**Exhibit 4.2**

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**GENERAL BY-LAW**

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**BY-LAWNO. 1**

 

A BY-LAW RELATING GENERALLY TO THE CONDUCT OFTHE AFFAIRS OF

 

**1051825****ALBERTALTD.**

 

(hereinafter called the “Corporation”)

 

IT IS HEREBY ENACTED as a by-law of theCorporation as follows:

 

DIVISION ONEINTERPRETATION

 

1.01                           In the by-laws of the Corporation,unless the context otherwise specifies or requires:

 

### **a.**                                       “Act” means the *BusinessCorporations Act* of Alberta, as from time to time amended and everystatute that may be substituted therefore and, in the case of suchsubstitution, any references in the by-laws of the Corporation to provisions ofthe Act shall be read as references to the substituted provisions therefore inthe new statute or statutes;

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### **b.**                                      “appoint” includes “elect” and vice versa;

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### **c.**                                       “articles” means the articles of incorporation orcontinuance of the Corporation, as from time to time amended or restated;

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### **d.**                                      “board” means the board of directors of theCorporation;

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### **e.**                                       “business day” means a day which is not anon-business day;

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### **f.**                                         “by-laws” means this by-law and all other by-laws ofthe Corporation from time to time in force and effect;

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### **g.**                                      “meeting of shareholders” includes an annual and aspecial meeting of shareholders;

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### **h.**                                      “non-business day” means Saturday, Sunday and anyother day that is a holiday as from time to time defined in *The Interpretation Act* of Alberta;

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### **i.**                                          “Regulations” means the regulations under the Act aspublished or from time to time amended and every regulation that may besubstituted therefore and, in the case of such substitution, any references inthe by-laws of the Corporation to provisions of the Regulations shall be readas references to the substituted provisions therefore in the new regulations;

 

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### **j.**                                          “signing officer” means, in relation to anyinstrument, any person authorized to sign the same on behalf of the Corporationby virtue of section 3.01 of this by-law or by a resolution passedpursuant thereto; and

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### **k.**                                       “special meeting ofshareholders” means a meeting of any particular class or classes ofshareholders and a meeting of all shareholders entitled to vote at any annualmeeting of shareholders at which special business is to be transacted.

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Save as aforesaid, all terms which are contained in the by-laws of theCorporation and which are defined in the Act or the Regulations shall, unlessthe context otherwise specifies or requires, have the meanings given to suchterms in the Act or the Regulations. Words importing the singular number include the plural and vice versa;the masculine shall include the feminine; and the word “person” shall includean individual, partnership, association, body corporate, body politic, trustee,executor, administrator and legal representative.

 

Headings used in the by-laws are inserted for reference purposes onlyand are not to be considered or taken into account in construing the terms orprovisions thereof or to be deemed in any way to clarify, modify or explain theeffect of any such terms or provisions.

 

DIVISION TWOBANKING AND SECURITIES

 

2.01                           BankingArrangements

 

The banking business of the Corporation including, without limitation,the borrowing of money and the giving of security therefore, shall betransacted with such banks, trust companies or other bodies corporate ororganizations or any other persons as may from time to time be designated by orunder the authority of the board.  Suchbanking business or any part thereof shall be transacted under such agreements,instructions and delegations of power as the board may from time to timeprescribe or authorize.

 

2.02                           Voting Rights in Other Bodies Corporate

 

The signing officers of the Corporation may execute and deliverinstruments of proxy and arrange for the issuance of voting certificates orother evidence of the right to exercise the voting rights attaching to anysecurities held by the Corporation. Such instruments, certificates or other evidence shall be in favour ofsuch person or persons as may be determined by the officers executing suchproxies or arranging for the issuance of such voting certificates or evidenceof the right to exercise such voting rights. In addition, the board, or failing the board, the signing officers ofthe Corporation, may direct the manner in which and the person or persons bywhom any particular voting rights or class of voting rights may or shall beexercised.

 

DIVISION THREEEXECUTION OF INSTRUMENTS

 

3.01                           Authorized Signing Officers

 

Unless otherwise authorized by the board, deeds, transfers,assignments, contracts, obligations, certificates and other instruments may besigned on behalf of the Corporation by any two of the president, chairman ofthe board, managing director, any vice-president, any director, secretary,

 

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treasurer, any assistant secretary or any assistant treasurer or any otherofficer created by by-law or by the board. In addition, the board may from time to time direct the manner in whichand the person or persons by whom any particular instrument or class ofinstruments may or shall be signed.  Anysigning officer may affix the corporate seal to any instrument requiring thesame, but no instrument is invalid merely because the corporate seal is notaffixed thereto.

 

3.02                           Cheques, Drafts and Notes

 

All cheques, drafts or orders for the payment of money and all notesand acceptances and bills of exchange shall be signed by such officer or personor persons, whether or not officers of the Corporation, and in such manner asthe board may from time to time designate by resolution.

 

DIVISION FOURDIRECTORS

 

4.01                           Number

 

The board shall consist of such number of directors as is fixed by thearticles, or where the articles specify a variable number, shall consist ofsuch number of directors as is not less than the minimum nor more than themaximum number of directors provided in the articles and as shall be fixed fromtime to time by resolution of the shareholders.

 

4.02                           Electionand Term

 

Subject to the articles or a unanimous shareholder agreement, theelection of directors shall take place at each annual meeting of shareholders andall of the directors then in office, unless elected for a longer period of time(not to exceed the close of the third (3rd) annual meeting of shareholdersfollowing election), shall retire but, if qualified, shall be eligible forre-election.  The number of directors tobe elected at any such meeting shall, subject to the articles or a unanimousshareholder agreement, be the number of directors then in office, or the numberof directors whose terms of office expire at the meeting, as the case may be, exceptthat, if cumulative voting is not required by the articles and the articlesotherwise permit, the shareholders may resolve to elect some other number ofdirectors.  Where the shareholders adoptan amendment to the articles to increase the number or minimum number ofdirectors, the shareholders may, at the meeting at which they adopt theamendment, elect the additional number of directors authorized by theamendment.  If an election of directorsis not held at the proper time, the incumbent directors shall continue inoffice until their successors are elected. If the articles provide for cumulative voting, each director elected byshareholders (but not directors elected or appointed by creditors or employees)ceases to hold office at the annual meeting and each shareholder entitled tovote at an election of directors has the right to cast a number of votes equalto the number of votes attached to the shares held by him multiplied by thenumber of directors he is entitled to vote for, and he may cast all such votesin favour of one candidate or distribute them among the candidates in anymanner.  If he has voted for more thanone candidate without specifying the distribution among such candidate, heshall be deemed to have divided his votes equally among the candidates for whomhe voted.

 

4.03                           Removalof Directors

 

Subject to the Act and the articles, the shareholders may by ordinaryresolution passed at a special meeting remove any director from office, excepta director elected by employees or creditors pursuant to the articles or aunanimous shareholder agreement, and the vacancy created by such removal

 

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may be filled at the same meeting, failing which it may be filled bythe board.  However, if the articlesprovide for cumulative voting, no director shall be removed pursuant to thissection where the votes cast against the resolution for his removal would,if cumulatively voted at an election of the full board, be sufficient to electone or more directors.

