6. "Corporation Act" means the Corporations Act, R.S.O. 1990, chapter C.38, and any statute amending or enacted in substitution therefore, from time to time;

7. "Documents" includes deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings;

8. "Executive Officers" means the persons who hold the offices enumerated in Section 5.01;

9. "Special Resolution" means a resolution passed by the directors and confirmed with or without variation by at least two-thirds of the votes cast at a general meeting of the members of the Corporation duly called for that purpose, or, in lieu of such confirmation, by the consent in writing of all members entitled to vote as such meeting.

1.02 Unless otherwise specified, all terms defined in the Corporation Act have the same meanings in this by-law and all other by-laws and resolution of the Corporation as attributed thereto in the Corporation Act.

2.00 HEAD OFFICE

2.01 The head office of the Corporation shall be in the City of Toronto, in the Province of Ontario, and such other place therein as the Board may from time to time determine.

3.00 SEAL

3.01 The seal which is impressed hereon shall be the corporate seal of the Corporation.

4.00 BOARD OF DIRECTORS

4.01 Board: The affairs of the Corporations shall be managed by a Board which, unless changed by

special resolution, shall be composed of 11 - 21 directors of various positions, each of whom at the time of election or within ten (10) days thereafter and through his term of office shall be a member of the Corporation. Each director shall be elected to hold office until the next election after he shall have been elected or until his successor shall have been duly elected and qualified. The whole board shall be retired at each bi-annual meeting but, subject to the provisions of this By-Law, shall be eligible for re-election if otherwise qualified. The election shall be by a secret ballot. The members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.

4.02 Without limiting the powers of the Board to manage the affairs of the Corporation, the Board

shall be responsible for:

1. drafting and executing policies of the Corporation in accordance with the Act and this by-law;

2. coordinating and overseeing the activities of the various committees and subcommittees, if any, of the board.

3. approving the annual budget of the Corporation;

4. overseeing and supervising the activities of all administrative staff of the Corporation;

5. hiring and firing members of the administrative staff of the Corporation;

6. approving the agenda for general meetings of the members;

7. managing and maintaining the resources and properties of the corporation.

4.03 Elected Directors: Elected directors, subject to the provisions of section 4.06, shall be elected for a term of two (2) years in the manner set out in Article 6.00 and shall hold office until their successors have been elected and qualified.

4.04 Qualifications: Each director shall:

1. be at the date of, or become within ten (10) days after, his election, and thereafter remain through out his term, a member of the Corporation who is qualified by the terms of Section 9.01 to hold office;

2. be at least eighteen (18) years of age; and

3. not be an undischarged bankrupt.

If a person ceases to be a member of the Corporation who is qualified by the terms of Section 9.01 to hold office, or becomes bankrupt, he or she thereupon ceases to be director, and the vacancy so created may be filled in the manner prescribed in Section 4.06.

4.05 Independent Board: Subject to section 4.14, no director shall be an employee of the Corporation and more than one-half of the directors must be persons who deal with the Corporation at "arm's-length", within the meaning of the Income Tax Act (Canada).

4.06 Vacancies: Vacancies on the board of directors, however caused, may, so long as a quorum of the directors remains in office, be filled by the directors from among the qualified members of the Corporation, if they shall see fit to do so. Otherwise, such vacancy shall be filled at the next election of the members at which the directors for the ensuing year are elected. But if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filed in the manner above provided.

4.07 Removal of Directors: The members may, by resolution passed by at least two-thirds (2/3) of the votes at a general meeting of which notice specifying the intention to pass the resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.

Any director who fails to attend four successive meetings, of the Board, without given advance notice and without a just cause, shall be deemed to have resigned.

4.08 Quorum: A majority of the Directors shall form a quorum for the transaction of business at meetings.

A quorum for the transaction of business at meetings of the Board shall be the smallest whole number that is not less than half (50%) of the Board.

