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<br />(i) Place an "'X" in the box next to the nominee( s) of your <br />choice. (The number of boxes you mark depends on the <br />number of vacancies); <br /> <br />(ii) Place your voted secret ballot inside the envelope <br />marked "CONFIDENTIAL"; place the "CONFIDENTIAL" envelope <br />inside the envelope addressed "President/CEO, The Mule Deer <br />Foundation"; then place your signature on the front upper left hand <br />comer of the envelope addressed "President/CEO, The Mule Deer <br />Foundation. " <br /> <br />(2) Each existing Director shall be entitled to vote for one nominee per <br />vacancy listed on the secret ballot and in no event shall the Director be <br />entitled to vote for the same nominee twice if more than one vacancy exists. <br />After placing his or her vote(s) on the secret ballot, the Director shall return <br />the secret ballot to the President/CEO or corporate counsel, at the <br />Corporation's headquarters office or counsel's business office, no later than <br />the date set for the fourth quarter meeting, or as otherwise directed by the <br />Board. A ballot received after the date set for the close of election or which <br />is personally delivered to the Corporation after the date set for the close of <br />the election shall be invalid. <br /> <br />(3) The President/CEO and two Directors appointed by the Board of <br />Directors and the head of the Corporation's office staff or corporate counsel <br />shall accumulate and count all secret ballots received on or before the date set <br />for the close of the election. The votes shall be tabulated, excluding any <br />spoiled ballots, and depending on the number of vacancies to be filled, the <br />nominee(s) receiving the highest number of votes shall become the new <br />Director(s), provided that a nominee to be elected mllst receive votes greater <br />than fifty percent (50%) of the total number of directors then in office. No <br />election shall be valid and no director shall be elected unless at least sixty <br />percent (60%) of all Directors then in office, vote and return unspoiled secret <br />ballots to the President/CEO, or corporate counsel, on or before the date set <br />for the close of the election. <br /> <br />(4) Tie votes or in a case where not all vacant director positions are filled, <br />a follow-up vote may take place by open forum or secret ballot at the 4th <br />quarter Board meeting, or as othenvise directed by the Board, and the voting <br />may continue until all vacant director positions are filled. <br /> <br />Section 5.04. <br /> <br />MEETINGS. <br /> <br />(a) Regular Meetings. Regular meetings of the Board shall be held quarterly, or <br />as othenvise designated by the Board of Directors, at the hour and place designated <br />by the Board. One regular meeting of the Board of directors shall be an annual <br />meeting for review' of the annual report (section 10.04). <br /> <br />9 May17.2003FinaJ <br />