**Exhibit 3.3**

 

**AMENDED AND RESTATED BY-LAW NO. 1**

 

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**AMENDED AND RESTATED BY-LAW NO. 1**

 

**A BY-LAW RELATING GENERALLY TO THE TRANSACTION**

**OF THE BUSINESS AND AFFAIRS OF**

**KODIAK OIL & GAS CORP.**

**(THE “CORPORATION”)**

 

**CONTENTS**

 
| ** ** | ** **                                   | **Page** |
|------------|----------------------------------------------|----------|
| 1.         | INTERPRETATION                               | A-3      |
| 2.         | BUSINESS OF THE CORPORATION                  | A-4      |
| 3.         | BORROWING AND SECURITIES                     | A-5      |
| 4.         | DIRECTORS                                    | A-5      |
| 5.         | COMMITTEES                                   | A-8      |
| 6.         | OFFICERS                                     | A-9      |
| 7.         | PROTECTION OF DIRECTORS, OFFICERS AND OTHERS | A-11     |
| 8.         | SHARES                                       | A-12     |
| 9.         | DIVIDENDS AND RIGHTS                         | A-15     |
| 10.        | MEETINGS OF SHAREHOLDERS                     | A-16     |
| 11.        | DIVISIONS AND DEPARTMENTS                    | A-20     |
| 12.        | NOTICES                                      | A-21     |

 

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BE IT ENACTED as a By-Law of the Corporationas follows:

 

**1.****            ****INTERPRETATION**

 

**1.1****         ****Definitions**

 

In the By-Laws of theCorporation, unless the context otherwise requires:

 

“Act” means the *Business Corporations Act* (YukonTerritory), and any statute that may be substituted therefore, as from time totime amended; marginal references to sections of the Act herein are not madefor the purpose of modifying or affecting the meaning of any provision of thisBy-Law in any way but are inserted only for the purpose of directing theattention to provisions of the Act which may be regarded as relevant;

 

“appoint” includes “elect”and vice versa;

 

“Articles” means theArticles attached to the Certificate of Continuation dated the              day of September, 2001, of theCorporation as from time to time amended or restated;

 

“Board” means the Board ofDirectors of the Corporation;

 

“By-Laws” means this By-Lawand all other By-Laws of the Corporation from time to time in force and effectrelating to the transaction of business and affairs of the Corporation inaddition hereto, or in amendment hereof or in substitution for all or any partof this By-Law;

 

“Corporation” means theCorporation incorporated by Certificate of Continuation under the Act andnamed: KODIAK OIL & GAS CORP.

 

“Meeting of Shareholders”includes an annual meeting of Shareholders and a Special Meeting ofShareholders; “Special Meeting of Shareholders” includes both a meeting of anyclass or classes acting separately from any other class or classes and also ameeting, other than an annual meeting, of all Shareholders entitled to vote atany annual meeting of Shareholders;

 

“non-business day” meansSaturday, Sunday and any other day that is a holiday as defined in the *Interpretation Act* (Canada) or the *Interpretation Act* (Yukon);

 

“Prohibited CorporateShareholder” means a corporation prohibited from holding shares in itself orits holding body corporate or a subsidiary corporation prohibited from holdingshares in its parent corporation pursuant to the Act and not exempted from suchprohibited shareholdings by virtue of the Act; and

 

“recorded address” means inthe case of a Shareholder his address as recorded in the securities register;and in the case of joint Shareholders the address appearing in the securitiesregister in respect of such joint holdings determined under Section 8.9;and in the case of a Director, Officer, auditor or member of a Committee ofDirectors, his latest address as recorded in the records of the Corporation.

 

Save as aforesaid, words andexpressions defined in the Act have the same meaning when used herein; andwords importing the singular number include the plural and vice versa; wordsimporting gender include the masculine, feminine and neuter genders; and wordsimporting persons include individuals, bodies corporate, partnerships trustsand unincorporated organizations.

 

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**2.****            ****BUSINESS OFTHE CORPORATION**

 

**2.1****          ****RegisteredOffice**

 

Until changed in accordancewith the Act, the registered office of the Corporation shall be at the City ofWhitehorse, in the Yukon Territory, and at such location therein as the Boardmay from time to time determine.

 

**2.2****          ****CorporateSeal**

 

Until changed by the Board,the corporate seal of the Corporation and any facsimiles thereof adopted by theBoard for use in jurisdictions outside the Yukon Territory shall be in the formapproved by the Directors.

 

**2.3****          ****FinancialYear**

 

The financial year of theCorporation shall end on the day in each year that is established by the Board.

 

**2.4****          ****Executionof Instruments**

 

Deeds, transfers,assignments, contracts, obligations, certificates and other instrumentsrequired by law or otherwise by these By-laws or any resolution of the Board orShareholders of the Corporation to be executed under corporate seal may besigned on behalf of the Corporation by either the President or the Secretary ofthe Corporation. However, notwithstanding the foregoing, the Board may fromtime to time direct the manner in which and the person or persons by whom anyparticular instrument or class of instruments may or shall be signed or sealed.Any signing Officer may affix the corporate seal to any instrument requiringthe same.

 

**2.5****          ****BankingArrangements**

 

The banking business of theCorporation including, without limitation, the borrowing of money and thegiving of security therefor, shall be transacted with such banks, trustcompanies or other bodies corporate or organizations as may from time to timebe designated by or under the authority of the Board. Such banking business orany part thereof shall be transacted under such agreements, instructions anddelegations of powers as the Board may from time to time by resolutionprescribe or authorize.

 

**2.6****          ****VotingRights in Other Bodies Corporate**

 

The signing Officers of theCorporation may execute and deliver proxies and arrange for the issuance ofvoting certificates or other evidence of the right to exercise the votingrights attaching to any securities held by the Corporation. Such instruments,certificates or other evidence shall be in favour of such person or persons asmay be determined by the Officers executing such proxies or arranging for theissuance of voting certificates or such other evidence of the right to exercisesuch voting rights. In addition the Board may from time to time direct themanner in which and the person or persons by whom any particular voting rightsor class of voting rights may or shall be exercised.

 

**2.7****          ****WithholdingInformation from Shareholders**

 

Subject to the provisions ofthe Act, no Shareholder shall be entitled to discovery of any informationrespecting any details or conduct of the Corporation’s business which, in theopinion of the Board, it would be inexpedient in the interests of theShareholders or the Corporation to communicate to the public. The Board mayfrom time to time determine whether and to what extent and at what time andplace and under what conditions or regulations the accounts, records anddocuments of the 

 

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Corporation or any of them shall be open tothe inspection of Shareholders and no Shareholder shall have any right ofinspecting any account, record or document of the Corporation except asconferred by the Act or authorized by the Board or by resolution passed at ageneral meeting of Shareholders.

