BY-LAWS
of
GOLD BOND MINING COMPANY
As revised September 12, 1966
ARTICLE I
Section 1 - Principle Office. The principle office of the corporation
shall be located at 1403 South Grand Blvd., Spokane, Washington or such other
place within the State of Washington as the Board of Directors my hereafter
determine.
Section 2 - Other Offices. The Corporation shall also have offices at such
other places either within or without the State of Washington as the Board of
Directors may from time to time designate.
ARTICLE II
OFFICERS
Section 1 - Number, Terms of Office and Qualifications. The officers of
the company shall be a President, a Vice President, a Secretary and a Treasurer
who shall be elected annually by the Board of Directors and shall hold office
until their successors have been duly elected or until their death, resignation
or removal. All Offices must be Stockholders of the Corporation. Any two of
the offices may be held by the same person at the same time.
Section 2 - The President. The President shall be the chief executive
officer of the Corporation and shall have general supervision over the officers
and employees and be responsible for the business of the company. He shall sign
and execute documents on behalf of the corporation when authorized by the Board
of Directors and perform all duties incident to the office of the President.
Section 3 - The Vice President. At the request of the President, or in his
absence or disability, the Vice President shall perform all the duties of the
President and when so acting shall have all the powers and be subject to all the
restrictions upon the President.
Section 4 - The Secretary. Shall be the custodian of the seal and all
records of the Corporation, keep such records as required by law and make such
records available for inspection that are required by law to be open for
inspection. The Secretary shall keep a book of minutes of all meetings of the
directors and stockholders with a full account of all proceedings. The
Secretary shall fill out all certificates of stock issued or transferred, make
appropriate entries to the stock book and to affix the Corporate Seal to all
documents requiring the same. In general perform all the duties incident to the
office of Secretary.
Section 5 - The Treasurer. Shall keep accounts of the properties and
business transactions of the Corporation. Prepare statements of accounts as
required by law and when requested by the President or the Board of Directors
and present a statement of the financial condition of the Corporation at the
annual meeting of the stockholders, if called upon to do so. Maintain such
accounts as are required by law to be available for inspection under such
conditions as the law provides. Deposit funds of the Corporation in such banks
or trust companies as designated by the Board of Directors and provide a
<PAGE> 37
fidelity bond if requested by the Board of Directors. In general, perform all
duties incident to the office of the Treasurer. The Corporation's fiscal year
shall end July 31 each year.
ARTICLE III
DIRECTORS
Section 1 - Powers. The business affairs and all powers of the Corporation
shall be under the authority and direction of five shareholders that are elected
as directors. A majority of the directors in office and present in person at
any meeting shall constitute a quorum and any decision passed by a majority at
such meeting shall be regarded as an action by the Board of Directors.
Section 2 - Election of Directors. Five directors are to be elected as
follows: two for three years, two for two years and one for one year at the
Stockholder's Meeting following the adoption of these revised by-laws and the
respective directors will be designated terms based on the higher number of
votes received. There-after directors will be elected when the various terms
expire or at the Stockholder's meeting following the death, resignation or
removal of a director. Directors elections may be by voice vote unless a ballot
is requested.
Section 3 - Resignation or Removal. Any member of the Board of Directors
may resign either orally or in writing and acceptance of such resignation is not
necessary for it to be effective. Any member or the entire Board of Directors
may be removed from office in a manner provided for by law. In the event of a
vacancy caused by death, resignation or removal the Board of Directors may fill
such vacancy until the next annual meeting of the stockholders.
Section 4 - Meetings of the Directors. Regular meetings of the Board of
Directors shall be at such time and place as the board may fix by resolution.
Special meetings may be called by the President, or if he is absent or refuses
to act, by the Vice President or by any two members of the Board of Directors.
No notice is necessary for regular meetings, however, notice of a special
meeting must be in writing and delivered personally or by registered mail at
least five days prior to the special meeting day.
