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Exhibit 3.5
CERTIFICATE OF PROCEEDINGS TO AMEND ARTICLES OF INCORPORATION OF GR-MONTANA
I, FRANK MURRAY, Secretary of State of the State of Montana, do
hereby certify that
GOLD RESERVE MINING COMPANY
in accordance with the provisions of 15-201 - 15-206, of the Revised Codes of
Montana, 1947, on the sixteenth day of November, A. D. 1959, caused its
Certificate of Proceedings to amend Articles V & VI of its Articles of
Incorporation 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 the Certificate of Proceedings to
amend Articles V & VI of its Articles of Incorporation 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 here-unto set
my hand and affixed the Great Seal of the State of
Montana, at Helena, the Capital, this 18th day of
November, A. D. 1959.
FRANK MURRAY
Secretary of State
By:
Chief Deputy
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CERTIFIED PROCEEDINGS
OF
SPECIAL MEETING OF THE STOCKHOLDERS
OF
GOLD RESERVE MINING COMPANY
TO AMEND ITS ARTICLES OF INCORPORATION
* * * * * * * *
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF
GOLD RESERVE MINING COMPANY
A special meeting of the stockholders of Gold Reserve Mining
Company, a corporation of the State of Montana, will be held in the Professional
Building, at 27 North Tracy, Bozeman, Montana, on the 14th day of November,
1959, at 10:30 A.M., for the following purposes:
1. To consider and vote upon a proposed resolution to amend Article
VI of the Articles of Incorporation and to cause said Article VI to read as
follows:
" ARTICLE VI.
The amount of the total authorized capital stock of this
Corporation shall be Three Million Dollars ($3,000,000.00), divided
into thirty million (30,000,000) shares of the par value of ten
cents (10(cent)) per share. The capital stock of this Corporation,
after the amount of the subscription price or par value has been
paid in, shall not be subject to assessment to pay the debts of the
Corporation, and the stock of this Corporation shall have no
pre-emptive rights in or right to subscribe for any additional stock
which may at any time be issued by the Corporation."
2. To consider and vote upon a proposed resolution to amend Article
V, as amended, or the Articles of Incorporation, and to cause said Article V, as
amended, to read as follows:
" ARTICLE V.
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.
This Corporation, through its Board of Directors, shall
have power to appoint such officers and agents as the affairs of the
Corporation shall require, and to allow them and the directors
suitable compensation, and make By-Laws not inconsistent with the
constitution or laws of the United States, or the State of Montana,
for the management, regulations and government of its affairs and
property and transfer of its stock, the transaction of its business
and the calling and holding of meetings of its stockholders."
3. To consider and vote on the following resolution:
"RESOLVED: That the Board of Directors be, and its is
hereby authorized, in its discretion, to issue the capital stock of
this Corporation to the full amount or number of shares authorized
by the Articles of Incorporation, to-wit: thirty million
(30,000,000) shares, in such amounts and for such consideration as
from time to time shall be determined by the Board of Directors, and
as may be permitted by law, and that all capital stock transfers
heretofore made by the Corporation are hereby approved."
4. To consider and vote upon the following resolution to amend
Article VIII of the By-Laws of said Corporation to read as follows:
ARTICLE VIII.
AMENDMENTS
1. The By-Laws may be amended, repealed, or altered, in
whole or in part, by a vote representing two-thirds (2/3) of the
subscribed stock of the company, at any regular or special meeting,
where such action has been announced in the call and notice of such
meeting;
or
2. The By-Laws of the Corporation shall be subject to
alteration, amendment, or repeal by a majority vote of the whole
Board of Directors, at any regular or special meeting of the Board,
provided that notice of such proposed alteration, amendment or
repeal shall have been given, in writing, at the next preceding
regular or special
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meeting of the Board, or without any such notice, by unanimous vote,
at any meeting of the Board of Directors, when all of the directors
are present."
5. For the conduct of such other business as may properly come
before said meeting.
Dated this 27th day of October, A.D., 1959.
GOLD RESERVE MINING COMPANY,
a Montana Corporation,
/s/ Don B. Bennett
------------------------------------------------
Don B. Bennett, Secretary
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SPECIAL MEETING OF THE STOCKHOLDERS
OF
GOLD RESERVE MINING COMPANY.
----------------------
A special meeting of the stockholders of the Gold Reserve Mining
Company was held in the Professional Building at 27 North Tracy, Bozeman,
Montana, on the 14th day of November, 1959, at 10:30 A.M. Proper notices, as
attached to the minutes, were sent to all stockholders of record as of the 27th
of October, 1959, together with signed proxies for those who could not attend
the meeting.
The meeting was called to order by the President, Mr. Delbrook
Lichtenberg, who acted as chairman. The Chairman requested Don B. Bennett, the
Secretary, for roll call to determine whether or not a quorum was present. After
roll call, it was ascertained that 6,718,400 shares were represented in person
and 1,173,925 shares were represented by proxy. The Secretary reported that this
made the quorum necessary for the meeting.
The Chairman reported that one of the purposes of the meeting was to
vote on a proposal to amend Article VI of the Articles of Incorporation to read
as follows:
" ARTICLE VI.
The amount of total authorized capital stock of this
Corporation shall be Three Million Dollars ($3,000,000.00) divided
into thirty million (30,000,000) shares of the par value of ten
cents (10(cent)) per share. The capital stock of this Corporation,
after the amount of the subscription price or par value has been
paid in, shall not be subject to assessment to pay the debts of the
Corporation, and the stock of this Corporation shall have no
pre-emptive rights in or right to subscribe for any additional stock
which may at any time be issued by the Corporation."