 

**3.****            ****BORROWINGAND SECURITIES**

 

**3.1****          ****BorrowingPower**

 

Without limiting theborrowing powers of the Corporation as set forth in the Act, the Board isauthorized from time to time:

 

(a)                                  to borrow moneyupon the credit of the Corporation in such amounts and on such terms as may bedeemed expedient by obtaining loans or advances or by way of overdraft orotherwise;

 

(b)                                 to issue,reissue, sell or pledge bonds, debentures, notes or other evidence ofindebtedness or guarantees of the Corporation, whether secured or unsecured forsuch sums and at such prices as may be deemed expedient;

 

(c)                                  subject to theAct, to issue guarantees on behalf of the Corporation to secure the performanceof the obligations of any person; and

 

(d)                                 to charge,mortgage, hypothecate, pledge or otherwise create a security interest in all orany currently owned or subsequently acquired real or personal, movable orimmovable, property and undertaking of the Corporation, including book debts,rights, powers and franchises for the purpose of securing any such bonds,debentures, notes or other evidences of indebtedness or guarantee or any otherpresent or future indebtedness or liability of the Corporation.

 

Nothing in this sectionlimits or restricts the borrowing of money by the Corporation on bills ofexchange or promissory notes made, drawn, accepted or endorsed by or on behalfof the Corporation.

 

**3.2****          ****Delegationof Borrowing Power**

 

The Board may from time totime delegate to such one or more of the Directors or Officers of theCorporation as may be designated by the Board all or any of the powers conferredon the Board by Section 3.1 to such extent and in such manner as the Boardshall determine at the time of each such delegation.

 

**4.****            ****DIRECTORS**

 

**4.1****          ****Number ofDirectors and Quorum**

 

Until changed in accordancewith the Act, the Board shall consist of not fewer than three and not more thanten Directors. Subject to Section 4.7 and subject also to the Articles andthe Act, the quorum for the transaction of business at any meeting of the Boardshall consist of a majority of the Directors.

 

**4.2****          ****Qualification**

 

No person shall be qualifiedfor election as a Director if he is less than 19 years of age; if he is ofunsound mind and has been so found by a Court in Canada or elsewhere; if he isnot an individual; or if he has the status of a bankrupt. A Director need notbe a Shareholder.

 

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**4.3****          ****Electionand Term**

 

Each Director named in theNotice of Directors filed at the time of continuation shall hold office fromthe date of the Certificate of Continuation until the first meeting ofShareholders thereafter. An election of Directors shall take place at suchfirst meeting of Shareholders and at each annual meeting of Shareholdersthereafter and all the Directors then in office shall retire but, if qualified,shall be eligible for re-election. A Director shall retain office only untilthe election of his successor. The number of Directors to be elected at anysuch meeting shall be the number of Directors then in office unless theDirectors or the Shareholders otherwise determine. The election shall be byordinary resolution of the Shareholders. If an election of Directors is notheld at the proper time, the incumbent Directors shall continue in office untiltheir successors are elected.

 

**4.4****          ****Removal ofDirectors**

 

Subject to the provisions ofthe Act, the Shareholders may by ordinary resolution passed at a specialmeeting remove any Director from office and the vacancy created by such removalmay be filled at the same meeting failing which it may be filled by the Directors.

 

**4.5****          ****Vacation ofOffice**

 

A Director ceases to holdoffice when: he dies; he is removed from office by the Shareholders; he ceasesto be qualified for election as a Director; or his written resignation is sentor delivered to the Corporation, or if a time is specified in such resignation,at the time so specified, whichever is later.

 

**4.6****          ****Vacancies**

 

Subject to the Act and theArticles, a quorum of the Board may fill a vacancy in the Board, except avacancy resulting from an increase in the minimum number of Directors or from afailure of the Shareholders to elect the minimum number of Directors and if theArticles so provide, may also add to their numbers and appoint additionalDirector(s) in accordance with the Act, but so that the total number ofDirectors shall not exceed the maximum number fixed by section 4.1. In theabsence of a quorum of the Board, or if the vacancy has arisen from a failureof the Shareholders to elect the minimum number of Directors, the Board shallforthwith call a special meeting of the Shareholders to fill the vacancy. Ifthe Board fails to call such meeting or if there are no such Directors then inoffice, any Shareholder may call the meeting.

 

**4.7****          ****Action bythe Board**

 

The Board shall manage thebusiness and affairs of the Corporation. The powers of the Board may beexercised by resolution passed at a meeting at which a quorum is present or byresolution in writing, whether by document, telegram, telecopy or any method oftransmitting legibly recorded messages or other means, signed by all theDirectors entitled to vote on that resolution at a meeting of the Board and anyresolution in writing so signed shall be as valid as if it had been passed at ameeting of Directors or a Committee of Directors and shall be held to relate toany date therein stated to be the effective date thereof, and a copy of everysuch resolution in writing shall be kept with the minutes of the proceedings ofDirectors or Committee of Directors. Where there is a vacancy in the Board, theremaining Directors may exercise all the powers of the Board so long as aquorum remains in office. Where the Corporation has only one Director, thatDirector may constitute a meeting. An act of a Director is validnotwithstanding any irregularity in his election or appointment or a defect inhis qualifications.

 

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**4.8****          ****Meetings byTelephone**

 

If all of the Directorsconsent, a Director may participate in a meeting of the Board or of a Committeeof Directors by means of such telephone or other communications facilities aspermit all persons participating in the meeting to hear each other, and aDirector participating in such a meeting by such means is deemed to be presentat the meeting. Any such consent shall be effective whether given before orafter the meeting to which it relates and may be given with respect to allmeetings of the Board and of Committees of Directors held while a Directorholds office.

 

**4.9****          ****Place ofMeeting**

 

Meetings of the Board may beheld at any place in or outside Canada.

 

**4.10****       ****Calling ofMeetings**

 

Meetings of the Board shallbe held from time to time and at such place as the Board may determine. Inaddition, each of the Chairman of the Board, the Managing Directors, thePresident or any two Directors may convene or direct the convening of a meetingof the Board.

 

**4.11****       ****Notice ofMeeting**

 

Except as otherwise providedin Section 4.12, notice of the time and place of each meeting of the Boardshall be given in the manner provided in Section 12.1 to each Director notless than 48 hours before the time when the meeting is to be held. Anotice of a meeting of Directors need not specify the purpose of or thebusiness to be transacted at the meeting except where Section 115(3) ofthe Act requires such purpose or business to be specified, including anyproposal to:

 

(a)                                  submit to theShareholders any question or matter requiring approval of the Shareholders;

 

(b)                                 fill a vacancyamong the Directors or in the office of auditor;

 

(c)                                  issuesecurities;

 

(d)                                 declare dividends;

 

(e)                                  purchase,redeem, or otherwise acquire shares of the Corporation;

 

(f)                                    pay acommission for the sale of shares;

 

(g)                                 approve amanagement proxy circular;

 

(h)                                 approve anyannual financial statements; or

 

(i)                                     adopt, amend orrepeal By-Laws.

 

A Director may in any mannerwaive notice of or otherwise consent to a meeting of the Board either before orafter the convening of the meeting.

