BY-LAWS
OF
SUNRISE SILVER MINING COMPANY
ARTICLE I. NAME, SEAL AND OFFICES, ETC.
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Section 1. Name: The name of the Corporation is SUNRISE SILVER
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MINING COMPANY
Section 2. Seal: The seal of the corporation shall be in such form as the
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Board of Directors shall from time to time prescribe.
Section 3. Offices: The registered office of the corporation shall be in
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the City of Osburn, State of Idaho. The corporation may also have office at such
other places within or without the State of Idaho as the Board of Directors may
from time to time establish.
Section 4. Book of By-Laws: These By-Laws shall be recorded in a book kept
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in the registered office of the corporation, to be known as the Book By-Laws,
and no By-Laws, or repeal, or amendment thereof, shall take effect until so
recorded. Said book may be inspected at said office by the public during office
hours of each day except holidays.
ARTICLE II. Shareholders
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Section 1. Annual Meetings of Shareholders: The annual meeting of the
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Shareholders for the election of Directors and for such other business as may be
laid before such meeting shall be held in the registered office of the
corporation, or at such other place within or without the State of Idaho as the
Board of Directors may from time to time appoint, at 2:00 o'clock P.M. (Pacific
Standard Time) on the 1st Tuesday of August each year unless that day shall be a
legal holiday, in which event it shall be held on the next following day which
shall not be a legal holiday whether or not mentioned in the notice. Any
corporate business may be transacted at such meeting.
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Section 2. Special Meetings of Shareholders: Special meetings of the
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Shareholders may be called at any time by the Board of Directors, and the
Shareholders may meet at any convenient place, within or without the State of
Idaho, designated in the call for such meeting. If more than eighteen months are
allowed to elapse without the annual Shareholders' meeting being held, any
Shareholder may call such meeting to be held at the registered office of the
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 Shareholders to be held at the registered office at such
time as the Secretary may fix, not less than fifteen nor more than thirty-five
days after the receipt of said 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 3. Adjourned Meetings: An adjournment or adjournments of any annual
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or special meeting may be taken without a new notice being given.
Section 4. Notice of Meetings: A written notice of the time, place and
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purpose of meetings, including annual meetings, shall be given by the Secretary
or other person authorized so to do, to all stockholders entitled to vote at
such meeting, at least ten days prior to the day named for the meeting. If such
written notice is placed in the United States mail, postage prepaid, addressed
to a Shareholder at his last known post office address, notice shall be deemed
to have been given him.
Section 5. Waiver of Notice: Notice of time, place and purpose of any
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meeting of Shareholders may be waived by the written assent of a Shareholder
entitled to notice, filed with or entered upon the records of the meeting before
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<PAGE>
or after the holding thereof.
Section 6. Action Without Formal Meeting: Any action which, under any
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provision of the laws of Idaho, or the Articles or By-Laws, may be taken at a
meeting of Shareholders, maybe taken without a meeting if authorized by a
writing signed by all of the holders of shares who would be entitled to notice
of a meeting for such purpose. Whenever a certificate in respect to any such
action is required by the laws of Idaho to be filed in the office of the County
Recorder or in the office of the Secretary of State, the officers signing
the same shall therein state that the action was authorized in the manner
aforesaid.
Section 7. Waiver of Invalid Call or Notice: When all the Shareholders of
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this corporation are present at any meeting, however called or notified, and
sign a written consent thereto on the record of such meeting, the doings of such
meeting are as valid as if had at a meeting legally called and notified.
Section 8. Voting: Every Shareholder shall have the right at every
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Shareholders' meeting to one vote for every share of stock standing in his or
her name on the books of the Corporation on the record date fixed as hereinafter
provided, or, if no such date has been fixed, ten days prior to the time of the
meeting, and in voting for Directors, but not otherwise, he may cumulate his
votes in the manner and to the extent permitted by the laws of the State of
Idaho.
The Board of Directors may fix a time not more than forty days prior to the
date of any meeting of the stockholders as the record date as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined.
At each meeting of the stockholders a full, true and complete list, in
alphabetical order, of all the stockholders entitled to vote at such meeting and
indicating the number of shares held by each, certified by the Secretary or
transfer agent, shall be furnished, which list shall be open to the inspection
of
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<PAGE>
the stockholders.
Shareholders may vote at all meetings, either in person or by proxy
appointed by instrument in writing, subscribed by the Shareholders or his duly
authorized attorney in fact, executed and filed with the Secretary not less
than one day before the meeting which shall be named therein. Shareholders may
also be represented at all meetings by persons holding general power of
attorney.
