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Exhibit 3.6
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF GR-MONTANA
DEPARTMENT OF THE SECRETARY OF STATE
OF THE
STATE OF MONTANA
CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
I, FRANK MURRAY, Secretary of State of the State of Montana, do hereby certify
that duplicate originals of Articles of Amendment to the Articles of
Incorporation of
GOLD RESERVE MINING COMPANY
duly executed pursuant to the provisions of Section 15-2255 of the Revised Codes
of Montana, 1947, have been received in my office and found to conform to law.
NOW, THEREFORE, I, FRANK MURRAY, as such Secretary of State, by virtue of the
authority vested in me by law, hereby issue this Certificate of Amendment to the
Certificate of Incorporation of
GOLD RESERVE CORPORATION
formerly
GOLD RESERVE MINING COMPANY
and attach hereto a duplicate original of the Articles of Amendment to the
Articles of Incorporation.
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the Great Seal of
the State of Montana, at Helena, the
Capital, this 5th day of September A. D.
1973.
(GREAT SEAL)
FRANK MURRAY
Secretary of State
By GAIL M. DeWALT
Chief Deputy
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ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
GOLD RESERVE MINING COMPANY
Pursuant to the provisions of Section 55 of the Montana Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is "GOLD RESERVE MINING
COMPANY."
SECOND: The following amendments of the Articles of Incorporation
were adopted by the shareholders of the corporation on May 22, 1973, and July 9,
1973, in the manner prescribed by the Montana Business Corporation Act.
(A) Article I of the Articles of Incorporation have been amended
to read:
The name of the corporation shall be changed to: "GOLD
RESERVE CORPORATION."
(B) Article V of the Articles of Incorporation of the company
shall be amended to read as follows:
"The number of directors who shall manage the business
affairs of the corporation shall be no less than three (3)
and no more than seven (7) who shall be elected annually by
the stockholders for a period of one year and shall serve
until the election and acceptance of their duly qualified
successors. Any vacancies may be filled by the Board of
Directors for the unexpired term of a director."
(C) Article VI of the Articles of Incorporation shall be amended
to read as follows:
The capital stock of said corporation shall be reverse split
from 30,000,000 shares to 6,000,000 shares which is a
reverse split of five (5) present shares for one (1) new
share.
There shall be 6,000,000 shares of authorized stock and said
6,000,000 shares of authorized stock shall have No Par
Value.
THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 12,709,924; and the number of shares entitled to vote
thereon was 12,709,924.
FOURTH: The number of shares voted for such amendment was 9,450,009;
and the number of shares voted against such amendment was (NONE).
FIFTH: The manner in which any exchange or cancellation of issued
shares provided for in the amendment [FIRST (C)] shall be effected is as
follows:
Each stockholder shall turn in his present stock (of the 12,709,924
shares outstanding) and will have the stock reverse split at a ratio of 5 shares
of the old stock for one share of the new stock in "Gold Reserve Corporation".
At such time all stockholders have done this, there will be 2,541,985 shares
issued in Gold Reserve Corporation from the authorized 6,000,000 shares as
authorized in the amendment set out above. There shall be no charge for a
stockholder exchanging his stock in Gold Reserve Mining Company for new stock
issued in the name change of the company namely "Gold Reserve Corporation".
SIXTH: The manner in which such amendments effects a change in the
amount of stated capital, and the amount of stated capital as changed by such
amendments, are as follows:
No Change
Dated this 31st day of August, 1973.
Gold Reserve Mining Company a/k/a
GOLD RESERVE CORPORATION.
By: /s/ Frank Duval
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President
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By: /s/ John Kantjas
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Secretary
STATE OF WASHINGTON )
) ss.
County of Spokane )
I, William B. Bantz, a notary public, do hereby certify that on this
31st day of August, 1973, personally appeared before me Frank Duval and John
Kantjas, who, being by me first duly sworn, declared that they were the
president and secretary, respectively, of the Gold Reserve Mining Company a/k/a
GOLD RESERVE CORPORATION, that they signed the foregoing document as president
and secretary, respectively, of the corporation, and that the statements therein
contained are true.
/s/ William B. Bantz
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Notary Public for State of
Washington, Residing at Spokane
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