 

**4.12****       ****RegularMeetings**

 

The Board may be resolutionappoint a day or days in any month or months for regular meetings of the Boardat a place and hour to be named in the resolution. No notice shall be requiredfor any such regular meeting.

 

**4.13****       ****FirstMeeting of New Board**

 

Provided a quorum ofDirectors is present, each newly elected Board may without notice hold itsfirst meeting immediately following the meeting of Shareholders at which suchBoard or portion thereof is elected.

 

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**4.14****       ****AdjournedMeeting**

 

Notice of an adjournedmeeting of the Board is not required if the time and place of the adjournedmeeting is announced at the original meeting.

 

**4.15****       ****Chairman**

 

The Chairman of any meetingof the Board shall be the first mentioned of such of the following Officers ashave been appointed and who is a Director and is present at the meeting:Chairman of the Board, Managing Director, President, or Vice-President who is aDirector. If no such Officer is present, the Directors present shall choose oneof their number to be Chairman.

 

**4.16****       ****Votes toGovern**

 

At all meetings of the Boardevery question shall be decided by a majority of the votes cast on thequestion. In cases of an equality of votes the Chairman of the meeting shallnot be entitled to a second or casting vote.

 

**4.17****       ****Conflict ofInterest**

 

A Director or Officer who isa party to, or who is a Director or Officer of or has a material interest inany person who is a party to, a material contract or proposed material contractwith the Corporation shall disclose the nature and extent of his interest atthe time and in the manner provided by the Act. Any such contract or proposedcontract shall be referred to the Board or Shareholders for approval even ifsuch contract is one that in the ordinary course of the Corporation’s businesswould not require approval by the Board or Shareholders, and a Directorinterested in a contract so referred to the Board shall not vote on anyresolution to approve the same except as provided by the Act.

 

**4.18****       ****Remunerationand Expenses**

 

The Directors shall be paidsuch remuneration for their services as the Board may from time to timedetermine. The Directors shall also be entitled to be reimbursed for travellingand other expenses properly incurred by them in attending meetings of the Boardor any committee thereof. Nothing herein contained shall preclude any Directorfrom serving the Corporation in any other capacity and receiving remunerationtherefor.

 

**5.****            ****COMMITTEES**

 

**5.1****          ****Committeeof Directors**

 

(a)                                  The Board mayappoint one or more Committees of Directors, however designated, and delegate tosuch committee any of the powers of the Board except those which, under theAct, a Committee of Directors has no authority to exercise.

 

(b)                                 The Board mayby resolution appoint an Executive Committee to consist of such member ormembers of their body as they think fit, which Committee shall have, and mayexercise during the intervals between the meetings of the Board, all the powersvested in the Board except the power to fill vacancies in the Board, the powerto change the membership of, or fill vacancies in, said Committee or any othercommittee of the Board and such other powers, if any, as may be specified inthe resolution. The said Committee shall keep regular minutes of itstransactions and shall cause them to be recorded in books kept for that purpose,and shall report the same to the Board of Directors at such times as the Boardof Directors may from time to time require. The Board shall have the power atany time to revoke or override the authority given to or acts done by theExecutive Committee except as to acts done before such revocation or overridingand to terminate the appointment or 

 

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change the membership ofsuch Committee and to fill vacancies in it. The Executive Committee may make rules forthe conduct of its business and may appoint such assistants as it may deemnecessary. A majority of the members of said Committee shall constitute aquorum thereof.

 

(c)                                  The Board mayfrom time to time by resolution constitute, dissolve or reconstitute standingcommittees and other committees consisting of such persons as the Board maydetermine. Every committee constituted by the Board shall have the powers,authorities and discretions delegated to it by the Board (which shall notinclude the power to fill vacancies in the Board and the power to change themembership of or fill vacancies in any committee constituted by the Board orthe power to appoint or remove officers appointed by the Board) and shallconform to the regulations which may from time to time be imposed upon it bythe Board.

 

(d)                                 The ExecutiveCommittee and any other committee may meet and adjourn as it thinks proper.Questions arising at any meeting shall be determined by a majority of votes ofthe members of the committee present, and in case of an equality of votes thechairman shall not have a second or casting vote. A resolution approved inwriting by all the members of the Executive Committee or any other committeeshall be as valid and effective as if it had been passed at a meeting of suchCommittee duly called and constituted. Such resolution may be in two or morecounterparts which together shall be deemed to constitute one resolution inwriting. Such resolution shall be filed with the minutes of the proceedings ofthe committee and shall be effective on the date stated thereon or on thelatest date stated in any counterpart.

 

**5.2****          ****Transactionof Business**

 

Subject to the provisions ofSection 4.7, the powers of a Committee of Directors may be exercised by ameeting at which a quorum is present or by resolution in writing signed by allthe members of such committee who would have been entitled to vote on thatresolution at a meeting of the committee. Meetings of such committee may beheld at any place in or outside Canada.

 

**5.3****          ****AuditCommittee**

 

When required by the Act theBoard shall, and at any other time the Board may, elect annually from among itsnumber an audit committee to be composed of not fewer than three directors ofwhom a majority shall not be Officers or employees of the Corporation or itsaffiliates. The audit committee shall have the powers and duties provided inthe Act.

 

**5.4****          ****Procedure**

 

Unless otherwise determinedby the Board, each Committee of Directors shall have the power to fix itsquorum at not less than a majority of its members, to elect its Chairman and toregulate its procedure.

 

**6.****            ****OFFICERS**

 

**6.1****          ****Appointment**

 

The Board may from time totime appoint a President, one or more Vice-Presidents (to which title may beadded words indicating seniority or function), a Secretary, a Treasurer andsuch other Officers as the Board may determine, including one or moreassistants to any of the Officers so appointed (herein referred to as “Officers”).The Board may specify the duties of and, in accordance with this By-Law andsubject to the provisions of the Act, delegate to such Officers powers tomanage 

 

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the business and affairs of the Corporation.Subject to Sections 6.2, 6.3 and 6.4, an Officer may but need not be a Directorand one person may hold more than one office.

 

**6.2****          ****Chairman ofthe Board**

 

The Board may from time totime also appoint a Chairman of the Board who shall be a Director. The Chairmanof the Board shall, when present, preside at all meetings of the Board,Committees of Directors and at all meetings of shareholders. In addition, theBoard may assign to him any of the powers and duties that may by the provisionsof this by-law be assigned to the Managing Director or to the President; and heshall have such other powers and duties as the board may specify.

 

**6.3****          ****ManagingDirector**

 

The Board may from time totime appoint a Managing Director who shall be a Director. If appointed, heshall be the Chief Executive Officer and, subject to the authority of the Board,shall have general supervision of the business and affairs of the Corporation;and he shall, subject to the provisions of the Act, have such other powers andduties as the Board may specify. During the absence or disability of thePresident, or if no President has been appointed, the Managing Director shallalso have the powers and duties of the President’s office.