4.09 Meetings: Meetings of the Board of Directors and the Executive Committee (if any) may be held at any place within or outside Ontario, as designated in the notice calling the meeting. Meetings of the Board may be called by the President, Vice-President (if any) or the Secretary or any two (2) directors. To the extent permitted by the Corporations Act, if all the directors present at or participating in a meeting consent, a meeting of directors or a committee of directors may be held by means of such as telephone, electronic or other communication facilities as permitted by all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed to be present at the meeting.

4.10 Notice: Subject to the provisions of Section 4.11, notice of Board meetings shall be delivered, mailed, telephoned or electronically transmitted to each director not less than five (5) days before the meeting is to take place, except in cases of urgency or emergency when notice of a Board meeting may be delivered, mailed, telephoned or electronically transmitted to each director less than one (1) day before the meeting is to take place. Inability to contact a director in such circumstances shall not invalidate such notice. The statutory declaration of the Secretary or the President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.

4.11 Regular Meetings: The Board may appoint one or more days in each year for regular meetings of the Board at a place and time named. No further notice of the regular meetings need be given. The Board shall hold a meeting within seven (7) days following the annual meeting of the Corporation for the purpose of organization, the electing and appointing of officers and the transaction of any other business.

4.12 Chairperson: The President, or in his or her absence, a Vice-president who is a director, shall be Chairperson of any meeting of directors. If no such officer is present, the directors shall appoint one of their members to preside on the meeting as the Chairperson.

4.13 voting: Questions arising at any meeting of the Board shall be decided by a majority vote. At all meetings of the Board, every question shall be decided by a show of hands unless a poll on the question is required by the Chairperson or requested by any director. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. In the case of an equality of vote, the Chairperson may cast a deciding vote.

4.14 Remuneration of Directors: The directors of the Corporation shall serve without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his or her duties and provided further that the President may be paid such reasonable remuneration for his or her services to the Corporation as may be determined by the Board from time to time.

4.15 Indemnities to Directors: Every director and officer of the Corporation and their heirs, executors and administrators, and estate and effects respectively, of such directors and officer shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Corporation, from and against,

1. all costs, charges and expenses whatsoever which the director or officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against such director or officer for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by such director or officer in or about the execution of the duties of such office; and

2. all other costs, charges and expenses which he or she sustains or incurs or about or in relation to the affairs thereof, except the costs, charged or expenses occasioned by his or her own willful neglect or default.

4.16 Protection of Directors and Officers: No director or officers of the corporation shall be liable for the acts, receipts, neglects or default of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for on behalf of the Corporation or for the insufficiency of any security in or upon which any of the money of or belonging to the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust in relation thereto, unless the same shall happen by or through his or her own wrongful act or through his or her own wrongful and willful or default.

4.17 Responsibility for Acts: The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction, whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the Board.

4.18 Ex Officio Directors: The Past President shall be ex-officio a director of the Corporation.

4.19 Others Present: Such other as the Board may from time to time determine, including without limitation the Executive Director, may be invited, personally or by his delegate, to attend and to speak at meetings of the Board, shall not be entitled to vote thereat.

5.00 OFFICERS

5.01 Executive Officers: There shall be a President, a Vice-President, a Corporate Secretary and a Treasurer and such other officers as the Board may determine from time to time. No person may hold more than one office, other than the offices of Corporate Secretary and Treasurer. The President, Vice-president, Corporate Secretary and Treasurer shall be directly elected by the members of the Corporation by secret ballot during the election of the board at every two years, being members of the Board, shall hold office until their successors are elected.

5.02 President: The President shall, when present, preside at all meetings of the Board, the Executive Committee (if any) and members. The President shall supervise the affairs and operations of the Corporation, sign all documents requiring his or her signature and have the other powers and duties from time to time prescribed by the Board or incident to his or her office. Without limiting the generality of the foregoing, the President shall:

1. generally supervise the activities of the administrative staff of the Corporation;

2. act as the public spokesperson for the Corporation and represent the Corporation in meetings with other parties or the public; provided that the President may, at his or her discretion, delegate this responsibility to another member of the Board or, with the approval of two-thirds (2/3) of the Board, another member of the Corporation;

5.03 Vice-President: There shall be a vice-President, who shall have such powers and duties as may from time to time be prescribed by the Board or Executive Committee (if any) or incidental to his office. During the absence or inability of the President to act, his duties and powers may be exercised by the Vice-President. If the Vice-President exercises any of those duties or powers, the absence or inability to act of the President shall be presumed with reference thereto.

