ARTICLES OF INCORPORATION
-------------------------
OF
--
G O L D B O N D M I N I N G C O M P A N Y
- - - - - - - - - - - - - - - - - - - - -
THESE PRESENTS WITNESSETH, That we, J.F. Hocking, E. J. Edwards, Walter
Schultz, E.R. Week and Harve H. Phipps, being desirous of forming a corporation
for the purpose herein specified, and in conformity with the Laws of the State
of Washington, do make and subscribe the following written articles of
incorporation, in triplicate:
ARTICLE I.
The name of this Corporation shall be GOLD BOND MINING COMPANY.
ARTICLE II.
The objects for which this corporation is formed, are, and shall be, to
acquire, hold, work and operate mines and lodes bearing gold, silver and other
associated minerals, in the State of Washington and elsewhere; and to acquire,
own and use water, water rights and mills incident to the extraction, treatment
and reduction of the ores of said metals, and from time to time to sell and
convey such mines, mills, water rights and ores, and to do allthings incident to
the general business of mining, milling, treating and marketing the products of
mines.
ARTICLE III.
The amount of the capital stock of this corporation shall be One Hundred
and Fifty Thousand Dollars ($150,000.00) divided into three million (3,000,000)
shares, of the par value of five cents (5) per share, non-assessable stock, and
all capital stock paid in by the transfer of mining property for full
capitalization of fully paid and non-assessable stock.
ARTICLE IV.
The time of the existence of this corporation shall be fifty (50) years.
ARTICLE V.
The number of trustees of this corporation shall be five (5) and the
names and residences of such trustees who shall manage the concerns of the
corporation until the 10th day of September, A.D. 1935, are:
Number of shares
subscribed by each
Name Address incorporator
--------------- -------------------------------- --------------------
J. F. Hocking 233 Riverside, Spokane, Wash. 100
E. J. Edwards 301 Title Bldg. Spokane, Wash. 2,999,600
Walter Schultz E. 2220 Everett, Spokane, Wash. 100
E. R. Week Parsons Hotel, Spokane, Wash. 100
<PAGE> 29
ARTICLE VI.
The principal place of business of this corporation shall belocated at 301
Title Building, in the City of Spokane, State of Washington.
IN WITNESS WHEREOF We have this 27th day of June, A.D. 1935, hereunto set
our hands and seals in triplicate.
J. F. Hocking's signature (Seal)
----------------------------
E. J. Edward's signature (Seal)
---------------------------
W. G.Schultz'signature (Seal)
-----------------------
E.R. Week's signature (Seal)
-----------------------
Harve H. Phipps's signature (Seal)
------------------------------
STATE OF WASHINGTON )
) ss
County of Spokane )
I, John H. Roche, a Notary Public in and for the State of Washington, duly
commissioned, sworn and qualified, do hereby certify that on this 27th day of
June, A.D. 1935, before me personally appeared J.F. Hocking, E. J.Edwards,
Walter Schultz, E.R. Week and HarveH. Phipps, to me known to be the individuals
described in and who executed the within instrument and acknowledged that they
signed and sealed the same as their free and voluntary act and deed for the uses
and purposes herein mentioned.
Given under my hand and official seal this 27th day of June, A.D. 1935.
John H. Roche's signature
----------------------------
Notary Public, State of Washington
Residing at Spokane, Wash.
<PAGE> 30
No. 81453
ARTICLES OF INCORPORATION
OF THE
GOLD BOND MINING COMPANY
Place of business Spokane
Time of existence 50 years
Capital Stock, $150,000.00
============================
State of Washington, ss.
Filed for record in the office of the
Secretary of State July 30, 1935
at 9:04 o'clock A.M.
Recorded in Book 187 Page 265-266
DOMESTIC CORPORATIONS
Signed by: Ernest N. Hutchinson
Secretary of State
==============================
Filed at request of
Harve H. Phipps
301 Title Building
Spokane, Washington
==============================
Filing and recording fee, $75.00
License to June 30, 1936 $40.00
Certified mailed Sep 16 1935
to above address.
INDEXED. compared.
<PAGE> 31
FILE IN TRIPLICATE
ARTICLES OF AMENDMENT
OF
GOLD BOND MINING COMPANY
------------------------
Pursuant to the provisions of RCW 23A.16 of the Washington Business
Corporation Act, the undersigned adopts the following Articles of Amendment to
the Articles of Incorporation:
FIRST: The name of the corporation is Gold Bond Mining Company.
SECOND: The following amendment (s) of the Articles of Incorporation
was (were) adopted by the shareholders of the corporation on Sept. 9, 1968:
To increase the capitalization of the company from thepresent three million to
four million five hundred thousand (4,500,000) shares of capital stock @ $.05
each.
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 2,787,189; and the number of shares entitled to vote
thereon was 2,787,189.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows: *
Class Capital Number of Shares 2,787,189
FIFTH: The number of shares voted for such amendment was 1,402,040; and
the number of shares voted against such amendment was 223,679. Proxys signed
but not checked 32,050 abstained 25,000
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was: *
Class None Number of Shares None
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: ** no change
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: **
Increase off capitalization from three million to four million five hundred
thousand shares (4,500,000)
Dated: April 15, 1977.
/s/Arthur H. Ellis
---------------------------------
President
/s/Lena Ellis
-------------------------------
Secretary
SUBSCRIBED AND SWORN to before me this 15thday of April, 1977.
/s/Roger Underwood
----------------
Notary Public in and for the State of
Washington, residing at Spokane.
* If inapplicable, insert "None".