 

**6.4****          ****President**

 

The Board, from time totime, may elect from its number, a President. The President, in the absence ornon-appointment of the Chairman of the Board, shall preside at meetings of theBoard and at all meetings of the Shareholders. He shall have general and activemanagement of the business and affairs of the Corporation, and withoutlimitation to the foregoing:

 

(a)                                  he shall havegeneral supervision and direction of all the other officers of the Corporation;

 

(b)                                 he shall submitthe annual report of the Board, if any, and the annual balance sheets andfinancial statements of the business and affairs and reports on the financialposition of the Corporation as required by the statutes to the annual generalmeeting and from time to time shall report to the Board on all matters withinhis knowledge which the interest of the Corporation requires to be brought totheir attention;

 

(c)                                  he shall beex-officio a member of all standing committees.

 

**6.5****          ****Vice-President**

 

A Vice-President shall havesuch powers and duties as the Board may specify.

 

**6.6****          ****Secretary**

 

The Secretary shall attendand be the Secretary of all meetings of the Board, Shareholders and Committeesof the Board and shall enter or cause to be entered in records kept for thatpurpose minutes of all proceedings thereat; he shall give or cause to be given,as and when instructed, all notices to Shareholders, Directors, Officers, theauditor and members of the Committees of Directors; he shall be the custodianof the stamp or mechanical device generally used for affixing the corporateseal of the Corporation and of all books, papers, records, documents andinstruments belonging to the Corporation, except when some other Officer oragent has been appointed for that purpose; and he shall have such other powersand duties as the Board may specify.

 

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**6.7****         ****Treasurer**

 

The Treasurer shall keepproper accounting records in compliance with the Act and shall be responsiblefor the deposit of money, the safekeeping of securities and the disbursement ofthe funds of the Corporation; he shall render to the Board whenever required anaccount of all his transactions as Treasurer and of the financial position ofthe Corporation; and he shall have such other powers and duties as the Boardmay specify.

 

**6.8****         ****Powers andDuties of Other Officers**

 

The powers and duties of allother Officers shall be such as the terms of their engagement call for or asthe Board or the Chief Executive Officer may specify. Any of the powers andduties of an Officer to whom an assistant has been appointed may be exercisedand performed by such assistant, unless the Board otherwise directs.

 

**6.9****         ****Variationof Powers and Duties**

 

The Board may from time totime and subject to the provisions of the Act, vary, add to or limit the powersand duties of any Officer.

 

**6.10****       ****Term ofOffice**

 

The Board, in itsdiscretion, may remove any Officer of the Corporation, without prejudice tosuch Officer’s rights under any employment contract, otherwise each Officerappointed by the Board shall hold office until the earlier of the date hisresignation becomes effective, the date his successor is appointed or he shallcease to be qualified for that office.

 

**6.11****       ****Terms ofEmployment and Remuneration**

 

The terms of employment andthe remuneration of Officers appointed by the Board shall be settled by it fromtime to time.

 

**6.12****       ****Conflict ofInterest**

 

An Officer shall disclosehis interest in any material contract or proposed material contract with theCorporation in accordance with Section 4.17.

 

**6.13****       ****Agents andAttorneys**

 

The Board shall have powerfrom time to time to appoint agents or attorneys for the Corporation in oroutside of Canada with such powers of management or otherwise (including thepower to sub-delegate) as may be thought fit.

 

**6.14****       ****FidelityBonds**

 

The Board may require suchOfficers, employees and agents of the Corporation as the Board deems advisableto furnish bonds for the faithful discharge of their powers and duties, in suchform and with such surety as the Board may from time to time determine.

 

**7.****            ****PROTECTIONOF DIRECTORS, OFFICERS AND OTHERS**

 

**7.1****         ****Limitationof Liability**

 

No Director shall be liablefor the acts, receipts, neglects or defaults of any other Director or Officeror employee, or for joining in any receipt or other act for conformity, or forany loss, damage or expense happening to the Corporation through theinsufficiency or deficiency of title to any property 

 

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acquired for or on behalf of the Corporation,or for the insufficiency or deficiency of any security in or upon which any ofthe moneys of the Corporation shall be invested, or for any loss or damagearising from the bankruptcy, insolvency or tortious acts of any person withwhom any of the moneys, securities or effects of the Corporation shall bedeposited, or for any loss occasioned by any error of judgement or oversight onhis part, or for any other loss, damage or misfortune whatever which shallhappen in the execution of the duties of his office or in relation thereto,unless the same are occasioned by his own wilful neglect or default; 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.

 

**7.2****         ****Indemnity**

 

Subject to the limitationscontained in the Act, and to the extent he is otherwise fairly and reasonablyentitled thereto, the Corporation shall indemnify a Director or Officer, aformer Director or Officer, or a person who acts or acted at the Corporation’srequest as a Director or Officer of a body corporate of which the Corporationis or was a Shareholder or creditor (or a person who undertakes or hasundertaken any liability on behalf of the Corporation or any such bodycorporate) and his heirs and legal representatives, against all costs, chargesand expenses, including an amount paid to settle an action or satisfy ajudgement, reasonably incurred by him in respect of any civil, criminal oradministrative action or proceeding to which he is made a party by reason ofbeing or having been a Director or Officer of the Corporation or such bodycorporate, if:

 

(a)                                  he actedhonestly and in good faith with a view to the best interests of theCorporation; and

 

(b)                                 in the case ofa criminal or administrative action or proceeding that is enforced by amonetary penalty, he had reasonable grounds for believing that his conduct waslawful.

 

**7.3****         ****Insurance**

 

Subject to the limitationscontained in the Act, the Corporation may purchase and maintain such insurancefor the benefit of its Directors and Officer as such, as the Board may fromtime to time determine.

 

**8.****            ****SHARES**

 

**8.1****         ****Allotmentand Issue**

 

The Board may from time totime allot, or grant options to purchase the whole or any part of theauthorized and unissued shares of the Corporation at such times and to suchpersons and for such consideration as the Board shall determine, provided thatno share shall be issued until it is fully paid as prescribed by the Act.Subject to the Articles, no holder of any class of share of the capital of theCorporation shall be entitled as of right to subscribe for, purchase or receiveany part of any new or additional issue of shares of any class, whether now orhereafter authorized or any bonds, debentures or other securities convertibleinto shares of any class.

 

**8.2****         ****Commissions**

 

The Board may from time totime authorize the Corporation to pay a reasonable commission to any person inconsideration of his purchasing or agreeing to purchase shares of theCorporation, whether from the Corporation or from any other person, orprocuring or agreeing to procure purchasers for any such shares.

 

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**8.3****         ****Registrationof Transfer**

 

(a)           Subject to the provisions ofthe Act, the transfer of a share may only be registered in the Corporation’ssecurities register upon:

 

(i)            presentation of thecertificate representing such share with an endorsement, which complies withthe Act, made on the certificate or delivered with the certificate, dulyexecuted by an appropriate person as provided by the Act, together withreasonable assurance that the endorsement is genuine and effective, uponpayment of all applicable taxes and in any reasonable fees prescribed by theBoard; or

 

(ii)           in the case of shareselectronically issued without a certificate, upon receipt of proper transferinstructions from the registered holder of the shares, a duly authorizedattorney of the registered owner of the shares or an individual presentingproper evidence of succession, assignment or authority to the transfer of theshares.