 

4.04                           Consent

 

A person who is elected or appointed a director is not a directorunless:

 

### **a.**                                       he was present at the meeting when he was elected orappointed and did not refuse to act as a director, or

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### **b.**                                      if he was not present at the meeting when he was electedor appointed:

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#### **i.**                                          he consented inwriting to act as a director before his election or appointment or within ten(10) days after it, or

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#### **ii.**                                       he has acted as a director pursuant to the election or appointment.

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4.05                           Vacationof Office

 

A director of the Corporation ceases to hold office when:

 

### **a.**                                       he dies or resigns;

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### **b.**                                      he is removed in accordance with section 109 ofthe Act; or

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### **c.**                                       he becomes disqualified under subsection 105(1)of the Act.

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4.06                           Committeeof Directors

 

The directors may appoint from among their number a managing director,who must be a resident Canadian, or a committee of directors, howeverdesignated, of which at least half of the members must be resident Canadians,and subject to section 115 of the Act may delegate to the managing directoror such committee any of the powers of the directors.  A committee may be comprised of one director.

 

4.07                           Transaction of Business of Committee

 

Subject to the provisions of this by-law with respect to participationin a meeting by telephone, the powers of a committee of directors may beexercised by a meeting at which a quorum is present or by resolution in writingsigned by all of the members of such committee who would have been entitled tovote on that resolution at a meeting of the committee.  Meetings of such committee may be held at anyplace in or outside Alberta and may be called by any one member of thecommittee giving notice in accordance with the by-laws governing the calling ofmeetings of the board.

 

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4.08                           Procedure

 

Unless otherwise determined herein or by the board, each committeeshall have the power to fix its quorum at not less than a majority of itsmembers, to elect its chairman and to regulate its procedure.

 

4.09                           Remunerationand Expenses

 

Subject to any unanimous shareholder agreement, the directors shall bepaid such remuneration for their services as the board may from time to timedetermine.  The directors shall also beentitled to be reimbursed for travelling and other expenses properly incurredby them in attending meetings of the board or any committee thereof.  Nothing herein contained shall preclude anydirector from serving the Corporation in any other capacity and receiving remunerationtherefor.

 

4.10                           Vacancies

 

Subject to the Act, a quorum of the board may fill a vacancy among thedirectors, except a vacancy resulting from an increase in the number or minimumnumber of directors or from a failure to elect the number or minimum number ofdirectors required by the articles.  Ifthere is not a quorum of directors, or if there has been a failure to elect thenumber or minimum number of directors required by the articles, the directorsthen in office shall forthwith call a special meeting of shareholders to fillthe vacancy and, if they fail to call a meeting or if there are no directorsthen in office, the meeting may be called by any shareholder.

 

4.11                           Actionby the Board

 

Subject to any unanimous shareholder agreement, the board shall managethe business and affairs of the Corporation. Notwithstanding a vacancy among the directors, a quorum of directors mayexercise all the powers of the directors. If the Corporation has only one director, that director may constitute ameeting.

 

DIVISION FIVEMEETING OF DIRECTORS

 

5.01                           Placeof Meeting

 

Meetings of the board may be held at any place within or outsideAlberta.

 

5.02                           Noticeof Meeting

 

Unless the board has made regulations otherwise, meetings of the boardmay be summoned on twenty-four (24) hours’ notice, given verbally or inwriting, and whether by means of telephone or telegraph, or any other means ofcommunication.  A notice of a meeting ofdirectors need not specify the purpose of or the business to be transacted atthe meeting except where the Act requires such purpose or business to bespecified, including any proposal to:

 

### **a.**                                       submit to the shareholders any question or matterrequiring approval of the shareholders;

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### **b.**                                      fill a vacancy among the directors or in the officeof auditor;

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### **c.**                                       issue securities, except in the manner and on theterms authorized by the board;

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### **d.**                                      declare dividends;

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### **e.**                                       purchase, redeem or otherwise acquire shares issuedby the Corporation, except in the manner and on the terms authorized by the board;

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### **f.**                                         pay a commission for the sale of shares;

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### **g.**                                      approve a management proxy circular;

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### **h.**                                      approve any financial statements to be placed beforethe shareholders at an annual meeting; or

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### **i.**                                          adopt, amend or repealby-laws.

 

Provided, however, that a director may in any manner, and either beforeor after the meeting, waive notice of a meeting and attendance of a director ata meeting of the board shall constitute a waiver of notice of the meetingexcept where a director attends a meeting for the express purpose of objectingto the transaction of any business on the grounds that the meeting is notlawfully called.

 

For the first meeting of the board to be held immediately following anelection of directors no notice of such meeting shall be necessary, and for ameeting of the board at which a director is to be appointed to fill a vacancyin the board, no notice of such meeting shall be necessary to the newly electedor appointed director or directors in order to legally constitute the meeting,provided, in each case, that a quorum of the directors is present.

 

5.03                           AdjournedMeeting

 

Notice of an adjourned meeting of the board is not required if the timeand place of the adjourned meeting is announced at the original meeting.

 

5.04                           Callingof the Meetings

 

Meetings of the board shall be held from time to time at such time andat such place as the board, the chairman of the board, the managing director,the president or any two directors may determine.  Should more than one of the above-named call a meeting at or forsubstantially the same time, there shall be only one meeting held and suchmeeting shall occur at the time and place determined by, in order of priority,the board, any two directors, the chairman, or the president.

 

5.05                           RegularMeetings

 

The board may, from time to time, appoint a day or days in any month ormonths for regular meetings of the board at a place and hour to be named.  A copy of any resolution of the board fixingthe place and time of such regular meetings shall be sent to each directorforthwith after being passed, and forthwith to each director subsequentlyelected or appointed, but no other notice shall be required for any suchregular meeting except where the Act or this by-law requires the purposethereof or the business to be transacted thereat to be specified.

 

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5.06                           Chairman

 

The chairman of any meeting of the board shall be the first mentionedof such of the following officers as have been appointed and who is a directorand is present at the meeting:  chairmanof the board, managing director or president. If no such officer is present, the directors present shall choose one oftheir number to be chairman.

 

5.07                           Quorum

 

Subject to the following section 5.08, the quorum for thetransaction of business at any meeting of the board shall consist of a majorityof the directors holding office or such greater number of directors as theboard may from time to time determine.

 

5.08                           Half Canadian Representation atMeetings

 

Directors shall not transact business at a meeting of directors unlessat least half of the directors present are resident Canadians.  Notwithstanding the foregoing, directors maytransact business at a meeting of directors when less than half of thedirectors present are resident Canadians if:

 

### **a.**                                       a resident Canadian director who is unable to bepresent approves in writing or by telephone or other communications facilitiesthe business transacted at the meeting; and

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### **b.**                                      the number of residentCanadian directors present at the meeting, together with any resident Canadiandirector who gives his approval under clause (a), totals at least half ofthe directors present at the meeting.

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5.09                           Voting

 

Questions arising at any meeting of the board shall be decided by amajority of votes, and in the event of any equality of votes, the chairman ofthe meeting shall be entitled to a second or casting vote.

 

5.10                           Meetingby Telephone

 

A director may participate in a meeting of the board or a committee ofthe board by means of such telephone or other communication facilities aspermit all persons participating in the meeting to hear each other, and adirector participating in such meeting by such means is deemed to be present atthe meeting.

