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Exhibit 3.10
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF GR-MONTANA
ARTICLES OF AMENDMENT
OF
GOLD RESERVE CORPORATION
Pursuant to the provisions of the Montana Business Corporation Act,
the following Articles of Amendment to Articles of Incorporation are submitted
for filing.
ARTICLE I
The name of this corporation is Gold Reserve Corporation (the
"Company").
ARTICLE II
The amendments to the Articles of Incorporation of the Company, as
adopted, are as follows:
"Article V as heretofore amended and restated is amended to read in
its entirety as follows:
ARTICLE V
Authorized Shares
The total number of shares of all classes of stock which this
corporation shall have authority to issue is 500,000,000 shares consisting of
(a) 480,000,000 shares of common stock, no par value per share (the "Common
Stock"), and (b) 20,000,000 shares of preferred stock, no par value per share,
(the "Preferred Stock").
The designations, relative rights, preferences and limitations of
the shares of Common Stock and Preferred Stock are as follows:
A. Common Stock.
Voting. The holders of Common Stock shall at all times vote as one
class, with each holder of record entitled to one vote for each share held. A
holder of shares of Common Stock shall have the right to cumulate his votes.
Dividends. Each issued and outstanding share of Common Stock shall
entitle the holder thereof to receive dividends (whether payable in cash, stock
or otherwise), when, as and if declared by the board of directors of this
corporation out of funds legally available therefore, subject, however, to the
right of preferred shareholders to first receive dividends payable with respect
to the Preferred Stock.
Liquidation, Dissolution or Winding Up. In the event of any
liquidation, dissolution or winding up of the affairs of this corporation,
whether voluntary or involuntary, each issued and outstanding share of Common
Stock shall entitle the holder of record thereof to receive ratably and equally
all the assets and funds of this corporation available for distribution to its
shareholders, whether from capital or surplus, subject, however, to the rights
of preferred shareholders to first receive such assets and funds with respect to
the Preferred Stock.
Merger, Consolidation, Etc. Upon the merger or consolidation of this
corporation (in a merger or consolidation in which shareholders of this
corporation receive cash or securities of any other person or entity upon such
merger or consolidation), or upon the sale or other disposition of all or
substantially all of the properties and assets of this corporation as an
entirety to any person or entity, the aggregate consideration therefore payable
to the shareholders of this corporation, if any, shall be distributed as if such
merger, consolidation, sale or other disposition were a distribution in
liquidation, dissolution or winding up of the affairs of this corporation.
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Preemptive Rights. A holder of shares of Common Stock shall not be
entitled to preemptive rights to acquire additional shares of capital stock of
this corporation.
B. Preferred Stock.
Board Determination of Certain Characteristics. The board of
directors of this corporation is hereby authorized, subject to the limitations
prescribed by law and the provisions hereof, at its option, from time to time to
divide all or any part of the Preferred Stock into series thereof; to establish
from time to time the number of shares to be included in any such series; to fix
the designations, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof; and to
determine variations, if any, between any series so established as to all
matters, including, but not limited to, the determination of the following:
(a) the number of shares constituting each such series and the
distinctive designation of such series;
(b) the rate of dividend, if any, and whether dividends shall be
cumulative or noncumulative;
(c) the voting power of holders of such series, if any,
including, without limitation, the vote or fraction of vote to which such holder
may be entitled, the events upon the occurrence of which such holder may be
entitled to vote, and any restrictions or limitations upon the right of such
holder to vote, except on such matters as may be required by law;
(d) whether or not such series shall be redeemable and, if so,
the terms and conditions of such redemption, including the date or dates after
which the shares constituting such series shall be redeemable and the amount per
share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
(e) the extent, if any, to which such series shall have the
benefit of any sinking fund provisions for redemption or repurchase of shares;
(f) the rights, if any, of such series in the event of the
dissolution of this corporation or upon any distribution of the assets of this
corporation, including, with respect to the voluntary or involuntary
liquidation, dissolution or winding up of this corporation, the relative rights
of priority, if any, of payment of shares of such series;
(g) whether or not the shares of such series shall be
convertible and, if so, the terms and conditions on which shares of such series
shall be so convertible; and
(h) such other powers, designations, preferences and relative
participating, optional or other special rights, and such qualifications,
limitations or restrictions thereon as are permitted by law."
ARTICLE III
The amendment provides for no exchange, classification or
cancellation of issued shares.
ARTICLE IV
The amendment was adopted on June 5, 1997.
ARTICLE V
The amendment was duly approved by the holders of common stock of
the Company, being the only class of capital stock of the Company then
outstanding, at the annual meeting of shareholders held on June 5, 1997. The
number of shares of common stock of the Company outstanding as of the record
date established for the meeting and entitled to vote was 22,813,021; the
holders of 11,477,619 of such shares, constituting 50.31 percent of the
outstanding shares and a quorum, were present at the meeting in person or by
proxy; 9,554,499 of such shares, being a majority of the shares present at the
meeting in person or by proxy, were voted in favor of the amendment, 1,015,025
shares were voted against the amendment and 452,0006 shares abstained from
voting. The amendment was therefore approved in accordance with the provisions
of Section 35-1-227 and Section 35-1-528 of the Montana Business Corporation
Act.
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IN WITNESS WHEREOF, the Company has caused these Articles of
Amendment to be executed on this 13th day of June, 1997.
GOLD RESERVE CORPORATION
By: /s/ Mary E. Smith, Secretary
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MARY E. SMITH, Secretary
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