5.04 Corporate Secretary: The Corporate Secretary shall be ex officio clerk of the Board or Executive Committee (if any) and shall attend all meetings of the Board, the Executive Committee (if any) and all general meetings of the members, to recite the agenda and to record all facts and minutes of those proceedings in the book kept for that purpose. He shall give all notices required to be given to members and to directors. He shall be the custodian of the corporation and of all books, papers, records, correspondence and documents belonging to the Corporation and shall perform other duties from time prescribed by the Board or the Executive Committee (if any) or incidental to his office.

5.05 Treasurer: The Treasurer shall keep full and accurate records of all receipts and disbursements of the Corporation in proper books of accounts and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in the bank or banks from time to time designated by the Board or Executive Committee (if any). He shall disburse the funds of the Corporation under the direction of the Board or Executive Committee (if any), taking proper vouchers therefore and shall render to the Board or Executive Committee (if any), whenever required of him, an account of all his transactions as Treasurer and of the financial position of the Corporation. He shall co-operate with the auditors of the Corporation during any audit of the accounts of the Corporation and perform any other duties from time to time prescribed by the Board or Executive Committee (if any) or incidental to his office. Without limiting the generality of the foregoing, the Treasurer shall:

1. be the head of the Treasury and Financial Affairs Committee and act as Chairperson for all meetings of such committee;

2. prepare, or supervise the preparation of, such reports with respect to the financial position of the Corporation as may be required from time to time by the Board, the Executive Committee (if any), or the members;

3. supervise the preparation of any financial statements prepared in respect of the Corporation;

4. be responsible, in consultation with the Executive Directors (if one) for the preparation and submission to the Board of an annual budget for the Corporation; and

5. supervise and assist the Executive Director (if one) in the preparation of any documentation necessary in connection with applications for grants or other funding for the Corporation.

5.6 Other Officers: The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board of directors requires of them.

5.7 Execution of Documents: Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by either the President or Vice-President and by the Secretary and the Secretary shall affix the seal of the Corporation to such instruments as require the same.

Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation by the President, Vice-President, Treasurer or by any person authorized by the board.

The President, Vice-president, the directors, Secretary or Treasurer, or any one of them, or any person or persons from time to time designated by the board of directors may transfer any and all shares, bonds or other securities from to time standing in the name of the Corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.

Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom , any particular instrument, contract or obligations of the Corporation may or shall be executed.

5.8 Books And Records: The directors shall see that all necessary books and record of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

5.9 Powers: The directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.

Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.

6.00 ELECTION OF BOARD

6.01 Election of Directors: Subject to the provision of the Corporation Act, directors other than ex officio directors, if any, shall be elected by the members, and retire, as provided in section 6.03.

6.02 Re-Election: A director, if otherwise qualified, is eligible for re-election and may succeed himself in office.

6.03 Term of Office: Except as otherwise provided in this by-law, the term of office for any director shall be two (2) years.

6.04 Election Commission: A three (3) member Election Commission headed by an Election Commissioner, shall be formed in a Board meeting at least 90 days before the due date of each election. This Commission will conduct the election and declare results. The election schedule shall be declared by the Commission at least 45 days before.

6.05 Nominations: Qualified members of the Corporation as finalized and supplied by the Board to the Election Commission shall apply in a prescribed form of the Commission as per schedule should be proposed and supported by two (2) other qualified members for each position. A qualified member shall apply for only one position. Applications will be scrutinized and finalized by the Commission.