 

5.11                           Resolution in Lieu of Meeting

 

Notwithstanding any of the foregoing provisions of this by-law, aresolution in writing signed by all the directors entitled to vote on thatresolution at a meeting of the board or a committee of directors is as valid asif it had been passed at a meeting of the board or committee of directors, asthe case may be.  A copy of every suchresolution shall be kept with the minutes of the proceedings of the directorsor committee of directors.  Any suchresolution in writing is effective for all purposes at such time as theresolution states regardless of when the resolution is signed and may be signedin counterpart.

 

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5.12                           Amendmentsto the Act

 

It is hereby affirmed that the intention of sections 4.06, 5.08 and7.03, as they relate to Canadian representation, is to comply with the minimumrequirements of the Act and in the event that such minimum requirements shallbe amended, deleted or replaced such that no, or lesser, requirements withrespect to Canadian representation are then in force, such sections shall bedeemed to be correspondingly amended, deleted or replaced without any furtheract of the directors or shareholders of the Corporation.

 

DIVISION SIXPROTECTION OF DIRECTORS, OFFICERSAND OTHERS

 

6.01                           Conflictof Interest

 

A director or officer shall not be disqualified from his office, or berequired to vacate his office, by reason only that he is a party to, or is adirector or officer or has a material interest in any person who is a party to,a material contract or proposed material contract with the Corporation or asubsidiary thereof.  Such a director orofficer shall, however, disclose the nature and extent of his interest in thecontract at the time and in the manner provided by the Act.  Subject to the provisions of the Act, adirector shall not by reason only of his office be accountable to theCorporation or to its shareholders for any profit or gain realized from such acontract or transaction, and such contract or transaction shall not be void orvoidable by reason only of the director’s interest therein, provided that therequired declaration and disclosure of interest is properly made, the contractor transaction is approved by the directors or shareholders, if necessary, andit was fair and reasonable to the Corporation at the time it was approved and,if required by the Act, the director refrains from voting as a director on thecontract or transaction.

 

6.02                           Limitationof Liability

 

Every director and officer of the Corporation, in exercising his powersand discharging his duties, shall act honestly and in good faith with a view tothe best interests of the Corporation and shall exercise the care, diligenceand skills that a reasonably prudent person would exercise in comparablecircumstances.  Subject to theforegoing, no director or officer, for the time being of the Corporation, shallbe liable for the acts, neglects or defaults of any other director or officeror employee or for joining in any act for conformity, or for any loss, damageor expense happening to the Corporation through the insufficiency or deficiencyof title to any property acquired by the Corporation or for or on behalf of theCorporation or for the insufficiency or deficiency of any security in or uponwhich any of the moneys of or belonging to the Corporation shall be placed outor invested or for any loss, conversion, misapplication or misappropriation ofor any damage resulting for any dealings with any moneys, securities or otherassets belonging to the Corporation or for any loss or damage arising from thebankruptcy, insolvency or tortious acts of any person with whom any of themoneys, securities or effects of the Corporation shall be deposited, or for anyother loss, damage or misfortune whatever which may happen in the execution ofthe duties of his respective office or trust or in relation thereto; providedthat nothing herein shall relieve any director or officer from the duty to actin accordance with the Act and the Regulations thereunder or from liability forany breach thereof.  The directors, forthe time being of the Corporation, shall not be under any duty orresponsibility in respect of any contract, act or transaction whether or notmade, done or entered into in the name or on behalf of the Corporation, exceptsuch as shall have been submitted to and authorized or approved by the board.

 

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Noact or proceeding of any director or officer or the board shall be deemedinvalid or ineffective by reason of the subsequent ascertainment of anyirregularity in regard to such act or proceeding or the election, appointmentor qualification of such director or officer or board.

 

6.03                           Indemnity

 

Subject to section 124 of the Act, the Corporation shall indemnifya director or officer of the Corporation, a former director or officer of theCorporation or a person who acts or acted at the Corporation’s request as adirector or officer of a body corporate of which the Corporation is or was ashareholder or creditor, and his heirs and legal representatives, against allcosts, charges and expenses, including an amount paid to settle an action orsatisfy a judgment, reasonably incurred by him in respect of any civil,criminal or administrative action or proceeding to which he is made a party byreason of being or having been a director or officer of the Corporation or bodycorporate, if:

 

### **a.**                                       the acted honestly and in good faith with a view tothe best interests of the Corporation; and

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### **b.**                                      in the case of a criminal or administrative actionor proceeding that is enforced by a monetary penalty, he had reasonable groundsfor believing that his conduct was lawful.

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The Corporation shall also indemnify such persons in such othercircumstances as the Act permits or requires. Nothing herein contained shall limit the right of any person entitled toindemnity to claim indemnity apart from the provisions of thissection 6.03.

 

6.04                           Insurance

 

The Corporation may purchase and maintain insurance for the benefit ofany person referred to in section 6.03 against any liability incurred byhim:

 

### **a.**                                       in his capacity as a director or officer of theCorporation, except where the liability relates to his failure to act honestlyand in good faith with a view to the best interests of the Corporation; or

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### **b.**                                      in his capacity as adirector or officer of the another body corporate where he acts or acted inthat capacity at the Corporation’s request, except where the liability relatesto his failure to act honestly and in good faith with a view to the bestinterests of the body corporate.

 

DIVISION SEVENOFFICERS

 

7.01                           Electionor Appointment

 

Subject to any unanimous shareholder agreement, the board may, fromtime to time, appoint a chairman of the board, a president, one or morevice-presidents, a secretary, a treasurer and such other officers as the boardmay determine, including one or more assistants to any of the officers soappointed.  The board may specify theduties of and, in accordance with this by-law and subject to the provisions ofthe Act, delegate to such officers powers to manage the business and affairs ofthe Corporation.  Except for a managingdirector and a chairman of the board who must be directors, an officer may, butneed not be, a director and one person may hold more than one office.

 

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7.02                           Chairmanof the Board

 

The chairman of the board shall, when present, preside at all meetingsof the board, committees of directors and at all meetings of shareholders.

 

Ifno managing director is appointed, the board may assign to the chairman of theboard any of the powers and duties that, by any provision of this by-law, areassigned to the managing director; and he shall, subject to the provisions ofthe Act, have such other powers and duties as the board may specify.  During the absence or disability of thechairman of the board, his duties shall be performed and his powers exercisedby the managing director, if any, or by the president.

 

7.03                           ManagingDirector

 

The managing director, if any, shall be a resident Canadian and shallhave, subject to the authority of the board, general supervision of thebusiness and affairs of the Corporation; and he shall, subject to theprovisions of the Act, have such other powers and duties as the board mayspecify.

 

7.04                           President

 

The president shall, subject to the authority of the board and themanaging director, if any, have such powers and duties as the board mayspecify.  During the absence ordisability of the managing director, or if no managing director has been appointed,the president shall also have the powers and duties of that office; provided,however, that unless he is a director he shall not preside as chairman at anymeeting of the board or of a committee of directors.

 

7.05                           Vice-President

 

During the absence or disability of the president, his duties shall beperformed and his powers exercised by the vice-president or, if there is morethan one, by the vice-president designated from time to time by the board orthe president; provided, however, that a vice-president who is not a directorshall not preside as chairman at any meeting of the board or of a committee ofdirectors.  A vice-president shall havesuch other powers and duties as the board or the president may prescribe.

