UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8 - K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of
Report (Date of earliest event reported): September 11, 2005
___________
METALLINE
MINING COMPANY
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-27667
|
91-1766677
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
|
Identification
No.)
|
1330
E. Margaret Avenue, Coeur d'Alene, Idaho 83815
(Address
of principal executive offices) (Zip Code)
(208)
665-2002
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Article
3, Section 3.1 provides that the annual meeting of shareholders shall be
held at
the principal business office of the Company in Coeur d'Alene, Idaho on the
fourth Monday in April of each year unless otherwise specified by the Board.
The
prior Bylaws provided that the annual meetings of shareholders were to be
held
on the first business day in the month of February in the Nevada office of
the
Company or at such place as determined by the Board.
Article
3, Section 3.2 provides that special meetings of the shareholders may be
called
by a two-thirds (2/3) majority of the Board of Directors or by the president.
The prior Bylaws provided that special meetings of the shareholders could
be
called by the president or any two officers and would be called by any officer
of the Company at the written request of shareholders owning at least forty-five
percent (45%) of the issued and outstanding voting shares of common
stock.
Article
3, Section 3.3 provides that the Company may give notice by electronic
transmission if consented to by the shareholder to whom the notice is given.
The
prior Bylaws did not provide for electronic notice.
Article
3, Section 3.9 provides that the chairman of any meeting of shareholders
shall
determine the order of business and the procedure at the meeting. This section
also provides certain provisions by which business may be properly brought
before an annual or special shareholders' meeting, including a provision
that
allows shareholders to bring a matter before the annual meeting if notice
is
properly provided not less than 75 days and not more than 90 days before
the
meeting. The order of business provided in the prior Bylaws has been deleted.
The prior Bylaws were silent regarding shareholder proposals.
Article
3, Section 3.12 provides that the list of the Company's shareholders shall
be
open to examination upon demand by holders of 5% of the outstanding voting
shares of the Company. The prior Bylaws provided that the list of the Company's
shareholders would be open to examination upon demand by holders of 25% of
the
outstanding voting shares of the Company.
Article
3, Section 3.13 provides that action requiring a vote of shareholders may
not be
taken without a meeting brought in accordance with the Bylaws. The prior
Bylaws
were silent in this regard.
Article
4, Section 4.2 provides that the number of directors shall be determined
by a
two-thirds (2/3) majority of the directors. The prior Bylaws provided that
shareholders would decide the number of directors at the annual shareholder
meeting.
Article
4, Section 4.3 provides that a two-thirds (2/3) majority of the directors
shall
have the power to elect new directors if the number of directors is increased
between annual meetings. The prior Bylaws provided that the number of directors
could only be increased or decreased by a plurality of votes cast at a special
meeting of shareholders.
Article
4, Section 4.5 provides that Directors may participate in meetings of the
Board
by telephone or other similar communications equipment. The prior Bylaws
were
silent in this regard.
Article
4, Section 4.6 provides that notice of special Board meetings shall be mailed
to
Directors not less than five days before the meeting by mail or shall be
sent
not less than 24 hours before the meeting by facsimile transmission. The
prior
Bylaws provided that notice of special Board meetings would be given to
Directors not less than seven days and not more than 15 days before the meeting
by mail.
Article
4, Section 4.11 provides that actions requiring a vote by the Board may be
taken
without a meeting on written consent from all of the Directors entitled to
vote.
The prior Bylaws were silent in this regard.
Article
6, Section 6.8 provides that officers shall be elected by a two-thirds (2/3)
majority of the Board and that two-thirds (2/3) of the Board may empower
the
president to appoint officers other than the president, chairman of the Board
or
treasurer. The prior Bylaws allowed a majority of the Directors to elect
officers and did not include a provision allowing the president to appoint
certain officers. The prior Bylaws also required that the president be selected
from among the Directors.
Article
7, Section 7.2 provides that any officer may be removed by a two-thirds (2/3)
majority of the Board or by the president. The prior Bylaws provided that
all
officers served for a one year term but could be removed from office by a
majority of the Board.
Article
7, Section 7.3 provides that one or more Directors may be removed by a
two-thirds (2/3) majority of the Board or a vote of at least sixty-six and
two-thirds percent (66 2/3%) of the outstanding voting shares of the Company.
The prior Bylaws provided that one or more Directors could be removed at
a
special meeting of shareholders by a majority vote of the outstanding voting
shares of the Company.
Article
7, Section 7.4 provides that vacancies occurring in any officer or directorship
may be filled for the unexpired term by a two-thirds (2/3) majority of the
Board
and that the president may fill any vacancies in those offices he is empowered
to appoint. The prior Bylaws provided that such vacancies could be filled
by a
majority of the Board.
Article
13 provides that the Bylaws may be amended or repealed by a two-thirds (2/3)
majority of the Board or a vote of at least sixty-six and two-thirds percent
(66
2/3%) of the outstanding voting shares of the Company. The prior Bylaws were
silent in this regard.
The
current Bylaws are silent regarding a shareholder's right to inspect corporate
records and therefore defer to the Nevada Revised Statutes, which provide
that
shareholders owning not less than 15 percent (15%) of the outstanding voting
shares of the Company may inspect books of account and all financial records
upon five days' written demand. The prior Bylaws provided that no shareholder
had the right to inspect any account, book or document of the
Company.
Item
9.01. Financial Statements and Exhibits.
(c)
The
following exhibit is filed herewith:
Exhibit
No.
Exhibit
Description
3.1 Amended
and Restated Bylaws of Metalline Mining Company.
S
I G N A T U R E
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
METALLINE MINING COMPANY
(Registrant)
September
13,
2005
By:
/s/
Merlin D. Bingham
Date
Merlin
D. Bingham
President