At least twenty-four hours prior to any meeting, powers of attorney or
proxies shall be submitted to the Secretary for examination. The certificate of
the Secretary as to the regularity of such powers of attorney or proxies and as
to the number of shares held by the persons who severally and respectively
executed such powers of attorney or proxies shall be received as prima facie
evidence of the number of shares held by the holder of such powers of attorney
or proxies for the purpose of establishing the presence of a quorum at such
meeting or for organizing the same, and for all other purposes.
Section 9. Quorum: Except as otherwise provided in the Articles of
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Incorporation at any meeting of the Shareholders, the presence, in person or by
proxy, of the holders of a majority of the voting power of all Shareholders
shall constitute a quorum. The Shareholders present at a duly organized meeting
can continue to do business until adjournment, notwithstanding the withdrawal of
enough Shareholders to leave less than a quorum. If a Shareholder meeting cannot
be organized because a quorum has not attended, those Shareholders present may
adjourn the meeting to such time and place as they may determine, but in case of
any meeting called for the election for Director those who attend the second of
such adjourned meetings, although less than a majority of the voting powers of
all shareholders, shall nevertheless, constitute a quorum for the purpose of
electing Directors.
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<PAGE>
Whenever all Shareholders entitled to vote at any meeting consent, either
by writing on the records of the meeting or filed with the Secretary of the
Corporation, or by presence at such meeting, an oral consent entered on the
minutes, or by taking part in the deliberations at such meeting without
objection, the doings of such meeting shall be as valid as if had at a meeting
regularly called and noticed and at such meeting any business may be transacted
which is not excepted from the written consent or to the consideration of which
no objection from want of notice is made at the time, and if any meeting be
irregular for want of notice or of such consent provided a quorum was present at
such meeting, the proceedings of said meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein waived by a
writing signed by all the Shareholders having the right to vote at such meeting
and such consent or approval of Shareholders may be by proxy or power of
attorney in writing.
ARTICLE III. DIRECTORS
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Section 1. Number and Election: The business of the corporation shall be
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managed by a Board of at least three Directors or of such other number (which
shall not be less than three nor more than seven) as may be determine from time
to time by the Board of Directors. A Director shall hold office for the term for
which he was named or elected and until his successor is elected and qualified,
except as hereinafter otherwise provided. Directors shall be chosen by ballot.
Section 2. Annual Meetings: The Board of Directors may hold its first
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annual meeting and all subsequent annual meetings after its election by the
Shareholders, without notice and at such place within or without the State of
Idaho as the Board of Directors may from time to time appoint, for the purpose
of organization, the election of officers, and the transaction of other business
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<PAGE>
At such meetings the Board shall elect a President, a Secretary and a
Treasurer and may elect one or more Vice-Presidents, an Assistant Secretary
and an Assistant Treasurer.
Section 3. Special Meetings: Special meeting of the Board of Directors may
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be called by the President or any Vice-President or by any two members of the
Board of Directors.
Section 4. Notice of Meetings: Notice of all Director's meetings, except as
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herein otherwise provided, shall be given either by mail, telephone, telegraph,
or personal service of notice, oral or written, at such time or times as the
person or persons calling the meeting may deem reasonable, but no event upon
less than 3 day's notice. Special meetings of the Board may be held at such
place within or without the State of Idaho as the Board of Director may from
time to time appoint. Notice of any meeting may be waived by any Director
entitled to notice before or after the holding thereof by his written or oral
assent and the presence of any Director at any meeting, even though without any
notice, shall constitute a waiver of notice. Unless otherwise indicated in the
notice thereof any and all business may be transacted at any Directors' meeting.
Section 5. Quorum: At all meetings of the Board a majority of the Directors
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shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the acts of a majority of the Directors present at any meeting at
which a quorum is present shall be the acts of the Board of Directors, except as
may be otherwise specifically provided for herein or by law.
If at any meeting there is less than a quorum present, a majority of those
present may adjourn the meeting from time to time without further notice to any
absent Director.
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<PAGE>
Section 6. Removal: A Director may be removed either with or without cause,
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by two-thirds of the vote of the Shareholders at a special meeting called for
that purpose.
Section 7. Vacancies: Any vacancy in the Board of Directors occurring
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during the year may be filled for the unexpired portion of the term and until a
successor is elected and qualified, either
(a) at the next annual meeting of Shareholders or at any special meeting
of Shareholders duly called for that purpose and held prior thereto,
or
(b) by a majority of the remaining members of the Board.