 

7.06                           Secretary

 

The secretary shall attend and be the secretary of all meetings of theboard, shareholders and committees of directors and shall enter or cause to beentered in records kept for that purpose minutes of all proceedings thereat; heshall give or cause to be given, as and when instructed, all notices toshareholders, directors, officers, auditors and members of committees of theboard; he shall be the custodian of the stamp or mechanical device generallyused for affixing the corporate seal of the Corporation and of all books,papers, records, documents and instruments belonging to the Corporation, exceptwhen some other officer or agent has been appointed for that purpose; and heshall have such other powers and duties as the board or the chief executiveofficer, if any, may specify.

 

7.07                           Treasurer

 

The treasurer shall keep proper accounting records in compliance withthe Act and shall be responsible for the deposit of money, the safekeeping ofsecurities and the disbursement of the funds of the Corporation; he shallrender to the board whenever required an account of all his transactions and he

 

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shall have such other powers and duties as the board or chief executiveofficer, if any, or the president may specify.

 

7.08                           GeneralManager or Manager

 

If elected or appointed, the general manager shall have, subject to theauthority of the board, the managing director, if any, the chief executiveofficer, if any, and the president, full power to manage and direct thebusiness and affairs of the Corporation (except such matters and duties as bylaw must be transacted or performed by the board and/or by the shareholders)and to employ and discharge agents and employees of the Corporation and maydelegate to him or them any lesser authority. A general manager or manager shall conform to all lawful orders given tohim by the board and shall at all reasonable times give to the directors or anyof them all information they may require regarding the affairs of theCorporation.  Any agent or employeeappointed by a general manager or manager shall be subject to discharge by theboard.

 

7.09                           Powers and Duties of Other Officers

 

The powers and duties of all other officers shall be such as the termsof their engagement call for or as the board, the managing director, if any, orthe chief executive officer, if any, or the president may specify.  Any of the powers and duties of an officerto whom an assistant has been appointed may be exercised and performed by suchassistant, unless the board or the chief executive officer, if any, or thepresident otherwise directs.

 

7.10                           Variation of Powers and Duties

 

The board may from time to time and subject to the provisions of theAct, vary, add to or limit the powers and duties of any officer.

 

7.11                           Vacancies

 

If the office of any officer of the Corporation shall be or becomevacant by reason of death, resignation, disqualification or otherwise, theboard, by resolution, may appoint a person to fill such vacancy.

 

7.12                           Remunerationand Removal

 

The remuneration of all officers appointed by the board shall bedetermined from time to time by resolution of the board.  The fact that any officer or employee is adirector or shareholder of the Corporation shall not disqualify him fromreceiving such remuneration as may be determined.  All officers shall be subject to removal by resolution of theboard at any time, with or without cause, notwithstanding any agreement to thecontrary, provided however that this right of removal shall not limit in anyway such officer’s right to damages by virtue of such agreement or any otherrights resulting from such removal in law or equity.

 

7.13                           Agentsand Attorneys

 

The Corporation, by or under the authority of the board, shall havepower from time to time to appoint agents or attorneys for the Corporation inor outside Canada with such powers (including the power to sub-delegate) ofmanagement, administration or otherwise as may be thought fit.

 

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7.14                           Conflict of Interest

 

An officer shall disclose his interest in any material contract orproposed material contract with the Corporation in accordance withsection 6.01.

 

7.15                           FidelityBonds

 

The board may require such officers, employees and agent of theCorporation, as the board deems advisable, to furnish bonds for the faithfuldischarge of their powers and duties, in such forms and with such surety as theboard may from time to time determine.

 

DIVISION EIGHTSHAREHOLDERS’ MEETINGS

 

8.01                           AnnualMeetings

 

Subject to the Act, the annual meeting of shareholders shall be held atsuch time and on such day in each year and at such place or places as theboard, the chairman of the board, the managing director or the president mayfrom time to time determine, for the purpose of considering the financialstatements and reports required by the Act to be placed before the annualmeeting, electing directors, appointing auditors if required by the Act or thearticles, and for the transaction of such other business as may properly bebrought before the meeting.

 

8.02                           Special Meetings

 

The board shall have the power to call a special meeting ofshareholders at any time.

 

8.03                           Placeof Meetings

 

Meetings of shareholders shall be held as provided for in the articles,or failing any reference in the articles, at such place in Alberta as the boardmay determine.

 

8.04                           RecordDate for Notice

 

The board may fix in advance a date, preceding the date of any meetingof shareholders by not more than fifty (50) days and not less than twenty-one(21) days, as a record date for the determination of shareholders entitled tonotice of the meeting.  If no recorddate is fixed, the record date for the determination of the shareholdersentitled to receive notice of the meeting shall be the close of business on thedate immediately preceding the day on which the notice is given or, if nonotice is given, the day on which the meeting is held.

 

8.05                           Notice of Meeting

 

Notice of the time and place of each meeting of shareholders shall besent not less than twenty-one (21) days and not more than fifty (50) daysbefore the meeting to each shareholder entitled to vote at the meeting, eachdirector and the auditor of the Corporation. Such notice may be sent by mail addressed to, or may be deliveredpersonally to, the shareholder, at his latest address as shown in the recordsof the Corporation or its transfer agent, to the director, at his latestaddress as shown in the records of the Corporation or in the last notice filedpursuant to section 106 or 113 of the Act, or to the auditor, at his mostrecent address as shown in the records of the Corporation.  A notice of meeting of

 

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shareholders sent by mail to a shareholder, director or auditor inaccordance with the above is deemed to be served on the day on which it wasdeposited in the mail.  A notice of ameeting is not required to be sent to shareholders who are not registered onthe records of the Corporation or its transfer agent on the record date asdetermined according to section 8.04 hereof.  Notice of a meeting of shareholders at which special business isto be transacted shall state the nature of such business in sufficient detailto permit the shareholder to form a reasoned judgment thereon and shall statethe text of any special resolution to be submitted to the meeting.  A special meeting and an annual meeting maybe convened by one and the same notice and it shall not be an objection to thenotice that it only convenes the second meeting contingently on any resolutionbeing passed by the requisite majority at the first meeting.

 

8.06                           Right toVote

 

Subject to the provisions of the Act as to authorized representativesof any other body corporate, at any meeting of shareholders in respect of whichthe Corporation has prepared the list referred to in section 8.07 hereof,every person who is named in such list shall be entitled to vote the sharesshown thereon opposite his name except to the extent that such person hastransferred any of his shares after the record date set pursuant tosection 8.04 hereof, or, if no record date is fixed, after the date onwhich the list referred to in section 8.07 is prepared, and thetransferee, upon producing properly endorsed certificates evidencing suchshares or otherwise establishing that he owns such shares, demands not laterthan ten (10) days before the meeting that his name be included to vote thetransferred shares at the meeting.  Inthe absence of a list prepared as aforesaid in respect of a meeting ofshareholders, every person shall be entitled to vote at the meeting who at theclose of business on the record date, or if no record date is set, at the closeof business on the date preceding the date notice is sent, is entered in thesecurities register as the holder of one or more shares carrying the right tovote at such meeting.