6.06 Election: The election of the Board of directors shall be done by secret ballot if there are more than one candidate for each position.

7.00 EXECUTIVE COMMITTEE

7.01 Constitution: The Board, whenever it consists of more than four(4), may from time to time elect from among its number an Executive Committee consisting of such number of members, not less than three (3) as the Board may by resolution determine; preferably, though not necessarily, the Executive Committee shall be composed of the Executive officers. Each member of the Executive Committee shall serve during the pleasure of the Board and, in any event, only as long as he shall be a director. The Board may fill vacancies in the Executive Committee by election from among its number. If and whenever a vacancy shall exist in the Executive Committee, the remaining members may exercise all its power so long as a quorum remain in office.

7.02 Powers: During the intervals between the meetings of the Board, the Executive Committee shall possess and may exercise (subject to any regulations which the Board may from time to time impose) all the powers of the Board in the management and direction of the affairs and business of the Corporation in such manner as the Executive Committee shall deem best in the interests of the Corporation in all cases in which specific directions shall not have been given by the Board.

7.03 Procedures: Subjects to section 7.04, 7.05 and 7.06 and to any regulation imposed from time to time by the Board, the Executive Committee shall have power to fix its quorum at not less than a majority of its members and may fix its own rules of procedure from time to time. The Executive Committee shall keep minutes of its meeting in which all action taken by it shall be recorded and at least a summary thereof shall be submitted to the Board at least annually.

7.04 Quorum: No business may be transacted by the Executive Committee except at a meeting of its members at which a quorum of the Executive Committee is present.

7.05 Place of Business: Meetings of the Executive Committee may be held at the head office of the Corporation or at any other place within or outside Ontario as specified in the notice calling the meeting.

7.06 Other Directors Present: Each director who is not a member of the Executive Committee shall be entitled to speak but not to vote at any meeting of the Executive Committee at which he or she is present. However, no director who has not been elected to the Executive Committee shall be entitled to notice of any meeting of the Executive Committee, and his or her presence shall not be included for the purpose of calculating a quorum.

8.00 STANDING AND AD HOC COMMITTEES

8.01 Standing Committees: The Board may, from time to time, establish one or more Standing and Ad Hoc Committees, which shall act in an advisory capacity only and shall report directly to the Board:

8.02 Combined and Inactive Committees: From time to time by resolution the Board may combine the work of two or more Standing Committees under such name as the Board shall select; and may permit any Standing Committee to be inactive.

8.03 Composition and Operation of Standing Committees: Except as otherwise expressly provided herein, each Standing Committee shall be chaired by a member of the Board appointed by its members. In addition to any members of the Board serving on such Standing Committees, the Board may approve the appointment of volunteers, selected from among the members of the Corporation. In addition, the Board may, upon the recommendation of any member of the Corporation in good standing, retain the services of any individual who is not a member of the Corporation to assist the Standing Committee, on such terms and for such compensation as may be determined by the Board.

8.04 Ad-Hoc Committees: There may be such Ad Hoc Committees and for such purpose as the Board or the Executive Committee (if any) may determine from time to time by resolution. The existence of each such Ad Hoc Committee shall be terminated automatically upon:

1. the completion of its assigned task;

2. a change in the membership of the Board or Executive Committee by which it was constituted; or

3. a resolution to that affect of the Board or Executive Committee by which it was constituted;

whichever first occurs.

PROVIDED HOWEVER that, in the case of termination pursuant to subsection 8.04.02, the Board or the Executive Committee (as the case may be) may by resolution continue such Ad Hoc Committee.

8.05 Except as otherwise provided in the by-laws of the Corporation, all committees other than the Executive Committee are subject to the following:

1. the Chairperson shall be appointed by the Board from among its members or ex-officio members who are qualified to hold office, for a term of one (1) year, and may be reappointed for one or more additional terms of one (1) year;

2. the Committee shall meet at least annually, and more frequently as required by its terms of reference, and as requested by the Executive Committee, if any;

3. the Committee shall be responsible to, and report after each meeting to, the Executive Committee,(or if none, to the Board);

4. the Committee may establish its own rules of procedure and may appoint subcommittees;

5. there shall be a member of the Board on each Committee.