Section 8. Powers: All the corporate powers, except such as are otherwise
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provided for in the Articles of Incorporation, in these By-Laws and by the laws
of the State of Idaho, shall be, and are, hereby vested in and shall be
exercised by the Board of Directors.
Section 9. Executive Committee: The Board of Directors may, by resolution
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passed by a majority of the whole Board, designate two or more of their number
to constitute an Executive Committee to serve during the pleasure of the Board,
which Committee shall have and exercise the authority of the Board in the
management of the business of the corporation to the extent authorized by said
resolution. All action taken by the Executive Committee shall be reported to the
Board of Directors at its meeting next succeeding such action, and shall be
subject to revision or alteration by the Board; providing, however, that no
rights or acts of third parties shall be affected by any such revision or
alteration.
A majority of the Executive Committee present at a meeting thereof
shall constitute a quorum. Vacancies in the Executive Committee shall be filled
by the Board of Directors. The Executive Committee shall fix its own rules of
procedure including the time and place of and method or manner of calling
meetings thereof.
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<PAGE>
ARTICLE IV. OFFICERS
Section 1. Officers: The officers of the Corporation shall be a President,
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Secretary and Treasurer, and, in the discretion of the Board of Directors, one
or more Vice-Presidents, and an Assistant Secretary, and an Assistant Treasurer,
each of whom shall be elected at a meeting of and by the Board of Directors
Any officer may resign by mailing a notice of resignation to the registered
office of the Corporation or such other office as may be designated by the Board
of Directors. To the extent permitted by law, the resignation shall become
effective at the time designated in the notice of resignation, but in no event
earlier than its receipt by the Secretary or Assistant Secretary of the
Corporation.
In case of a vacancy of any of said offices for any reason, the Board of
Directors shall 4t any regular or special meeting elect a successor who shall
hold office for the unexpired term of his predecessor. Any two of the offices of
Vice-President, Secretary, Treasurer, Assistant Secretary and Assistant
Treasurer may be combined in one person.
The Board of Directors may appoint such other officers and agents as may be
necessary for the business of the corporation.
Any officer or agent may be removed by the Board of Directors whenever in
their judgment the interest of the corporation may be served thereby; such
removal, however, shall be without prejudice to the contract rights of the
person so removed.
Section 2. President: The President shall preside at all meetings of the
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Shareholders and Directors. He shall see that all orders and resolutions of the
Board are carried into effect, shall execute all deeds, mortgages, bonds,
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<PAGE>
or documents authorized by the 'Board of Directors, and shall sign as President
all certificates of stock, all contracts, and other instruments, in writing,
excepting only those which are specifically provided to be signed by others. He
shall from time to time as requested report to the Board all the matters within
his knowledge of interest to the corporation, and shall also perform such
duties as may be required by the State of Idaho, these By-Laws and by order of
the Board of Directors.
Section 3. Vice-President: The Vice-President shall be vested with all the
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powers and shall perform all the duties of the President in the absence or
disability of the latter.
Section 4. Treasurer: The Treasurer shall be custodian of the corporation's
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moneys and securities, and shall deposit and withdraw the same in the
corporation's name as directed by the Board of Directors; he shall keep a
record of his accounts and report to the Board of Directors as requested.
Section 5. Secretary: The Secretary shall keep a record of the meetings of
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the Shareholders and Board of Directors.. He shall keep the books of
certificates of stock, fill out and sign all certificates of stock issued, and
make corresponding entries on the margin or stub of such book. He shall keep a
debit and credit form, showing the number of shares issued to and transferred by
the Shareholders, and the dates thereof. He shall keep the corporate seal and
shall affix the same to certificates of stock and other corporate instruments,
and shall make such acknowledgements as may be required on behalf of the
corporation. He shall perform duties as may be prescribed by the Board of
Directors. The Secretary shall give or cause to be given, notice of all meetings
of Shareholders and Board of Directors, and all other notices required by the
laws of the State of Idaho, or by these By-Laws.
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<PAGE>
Section 6. Assistant Treasurer and Assistant Secretary: The Assistant
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Treasurer and Assistant Secretary shall be vested with all the powers and shall
perform all the duties of the Treasurer and Secretary, respectively, in the
absence or disability of the Treasurer or Secretary as the case may be.