 

8.07                           Listof Shareholders Entitled to Notice

 

In the event the Corporation has greater than fifteen (15) shareholdersentitled to vote at a meeting, for every meeting of shareholders the Corporationshall prepare a list of shareholders entitled to receive notice of the meeting,arranged in alphabetical order, and showing the number of shares held by eachshareholder.  If a record date for themeeting is fixed pursuant to section 8.04 hereof by the board, theshareholders listed shall be those registered at the close of business on therecord date.  If no record date is fixedby the board, the shareholders listed shall be those listed at the close ofbusiness on the last business day immediately preceding the day on which noticeof a meeting is given, or where no such notice is given, the day on which themeeting is held.  The list shall beavailable for examination by any shareholder during usual business hours at theregistered office of the Corporation or at the place where its centralsecurities register is maintained and at the place where the meeting is held.

 

8.08                           MeetingsWithout Notice

 

A meeting of shareholders may be held without notice at any time andplace permitted by the Act:

 

### **a.**                                       if all the shareholders entitled to vote thereat arepresent in person or represented by proxy or if those not present orrepresented by proxy waive notice of or otherwise consent to such meeting beingheld; and

### ** **

### **b.**                                      if the auditors and thedirectors are present or waive notice of or otherwise consent to such meetingbeing held.

 

13

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At such meetings any business may be transacted which the Corporationat a meeting of shareholders may transact. If the meeting is held at a place outside Canada, shareholders notpresent or represented by proxy, but who have waived notice of or otherwiseconsented to such meeting, shall also be deemed to have consented to a meetingbeing held at such place.

 

8.09                           Waiver of Notice

 

A shareholder and any other person entitled to attend a meeting ofshareholders may in any manner waive notice of a meeting of shareholders andattendance of any such person at a meeting of shareholders shall constitute awaiver of notice of the meeting except where such person attends a meeting forthe express purpose of objecting to the transaction of any business on thegrounds that the meeting is not lawfully called.

 

8.10                           Chairman, Secretary and Scrutineers

 

The chairman of the board or, in his absence, the president, if such anofficer has been elected or appointed and is present, or otherwise avice-president who is a shareholder of the Corporation, shall be chairman ofany meeting of shareholders.  If no suchofficer is present within fifteen (15) minutes from the time fixed for holdingthe meeting, or declines to be chairman of the meeting, the persons present andentitled to vote shall choose one of their number to be chairman.  If the secretary of the Corporation isabsent, the chairman shall appoint some person, who need not be a shareholder,to act as secretary of the meeting.  Ifdesired, one or more scrutineers, who need not be shareholders, may beappointed by a resolution or by the chairman with the consent of the meeting.

 

8.11                           PersonsEntitled tobe Present

 

The only persons entitled to be present at a meeting of shareholdersshall be those entitled to vote thereat, the directors and auditors of theCorporation and others who, although not entitled to vote, are entitled orrequired under any provision of the Act or the articles or by-laws to bepresent at the meeting.  Any otherperson may be admitted only on the invitation of the chairman of the meeting orwith the consent of the meeting.

 

8.12                           Quorum

 

A quorum at any meeting of shareholders (unless a greater number ofpersons are required to be present or a greater number of shares are requiredto be represented by the Act or by the articles or by any other by-law) shallbe persons present not being less than two (2) in number and holding or representingnot less than five (5%) per cent of the shares entitled to be voted at themeeting.  If a quorum is present at theopening of any meeting of shareholders, the shareholders present or representedmay proceed with the business of the meeting notwithstanding that a quorum isnot present throughout the meeting.  Ifa quorum is not present at the opening of the meeting of shareholders, theshareholders present or represented may adjourn the meeting to a fixed time andplace but may not transact any other business.

 

8.13                           Participationin Meeting byTelephone

 

A shareholder or any other person entitled to attend a meeting mayparticipate in a meeting of shareholders by means of telephone or othercommunication facilities as permit all persons participating in the meeting tohear each other, and a person participating in such a meeting by such means isdeemed to be present at the meeting.

 

14

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## **8.14**                                                                           Proxyholders and Representatives

## ** **

Votesat meetings of the shareholders may be given either personally or by proxy; or,in the case of a shareholder, who is a body corporate or association, by anindividual authorized by a resolution of the board or governing body of thebody corporate or association to represent it at a meeting of shareholders ofthe Corporation, upon producing a certified copy of such resolution orotherwise establishing his authority to vote to the satisfaction of thesecretary or the chairman.

 

Aproxy shall be executed by the shareholder or his attorney authorized inwriting or, if the shareholder is a corporation, under its corporate seal or byan officer or attorney thereof duly authorized, and is valid only at themeeting in respect of which it is given or any adjournment of that meeting. A person appointed by proxy need not be a shareholder.

 

## **8.15**                                                                           Time for Deposit of Proxies

## ** **

Theboard may specify in a notice calling a meeting of shareholders a time,preceding the time of such meeting by not more than forty-eight (48) hoursexclusive of Saturdays and holidays, before which time proxies to be used atsuch meeting must be deposited.  A proxy shall be acted upon only if,prior to the time so specified, it shall have been deposited with theCorporation or an agent thereof specified in such notice or, if no such timehaving been specified in such notice, it has been received by the secretary ofthe Corporation or by the chairman of the meeting or any adjournment thereofprior to the time of voting.

 

## **8.16**                                                                           Joint Shareholders

## ** **

Iftwo or more persons hold shares jointly, any one of them present in person orduly represented at a meeting of shareholder may, in the absence of the otheror others, vote the shares; but if two or more of those persons are present inperson or represented and vote, they shall vote as one the shares jointly heldby them.

 

## **8.17**                                                                           Votes to Govern

## ** **

Exceptas otherwise required by the Act, all questions proposed for the considerationof shareholders at a meeting of shareholders shall be determined by a majorityof the votes cast and in the event of an equality of votes at any meeting ofshareholders, either upon a show of hands or upon a ballot, the chairman shallhave a second or casting vote.

 

## **8.18**                                                                           Show of Hands

## ** **

Subjectto the Act, any question at a meeting of shareholders shall be decided by ashow of hands, unless a ballot thereon is required or demanded as hereinafterprovided.  Upon a show of hands every person who is present and entitledto vote shall have one vote.  Whenever a vote by show of hands shall havebeen taken upon a question, unless a ballot thereon is so required or demanded,a declaration by the chairman of the meeting that the vote upon the questionhas been carried or carried by a particular majority or not carried and anentry to that effect in the minutes of the meeting shall be prima facieevidence of the fact without proof of the number of the votes recorded infavour of or against any resolution or other proceeding in respect of the saidquestion, and the result of the vote so taken shall be the decision of shareholdersupon the said question.

 

15

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## **8.19**                                                                           Ballots

## ** **

Onany question proposed for consideration at a meeting of shareholders, ashareholder, proxyholder or other person entitled to vote may demand and thechairman may require that a ballot be taken either before or upon thedeclaration of the result of any vote by show of hands.  If a ballot isdemanded on the election of a chairman or on the question of an adjournment itshall be taken forthwith without an adjournment.  A ballot demanded orrequired on any other question shall be taken in such manner as the chairmanshall direct.  A demand or requirement for a ballot may be withdrawn atany time prior to the taking of the ballot.  If a ballot is taken eachperson present shall be entitled, in respect of the shares that he is entitledto vote at the meeting upon the question, to the number of votes as providedfor by the articles or, in the absence of such provision in the articles, toone vote for each share he is entitled to vote.  The result of the ballotso taken shall be the decision of the shareholders upon the question.  Thedemand or requirement for a ballot shall not prevent the continuance of ameeting for the transaction of any business other than the question on whichthe ballot has been demanded or required.

