##### 



EXHIBIT
3.2
 SCHEDULE B
 Incorporation
number: BC0663117
 INTERNATIONAL ABSORBENTS INC.
(the Company)
 ARTICLES
 1.
    
    Interpretation
    
    
    12.
    
    Shares and Share Certificates
    
    
    23.
    
    Issue of Shares
    
    
    34.
    
    Share Registers
    
    
    45.
    
    Share Transfers
    
    
    46.
    
    Transmission of Shares
    
    
    67.
    
    Purchase of Shares
    
    
    68.
    
    Borrowing Powers
    
    
    69.
    
    Alterations
    
    
    710.
    
    Meetings of Shareholders
    
    
    811.
    
    Proceedings at Meetings of Shareholders
    
    
    912.
    
    Votes of Shareholders
    
    
    1313.
    
    Directors
    
    
    1614.
    
    Election and Removal of Directors
    
    
    1715.
    
    Alternate Directors
    
    
    2016.
    
    Powers and Duties of Directors
    
    
    2117.
    
    Disclosure of Interest of Directors
    
    
    2218.
    
    Proceedings of Directors
    
    
    2319.
    
    Executive and Other Committees
    
    
    2520.
    
    Officers
    
    
    2621.
    
    Indemnification
    
    
    2722.
    
    Dividends and Reserves
    
    
    2823.
    
    Financial Records and Audits
    
    
    3024.
    
    Notices
    
    
    3025.
    
    Seal
    
    
    3126.
    
    Prohibitions
    
    
    32
 1. Interpretation
 1.1 Definitions
  (1)
    
    board of directors, directors and board mean the directors or sole director of the
Company for the time being;(2)
    
    Business Corporations Act means the Business Corporations Act(British Columbia) as amended
from time to time and includes all regulations as amended from time to time made pursuant to
that Act;(3)
    
    legal personal representative means the personal or other legal representative of the
shareholder;




---



##### 



- 2 - 
 (4)
    
    registered address of a shareholder means the shareholders address as recorded in the
central securities register;(5)
    
    seal means the seal of the Company, if any.
 1.2 Business Corporations Act and Interpretation Act Definitions Applicable
 Business Corporations Act Interpretation Act Business Corporations Act Interpretation Act Business
Corporations Act Business Corporations Act Business Corporations Act
 2. Shares and Share Certificates
 2.1 Authorized Share Structure
  2.2 Form of Share Certificate
 Business Corporations Act
 2.3 Shareholder Entitled to Certificate or Acknowledgment
  2.4 Delivery by Mail
  2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement
  (1)
    
    order the share certificate or acknowledgment, as the case may be, to be cancelled; and




---



##### 



- 3 - 
 (2)
    
    issue a replacement share certificate or acknowledgment, as the case may be.
 2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment
  (1)
    
    proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or
destroyed; and(2)
    
    any indemnity the directors consider adequate.
 2.7 Splitting Share Certificates
  2.8 Certificate Fee
 Business Corporations Act
 2.9 Recognition of Trusts
  3. Issue of Shares
 3.1 Directors Authorized
 Business Corporations Act
 3.2 Commissions and Discounts




---



##### 



- 4 -  3.3 Brokerage
  3.4 Conditions of Issue
 Business Corporations Act
 (1)
    
    consideration is provided to the Company for the issue of the share by one or more of the
following:
 (a)
    
    past services performed for the Company;(b)
    
    property;(c)
    
    money; and
 (2)
    
    the value of the consideration received by the Company equals or exceeds the issue price set
for the share under Article 3.1.
 3.5 Share Purchase Warrants and Rights
 Business Corporations Act
 4. Share Registers
 4.1 Central Securities Register
 Business Corporations Act Business
Corporations Act
 4.2 Closing Register
  5. Share Transfers
 5.1 Registering Transfers




---



##### 



- 5 - (1)
    
    a duly signed instrument of transfer in respect of the share has been received by the Company;(2)
    
    if a share certificate has been issued by the Company in respect of the share to be
transferred, that share certificate has been surrendered to the Company; and(3)
    
    if a non-transferable written acknowledgment of the shareholders right to obtain a share
certificate has been issued by the Company in respect of the share to be transferred, that
acknowledgment has been surrendered to the Company.
 5.2 Form of Instrument of Transfer
  5.3
Transferor Remains Shareholder
 Business Corporations Act
 5.4 Signing of Instrument of Transfer
  (1)
    
    in the name of the person named as transferee in that instrument of transfer; or(2)
    
    if no person is named as transferee in that instrument of transfer, in the name of the person
on whose behalf the instrument is deposited for the purpose of having the transfer registered.
 5.5 Enquiry as to Title Not Required
  5.6 Transfer Fee