After discussion, H. B. Landoe proposed the following resolution
and moved the adoption thereof, as follows:
" BE IT RESOLED, that Article VI of the Articles of
Incorporation be amended to read as follows: 'The amount of the
total authorized capital stock of this Corporation shall be Three
Million Dollars ($3,000,000.00), divided into thirty million
(30,000,000) shares of the par value of ten cents (10(cent)) per
share. The capital stock of this Corporation, after the amount of
the subscription price or par value has been paid in, shall not be
subject to assessment to pay the debts of the Corporation, and the
stock of this Corporation shall have no pre-emptive rights in or
right to subscribe for any additional stock which may at any time be
issued by the Corporation.'"
The motion to adopt the foregoing resolutions was seconded by Val
Glynn, and upon being put to a vote, was unanimously carried.
The Chairman then announced that, pursuant to the call of the
meeting, it is proposed to amend Article V of the Articles of Incorporation by
causing said Article V to read as follows:
" ARTICLE V.
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 year.
This Corporation, through its Board of Directors, shall
have power to appoint such officers and agents as the affairs of the
Corporation shall require, and to allow them and the directors
suitable compensation, and make By-Laws not inconsistent with the
constitution or laws of the United States, or the State of Montana,
for the management, regulation and government of its affairs and
property and transfer of its stock, the transaction of its business,
and the calling and holding of meetings of its stockholders."
After discussion, H. B. Landoe proposed the following resolution
and moved the adoption thereof, as follows:
"BE IT RESOLVED, that Article V of the Articles of
Incorporation 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
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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.
This Corporation, through its Board of Directors, shall
have power to appoint such officers and agents as the affairs of the
Corporation shall require, and to allow them and the directors
suitable compensation, and make By-Laws not inconsistent with the
constitution or laws of the United States, or the State of Montana,
for the management, regulation and government of its affairs and
property and transfer of its stock, the transaction of its business,
and the calling and holding of meetings of its stockholders.'"
The motion to adopt the foregoing resolution was duly seconded by
Walter Mecklenberg, and upon being put to a vote, was unanimously carried.
The Chairman then announced that, pursuant to the call of the
meeting, it is proposed that Article VIII of the Articles of Incorporation be
amended to read as follows:
" ARTICLE VIII.
AMENDMENTS.
1. The By-Laws may be amended, repealed, or altered, in
whole or in part, by a vote representing two-thirds (2/3) of the
subscribed stock of the company, at any regular or special meeting,
where such action has been announced in the call and notice of such
meeting;
or
2. The By-Laws of the Corporation shall be subject to
alteration, amendment or repeal, by a majority vote of the whole
Board of Directors, at any regular or special meeting of the Board,
provided that notice of such proposed alteration, amendment or
repeal shall have been given, in writing, at the next preceding
regular or special meeting of the Board, or without any such notice,
by a unanimous vote, at any meeting of the Board of Directors, when
all of the directors are present."
and after discussion, a resolution to adopt said amendment was proposed by H. B.
Landoe, and moved the adoption thereof, as follows:
"BE IT RESOLVED, that Article VIII of the Articles of
Incorporation be amended to read as follows: 'AMENDMENTS. 1. The
By-Laws may be amended, repealed, or altered, in whole or in part by
a vote representing two-thirds (2/3) of the subscribed stock of the
company, at any regular or special meeting, where such action has
been announced in the call and notice of such meeting; or, 2. The
By-Laws of the Corporation shall be subject to alteration,
amendment, or repeal by a majority vote of the whole Board of
Directors, at any regular or special meeting of the Board, provided
that n otice of such proposed alteration, amendment or repeal shall
have been given, in writing, at the next preceding regular or
special meeting of the Board, or without any such notice, by
unanimous vote, at any meeting of the Board of Directors, when all
of the directors are present.'"
The motion to adopt the foregoing resolution was duly seconded by
Oliver Ebert, and upon being put to a vote, said motion was unanimously carried.
. . . . . . . . .
There being no further business to come before the meeting, it was
duly adjourned.
DELBROOK LICHTENBERG
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Chairman
Attest: DON B. BENNETT
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Secretary
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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 a
special meeting of the Stockholders of said Corporation held on the 14th day of
November, 1959, at 10:30 o'clock A.M., at the Professional Building, 27 North
Tracy, Bozeman, Montana; that the Notice of said Special Meeting of the
stockholders of said Corporation, as set out and contained in the foregoing
proceedings, 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 resolutions set out in the
foregoing excerpt of said minutes, which resolutions are true, full and correct
copies of the original resolutions that came before said meeting of the
stockholders.
WITNESS OUR HANDS and the Seal of said Corporation this 16th day of
November, A.D., 1959.
DELBROOK LICHTENBERG
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Chairman.
DON B. BENNETT
- -----------------------------------
Secretary.
of the GOLD RESERVE MINING COMPANY,
a Montana Corporation.
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STATE OF MONTANA )
: ss.
County of Gallatin )
On this 16th day of November, 1959, 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 that they had read the foregoing
Notice of time and place of the meeting, the minutes of said meeting, and the
certification thereof, 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 resolutions 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.
JOSEPH B. GARY
-------------------------------------------
Notary Public for the State of Montana.
(NOTARIAL SEAL) Residing at Bozeman, Montana.
My Commission Expires June 1st, 1960
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