 

(b)           The signature of theregistered owner of any shares, or of his duly authorized attorney, upon anauthorized instrument of transfer shall constitute a complete and sufficientauthority to the Corporation, its Directors, Officers and agents to register,in the name of the transferee as named in the instrument of transfer, thenumber of shares specified therein or, if no number is specified, all theshares of the registered owner represented by share certificates deposited withthe instrument of transfer. If no transferee is named in the instrument oftransfer, the instrument of transfer shall constitute a complete and sufficientauthority to the Corporation, its Directors, Officers and agents to register,in the name of the person in whose behalf any certificate for the shares to betransferred is deposited with the Corporation for the purpose of having thetransfer registered, the number of shares specified in the instrument oftransfer or, if no number is specified, all the shares represented by all sharecertificates deposited with the instrument of transfer.

 

(c)           Neither the Corporation norany Director, Officer or agent thereof shall be bound to inquire into the titleof the person named in the form of transfer as transferee, or, if no person isnamed therein as transferee, of the person on whose behalf the certificate isdeposited with the Corporation for the purpose of having the transferregistered or be liable to any claim by such registered owner or by anyintermediate owner or holder of the certificate or of any of the sharesrepresented thereby or any interest therein for registering the transfer, andthe transfer, when registered, shall confer upon the person in whose name theshares have been registered a valid title to such shares.

 

(d)           Every instrument of transfershall be executed by the transferor and left at the registered office of theCorporation or at the office of its transfer agent or branch transfer agent orregistrar for registration together with the share certificate for the sharesto be transferred and such other evidence, if any, as the Directors or thetransfer agent or branch transfer agent or registrar or branch registrar mayrequire to prove the title of the transferor or his right to transfer theshares and the right of the transferee to have the transfer registered. Allinstruments of transfer where the transfer is registered shall be retained bythe Corporation or its transfer agent or branch transfer agent or registrar orbranch registrar and any instrument of transfer, where the transfer is notregistered, shall be returned to the person depositing the same together withthe share certificate which accompanied the same when tendered forregistration.

 

(e)           There shall be paid to theCorporation in respect of the registration of any transfer such sum, if any, asthe Directors may from time to time determine.

 

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**8.4****         ****TransferAgents and Registrars**

 

The Board may from time totime appoint a registrar to maintain the securities register and a transferagent to maintain the register of transfers and may also appoint one or morebranch registrars to maintain branch securities registers and one or morebranch transfer agents to maintain branch registers of transfer, but one personmay be appointed both registrar and transfer agent. The Board may at any timeterminate any such appointment.

 

**8.5****         ****Lien forIndebtedness**

 

If the Articles provide thatthe Corporation shall have a lien on shares registered in the name of aShareholder indebted to the Corporation, such lien may be enforced, subject toany other provision of the Articles and to any Unanimous Shareholder Agreement,by the sale of the shares thereby affected or by any other action, suit, remedyor proceeding authorized or permitted by law or by equity and, pending suchenforcement, may refuse to register a transfer of the whole or any part of suchshares.

 

**8.6****         ****Non-Recognitionof Trusts**

 

Subject to the provisions ofthe Act, the Corporation shall treat as absolute owner of the share the personin whose name the share is registered in the securities register as if thatperson had full legal capacity and authority to exercise all rights ofownership, irrespective of any indication to the contrary through knowledge ornotice or description in the Corporation’s records or on the share certificate.

 

**8.7****         ****ShareCertificates**

 

The shares of theCorporation shall be represented by certificates or, where allowed for orrequired by applicable law, shall be electronically issued without acertificate. Every holder of one or more shares of the Corporation is entitled,at the option of the holder, to a share certificate, or a non-transferablewritten certificate of acknowledgement of the right to obtain a sharecertificate, stating the number and the class of shares held as shown on thesecurities register. Any certificate shall be signed in accordance with theseby-laws and need not be under corporate seal. Certificates may be manuallycountersigned by at least one director or officer of the Corporation or by oron behalf of a registrar or transfer agent of the Corporation. Subject to theprovisions of the Act, the signature of any signing director, officer, transferagent or registrar may be printed or mechanically reproduced on the certificate.Every printed or mechanically reproduced signature is deemed to be thesignature of the person whose signature it reproduces and is binding on theCorporation. A certificate executed as set out in this section is valid even ifa director or officer whose printed or mechanically reproduced signatureappears on the certificate no longer holds office as of the date of the issueof the certificate.

 

**8.8****         ****Replacementof Share Certificates**

 

The Board or any Officer oragent designated by the Board may in its or his discretion direct the issue ofa new share certificate in lieu of and upon cancellation of a share certificatethat has been mutilated or in substitution for a share certificate claimed tohave been lost, destroyed or wrongfully taken or which does not comply as toform with the requirements from time to time of the Act in this regard, onpayment of such fee as the Board may direct and on such terms as to indemnity,reimbursement of expenses and evidence of loss and of title as the Board mayfrom time to time prescribe, whether generally or in any particular case.

 

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**8.9****         ****JointShareholders**

 

If two or more persons areregistered as joint holders of any share, the Corporation shall not be bound toissue more than one certificate in respect thereof, and delivery of suchcertificate to one of such persons shall be sufficient delivery to all of them.Any one of such persons may give effectual receipts for the certificate issuedin respect thereof or for any dividend, bonus, return of capital or other moneypayable or warrant issuable in respect of such share. Joint Shareholders maycollectively designate in writing an address as their recorded address forservice of notice and payment of dividends, but in default of such designationthe address of the first named joint Shareholder shall be deemed to be therecorded address aforesaid.

 

**8.10****       ****DeceasedShareholders**

 

In the event of the death ofa holder, or of one of the joint holders, of any share, the Corporation shallnot be required to make any entry in the securities register in respect thereofor to make payment of any dividends thereon except upon production of all suchdocuments as may be required by law and upon compliance with the reasonablerequirements of the Corporation and its transfer agents.

 

**9.****            ****DIVIDENDSAND RIGHTS**

 

**9.1****         ****Dividends**

 

Subject to the provisions ofthe 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 issuing fullypaid shares of the Corporation.

 

**9.2****         ****DividendCheques**

 

A dividend payable in cashshall be paid by cheque drawn on the Corporation’s bankers or one of them tothe order of each registered holder of shares of the class or series in respectof which it has been declared and mailed by prepaid ordinary mail to suchregistered holder at his recorded address, unless such holder otherwisedirects. In the case of joint holders the cheque shall, unless such jointholders otherwise direct, be made payable to the order of all such jointholders and mailed to them at their recorded address. The mailing of suchcheque as aforesaid, unless the same is not paid on due presentation, shall satisfyand discharge the liability for the dividend to the extent of the sumrepresented thereby plus the amount of any tax which the Corporation isrequired to and does withhold.