** If inapplicable, insert "No change".
<PAGE> 32
ORDER APPROVING
TRUSTEE REPORT
PAGE ONE
AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
GOLD BOND MINING COMPANY
Articles of Amendment of the Articles of Incorporation of GOLD BOND MINING
COMPANY are herein executed by said Company and by the Superior Court of Spokane
County, Washington, pursuant to the Revised Code of Washington, 23A.16.040,
23A.16.050 and 23A.08.305, as follows:
1. The name of the Corporation is GOLD BOND MINING COMPANY.
2. The amendment to Article IV of the Articles of Incorporation of said
Company is as follows:
"The life of the Company shall be perpetual".
3. The date of the adoption of said amendment by the stockholders of the
Company was May 2, 1984.
4. The number of shares issued and outstanding of said Company is 3,173.828
of the authorized 4,500,000 shares.
The number of shares entitled to vote on said amendment was 3,173,828.
5. The number of shares voted for and against said amendment respectively
were as follows:
FOR: 1,827,244 AGAINST: 2,000
6. As instructed by the Superior Court in and for the State of Washington,
County of Spokane, the Trustee appointed by the Court, Terrence J. Dunne, voted
1,344,585 shares for the Amendment of the Articles of Incorporation,
representing the missing shareholders and those who did not attend the meeting
or send in a proxy, insuring a vote in excess of two-thirds in favor of the
amendment.
DATED at Spokane, Washington, this 7th day of May, 1984.
GOLD BOND MINING COMPANY
By: signed by Arthur H. Ellis
--------------------------------
President
By: signed by Lena Ellis
--------------------------
Assistant Secretary
<PAGE> 33
STATE OF WASHINGTON )
) ss
County of Spokane )
On this 7th day of May, 1984, before me, the undersigned, a Notary Public
in and for the State of Washington, duly commissioned and sworn, personally
appeared ARTHUR H. ELLIS and LENA ELLIS, to be known to be the President and
Secretary, respectively, of GOLD BOND MINING COMPANY, the corporation that
executed the foregoing instrument and acknowledged the said instrument to be the
free and voluntary act and deed of said corporation, for the uses and purposes
therein mentioned, and on oath stated that they are authorized to execute the
said instrument.
WITNESS my hand an official seal hereto affixed the day and year first
above written.
Signed by: William E. Cullen
-----------------------------------
NOTARY PUBLIC in and for the State
of Washington, residing at Spokane
IN THE SUPERIOR COURT OF THE STATE OF WASHINGTON FOR SPOKANE COUNTY
IN THE MATTER OF ) NO. 84201030-9
)
GOLD BOND MINING COMPANY ) ORDER APPROVING TRUSTEES
a Washington Corporation ) REPORT ON SPECIAL MEETING OF
) SHAREHOLDERS
This matter having come on for hearing this day, in open court on the
petition of Gold Bond Mining Company and the Report of theTrustee, appointed for
the meeting that was held on May 2, 1984, and the said Trustee, Terrence J.
Dunne, having filed his verified report and the Court having heard the statement
of Trustee and having considered the file and having entered its Findings of
Fact and Conclusions of Law, and the Court being fully informed;
IT is hereby ORDERED ADJUDGED, and DECREED that:
1. That the meeting was properly called, conducted and held according
to RCW 23A.08.305, on May 2, 1984, at the hour of 9:30 o'clock a.m. pursuant to
due notice given; and the Report of the Trustee of such meeting as representing
the missing shareholders is hereby confirmed and approved.
2. That Article IV of the Articles of Incorporation of Gold Bond Mining
Company be deemed and is hereby changed to read as follows, to wit:
ARTICLE IV
"the existence of this Company shall be perpetual."
be and the same is hereby approved and ratified by this Court, and a duly
certified copy of this order shall be filed with the papers and records of the
Company.
3. The President of Gold Bond Mining Company and the Secretary thereof,
are authorized and directed to sign the changes to Article IV of the Articles of
Incorporation of Gold Bond Mining Company.
4. That a quorum of shareholders, as defined by the By-laws, being
present and having reelected the Board of Directors the vote of the Trustees as
to election of Directors is not necessary.
<PAGE> 34
WILLIAM E. CULLEN
Attorney at Law
1306 Washington Mutual Building
Spokane, Washington 99201
(509) 456-8710
5. That the fee of the Trustee, Terrence J. Dunne, in the amount of
$225.00 is hereby approved. Done in open Court, this 4th May, 1984.
Signed: Robert D. Austin
-----------------------------
Court Commissioner
Presented by:
Signed by William E. Cullen
---------------------------------
WILLIAM E. CULLEN
Attorney at Law
1306 Washington Mutual Building
Spokane, Washington 99201
(509) 456-8710
<PAGE> 35
ARTICLES OF AMENDMENT
June 8, 2000
State of Washington Secretary of State
Articles of Amendment
Washington Profit Corporation
Gold Bond Mining Company
Amendments to the Articles of Incorporation are as Follows:
1. To increase the authorized common stock from 4,500,000 shares to
100,000,000 shares.
Votes for: 3,047,936
Votes against: 66,738
2. To decrease the par value of the common stock from $.05 to $.001 per
share.
Votes for: 3,015,169
Votes against: 99,505
3. To change the name of the Corporation from Gold Bond Mining Company to
Gold Bond Resources, Inc.
Votes for: 3,078,614
Votes against: 33,060
Total number of shares of common stock eligible to vote was 4,500,000.
3,000,000 (or 2/3) were required to pass each measure.
A copy of the minutes of the shareholder meeting approving the above mentioned
amendments is included herewith.
