b. Raffle permit-Mule Deer Foundation

.)223, or without cause in accordance with the provisions of California Corporations Code section 5222. (d) Vacancies in the Board. (l) Vacancies on the Board of Directors shall exist on the death, resignation, removal, or expiration of the term of any Director, whenever the number of Directors authorized is increased, and on the failure of the Directors in any election to elect the requisite number of Directors. In the case of the death, resignation or removal of any Director, the remaining Members of the Board of Directors shall fill such a vacancy by the process in section 5.03(e). ( e) Election of Directors. NOMINA nONS: (1) Where one or more vacancies exist, the Board shall nominate an appropriate number of candidates at the third quarter Board meeting, or as othenvise directed by the Board. (2) Each existing Director shall be entitled and encouraged to recommend prospective Board members, whose names will be maintained on a roster of Board prospects to be maintained by the chairman of the Board Recruitment Committee. (3) In order for a prospect to be considered for a Board position, he/she must submit to the Corporation's headquarters, or corporate counsel's business office, or an existing Board member of the Corporation a completed nomination questionnaire that includes their qualifications for Director, by July 1 or as otherwise directed by the Board of directors. At the third quarter Board meeting the Board shall nominate a slate of Board candidates. (4) Unless otherwise directed by the Board, the President/CEO or corporate counsel shaUprepare a secret ballot listing the nominees for the vacant Director's office. The President/CEO or corporate counsel shall mail the secret ballot to each existing Director at his or her last known address no later than fourteen (14) days be.tore the date set for the close of the election. BALLOT PROCEDURE: ( 1) The procedure for completing and submitting a secret ballot is as follows: 8 May 17,2003Final