 

**9.3****         ****Non-Receiptof Cheques**

 

In the event of non-receiptof any dividend cheque by the person to whom it is sent as aforesaid, theCorporation shall issue to such person a replacement cheque for a like amounton such terms as to indemnity, reimbursement of expenses and evidence ofnon-receipt and of title as the Board may from time to time prescribe, whethergenerally or in any particular case.

 

**9.4****         ****Record Datefor Dividends and Rights**

 

The Board may fix in advancea date, preceding by not more than 50 days the date for the payment of anydividend or the date for the issue of any warrant or other evidence of right tosubscribe for securities of the Corporation, as a record date for thedetermination of the persons entitled to receive payment of such dividend or toexercise the right to subscribe for such securities, provided that, where theCorporation is a distributing Corporation for purposes of the Act, notice ofany such record date is given not less than seven days before such record dateby newspaper advertisement and 

 

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otherwise in the manner provided in the Act.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 or toexercise the right to subscribe for securities of the Corporation shall be atthe close of business on the day on which the resolution relating to suchdividend or right to subscribe is passed by the Board.

 

**9.5****         ****UnclaimedDividends**

 

Any dividend unclaimed aftera period of six years from the date on which the same has been declared to bepayable shall be forfeited and shall revert to the Corporation.

 

**10.****         ****MEETINGS OFSHAREHOLDERS**

 

**10.1****       ****AnnualMeetings**

 

The annual meeting ofShareholders shall be held at such time in each year and, subject to the Actand to Section 10.4, at such place as the Board, the Chairman of theBoard, the Managing Director or the President may from time to time determine,for the purpose of considering the financial statements and reports required bythe Act to be placed before the annual meeting, electing Directors, appointingauditors and for the transaction of such other business as may properly bebrought before the meeting.

 

**10.2****       ****SpecialMeetings**

 

The Board, the Chairman ofthe Board, the Managing Director or the President shall have power to call aspecial meeting of Shareholders at any time.

 

**10.3****       ****SpecialBusiness**

 

All business transacted at aspecial meeting of Shareholders and all business transacted at an annualmeeting of Shareholders, except consideration of the financial statements, auditorsreports, election of directors and reappointment of the incumbent auditors, isdeemed to be special business.

 

**10.4****       ****Place ofMeeting**

 

Subject to the Articles,meetings of Shareholders may be held in the Yukon Territory, the Province ofBritish Columbia, the State of Colorado or such other place or places outsidethe Yukon Territory as the directors in their absolute discretion may determinefrom time to time.

 

**10.5****       ****Notice ofMeeting**

 

Notice of the time and placeof each meeting of Shareholders shall be given in the manner provided in Section 12.1not less than 21 nor more than 50 days before the date of the meeting toeach Director, to the auditor and to each Shareholder who at the close ofbusiness on the record date, if any, for notice is entered in the securitiesregister as the holder of one or more shares carrying the right to vote at themeeting. Notice of a meeting of Shareholders called for any purpose other thanconsideration of the financial statements and auditor’s report, election ofDirectors and re-appointment of the incumbent auditor shall state the nature ofsuch business in sufficient detail to permit the Shareholder to form a reasonedjudgement thereon and shall state the text of any special resolution to besubmitted to the meeting. A Shareholder and any other person entitled to attenda meeting of Shareholders may in any manner waive notice of or otherwiseconsent to a meeting of Shareholders.

 

**10.6****       ****List ofShareholders Entitled to Notice**

 

For every meeting ofShareholders, at any time that the Corporation has more than 15 Shareholdersentitled to vote at a meeting of Shareholders, the Corporation shall prepare alist of

 

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Shareholders entitled to receive notice ofthe meeting, arranged in alphabetical order and showing the number of sharesentitled to vote at the meeting held by each Shareholder. If a record date forthe meeting is fixed pursuant to Section 10.7, the Shareholders listedshall be those registered or constructively registered pursuant to the Act atthe close of business of the record date, such list to be prepared on a day notlater than 10 days after such record date. If no record date is fixed, thelist of Shareholders shall be prepared no later than at the close of businesson the day immediately preceding the day on which notice of the meeting isgiven, or where no such notice is given, the day on which the meeting is held.The list shall be available for examination by any Shareholder during usualbusiness hours at the records office of the Corporation or at the place wherethe central securities register is kept and at the place where the meeting isheld.

 

**10.7****       ****Record Datefor Notice**

 

The Board may fix in advancea record date, preceding the date of any meeting of Shareholders by not morethan 50 days and not less than 21 days for the determination of theShareholders entitled to notice of the meeting, provided that notice of anysuch record date is given, not less than seven days before such record date, bynewspaper advertisement in the manner provided in the Act. If no record date isso fixed, the record date for the determination of the Shareholders entitled tonotice of the meeting shall be the close of business on the day immediatelypreceding the day on which the notice is given, or if no notice is given, theday on which the meeting is held.

 

**10.8****       ****MeetingsWithout Notice**

 

A meeting of Shareholdersmay be held without notice at any time and place permitted by the Act:

 

(a)           if all the Shareholdersentitled to vote thereat are present in person or represented by proxy waivenotice of or otherwise consented to such meeting being held, and

 

(b)           if the auditor and theDirectors are present or waived notice of or otherwise consent to such meetingbeing held.

 

At such meeting any businessmay be transacted which the Corporation at a meeting of Shareholders maytransact. If the meeting is held at a place outside the Yukon Territory,Shareholders not present or represented by proxy, but who have waived notice ofor otherwise consented to such meeting, shall also be deemed to have consentedto the meeting being held at such place.

 

**10.9****       ****Meetings byTelephone**

 

If all the Shareholdersconsent, a Shareholder may participate in a meeting of Shareholders by means ofsuch telephone or other communications facilities as permit all personsparticipating in the meeting to hear each other, and a Shareholderparticipating in such a meeting by such consent shall be effective whethergiven before or after the meeting to which it relates.

 

**10.10****     ****Chairman,Secretary and Scrutineers**

 

The Chairman of any meetingof Shareholders shall be the first mentioned of such of the following Officersas having been appointed and who is present at the meeting: Chairman of theBoard, President, Managing Director, or a Vice-President. If no such Officer ispresent within 15 minutes from the time fixed for holding the meeting, thepersons present and entitled to vote shall choose one of their number to beChairman. If the Secretary of the Corporation is absent, the Chairman shallappoint some person, who need not be a Shareholder, to act as Secretary of themeeting. If desired, one or more scrutineers, who need not be Shareholders, maybe appointed by a resolution or by the Chairman with the consent of the meeting.