 

## **8.20**                                                                           Adjournment

## ** **

Thechairman at a meeting of shareholders may, with the consent of the meeting andsubject to such conditions as the meeting may decide, adjourn the meeting fromtime to time and from place to place.  If a meeting of shareholders isadjourned for less than thirty (30) days, it shall not be necessary to givenotice of the adjourned meeting, other than by announcement at the time of theadjournment.  Subject to the Act, if a meeting of shareholders isadjourned by one or more adjournments for an aggregate of thirty (30) days ormore, notice of the adjourned meeting shall be given in the same manner asnotice for an original meeting but, unless the meeting is adjourned by one ormore adjournments for an aggregate of more than ninety (90) day,subsection 149(1) of the Act does not apply.

 

## **8.21**                                                                           Resolution in Lieu of a Meeting

## ** **

Aresolution in writing signed by all the shareholders entitled to vote on thatresolution at a meeting of shareholders is as valid as if it had been passed ata meeting of the shareholders; and a resolution in writing dealing with allmatters required to be dealt with at a meeting of shareholders and signed byall the shareholders entitled to vote at such meeting, satisfies all therequirements of the Act relating to meetings of shareholders.  A copy ofevery such resolution in writing shall be kept with minutes of the meetings ofshareholders.  Any such resolution in writing is effective for all purposesat such time as the resolution states regardless of when the resolution issigned and may be signed in counterpart.

 

## **8.22**                                                                           Only One Shareholder

## ** **

Wherethe Corporation has only one shareholder or only one holder of any class orseries of shares, the shareholder present in person or duly representedconstitutes a meeting.

 

# **DIVISION NINESHARES**

# ** **

## **9.01**                                                                           Non-Recognition of Trusts

## ** **

Subjectto the Act, the Corporation may treat the registered holder of any share as theperson exclusively entitled to vote, to receive notices, to receive anydividend or other payment in respect of the share, and otherwise to exerciseall the rights and powers of an owner of the share.

 

16

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## **9.02**                                                                           Certificates

## ** **

Theshareholder is entitled at his option to a share certificate that complies withthe Act or a non-transferable written acknowledgement of his right to obtain ashare certificate from the Corporation in respect of the securities of theCorporation held by him.  Share certificates and acknowledgements of ashareholder’s right to a share certificate, respectively, shall be in such formas described by the Act and as the board shall from time to time approve. A share certificate shall be signed manually by at least one director or officerof the Corporation or by or on behalf of a registrar, transfer agent or branchtransfer agent of the Corporation, or by a trustee who certifies it inaccordance with a trust indenture, and any additional signatures required onthe share certificate may be printed or otherwise mechanically reproduced onit.

 

## **9.03**                                                                           Replacement of Share Certificates

## ** **

Theboard or any officer or agent designated by the board may in its or hisdiscretion direct the issuance of a new share certificate or other suchcertificate in lieu of and upon cancellation of a certificate that has beenmutilated or in substitution for a certificate claimed to have been lost,destroyed or wrongfully taken on payment of such reasonable fee and on suchterms as to indemnity, reimbursement of expenses and evidence of loss and oftitle as the board may from time to time prescribe, whether generally or in anyparticular case.

 

## **9.04**                                                                           Joint Holders

## ** **

TheCorporation is not required to issue more than one share certificate in respectof a share held jointly by several persons, and delivery of a certificate toone of several joint holders is sufficient delivery to all.  Any one ofsuch holders may give effectual receipts for the certificate issued in respectthereof or for any dividend, bonus, return of capital or other money payable orwarrant issuable in respect of such certificate.

 

# **DIVISION TENTRANSFER OF SECURITIES**

# ** **

## **10.01**                                                                     Registration of Transfer

## ** **

Ifa share in registered form is presented for registration of transfer, theCorporation shall register the transfer if:

 

### **a.**                                                the share isendorsed by an appropriate person, as defined in section 64 of the Act;

### ** **

### **b.**                                              reasonableassurance is given that the endorsement is genuine and effective;

### ** **

### **c.**                                                theCorporation has no duty to enquire into adverse claims or has discharged anysuch duty;

### ** **

### **d.**                                              anyapplicable law relating to the collection of taxes has been complied with;

### ** **

### **e.**                                                the transferis rightful or is to a bona fide purchaser; and

### ** **

### **f.**                                                    the transferfee, if any, has been paid.

### ** **

### **17**

### ****

 

## **10.02**                                                                     Transfer Agents and Registrar

 

Theboard may from time to time by resolution appoint or remove one or more trustcompanies registered under the Trust Companies Act as its agent or agents tomaintain a central securities register or registers, and an agent or agents tomaintain a branch securities register or registers.  Agents so appointedmay be designated as transfer agent or registrar according to their functions,and a person may be appointed and designated with functions as both registrarand transfer or branch transfer agent.  Registration of the issuance ortransfer of a security in the central securities register or in a branchsecurities register is complete and valid registration for all purposes.

 

## **10.03**                                                                     Securities Registers

## ** **

Acentral securities register of the Corporation shall be kept at its registeredoffice or at any other place in Alberta designated by the board to record theshares and other securities issued by the Corporation in registered form,showing with respect to each class or series of shares and other securities:

 

### **a.**                                                the names,alphabetically arranged, and the latest known address of each person who is orhas been a holder;

### ** **

### **b.**                                              the number ofshares or other securities held by each holder; and

### ** **

### **c.**                                                the date andparticulars of the issuance and transfer of each share or other security.

### ** **

Abranch securities register or registers may be kept either in or outsideAlberta at such place or places as the board may determine.  A branchsecurities register shall only contain particulars of securities issued ortransferred at that branch.  Particulars of each issue or transfer of asecurity registered in a branch securities register shall also be kept in thecorresponding central securities register.

 

## **10.04**                                                                     Deceased Shareholders

## ** **

Inthe event of the death of a holder, or of one of the joint holders, of anyshare, the Corporation shall not be required to make any entry in thesecurities register in respect thereof or to make any dividend or otherpayments in respect thereof except upon production of all such documents as maybe required by law and upon compliance with the reasonable requirements of theCorporation and its transfer agents.

 

# **DIVISION ELEVENDIVIDENDS AND RIGHTS**

# ** **

## **11.01**                                                                     Dividends

## ** **

Subjectto the Act, the board may from time to time declare dividends payable to theshareholders according to their respective rights and interest in theCorporation.  Dividends may be paid in money or property or by issuingfully-paid shares of the Corporation.

 

## **11.02**                                                                     Dividend Cheques

## ** **

Adividend payable in money shall be paid by cheque to the order of eachregistered holder of shares of the class or series in respect of which it hasbeen declared and shall be mailed by prepaid ordinary mail to such registeredholder at his address recorded in the Corporation’s securities

 

18

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register or registers orsuch address as such holder otherwise directs.  In the case of jointholders the cheque shall, unless such joint holders otherwise direct, be madepayable to the order of all such joint holders and mailed to them at theirrecorded address.  The mailing of such cheque as aforesaid, unless thesame is not paid on due presentation, shall satisfy and discharge the liabilityfor the dividend to the extent of the sum represented thereby plus the amountof any tax which the Corporation is required to and does withhold.