Section 7. Salary: The salaries of all officers shall be fixed by the Board
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of Directors and the fact that any officer is a Director shall not preclude him
from receiving a salary or from voting on the resolution providing for the same.
ARTICLE V. STOCK
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Section 1. Certificates of Stock: Each Shareholder shall be entitled to a
certificate of stock signed by the President and the Secretary, or by such other
officers as are authorized by these By-Laws or by the Board of Directors. When
any certificate of stock is signed by a transfer agent or registrar, the
signature of any such corporate officer and the corporate seal upon such
certification may be facsimiles, engraved or printed.
Certificates of stock shall be numbered in the order of issuance thereof
and, except as prescribed by law, shall be in such form as the Board of
Directors may determine.
Section 2. Transfer of Shares: Transfer of shares of stock shall be made on
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the books of the corporation only by the holder in person or by written power of
attorney duly executed and witnessed and upon. surrender of the certificate or
certificates of such shares.
Section 3. Transfer Agent and Registrar: The Board of Directors may appoint
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either a transfer agent or registrar, or both of them.
Section 4. Stock Transfer Books: Stock transfer books may be closed for
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not exceeding forty days next preceding the meeting of shareholders and for
the payment of dividends during such periods as may be fixed from time to time
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<PAGE>
by the Board of Directors. During; such periods no stock shall be transferable.
Section 5. Lost or Destroyed Certificates: In case of loss or destruction
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of a certificate of stock of this Corporation, another certificate may be issued
in its place upon proof of such loss or destruction and the giving of a bond
of indemnity or other security satisfactory to the Board of Directors.
ARTICLE VI. REPEAL OR AMENDMENT OF BY-LAWS
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Section 1. By the Shareholders: The power to make, amend or repeal By-Laws
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shall be in the Shareholders, and By-Laws may be repealed or amended or new
By-Laws may be adopted at any annual Shareholders' meeting, or at any special
meeting of the Shareholders called for that purpose, by a vote representing a
majority of the allotted shares; or by the written consent duly acknowledged in
the same manner as conveyances of real estate required by law to be acknowledged
of the holders of a majority of the allotted shares, which written consent may
be in one or more instruments.
Section 2. By the Directors: Subject to the power of the Shareholders to
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make, amend or repeal any By-Laws made by the Board of Directors, a majority of
the whole Board of Directors at any meeting thereof shall have the power to
repeal and amend these By-Laws and to adopt new By-Laws.
The foregoing By-Laws were regularly adopted at the first meeting of the
Shareholders of the corporation held on the 5th day of August 1969, at
Wallace, Idaho, by a majority of the allotted capital stock.
/s/ Irvin Scheller
Irvin Scheller
-----------------------------------
Chairman of Meeting of Shareholders
/s/ Janet Morse
Janet Morse
-----------------------------------
Secretary of Meeting of Shareholders
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<PAGE>
We, the Shareholders of the above named corporation, representing and
holding more than a majority of the allotted shares thereof, do hereby adopt the
foregoing code of By-Laws.
/s/ Irvin Scheller
-----------------------------------
/s/ Leslie E. Morse
-----------------------------------
/s/ Janet M. Morse
-----------------------------------
We, the undersigned, constituting (a) a majority of the Board of
Directors, and (b) the Secretary of the above named corporation, certify that
the foregoing is a true and exact copy of the By-Laws of the Corporation, duly
adopted at a meeting of the Shareholders of the Corporation held on the 5th
day of August, 1968.
/s/ Irvin Scheller
-----------------------------------
/s/ Leslie E. Morse
-----------------------------------
/s/ Janet M. Morse
-----------------------------------
/s/ Janet M. Morse
-----------------------------------
Secretary of the Corporation
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<PAGE>
CONSENT TO AMEND ARTICLES OF
INCORPORATION OF
SHOSHONE SILVER MINES, INC.
We, the undersigned being all the shareholders of Shoshone
Silver Mines, Inc. hereby agree that Article I of the Articles of Incorporation
of said corporation case and shall be amended as follows, to-wit:
"ARTICLE I.
The name of this corporation is and shall be SHOSHONE SILVER
MINING CO."
Dated this 20th day of January, 1970.
/s/ Irvin Scheller
-----------------------------------
Irvin Scheller
/s/ Leslie E. Morse
-----------------------------------
Leslie Morse
/s/ Janet Morse
-----------------------------------
Janet Morse
<PAGE>
WAIVER OF NOTICE
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We, the undersigned, do hereby waive notice of the first meeting of the
newly elected Directors of the Sunrise Silver Mining Company, held at the office
of the company, at Osburn, Idaho, at 2:30 o'clock P.M. (Pacific Daylight Time)
on the 5th day of August, 1969, for the purpose of organizing the Board of
Directors, electing officers, to adopt By-Laws and to designate a bank
depository, and to transact any other business that may properly come before
the meeting.
