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<br />The Secretary of the Corporation shall have the custody of the seal and affix it in all <br />appropriate cases to all corporate documents. Failure to affix the seal shall not, however, <br />affect the validity of any instrument. <br /> <br />ARTICLE XII <br />AMENDMENTS OF BYLAWS <br /> <br />Section 11.01. RIGHT TO AMEND BYLAWS. <br /> <br />With sixty days notice, new Bylaws may be adopted, or these Bylaws may be <br />amended or repealed, by action of a two-thirds vote of the Board of Directors. <br /> <br />CERTIFICATE OF SECRETARY OF <br />THE MULE DEER FOUNDA nON <br />a California nonprofit corporation <br /> <br />I hereby certifY that I am the duly elected and acting Secretary of the above-named <br />Corporation and that the foregoing Amended and Restated Bylaws, comprising 17 pages, <br />constitute the Bylaws of said Corporation as duly adopted by the unanimous Written <br />Consent of the Board of Directors dated ,2003. <br /> <br />, Secretary <br /> <br />17 May 17,2003 Final <br />