 

## **11.03**                                                                     Non-Receipt of Cheques

## ** **

Inthe event of non-receipt of any dividend cheque by the person to whom it issent as aforesaid, the Corporation shall issue to such person a replacementcheque for a like amount on such terms as to indemnity, reimbursement ofexpenses and evidence of non-receipt and of title as the board may from time totime prescribe, whether generally or in any particular case.

 

## **11.04**                                                                     Unclaimed Dividends

## ** **

Nodividend shall bear interest against the Corporation.  Any dividendunclaimed after a period of six (6) years from the date on which the same hasbeen declared to be payable shall be forfeited and shall revert to theCorporation.

 

## **11.05**                                                                     Record Date for Dividends and Rights

## ** **

Theboard may fix in advance a date, preceding by not more than fifty (50) days thedate for the payment of any dividend, as a record date for the determination ofthe persons entitled to receive payment of such dividend, provided that, unlesswaived as provided for in the Act, notice of any such record date is given, notless than seven (7) days before such record date, by newspaper advertisement inthe manner provided in the Act and by written notice to each stock exchange inCanada, if any, on which the Corporation’s shares are listed for trading. Where no record date is fixed in advance as aforesaid, the record date for thedetermination of the persons entitled to receive payment of any dividend shallbe at the close of business on the day on which the resolution relating to suchdividend is passed by the board.

 

# **DIVISION TWELVEINFORMATION AVAILABLE TOSHAREHOLDERS**

# ** **

## **12.01**                                                                     Confidential Information

## ** **

Exceptas provided by the Act, no shareholders shall be entitled to obtain informationrespecting any details or conduct of the Corporation’s business which, in theopinion of the directors, it would be inexpedient in the interests of theCorporation to communicate to the public.

 

## **12.02**                                                                     Conditions of Access to Information

## ** **

Thedirectors may from time to time, subject to rights conferred by the Act,determine whether and to what extent and at what time and place and under whatconditions or regulations the documents, books and registers and accountingrecords of the Corporation or any of them shall be open to the inspection ofshareholders and no shareholders shall have any right to inspect any documentor book or register or account record of the Corporation except as conferred bystatute or authorized by the board or by a resolution of the shareholders.

 

19

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## **12.03**                                                                     Registered Office and SeparateRecords Office

## ** **

Theregistered office of the Corporation shall be at a place within Alberta and atsuch location therein as the board may from time to time determine.  Therecords office will be at the registered office or at such location, if any,within Alberta, as the board may from time to time determine.

 

# **DIVISION THIRTEENNOTICES**

# ** **

## **13.01**                                                                     Method of Giving Notices

## ** **

Anotice or document required by the Act, the Regulations, the articles or theby-laws to be sent to a shareholders or director of the Corporation may be sentby prepaid mail addressed to, or may be delivered personally to:

 

### **a.**                                       the shareholder at hislatest address as shown in the records of the Corporation or its transferagent; and

### ** **

### **b.**                                      the director at his latestaddress as shown in the records of the Corporation or in the last notice filedunder section 106 or 113.

### ** **

Anotice or document sent by mail in accordance with the foregoing to ashareholders or director of the Corporation is deemed to be received by him atthe time it would be delivered in the ordinary course of mail unless there arereasonable grounds for believing that the shareholders or director did notreceive the notice or document at the time or at all.

 

## **13.02**                                                                     Notice to Joint Shareholders

## ** **

Iftwo or more persons are registered as joint holders of any share, any noticemay be addressed to all of such joint holders but notice addressed to one ofsuch persons shall be sufficient notice to all of them.

 

## **13.03**                                                                     Persons Entitled by Death or Operation of Law

## ** **

Everyperson who, by operation of law, transfer, death of a shareholder or any othermeans whatsoever, shall become entitled to any share, shall be bound by everynotice in respect of such share which shall have been duly given to theshareholders from whom he derives his title to such share prior to his name andaddress being entered on the securities register (whether such notice was givenbefore or after the happening of the event upon which he became so entitled)and prior to his furnishing to the Corporation the proof of authority orevidence of his entitlement prescribed by the Act.

 

## **13.04**                                                                     Non-Receipt of Notices

## ** **

Ifa notice or document is sent to a shareholder in accordance withsection 13.01 and the notice or document is returned on three (3)consecutive occasions because the shareholder cannot be found, the Corporationis not required to send any further notice or documents to the shareholderuntil the shareholder informs the Corporation in writing of his new address;provided always, that in the event of the return of a notice of a shareholdersmeeting mailed to a shareholder in accordance with section 13.01 thenotice shall be deemed to be received by the shareholder on the date depositedin the mail notwithstanding its return.

 

20

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## **13.05**                                                                     Omissions and Errors

## ** **

Subjectto the Act, the accidental omission to give any notice to any shareholder,director, officer, auditor or member of a committee of the board or thenon-receipt of any notice by any such person or any error in any notice notaffecting the substance thereof shall not invalidate any action taken at anymeeting held pursuant to such notice or otherwise founded thereon.

 

## **13.06**                                                                     Signature on Notices

## ** **

Unlessotherwise specifically provided, the signature of any director or officer ofthe Corporation to any notice or document to be given by the Corporation may bewritten, stamped, typewritten or printed or partly written, stamped,typewritten or printed.

 

## **13.07**                                                                     Waiver of Notice

## ** **

Ifa notice or document is required by the Act or the Regulations, the articles,the by-laws or otherwise to be sent, the sending of the notice or document maybe waived or the time for the notice or document may be waived or abridged atany time with the consent in writing of the person entitled to receive it.

 

# **DIVISION FOURTEENMISCELLANEOUS**

# ** **

## **14.01**                                                                     Directors to Require Surrender of Share Certificates

## ** **

Thedirectors in office when a Certificate of Continuance is issued under the Actare hereby authorized to require the shareholders of the Corporation tosurrender their share certificate(s), or such of their share certificates asthe directors may determine, for the purpose of cancelling the sharecertificates and replacing them with new share certificates that comply withsection 48 of the Act, in particular, replacing existing share certificatewith share certificates that are not negotiable securities under the Act. The directors in office shall act by resolution under this section 14.01and shall in their discretion decide the manner in which they shall require thesurrender of existing share certificates and the time within which theshareholders must comply with the requirement and the form or forms of theshare certificates to be issued in place of the existing sharecertificates.  The directors may take such proceedings as they deemnecessary to compel any shareholder to comply with a requirement to surrenderhis share certificate or certificates pursuant to this section. Notwithstanding any other provision of this by-law, but subject to the Act, thedirector may refuse to register the transfer of shares represented by a sharecertificate that has not been surrendered pursuant to a requirement under thissection.

 

## **14.02**                                                                     FinancialAssistance to Shareholders, Employees and Others

## ** **

### **TheCorporation may give financial assistance by means of a loan, guarantee orotherwise to any person for any purpose in accordance with the provisions ofthe Act and the Regulations including, without limitation, the disclosurerequirements specified therein.**

 

21

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## **14.03**                                                                     Severability

## ** **

Theinvalidity or unenforceability of any provision of this by-law shall not affectthe validity or enforceability of the remaining provisions of this by-law.