We further consent that said meeting be held at the time and place
aforesaid without formal notice and that any business relating to the affairs of
the corporation may be transacted at said meeting with the same force and effect
as though formal notice thereof had been given.
Dated this 5th day of August, 1969.
/s/ Irvin Scheller
-----------------------------------
/s/ Leslie E. Morse
-----------------------------------
/s/ Janet Morse
-----------------------------------
/s/ James T. Scheller
-----------------------------------
<PAGE>
CALL AND WAIVER OF NOTICE
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We, the undersigned, being all of the incorporators of the Sunrise Silver
Mining Company hereby call the organization meeting of the incorporators of said
corporation to be held at the office of the company at Osburn, Idaho, at 2:00
o'clock P.M. (Pacific Daylight Time) on Tuesday the 5th day of August, 1969,
for the following purposes:
1. To adopt a code of By-Laws
2. To elect a Board of Directors in accordance with
said By-Laws.
3. To transact any other business relating to the affairs
of the corporation that may properly come before the
meeting.
And we, and each of us, hereby waive notice of said meeting and consent
that the same be held at the time and place mentioned with the same force and
effect as though formal notice thereof had been given.
Dated this 5th day of August, 1969.
/s/ Irvin Scheller
-----------------------------------
/s/ Leslie E. Morse
-----------------------------------
/s/ Janet M. Morse
-----------------------------------
<PAGE>
MINUTES OF FIRST MEETING OF BOARD OF DIRECTORS
SUNRISE SILVER MINING COMPANY
August 5, 1969
Pursuant to the Waiver of Notice, hereinafter set forth, the first Meeting
of the Board of Directors of Sunrise Silver Mining Company was held at the
office of the company at Osburn, Idaho, at 2: 30 P.M. (Pacific Daylight Time)
on the 5th day of August, 1969.
The following Directors were present:
Irvin Scheller
Leslie Morse
Janet Morse
James Scheller
Irvin Scheller was chosen to act as Chairman of the meeting and Janet Morse
was appointed to act as Secretary. The Chairman then produced a Waiver of Notice
of the first meeting of the Board of Directors, said notice having been signed
by all the Directors. The Chairman then directed the Secretary to insert a copy
of this Waiver in the minutes of the meeting, the same being as follows, to-wit:
"WAIVER OF NOTICE
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We, the undersigned, do hereby waive notice of the first meeting
of the newly elected Directors of the Sunrise Silver Mining Company,
held at the office of the company at Osburn, Idaho, at 2:30 o'clock
P.M. (Pacific Daylight Time) on the 5th day of August, 1969, for the
purpose of organizing the Board of Directors, electing officers, to
adopt By-Laws and to designate a bank depository, and to transact any
other business that may properly come before the meeting.
We further consent that said meeting be held at the time and
place aforesaid without formal notice and that any business relating
to the affairs of the corporation may be transacted at said meeting
with the same force and effect as though formal
<PAGE>
notice thereof had been given.
Dated this 5th day of August, 1969.
Irvin Scheller
--------------------------------
Leslie Morse
--------------------------------
Janet Morse
--------------------------------
James Scheller "
--------------------------------
The first item of business was the election of officers. Whereupon it was
moved and seconded that Irvin Scheller be named as President; Leslie Morse as
Vice-President and Janet Morse as Secretary-Treasurer. There being no further
nominations it was moved, seconded and unanimously adopted that the three (3)
aforenamed persons be elected to the offices for which they were nominated to
serve until the next annual meeting or until their successors are duly elected.
Thereupon Irvin Scheller assumed the office of Presidency and Janet Morse
continued to act as Secretary.
The Chairman then presented the By-Laws which had been previously adopted
by the incorporators, and it was moved, seconded and unanimously adopted that
the By-Laws as presented be adopted as the official By-Laws of this corporation.
The Chairman instructed the Secretary to obtain the corporate seal, stock
certficates and necessary books of account for the purpose of carrying on the
business of the corporation.
