1
Exhibit 3.4
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF GR-MONTANA
BE IT KNOWN THAT
GOLD RESERVE MINING COMPANY
on the twenty-sixth day of March, A.D. 1959, in accordance with the provisions
of 15-201 - 15-206 Revised Codes of Montana, 1947, caused its Certificate of
Amendment to be filed in the office of the County Clerk of Gallatin County,
State of Montana, in which County the original Articles of Incorporation were
filed.
NOW, THEREFORE, I, FRANK MURRAY, Secretary of State of the State of
Montana, do hereby certify that a copy of said Certificate of Amendment
increasing number of directors from
5 to 7
and certified by the County Clerk of the aforesaid County, and containing the
required statement of facts prescribed by said Code, has been this day filed in
this office.
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the Great Seal of
the State of Montana, at Helena, the
Capital, this twenty-sixth day of March,
A.D. 1959.
FRANK MURRAY
Secretary of State
1
2
CERTIFIED PROCEEDINGS
OF
ANNUAL MEETING OF THE STOCKHOLDERS
OF
GOLD RESERVE MINING COMPANY
TO AMEND ITS ARTICLES OF INCORPORATION BY
INCREASING THE NUMBER OF DIRECTORS FROM 5 TO 7
* * * * * * * * * *
2
3
NOTICE OF ANNUAL STOCKHOLDERS MEETING
OF
GOLD RESERVE MINING COMPANY
The Annual Meeting of the Stockholders of GOLD RESERVE MINING COMPANY,
a Corporation of the State of Montana, will be held in the Zortman Community
Hall, Zortman, Phillips County, Montana, on the 8th day of July, 1958, at 2:00
o'clock P.M., for the transaction of any and all business that may properly come
before the meeting, including the election of the Board of Directors to hold
office for the ensuing year and to vote on a resolution to amend Article V of
the Articles of Incorporation for the purpose of increasing the number of
directors from five to seven.
Dated this 18th day of June, 1958.
GOLD RESERVE MINING COMPANY,
a Montana Corporation,
By: /s/ DON B. BENNETT
--------------------------------
Don B. Bennett, Secretary.
3
4
ANNUAL MEETING OF THE STOCKHOLDERS
OF
GOLD RESERVE MINING COMPANY
------------------------------------------
The Annual Stockholders' Meeting of the Gold Reserve Mining Company was
held at the site of the company mine at Zortman, Montana, on July 8th, 1958, at
2:00 o'clock P. M. Proper notices, as attached to the minutes, were sent to all
stockholders on record as of July 1, 1958, together with signed proxies for
those who could not attend the meeting.
The meeting was called to order by our President, Mr. Delbrook
Lichtenberg; and after a welcome to the Stockholders present, Mr. Lichtenberg
asked Mr. Don B. Bennett, Secretary, for a roll call to determine whether or not
we had a quorum present for our meeting. Mr. Lichtenberg appointed the following
committee to check the roll call and determine whether or not we had a quorum: .
. . . . Mr. Bennett then proceeded to call the roll of the stockholders, showing
the following results:
. . . . . . .
Mr. Strobel, Chairman of the committee, reported that 8,094,400 shares
were represented in person. 134,050 shares were represented by proxy. The
committee reported that this made the quorum necessary for the meeting, there
being represented and voting more than two-thirds of the stock issued and
outstanding.
. . . . . . . .
Mr. H. B. Landoe then reported that one of the purposes of the meeting
was to vote on a proposal to increase the number of the Board of Directors from
five to seven, for the reason that the number of stockholders had grown to such
an extent that the stockholders might be more fully represented by a larger
Board of Directors. After considerable discussion of said proposal, the
following resolution was proposed by Forrest Noel:
"BE IT RESOLVED, That Article V of the Articles of Incorporation shall be
amended to read as follows: 'The number of directors who shall manage the
business affairs of said Corporation shall be seven (7), three (3) of whom
shall be elected for a term of three (3) years, two (2) of whom shall be
elected for a term of two (2) years, and two (2) of whom shall be elected
for a term of one (1) year.'"
Forrest Noel thereupon moved the adoption of the resolution, and Mrs.
Mary Gondeiro seconded the motion. Upon being put to a vote, the motion to adopt
the foregoing resolution was unanimously passed.
. . . . . . . . . .
There being no further business to come before the meeting, it was duly
adjourned.
/s/ DELBROOK LICHTENBERG
------------------------------------
Chairman.
Attest:
/s/ DON B. BENNETT
- -----------------------------
Secretary.
STATE OF MONTANA )
:ss.
County of Gallatin )
We, the undersigned Chairman and Secretary of the Gold Reserve Mining
Company, a Montana corporation organized and existing under and by virtue of the
laws of the State of Montana, do hereby certify that the foregoing is a true,
correct and full record of the proceedings had and the business done at the
annual meeting of the Stockholders of said Corporation held on the 8th day of
July, 1958, at 2:00 o'clock P. M., at the site of the company mine at Zortman,
Montana; that the Notice of said Annual Meeting of the Stockholders of said
Corporation as set out and contained in the foregoing proceedings
4
5
was duly and regularly sent to all of the stockholders, pursuant to the By-Laws
of said Corporation and in compliance with the laws of the State of Montana, and
the minutes of said meeting include the resolution set out in the foregoing
excerpt of said minutes, which resolution is a true, full and correct copy of
the original Resolution that came before said meeting of the stockholders.
WITNESS OUR HANDS and the Seal of said Corporation this 15th day of
December, A.D., 1958.
/s/ Delbrook Lichtenberg
------------------------------------
Chairman
/s/ Don B. Bennett
- ---------------------------------------
Secretary
of the GOLD RESERVE MINING COMPANY,
a Montana Corporation
STATE OF MONTANA )
:ss.
County of Gallatin )
On this 15th day of December, 1958, before me, JOSEPH B. GARY, a Notary
Public for the State of Montana, personally appeared DELBROOK LICHTENBERG and
DON B. BENNETT, known to me to be the Chairman and Secretary, respectively, of
the GOLD RESERVE MINING COMPANY, a Montana corporation, with its principal
office at Bozeman, Montana, and acknowledged to me that they had read the
foregoing Notice of time and place of the meeting, the minutes of said meeting,
and the certification thereof, which meeting was held for the purpose of
electing a Board of Directors and for the purpose of voting on a resolution to
amend Article V of the Articles of Incorporation of said Corporation, increasing
the number of directors from five (5) to seven (7), and that they had executed
the foregoing Certificate as such officers, and that they know the contents
thereof and that the facts stated therein are true and that the copy of the
resolution is a true, correct and full copy thereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial
Seal, the day and year first above written.
/s/ Joseph B. Gary
-----------------------------------------
Notary Public for the State of Montana.
Residing at Bozeman, Montana.
My Commission expires June 1st, 1960.
I hereby certify that I have read the foregoing transcript of
Proceedings of the Annual Meeting of the Stockholders of the Gold Reserve Mining
Company held July 8th, 1958, and know the contents thereof, and that the matters
therein set forth are of record in the Minute Book of this Corporation.
Dated this 15th day of December, A.D., 1958.
/s/ Don B. Bennett
-----------------------------------------
Secretary of GOLD RESERVE MINING
COMPANY, a Montana Corporation.
5