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BYLAWS <br />OF <br />WILLIAMS FORK MINING COMPANY <br />a Colorado corporation <br />ARTICLE I <br />Shareholders <br />Section 1. Time and Place. Any meeting of the shareholders may be held at such time <br />and place, within or outside of the State of Colorado, as may be fixed by the board of directors or <br />as shall be specified in the notice of the meeting or waiver of notice of the meeting. <br />Section 2. Annual Meeting. The annual meeting of the shareholders shall be held on <br />the day during the second calendar quarter of each year when the regular meeting of the board of <br />directors is held and at the place of that regular meeting. <br />Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or <br />purposes, may be called by the president, the board of directors, or any shareholder entitled to vote <br />at the meeting. <br />Section 4. Record Date. In order that the corporation may determine the shareholders <br />entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or to <br />express consent to corporate action in writing without a meeting, or entitled to receive payment of <br />any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in <br />respect of any change, conversion or exchange of shares or for the purpose of any other lawful <br />action, the board of directors may fix a record date, which record date shall not precede the date upon <br />which the resolution fixing the record date is adopted by the board of directors and which record <br />date: (1) in the case of determination of shareholders entitled to vote at any meeting of shareholders <br />or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than <br />ten days before the date of such meeting; (2) in the case of determination of shareholders entitled to <br />express consent to corporate action in writing without a meeting, shall not be more than ten days <br />from the date upon which the resolution fixing the record date is adopted by the shareholders; and <br />(3) in the case of any other action, shall not be more than sixty days prior to such other action. If no <br />record date is fixed: (1) the record date for determining shareholders entitled to notice of or to vote <br />at a meeting of shareholders shall be at the close of business on the day next preceding the day on <br />which notice is given, or, if notice is waived, at the close of business on the day next preceding the <br />day on which the meeting is held; (2) the record date for determining shareholders entitled to express <br />consent to corporate action in writing without a meeting when no prior action of the board of <br />directors is required by law, shall be the first date on which a signed written consent setting forth the <br />action taken or proposed to be taken is delivered to the corporation in accordance with applicable <br />law, or, if prior action by the board of directors is required by law, shall be at the close of business <br />on the day on which the board of directors adopts the resolution taking such prior action; and (3) the <br />record date for determining shareholders for any other purpose shall be at the close of business on <br />