 

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**10.11****     ****PersonsEntitled to be Present**

 

The only persons entitled tobe present at a meeting of Shareholders shall be those entitled to votethereat, the Directors and auditor of the Corporation and others who, althoughnot entitled to vote, are entitled or required under any provision of the Actor the Articles or By-Laws to be present at the meeting. Any other person maybe admitted only on the invitation of the Chairman of the meeting or with theconsent of the meeting.

 

**10.12****     ****Quorum**

 

Subject toSections 10.23, 10.24 and the Act, a quorum for the transaction ofbusiness at any meeting of Shareholders shall be two persons present in person,each being a Shareholder entitled to vote thereat or a duly appointed proxy foran absent Shareholder so entitled and together holding or representing by proxynot less than 5% of the outstanding shares of the Corporation entitled to voteat the meeting save and except if there is only one Shareholder the quorumshall consist of that one Shareholder. If a quorum is present at the opening ofany meeting of Shareholders, the Shareholders present or represented by proxymay proceed with the business of the meeting notwithstanding that a quorum isnot present throughout the meeting. If a quorum is not present within one-halfhour of the time appointed for convening of any meeting of Shareholders, theShareholders present or represented by proxy may adjourn the meeting to a fixedtime and place subject to Section 10.21 but may not transact any otherbusiness provided, however, that if no provision for adjournment is made at anysuch meeting or adjourned meeting at which a quorum is not present, the meetingshall be dissolved.

 

**10.13****     ****Right toVote—Record Date for Voting**

 

Subject to the provisions ofthe Act as to authorized representative of any other body corporate, at anymeeting of Shareholders in respect of which the Corporation has prepared thelist referred to in Section 10.6, every person who is named in such list shallbe entitled to vote the shares shown thereon opposite his name except, wherethe Corporation has fixed a record date in respect of such meeting pursuant to Section 10.7,to the extent that such person has transferred any of his shares after suchrecord date and the transferee, upon producing properly endorsed Certificatesevidencing such shares or otherwise establishing that he owns such shares,demands not later than 10 days before the meeting that his name beincluded in such list, in which event the transferee alone shall be entitled tovote the transferred shares at the meeting. Where no record date for notice hasbeen fixed and no notice of meeting given, or in the absence of a list preparedas aforesaid in respect of a meeting of Shareholders, every person shall beentitled to vote at the meeting who at the time is entered in the securitiesregister as the holder of one or more shares carrying the right to vote at suchmeeting.

 

**10.14****     ****Proxies**

 

(a)           Every Shareholder entitledto vote at a meeting of Shareholders may appoint a proxyholder, or one or morealternate proxyholders, who need not be Shareholders, to attend and act at themeeting in the manner and to the extent authorized and with the authorityconferred by the proxy. A proxy shall be in writing executed by the Shareholderor his attorney and shall conform with the requirements of the Act. Aninstrument of proxy shall be valid only at the meeting in respect of which itis given or any adjournment thereof.

 

(b)           Any corporation, other thana Prohibited Corporate Shareholder, which is a Shareholder of the Corporationmay by resolution of its Directors or other governing body authorize suchperson as it thinks fit to act as its representative at any meeting. The personso authorized shall be entitled to exercise in respect of and at such meetingthe same powers on behalf of the corporation which he represents as thatcorporation could exercise if it were an individual member of the Corporationpersonally present, including, without limitation, the 

 

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right, unless restricted bysuch resolution, to appoint a proxyholder to represent such corporation, andshall, if present at the meeting, be counted for the purpose of forming aquorum and be deemed to be a member present at the meeting. Evidence of theappointment of any such representative may be sent to the Corporation bywritten instrument, telegram, telex, facsimile or any method of transmittinglegibly recorded messages.

 

**10.15****     ****Time forDeposit of Proxies**

 

The Board may specify in anotice calling a meeting of Shareholders a time, preceding the time of suchmeeting by not more than 48 hours exclusive of non-business days, beforewhich time proxies to be used at such meeting must be deposited. A proxy shallbe acted upon only if, prior to the time so specified, it shall have beendeposited by written instrument, telegram, telex, facsimile or any method oftransmitting legibly recorded messages with the Corporation or an agent thereofspecified in such notice or, if no such time is specified in such notice,unless it has been received by the Secretary of the Corporation or by theChairman of the meeting or any adjournment thereof prior to the time of voting.

 

**10.16****     ****JointShareholders**

 

If two or more persons holdshares jointly, any one of them present in person or represented by proxy at ameeting of Shareholders may, in the absence of the other or others, vote theshares but if two or more of those persons are present in person or representedby proxy and vote, they shall vote as one on the shares jointly held by themand in the absence of agreement between those so voting the person named firstin the Register shall vote the shares.

 

**10.17****     ****Votes toGovern**

 

At any meeting ofShareholders every question shall, unless otherwise required by the Articles orBy-Laws or by law, be determined by the majority of the votes cast on thequestion. In case of an equality of votes either upon a show of hands or upon apoll, the Chairman of the meeting shall not be entitled to a second or castingvote.

 

**10.18****     ****Motion**

 

The Chairman may propose orsecond a motion.

 

**10.19****     ****Show ofHands**

 

Subject to the provisions ofthe Act, any question at a meeting of Shareholders shall be decided by a showof hands unless a ballot thereon is required or demanded as hereinafterprovided. Upon a show of hands, every person who is present and entitled tovote shall have one vote. Whenever a vote by show of hands shall have beentaken upon a question, unless a ballot thereon is so required or demanded, adeclaration by the Chairman of the meeting that the vote upon the question hasbeen carried or carried by a particular majority or not carried, an entry tothat effect in the minutes of the meeting shall be conclusive evidence of thefact without proof of the number or proportion of the votes recorded in favourof 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 theShareholders upon the said question.

 

**10.20****     ****Ballots**

 

(a)           On any question proposed forconsideration at a meeting of the Shareholders, and whether or not a show ofhands has been taken thereof, any Shareholder or proxyholder entitled to voteat the meeting may require or demand a ballot. A ballot so required or demandedshall be taken in such manner as the Chairman shall direct. A requirement ordemand for a 

 

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ballot may be withdrawn atany time prior to the taking of the ballot. If a ballot is taken, each personpresent shall be entitled in respect of the shares which he is entitled to voteat the meeting upon the question, to that number of votes provided by the Actor the Articles, and the result of the ballot so taken shall be the decision ofthe Shareholders upon the said question.

 

(b)           No ballot may be demanded onthe election of a Chairman. A ballot demanded on a question of adjournmentshall be taken forthwith. A ballot demanded on any other question shall betaken as soon as, in the opinion of the Chairman, is reasonably convenient, butin no event later than seven days after the meeting and at such time and placeand in such manner as the Chairman of the meeting directs. The result of theballot shall be deemed to be the resolution of and passed at the meeting atwhich the ballot was demanded. Any business other than that upon which theballot has been demanded may be proceeded with pending the taking of theballot. In any dispute as to the admission or rejection of a vote the decision ofthe Chairman made in good faith shall be final and conclusive.