9.00 MEMBERSHIP

9.01 Membership in the Corporation shall consist of the applicants for the incorporation of the Corporation and such other individuals and such corporations, partnerships and other legal entities as are admitted as members by the board of directors.

Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members, corporations, partnerships and other legal entities may vote through a duly authorized proxy.

9.02 Membership Dues: There shall be no dues or fees payable by members except such, if any, as shall from time to time be fixed by unanimous vote of the Board of Directors, which vote shall become effective only when confirmed by a vote of the members at an annual or other general meeting.

The Secretary shall notify the members of the dues or fees at any time payable by them and, if any are not paid within thirty (30) days of the date of such notice, the members in default shall thereupon automatically cease to be members of the Corporation, but any such members may on payment of all unpaid dues or fees be reinstated by unanimous vote of the board of directors.

9.03 Honourary and Ex-Officio Members: From time to time, the Board may admit for life or lesser term without payment of any fee or assessment as an Honoraria Member a person who, in the opinion of the Board, has made an outstanding contribution to the development of the Corporation. In addition, the Board may, from time to time, admit ex-officio members.

9.04 Transfer of Membership: Membership in the Corporation is not transferable and lapses and ceases to exist upon the death of a member or when he or she ceases to be a member by resignation or otherwise in accordance with the by-laws of the Corporation.

9. 05 Resignation from Membership: Members may resign by resignation in writing which shall be effective upon acceptance thereof by the board of directors. In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the Corporation prior to acceptance of his resignation.

9.06 Revocation of Membership: Any member may be expelled from the Corporation by a two -thirds (2/3) vote of the Board for willfully engaging in any activity or conduct which, in the opinion of the Board, is contrary to the objectives of the Corporation or otherwise detrimental to the best interest of the Corporation.

9.07 Termination of Membership: A membership in the Corporation terminates upon the happening of any of the following events:

1. if the member, in writing, resigns as a member of the Corporation;

2. if the member dies;

3. if the member is expelled from the Corporation pursuant to section 9.06; or

4. subject to section 9.09, if the member's dues under section 9.10 remain unpaid for more than sixty (60) days after the date they are payable.

9.08 Reinstatement of Membership: Any member who has been expelled or whose membership has terminated may be reinstated as a member in good standing of the Corporation by a two-thirds (2/3) vote of the Board, followed by a majority vote of the members at a general meeting called for this purpose, or at the next succeeding annual meeting of members.

9.09 Membership Dues: Membership dues may be set from time to time by resolution of the Board. Members paying their initial dues on or after January 1st of any calendar year shall retain membership until the end of such calendar year until changed by resolution of the Board. At the discretion of the Board, membership dues may be waived in cases of financial hardship or in other exceptional circumstances. Notice of an assessment for dues shall be mailed to each member.

9.10 Liability of Members: Members shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the Corporation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Corporation.

9.11 Annual Meeting: The annual meeting of the members shall be held each year within Ontario, at a time, place and date determined by the Board, of the purpose of:

1. hearing and receiving the reports and statements required by the Corporations Act to be read at and laid before the Corporation at annual meeting;

2. Approving the activities and budget for the next year;

3. appointing the auditor and fixing or authorizing the Board to fix his or her remuneration; and

4. the transaction of any other business properly brought before the meeting.

9.12 General Meeting: The Board may at any time call a general meeting of members for the transaction of any business, the general nature of which is specified in the notice calling the meeting.

The Board may also be requested, by written requisition deposited at the head office of the Corporation, to call a general meeting of members by:

1. the president; or

2. not less than one-tenth (1/10) of the members, as provided in the Corporations Act,

in which event, the Board shall forthwith call a general meeting of the members for the transaction of the business stated in the requisition; provided that, should the Board fail to call such meeting within twenty-one(21) days from the date of the deposit of such requisition, members may call such meeting in accordance with the Corporations Act.