ARTICLE IV
SHAREHOLDER MEETINGS
Section 1 - Annual Meetings of the Stockholders. The annual meeting of
stockholders of the company shall be at such place designated by the Board of
Directors on the 2nd Monday of September each year unless such 2nd Monday is a
legal holiday, then the annual meeting shall be the next following day, not a
holiday. The annual meeting shall be held for the purpose of electing directors
and the transaction of such other business that shall properly come before the
meeting.
Section 2 - Special Meetings of the Stockholders. A special meeting of the
stockholders for whatever purpose may be called at any time upon the written
request of the President, a resolution of the Board of Directors or one or more
stockholders holding one-fifth of the voting power of the Corporation.
Section 3 - Notice of Meetings. Notice of all meetings of the stockholders
shall be in writing and shall specify the place, date and hour, and if a special
meeting, shall specify the general nature of the business to the transacted.
Notice may be given in person or by mail to the last know address of the
shareholder not less than ten days prior to such meeting. Delivery of notice to
the post office shall be considered actual notice and no publication in any
newspaper is required.
<PAGE> 38
Section 4 - Quorum. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote any stockholders meeting shall
constitute a quorum. The shareholders present at a duly organized meeting can
continue to conduct business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
ARTICLE V
AMENDMENT TO BY-LAWS
Section 1 - By the Shareholders. The power to make, amend or repeal
by-laws shall be in the shareholders of the company. By-laws may be repealed,
adopted, or amended at any annual shareholders meeting or at a special meeting
of the stockholders if that meeting is called for that purpose, by a majority
vote of the shares represented at the meeting.
Section 2 - By the Board of Directors. Subject to the power of the
shareholders to make, amend or repeal any by-laws made by the Board of
Directors, a majority of the Board of Directors at any duly organized meeting
shall have the power to repeal and amend these by-laws and to adopt new ones.
ARTICLE VI
LOST CERTIFICATES
Section 1 - Lost Stock Certificates. Any stockholder claiming a
certificate of stock to have been lost or destroyed shall make an affidavit of
affirmation of such fat, reciting the circumstances of the loss of destruction
and shall provide to the Board of Directors a bond of indemnity against any
damage or loss that may arise from the issuing of a new certificate; whereupon
the Board of Directors, by resolution, may order a new certificate to be issued.
The foregoing by-laws were duly adopted by the shareholders at the annual
meeting this 12th day of September, 1966.
GOLD BOND MINING COMPANY
/s/ Arthur H. Ellis
_________________________________
Arthur H. Ellis, President
<PAGE> 39
AMENDMENT TO THE BY-LAWS
GOLD BOND MINING COMPANY
SEPTEMBER 10, 1969
AMENDMENT NO. 1
Section 1, Article IV is amended to change the date of the annual
stockholders meeting from the 2nd Monday in September to the 1st Tuesday in
October, unless that day is a legal holiday, then the annual meeting shall be
held the next following day.
The Foregoing amendment was duly adopted at the stockholders meeting this
10th day of September, 1969 in Spokane, Washington.
GOLD BOND MINING COMPANY
/s/ Arthur Ellis
_______________________________
Arthur Ellis, President
GOLD BOND MINING COMPANY
AMENDMENT TO BY-LAWS
DECEMBER 13, 1988
AMENDMENT NO. 2
Article IV, Section IV is amended to change the word "majority" to "33
1/3%" and shall read as follows:
The presence in person or by proxy of the holders of 33 1/3% of the shares
entitled to vote at any stockholders meeting shall constitute a quorum. The
shareholders present at a duly organized meeting can continue to conduct
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
the foregoing instrument was duly adopted at the Board of Director's
meeting this 13th day of December, 1988 in Spokane, Washington.
GOLD BOND MINING COMPANY
/s/ W. Sherwin Broadhead
_________________________________
W. Sherwin Broadhead, President
