amount of $1,000,000.00 divided
into 20,000,000 shares of the par value of $0.05 per share.
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 5,762,401, and the number of shares entitled to vote
thereof was 5,762,401. The number of shares voted for the amendment to the
Article VI of the Articles of Incorporation was 3,704,167 and the number of
shares voted against such amendment was 20,200.
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FOURTH: The manner in which such amendment affects a change in the
amount of stated capital is as follows: Previous stated capital: $500,000.00,
stated capital as changed by such amendment: $1,000,000.00.
IN WITNESS WHEREOF, said SILVER TREND MINING COMPANY, has caused its
corporation seal to be hereunto fixed and this certificate to be signed by its
proper officers duly authorized on this 23rd day of July, 1984.
SILVER TREND MINING COMPANY
BY: /s/ Charles Asher
CHARLES ASHER, President
ATTEST: /s/ Ronald E. Eggart
RONALD E. EGGART,
Secretary
VERIFICATION
STATE OF IDAHO )
) ss.
County of Shoshone )
I, Phyllis J. Holtz, a notary public, do hereby certify that on this 23rd
day of July, 1984, personally appeared before me, CHARLES ASHER, who, being
first duly sworn, declared that he is the President of SILVER TREND MINING
COMPANY, that he signed the foregoing
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document as President of the Corporation, and that the statements therein
contained are true.
/s/ Phyllis J. Holtz
NOTARY PUBLIC for the State of Idaho,
Residing at Kellogg
My commission expires:
Lifetime
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ARTICLES OF AMENDMENT 1984
TO THE
ARTICLES OF INCORPORATION
OF
SILVER TREND MINING COMPANY
Pursuant to the provisions of the Montana Business Corporations Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The present name of the corporation is SILVER TREND MINING COMPANY.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on the 11th day of October, 1984,
in the manner prescribed by the Montana Business Corporations Act:
That Article V of the Articles of Incorporation be amended to
read as as follows:
That the number of Directors of this Corporation shall be nine,
provided that the number may at any time or times be increased to
any number of Directors not to exceed fifteen, by the
affirmative vote of a majority of the Board of Directors. In the
event of any increase in the number of Directors, the additional
directorships created may be filled in the first instance in the
same manner as a vacancy on the Board of Directors is filled.
The number of Directors of this Corporation may be decreased to
any number no less than five by the affirmative vote of the
majority of the Board of Directors, provided, however, that only
directorship positions vacant may be so decreased by the Board
of Directors.
THIRD: The number of shares of the corporation out standing at the time
of such adoption was 17,414,915, and the number of shares entitled to vote
thereof was 17,414,915.
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The number of shares voted for the amendment to the Article V of the Articles of
Incorporation was 11,322,754, and the number of shares voted against such
amendment was none.
FOURTH: The Tanner in which such amendment affects a change in the amount
of stated capital is as follows: No effect.
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IN WITNESS WHEREOF, said SILVER TREND MINING COMPANY, has caused its
corporation seal to be hereunto fixed and this certificate to be signed by its
proper officers duly authorized on this 31st day of October, 1984.
SILVER TREND MINING COMPANY
BY: /s/ Arthur B. Johnson
ARTHUR B. JOHNSON, President
ATTEST: /s/ James P. Keane
JAMES P. KEANE, Secretary
VERIFICATION
STATE OF IDAHO )
) ss.
County of Shoshone )
I, LINDA L.WOMBOLT, a notary public, do hereby certify that on this 31st
day of October, 1984, personally appeared before me, ARTHUR B. JOHNSON, who,
being first duly sworn, declared that he is the President of SILVER TREND MINING
COMPANY, that he signed the foregoing document as President of the Corporation,
and that the statements therein contained are true.
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/s/ Linda L. Wombolt
NOTARY PUBLIC for the State of
Idaho, residing at Wardner
My commission expires:
11/5/88
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STATE OF MONTANA
FILED AUGUST 13, 1998
SECRETARY OF STATE
To: Montana Secretary of State
Mike Cooney
P.O. Box 202802
Helena, MT 59620-2802
From: Silver Trend Mining Company
John Swallow - Secretary
421-1/2 Sherman Ave.#208,
Coeur d'Alene, Id. 83814
Re: Articles of Amendment for Silver Trend Mining Company
Amendment of the Company's Articles of Incorporation to change the term of the
corporate.
RESOLVED: That Article IV of the Amended Articles of Incorporation shall be
amended as follows:
That the term for which this corporation shall exist is perpetual.
That the term for which this corporation shall exist is perpetual.
PASSED: at annual meeting 10:00 am, June 16, 1998
12,558,132 shares voted FOR; 0 shares voted AGAINST
Amendment of the Company's Articles of Incorporation to change the amount of
capital stock and the par value.
RESOLVED: That Article VI of the Articles of Incorporation shall be amended to
read as follows:
The capital stock of the corporation shall be common stock, all of one class,
and shall be nonassessable, and in amount of THIRTY MILLION (30,000,000) shares
with no par value.
PASSED: at annual meeting 10:00 am, June 16, 1998
12,547,992 shares voted FOR; 10,140 shares voted AGAINST
Shares voting were represented at meeting or by proxy. Each share of common
stock has one vote. The number voting FOR was a majority of shares outstanding
and majority for those present at meeting and represented by proxy.
/s/ John Swallow
John Swallow
Secretary/Treasurer Silver Trend Mining Company
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
SILVER TREND MINING COMPANY
Pursuant to the provisions of the Montana Business Corporations Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The present name of the corporation is SILVER TREND MINING COMPANY.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on the 16th day of February,
1999, in the manner prescribed by the Montana Business Corporations Act:
That Article I of the Articles of Incorporation be amended
to read as follows:
That the name of said corporation shall be TREND MINING
COMPANY.
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 29,236,285, and the number of shares entitled to vote
thereof was 29,236,285. The number of shares voted for the amendment to the
Article I of the Articles of Incorporation was 16,322,880, and the number of
shares voted against such amendment was 1,001,425.
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FOURTH: The manner in which such amendment affects a change in the
amount of stated capital is as follows:
No effect.
IN WITNESS WREREOF, said SILVER TREND MINING COMPANY, has caused its
corporation seal to be hereunto fixed and this certificate to be signed by its
proper officers duly authorized on this 3rd day of March, 1999.
SILVER TREND MINING COMPANY
BY: /s/ Kurt Hoffman
Kurt Hoffman, President
BY: /s/ John P. Ryan
John Ryan, Secretary
VERIFICATION
STATE OF IDAHO )
) ss.
County of Kootenai )
I, Barbara Suveg, a notary public, do hereby certify that on this 3rd
day of March, 1999, personally appeared before me, Kurt Hoffman and John Ryan,
who, being first duly sworn, declared themselves to be the President and
Secretary respectively of SILVER TREND MINING COMPANY, that they signed the
foregoing document as President and Secretary of the Corporation, and that the
statements therein contained are true.
/s/ Barbara Suveg
Notary Public, In and for the State of
Idaho, Residing in Coeur d'Alene, Idaho
My Commission Expires: March 1, 2001
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