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Rcol stiff <br />AMENDED AND RESTATED <br />BYLAWS <br />OF <br />WALKER RUBY MINING COMPANY, INC. <br />Article I <br />Offices <br />The Corporation may have such offices, either within or without the State of Colorado, as <br />the Board of Directors may designate or as the business of the Corporation may require from <br />time to time. <br />Article II <br />Shareholders <br />1. Annual Meeting. The annual meeting of the shareholders shall be held on the <br />second Monday in the month of March in each year, beginning with the year 2004, for the <br />purpose of electing directors and for the transaction of such other business as may come before <br />the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of <br />Colorado, such meeting shall be held on the next succeeding business day. If the election of <br />directors shall not be held on the day designated herein for any annual meeting of the <br />shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be <br />held at a special meeting of the shareholders as soon thereafter as conveniently may be. Failure <br />to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the <br />Corporation. <br />2. Special Meetings. Special meetings of the shareholders, for any purpose or <br />purposes, unless otherwise prescribed by statute, may be called by the president or by the Board <br />of Directors, and shall be called by the president at the request of the holders of not less than <br />one -tenth (1 /10) of all of the outstanding shares of the Corporation entitled to vote at the <br />meeting. <br />3. Place of Meeting. The Board of Directors may designate any place either <br />within or without the State of Colorado, as the place of meeting for any annual meeting or for <br />any special meeting of the shareholders called by the Board of Directors. A Waiver of Notice <br />signed by all shareholders entitled to vote at a meeting may designate any place, either within or <br />without the State of Colorado, as the place for the holding of such meeting. If no designation is <br />made, or if a special meeting is otherwise called, the place of meeting shall be the registered <br />office of the Corporation in the State of Colorado. <br />4. Notice of Meeting. Written or printed notice stating the place, day, and hour of <br />the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is <br />called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of <br />the meeting, either personally or by mail, by or at the direction of the president, secretary, or the <br />officer or persons calling the meeting, to each shareholder of record entitled to vote at such <br />meeting, except if the authorized shares are to be increased, at least thirty (30) days' notice shall <br />1 <br />