EX-3 3 exh3-2.txt AMENDMENTS TO ARTICLES Exhibit 3.1(a) ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TINGLEFOOT MINING, INC. Pursuant to the Provisions of Section 16e-lOa-1006 of the Utah Revised Business Corporations Act, Tinglefoot Mining, Inc., hereby adopts the following amendments to its Articles of Incorporation. AMENDMENT - ARTICLE I - NAME A. Article I - Name The name of the company is amended to: Mexico Investment Corporation (12/20/95 as per Bob Bryson) B. Article IV - Capitalization Article IV of the Company's Articles of Incorporation was amended to read as follows: Aticle IV - Capitalization. The aggregate number of shares which the corporation shall have the authority to issue is fifty million (50,000,000) shares of $.00l per share par value common stock. All voting rights of the corporation shall be exercised by the holders of the common stock, with each share of the common stock being entitled to one vote. Cumulative voting will not be allowed. All shares of common stock shall equal rights in the event of dissolution. Effective November 22, 1995, the shareholders approved a 1 for 40 reverse split of the then outstanding shares of $0.001 par value common stock. Adoption of Amendments The above amendments to the Articles of Incorporation of Tinglefoot Mining, Inc. were duly adopted by the shareholders of the corporation at a meeting held November 22, 1995 in the manner prescribed the Utah Revised Corporation Act as follows: Voting Group Shares Number of Undisputed Number of Designation Outstanding Votes Allowed Votes Represented ------------ ----------- ------------- -------------------- Common Stock 18,540,000 18,540,000 13,574,147 The Shareholders voted as follows on such amendments: Voting Group Votes for Votes Against Designation Amendments Amendments ------------ ---------- ------------- Common Stock 13,574,147 -0- The number of shares cast for approval of the amendments by the voting group was sufficient for approval of the aforementioned amendments by the group. In witness whereof, the undersigned president and secretary, having been thereto duly authorized, have executed the foregoing Articles of Amendments to the Articles of Incorporation for the corporation this 22nd day of November, 1995. Tinglefoot Mining, Inc. /s/ ----------------------------------- President /s/ ----------------------------------- Secretary Notary: [SEAL] STATE OF California COUNTY OF San Diego On 12/14/95 Linda Everett and Michael Sunstein personally appeared before me, a notary public, who acknowledged that they executed the above instrument. /s/ Nancy Lower ----------------------------------- Singature of Notary Exhibit 3.1(b) ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF MEXICO INVESTMENT CORPORATION Pursuant to the Provisions of Section 16e-lOa-1006 of the Utah Revised Business Corporations Act, Mexico Investment Corporation hereby adopts the following amendment to its Articles of Incorporation. AMENDMENT - ARTICLE I - NAME A. Article I - Name The name of the company is amended to: Baja Pacific International, Inc. Adoption of Amendment The above amendment to the Articles of Incorporation of Mexico Investment Corporation were duly adopted by the shareholders of the corporation at a meeting held February 22, 1996 in the manner prescribed the Utah Revised Corporation Act as follows: Voting Group Shares Number of Undisputed Number of Designation Outstanding Votes Allowed Votes Represented ------------ ----------- ------------- -------------------- Common Stock 463,500 463,500 333,720 The Shareholders voted as follows on such amendments: Voting Group Votes for Amendments Votes Against Designation Amendments ------------ -------------------- ------------- Common Stock 333,720 -0- The number of shares cast for approval of the amendment by the voting group was sufficient for approval of the aforementioned amendment by the group. In witness whereof, the undersigned president and secretary, having been thereto duly authorized, have executed the foregoing Articles of Amendment to the Articles of Incorporation for the corporation this 22nd day of February, 1996. Notary: [SEAL] STATE OF California COUNTY OF San Diego On February 27, 2996, personally appeared before me, a notary public, who acknowledged that Linda Everett and Michael Sunstein executed the above instrument. /s/ Nancy Lower ----------------------------------- Signature of Notary Exhibit 3.1(c) ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BAJA PACIFIC INTERNATIONAL, INC. Pursuant to the provisions of Utah Code Ann. Section 16-lOa-1006 Baja Pacific International, Inc.(the "Corporation") hereby adopts the following Aftcles of Amendment to it Articles of Incorporation. I. Name. The name of the Corporation is Baja Pacific International, Inc. II. Amendment. Article I of the Corporation's Articles of Incorporation is hereby amended to change the name of the Corporation to Taig Ventures, Inc. III. Shares. The aggregate number of shares which the Corporation shall have authority to issue is fifty million (50.000,000) shares of $.001 per share par value common stock. IV. Amendment. Article IV of the Corporation's Articles of Incorporation is hereby amended to read as follows: Article IV - Shares. The authorized capital of the Corporation includes 100,000,000 shares of common stock without par value, 100000 Class A Preferred shares with a par value of $1.00; and 10,000,000 Class B Preferred shares with a par value of $1.00. V. Date of Adoption. The foregoing amendments were adopted at a joint special meeting of the shareholders and directors of the Corporation held on April 30, 1998. VI. Adoption of Amendments by Shareholders. There were 463,500 shares of the Corporation's common stock outstanding and entitled to one vote each to approve or disapprove the adoption of the above amendments at the referenced meeting of the shareholders. Of these shares, 333,720, shares were indisputably represented at the meeting of the shareholders and 333,720 of these shares voted in favor of the amendments and 0 shares were voted against the amendments, The number of shares cast for approval of the amendments by the voting group was sufficient for approval of the adoption of the amendments. Dated this 30th day of April, 1998 BAJA PACIFIC 1NTERNATIONAL, INC. /s/ Shane Kennedy ------------------------------------- By Shane Kennedy, Its President