9.13 Notice of meetings: Notice of the time, place and date of meeting of members and the general nature of the business to be transacted shall be given at least twenty-eight (28) days before the date of the meeting to each member (and in the case of annual meeting to the auditor of the Corporation) by sending by prepaid mail to the last address of the addressee shown on the Corporation's records.

9.14 Quorum: A quorum for the transaction of business at meetings of members of the Corporation shall consist of not less than three members present in person or represented by proxy, provided that in no case can any meeting be held unless there are two members present in person.:

9.15 Voting by members: Unless otherwise required by the provisions of the Corporations Act or the By-laws of the Corporation, all questions proposed for consideration at a meeting of members shall be determined by a majority of the votes cast by members entitled to vote. Each member shall be entitled to one vote he may vote by proxy. Such proxy need not himself be a member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents. No member shall be entitled either in person or by proxy to vote at meetings of the Corporation unless he has paid all dues or fees, if any then payable by him.

At all meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member.

Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded, a declaration by the Chairperson that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of votes given by the members present in person or by proxy and such poll shall be taken in such manner as the Chairperson shall direct and the result of such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question. In case of an equality of votes any general meeting, whether upon a show of hands or at a poll, the Chairperson shall be entitled to a second or casting vote.

10.00 ADJOURNMENTS

10.01 Any meetings of the Corporation or of the Directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made not withstanding that no quorum is present.

11.00 FINANCIAL

11.01 Financial Year: Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall terminate on the 31st day of August each year.

11.02 Auditors: The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation to hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor. The enumeration of the auditor shall be fixed by the board of directors.

11.03 Cheques Etc: All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Corporation through its bankers, and endorse notes and cheques for deposit with the Corporation's bankers for the credit of the Corporation, or the same may be endorsed "for collective" or "for deposit" with the bankers of the Corporation by using the Corporation's rubber stamp for the purpose.

Any one of such officers or agents so appointed may arrange, settle balance and certify all books and accounts between the Corporation and the Corporation's bankers and may receive all paid cheques and vouchers and sign all the bank's forms or settlement of balances and release or verification slips.

11.04 Deposit of Securities for Safekeeping: The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the board of directors and such authority may be general or confined to specific instances.

The institutions which may be so selected as custodians by the board of directors shall be fully protected in acting in accordance with the directions of the board of directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

12.00 NOTICE:

12.01 Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the Letters Patent, the by-laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid air or ordinary mail, or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication.

A notice so delivered shall be deemed to have been given when it is delivered personally or at the recorded address as aforesaid: a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box: and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any member, director, officer or auditor in accordance with any information believed by him to be reliable.

12.02 Omissions and Errors: The accidental omission to give notice of any meeting or any adjourned meeting of the Board, Executive Committee or members or the non-receipt of any notice by any director or member or by the auditor of the Corporation or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any director, member or the auditor of the Corporation may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat.

13.00 BORROWING BY THE CORPORATION

13.01 The directors may from time to time:

1. borrow money on the credit of the Corporation; or

2. issue, sell or pledge securities of the Corporation; or

3. charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the corporation .

From time to time the directors may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.

14.00 BY-LAWS AND AMENDMENTS, ETC.

14.01 Enactment: By-laws of the Corporation may be enacted, amended, altered, added to or reenacted in the manner contemplated in, and subject to the provisions of, the Corporations Act.

15.00 DISTRIBUTION OF PROPERTY UPON DISSOLUTION

15.01 Upon dissolution of the Corporation and after the payment of all debts and liabilities its remaining property shall be distributed or disposed of to qualified donees registered under the Income Tax Act (Canada), in Canada.

16.00 EFFECTIVE DATE

16.01 This by-law shall come into force without further formality upon its enactment. Enacted as By-Law No. 1 by the directors of the Corporation at a meeting duly called and regularly held and at which a quorum was present on the 25^th day of December, 2004.

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