 

**10.21****     ****Adjournment**

 

If a meeting of Shareholdersis adjourned for less than 30 days, it shall not be necessary to givenotice of the adjourned meeting, other than by announcement at the earliestmeeting that it is adjourned. If a meeting of Shareholders is adjourned by oneor more adjournments for an aggregate of 30 days or more, notice of theadjourned meeting shall be given as for an original meeting. At any suchadjourned meeting no business shall be transacted other than business leftunfinished at the meeting from which the adjournment took place.

 

**10.22****     ****Resolutionin Writing**

 

A resolution in writingsigned by all the Shareholders entitled to vote on that resolution at a meetingof Shareholders is as valid as if it had been passed at a meeting of theShareholders, and shall be held to relate to any date therein stated to be theeffective date thereof.

 

**10.23****     ****Only OneShareholder**

 

Where the Corporation hasonly one Shareholder or only one holder of any class or series of shares, theShareholder present in person or by proxy constitutes a meeting.

 

**10.24****     ****Only TwoShareholders**

 

Where the Corporation hasonly two Shareholders a quorum for transaction of business at any meeting ofShareholders shall be one person present in person, being a Shareholderentitled to vote thereat, or a duly appointed proxy of said Shareholder,holding not less than 10% of the outstanding shares of the Corporation entitledto vote at the meeting.

 

**11.****         ****DIVISIONSAND DEPARTMENTS**

 

**11.1****       ****Creationand Consolidation of Divisions**

 

The Board may cause thebusiness and operations of the Corporation or any part thereof to be divided orto be segregated into one or more divisions upon such basis, including withoutlimitation, character or type of operation, geographical territory, productmanufactured or service rendered, as the Board may consider appropriate in eachcase. The Board may also cause the business and operations of any such divisionto be further divided into sub-units and the business and operations of anysuch divisions or sub-units to be consolidated upon such basis as the Board mayconsider appropriate in each case.

 

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**11.2****       ****Name ofDivision**

 

Subject to the Act, anydivision or its sub-units may be designed by such name as the Board may fromtime to time determine and may transact business, enter into contracts, signcheques and other documents of any kind and do all acts and things under suchname, provided that the Corporation shall set out its name in legiblecharacters in all contracts, invoices, negotiable instruments and orders forgoods or services issued or made by or on behalf of the Corporation. Any suchcontract, cheque or document shall be binding upon the Corporation as if it hadbeen entered into or signed in the name of the Corporation.

 

**11.3****       ****Officers ofDivision**

 

From time to time the Boardor, if authorized by the Board, the Chief Executive Officer, may appoint one ormore Officers for any division, prescribe their powers and duties and settletheir terms of employment and remuneration. The Board or, if authorized by theBoard, the Chief Executive Officer, may remove at its or his pleasure anyOfficers so appointed, without prejudice to such Officer’s right under anyemployment contract. Officers of divisions or their sub-units shall not, assuch, be Officers of the Corporation.

 

**12.****         ****NOTICES**

 

**12.1****       ****Method ofGiving Notices**

 

Any notice (which termincludes any communication or document) to be given (which term includes sent,delivered or served) pursuant to the Act, the regulations thereunder, theArticles, the By-Laws or otherwise to a Shareholder, Director, Officer, auditoror member of a Committee of Directors shall be sufficiently given if deliveredpersonally to the person to whom it is to be given or, if delivered, to hisrecorded address by any means of prepaid transmitted or recorded communication.A notice so delivered shall be deemed to have been given when it is deliveredpersonally or to the recorded address as aforesaid; a notice so mailed shall bedeemed to have been received by him at the time it would be delivered in theordinary course of mails; and a notice so sent by any means of transmitted orrecorded communication shall be deemed to have been given when dispatched ordelivered to the appropriate communication corporation or agency or itsrepresentative for dispatch. Subject to the Act, a notice of meeting ofShareholders shall be deemed to have been sent to the Shareholder on the day onwhich it is deposited in the mail. The Secretary may change or cause to bechanged the recorded address of any Shareholder, Director, Officer, auditor ormember of a Committee of Directors in accordance with any information believedby him to be reliable.

 

**12.2****       ****Notice toJoint Shareholder**

 

If two or more persons areregistered as joint holders of any share, any notice shall be addressed to allof such joint holders but notice given to any one or more of such persons atthe recorded address for such joint shareholders shall be sufficient notice toall of them.

 

**12.3****       ****Computationof Time**

 

In computing the date whennotice must be given under any provision requiring a specified number of daysnotice of any meeting or other event, the date of giving the notice shall beexcluded and the date of the meeting or other event in respect of which thenotice is being given shall be included.

 

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**12.4****       ****UndeliveredNotices**

 

If any notice given to aShareholder pursuant to Section 12.1 is returned on three consecutiveoccasions because he cannot be found or served or is unknown at his recordedaddress, the Corporation shall not be required to give any further notices tosuch Shareholder until he informs the Corporation in writing of his newrecorded address.

 

**12.5****       ****Proof ofService**

 

A certificate of theSecretary or other duly authorized Officer of the Corporation in office at thetime of the making of the certificate, or of any agent of the Corporation as tothe facts in relation to the mailing or delivery or sending of any notice toany Shareholder, Director, the auditors, or conclusive evidence thereof andshall be binding on every Shareholder, Director, the auditors or any Officer ofthe Corporation, as the case may be.

 

**12.6****       ****Omissionsand Errors**

 

The accidental omission togive any notice to any Shareholder, Director, Officer, auditor or member of aCommittee of Directors or the non-receipt of any notice by any such person orany error in any notice not affecting the substance thereof shall notinvalidate any action taken at any meeting held pursuant to such notice orotherwise founded thereon.

 

**12.7****       ****PersonsEntitled by Death or Operation of Law**

 

Every person who byoperation of law, transfer, death of a Shareholder or any other meanswhatsoever, shall become entitled to any share, shall be bound by every noticein respect of such share which shall have been duly given to the Shareholderfrom whom he derives his title prior to such person’s name and address beingentered on the securities register (whether such notice was given before orafter the happening of the event upon which he became so entitled) and prior tohis furnishing to the Corporation the proof of authority or evidence of hisentitlement prescribed by the Act.

 

**12.8****       ****Waiver ofNotice**

 

Any Shareholder (or his dulyappointed proxyholder), Director, Officer, auditor or member of a Committee ofDirectors may at any time waive the sending of any notice, or waive or abridgethe time for any notice, required to be given to him under any provision of theAct, the regulations thereunder, the Articles, the By-Laws or otherwise andsuch waiver or abridgement shall cure any default in the giving or the time ofsuch notice, as the case may be. Any such waiver or abridgement shall be inwriting except a waiver of notice of a meeting of Shareholders or of the Boardwhich may be given in any manner.

 

ENACTED by the Board as of the 25th day of March, 2008.

 

 
|                                       |   |
|--------------------------------------------|--------|
| James E. Catlin,                      |   |
| *Chairman of the Directors of the Meeting* |   |

 

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