 

MADEby the Board the 25th day of July, A.D. 2003.

 
|   |                                        |
|--------|---------------------------------------------|
|   |                                        |
|   | Vice-President, Finance  and Administration |
|   |                                        |
|   |                                        |
|   |                                        |
|   | Secretary                                   |

 

CONFIRMEDby the Shareholders in accordance with the *BusinessCorporations Act* (Alberta), the 25th day of July, A.D.2003.

 
|   | **BAYTEX  ENERGY TRUST,  by Baytex Energy Ltd.** |
|--------|--------------------------------------------------|
|   |                                             |
|   |                                             |
|   | Per:                                        |   |

 

22

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| BANKING  AND SECURITIES                        |   |   |
|------------------------------------------------|--------|--------|
| Banking Arrangements                           | 2.01   |   |
| Voting Rights  in Other Bodies Corporate       | 2.02   |   |
|                                           |   |   |
| DIRECTORS                                      |   |   |
| Number                                         | 4.01   |   |
| Election  and Term                             | 4.02   |   |
| Removal of Directors                           | 4.03   |   |
| Consent                                        | 4.04   |   |
| Vacation  of Office                            | 4.05   |   |
| Committee of Directors                         | 4.06   |   |
| Transaction of  Business of Committee          | 4.07   |   |
| Procedure                                      | 4.08   |   |
| Remuneration and Expenses                      | 4.09   |   |
| Vacancies                                      | 4.10   |   |
| Action  by the Board                           | 4.11   |   |
|                                           |   |   |
| DIVIDENDS  AND RIGHTS                          |   |   |
| Dividends                                      | 11.01  |   |
| Dividend  Cheques                              | 11.02  |   |
| Non-Receipt of Cheques                         | 11.03  |   |
| Unclaimed Dividends                            | 11.04  |   |
| Record Date for  Dividends and Rights          | 11.05  |   |
|                                           |   |   |
| EXECUTION  OF INSTRUMENTS                      |   |   |
| Authorized Signing Officers                    | 3.01   |   |
| Cheques, Drafts and  Notes                     | 3.02   |   |
|                                           |   |   |
| INFORMATION  AVAILABLE TO SHAREHOLDERS         |   |   |
| Confidential Information                       | 12.01  |   |
| Conditions of  Access to Information           | 12.02  |   |
| Registered  Office and Separate Records Office | 12.03  |   |
|                                           |   |   |
| INTERPRETATION                                 | 1.01   |   |
|                                           |   |   |
| MEETING  OF DIRECTORS                          |   |   |
| Place  of Meeting                              | 5.01   |   |
| Notice  of Meeting                             | 5.02   |   |
| Adjourned  Meeting                             | 5.03   |   |
| Calling of the Meeting                         | 5.04   |   |
| Regular  Meetings                              | 5.05   |   |
| Chairman                                       | 5.06   |   |
| Quorum                                         | 5.07   |   |
| Half Canadian  Representation at Meetings      | 5.08   |   |
| Voting                                         | 5.09   |   |
| Meeting by Telephone                           | 5.10   |   |
| Resolution in Lieu of  Meeting                 | 5.11   |   |
| Amendments to the Act                          | 5.12   |   |

 

i

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| MISCELLANEOUS                                               |   |   |
|-------------------------------------------------------------|--------|--------|
| Directors  to Require Surrender of Share Certificates       | 14.01  |   |
| Financial  Assistance to Shareholders, Employees and Others | 14.02  |   |
| Severability                                                | 14.03  |   |
|                                                        |   |   |
| NOTICES                                                     |   |   |
| Method of Giving Notices                                    | 13.01  |   |
| Notice to Joint  Shareholders                               | 13.02  |   |
| Persons  Entitled by Death or Operation of Law              | 13.03  |   |
| Non-Receipt of Notices                                      | 13.04  |   |
| Omissions and Errors                                        | 13.05  |   |
| Signature on Notices                                        | 13.06  |   |
| Waiver  of Notice                                           | 13.07  |   |
|                                                        |   |   |
| OFFICERS                                                    |   |   |
| Election or Appointment                                     | 7.01   |   |
| Chairman of the Board                                       | 7.02   |   |
| Managing  Director                                          | 7.03   |   |
| President                                                   | 7.04   |   |
| Vice-President                                              | 7.05   |   |
| Secretary                                                   | 7.06   |   |
| Treasurer                                                   | 7.07   |   |
| General Manager or Manager                                  | 7.08   |   |
| Powers and Duties  of Other Officers                        | 7.09   |   |
| Variation of Powers and  Duties                             | 7.10   |   |
| Vacancies                                                   | 7.11   |   |
| Remuneration  and Removal                                   | 7.12   |   |
| Agents and Attorneys                                        | 7.13   |   |
| Conflict of  Interest                                       | 7.14   |   |
| Fidelity  Bonds                                             | 7.15   |   |
|                                                        |   |   |
| PROTECTION  OF DIRECTORS, OFFICERS AND OTHERS               |   |   |
| Conflict of Interest                                        | 6.01   |   |
| Limitation of Liability                                     | 6.02   |   |
| Indemnity                                                   | 6.03   |   |
| Insurance                                                   | 6.04   |   |
|                                                        |   |   |
| SHARES                                                      |   |   |
| Non-Recognition of Trusts                                   | 9.01   |   |
| Certificates                                                | 9.02   |   |
| Replacement of Share  Certificates                          | 9.03   |   |
| Joint  Holders                                              | 9.04   |   |
|                                                        |   |   |
| SHAREHOLDERS’  MEETINGS                                |   |   |
| Annual  Meetings                                            | 8.01   |   |
| Special  Meetings                                           | 8.02   |   |
| Place  of Meetings                                          | 8.03   |   |

 

ii

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| Record Date for Notice                   | 8.04   |   |
|------------------------------------------|--------|--------|
| Notice of  Meeting                       | 8.05   |   |
| Right to  Vote                           | 8.06   |   |
| List of Shareholders Entitled to  Notice | 8.07   |   |
| Meetings  Without Notice                 | 8.08   |   |
| Waiver of Notice                         | 8.09   |   |
| Chairman, Secretary and  Scrutineers     | 8.10   |   |
| Persons  Entitled to be Present          | 8.11   |   |
| Quorum                                   | 8.12   |   |
| Participation in Meeting by  Telephone   | 8.13   |   |
| Proxyholders and  Representatives        | 8.14   |   |
| Time for Deposit of Proxies              | 8.15   |   |
| Joint  Shareholders                      | 8.16   |   |
| Votes  to Govern                         | 8.17   |   |
| Show of  Hands                           | 8.18   |   |
| Ballots                                  | 8.19   |   |
| Adjournment                              | 8.20   |   |
| Resolution in Lieu of a  Meeting         | 8.21   |   |
| Only One Shareholder                     | 8.22   |   |
|                                     |   |   |
| TRANSFER  OF SECURITIES                  |   |   |
| Registration of Transfer                 | 10.01  |   |
| Transfer Agents and  Registrar           | 10.02  |   |
| Securities’ Registers               | 10.03  |   |
| Deceased Shareholders                    | 10.04  |   |

 

iii

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