b. Raffle permit-Mule Deer Foundation

(b) Place of Meetings. Meetings of the Board may be held at any place within or outside the State of California that has been designated from time to time by the Board by notice of the meeting or. if not designated or there is no notice, at the principal executive office of the Corporation. <._~~- (c) Meetings by Telephone. Any meeting may be held by conference telephone or similar communication equipment, as long as all Directors participating in the meeting can hear one another. All such Directors shall be deemed to be present in person at such a meeting. (d) Voting by Proxy. Any Director lmable to attend a regular or special meeting either by personal appearance or by phone may submit his proxy vote by mail, facsimile or email to either the Chainnan of the Board or Corporation headquarters. Proxy forms, listing agenda items only, will be n.unished to each Board member in advance of the meeting date. Completed proxy forms must be returned to either the Chairman of the Board or Corporation headquarters by one of the methods described herein prior to the scheduled meeting date and time. Proxy votes do not count towards establishing a quorum. Section 5.05. SPECIAL MEETINGS. (a) Authority to Call. Special meetings of the Board, for any reason, may be called at any time by the Chairman of the Board or by a majority of the Board of Directors. (b) Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each Director by personal delivery, by first-class mail, postage prepaid, by telephone communication, or by telegram, charges prepaid. All such notices shall be given or sent to the respective Director's address or telephone number as shown on the records of the Corporation. (c) Time Requirements. Notices sent by first-class mail shall be deposited into a United States mail box at least seven (7) days before the time set for the meeting. Notice given by personal delivery, telephone, or telegraph company at least forty- eight (48) hours before the time set for the meeting. Cd) Notice Contents. Notices shall state the time and place of the meeting and the business to be transacted, as required by these Bylaws. (e) \Vaiver of Notice. Notice of a meeting need not be given to any Director "vho signed a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes thereof, \vhethel" before or after the meeting. The waiver of notice or consent need not specifY the purpose of the meeting. All "vaivers, consents, and approvals shall be filed \\/ith the corporate records or made apali of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director \vho attends a meeting without protesting, prior thereto or at its commencement, such lack of notice to the Director. 10 l\rIay17.1003Final