The Chairman advised that it was necessary to designate a bank for the
depository of the funds of the corporation. Whereupon it was moved, seconded and
unanimously adopted that the First National Bank of Wallace be designated
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as the official depository of the funds of said corporation, and that the
President and Secretary-Treasurer be required to sign all checks written upon
said account or accounts; and that the Secretary obtain the necessary checks,
drafts or vouchers to carry on the affairs of the corporation, and that the
officers above named were further authorized to execute any and all necessary
resolutions and other documents required by said bank to open said account.
There being no further business, meeting adjourned at 3:00 P.M.
/s/ Janet M. Morse
------------------------------------
Secretary
APPROVED:
/s/ Irvin Scheller
------------------------------------
Chairman
/s/ Leslie E. Morse
------------------------------------
Director
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<PAGE>
MINUTES OF ORGANIZATION MEETING OF INCORPORATORS
SUNRISE SILVER MINING COMPANY
August 5, 1969
Pursuant to the Waiver of Notice, hereinafter set forth, the original
incorporators and subscribers to the capital stock of the SUNRISE SILVER MINING
COMPANY, met at the office of the company at Osburn, Idaho, at 2:00 o'clock P.M.
(Pacific Daylight Time) on the 5th day of August, 1969.
Present: Irvin Scheller
Leslie Morse
Janet Morse
Thereupon Irvin Scheller was chosen as Chairman of the meeting and Janet
Morse was chosen as Secretary.
The Call and Waiver of Notice, pursuant to which the meeting was called,
was presented, and on motion duly made and carried, it was ordered that the same
be filed in the permanent records of the corporation and that a copy thereof be
inserted in these minutes, the same being as follows:
"CALL AND WAIVER OF NOTICE
We, the undersigned, being all of the incorporators of the
Sunrise Silver Mining Company hereby call the organization meeting of
the incorporators of said corporation to be held at the office of the
company at Osburn, Idaho, at 2:00 o'clock P.M. (Pacific Daylight Time)
on Tuesday the 5th day of August, 1969, for the following purposes:
1. To adopt a code of By-Laws.
2. To elect a Board of Directors in accordance with
said By-Laws.
3. To transact any other business relating to the
affairs of the corporation that may properly
come before the meeting.
And we, and each of us, hereby waive notice of said meeting and
consent that the same be held at the time and
<PAGE>
place mentioned with the same force and effect as though formal
notice thereof had been given.
Dated this 5th day of August, 1969.
Irvin Scheller
--------------------------------
Leslie Morse
--------------------------------
Janet Morse "
--------------------------------
The Secretary submitted a certified copy of the Articles of Incorporation
and advised those present that a duplicate certified copy had been filed with
the County Recorder of Shoshone County, Idaho. It was moved by Leslie Morse and
seconded by Janet Morse that the certified copy of the Articles of Incorporation
be inserted in the permanent records of the corporation.
The Secretary then submitted a set of By-Laws and the same was read and
considered, article by article and section by section.
Thereupon, it was moved, seconded and carried that the set of By-Laws
submitted be adopted as the By-Laws of the corporation and that a copy thereof
be set forth in length in the minutes of the meeting. That the original thereof
be certified by a majority of the directors of the corporation and by the
Secretary, and be recorded in a Book to be kept in the registered office of the
corporation to be known as the Book of By-Laws.
The Chairman then announced that the next order of business was the
election of a Board of Directors. The Chairman called attention to Article III.
of the newly adopted By-Laws, which provides that the corporation shall be
managed by a Board of not less than three nor more than seven Directors.
James Scheller
Thereupon Irvin Scheller, Leslie Morse/and Janet Morse were placed in
nomination to serve as the Board of Directors for the ensuing fiscal year and
until their successors are elected and qualified. There being no other
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nominations, a vote was duly taken with the following results:
Irvin Scheller 3 votes
Leslie Morse 3 votes
Janet Morse 3 votes
James Scheller 3 votes
The Chairman then declared that Irvin Scheller, Leslie Morse, Janet Morse and
James Scheller were the duly elected Directors of the corporation for the
remainder of the ensuing year and until their successors had been duly elected
and qualified.
It was moved by Leslie Morse and seconded by Janet Morse and upon
being put to a vote unanimously carried that the regular annual meeting of the
shareholders be set for 2:00 P.M. (Pacific Daylight Time) at its registered
office in Wallace, Idaho, on the 1st Tuesday of August of each year.
There being no further business, the meeting adjourned at 2:30 P.M.
/s/ Irvin Scheller
--------------------------------
Chairman
ATTEST:
/s/ Janet Morse
--------------------------------
Secretary
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