---



##### 



- 6 - 6. Transmission of Shares
 6.1 Legal Personal Representative Recognized on Death
  6.2 Rights of Legal Personal Representative
 Business Corporations Act
 7. Purchase of Shares
 7.1 Company Authorized to Purchase Shares
 Business Corporations Act
 7.2 Purchase When Insolvent
  (1)
    
    the Company is insolvent; or(2)
    
    making the payment or providing the consideration would render the Company insolvent.
 7.3 Sale and Voting of Purchased Shares
  (1)
    
    is not entitled to vote the share at a meeting of its shareholders;(2)
    
    must not pay a dividend in respect of the share; and(3)
    
    must not make any other distribution in respect of the share.
 8. Borrowing Powers
  (1)
    
    borrow money in the manner and amount, on the security, from the sources and on the terms and
conditions that they consider appropriate;




---



##### 



- 7 - 
 (2)
    
    issue bonds, debentures and other debt obligations either outright or as security for any
liability or obligation of the Company or any other person and at such discounts or premiums
and on such other terms as they consider appropriate;(3)
    
    guarantee the repayment of money by any other person or the performance of any obligation of
any other person; and(4)
    
    mortgage, charge, whether by way of specific or floating charge, grant a security interest
in, or give other security on, the whole or any part of the present and future assets and
undertaking of the Company.
 9. Alterations
 9.1 Alteration of Authorized Share Structure
 Business Corporations Act
 (1)
    
    create one or more classes or series of shares or, if none of the shares of a class or
series of shares are allotted or issued, eliminate that class or series of shares;(2)
    
    increase, reduce or eliminate the maximum number of shares that the Company is authorized to
issue out of any class or series of shares or establish a maximum number of shares that the
Company is authorized to issue out of any class or series of shares for which no maximum is
established;(3)
    
    subdivide or consolidate all or any of its unissued, or fully paid issued, shares;(4)
    
    if the Company is authorized to issue shares of a class of shares with par value:
 (a)
    
    decrease the par value of those shares; or(b)
    
    if none of the shares of that class of shares are allotted or issued, increase the
par value of those shares;
 (5)
    
    change all or any of its unissued, or fully paid issued, shares with par value into shares
without par value or any of its unissued shares without par value into shares with par value;(6)
    
    alter the identifying name of any of its shares; or(7)
    
    otherwise alter its shares or authorized share structure when required or permitted to do so
by the Business Corporations Act.
 9.2 Special Rights and Restrictions
 Business Corporations Act
 (1)
    
    create special rights or restrictions for, and attach those special rights or restrictions
to, the shares of any class or series of shares, whether or not any or all of those shares
have been issued; or(2)
    
    vary or delete any special rights or restrictions attached to the shares of any class or
series of shares, whether or not any or all of those shares have been issued.




---



##### 



- 8 - 
 9.3 Change of Name
  9.4 Other Alterations
 Business Corporations Act
 10. Meetings of Shareholders
 10.1 Annual General Meetings
 Business
Corporations Act
 10.2 Resolution Instead of Annual General Meeting
 Business Corporations Act
 10.3 Calling of Meetings of Shareholders
  10.4 Notice for Meetings of Shareholders
  (1)
    
    if and for so long as the Company is a public company, 21 days;(2)
    
    otherwise, 10 days.
 10.5 Record Date for Notice
 Business Corporations Act
 (1)
    
    if and for so long as the Company is a public company, 21 days;




---



##### 



- 9 - 
 (2)
    
    otherwise, 10 days.
  10.6 Record Date for Voting
 Business Corporations Act
 10.7 Failure to Give Notice and Waiver of Notice
  10.8 Notice of Special Business at Meetings of Shareholders
  (1)
    
    state the general nature of the special business; and(2)
    
    if the special business includes considering, approving, ratifying, adopting or authorizing
any document or the signing of or giving of effect to any document, have attached to it a copy
of the document or state that a copy of the document will be available for inspection by
shareholders:
 (a)
    
    at the Companys records office, or at such other reasonably accessible location in
British Columbia as is specified in the notice; and(b)
    
    during statutory business hours on any one or more specified days before the day
set for the holding of the meeting.
 11. Proceedings at Meetings of Shareholders
 11.1 Special Business
  (1)
    
    at a meeting of shareholders that is not an annual general meeting, all business is special
business except business relating to the conduct of or voting at the meeting;(2)
    
    at an annual general meeting, all business is special business except for the following:
 (a)
    
    business relating to the conduct of or voting at the meeting;(b)
    
    consideration of any financial statements of the Company presented to the meeting;




---



##### 



- 10 - 
 (c)
    
    consideration of any reports of the directors or auditor;(d)
    
    the setting or changing of the number of directors;(e)
    
    the election or appointment of directors;(f)
    
    the appointment of an auditor;(g)
    
    business arising out of a report of the directors not requiring the passing of a
special resolution or an exceptional resolution;(h)
    
    any other business which, under these Articles or the Business Corporations Act,
may be transacted at a meeting of shareholders without prior notice of the business being
given to the shareholders.
 11.2 Special Majority
  11.3 Quorum
  11.4 One Shareholder May Constitute Quorum
  (1)
    
    the quorum is one person who is, or who represents by proxy, that shareholder, and(2)
    
    that shareholder, present in person or by proxy, may constitute the meeting.
 11.5 Other Persons May Attend
  11.6 Requirement of Quorum
  11.7 Lack of Quorum




---



##### 



- 11 - (1)
    
    in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and(2)
    
    in the case of any other meeting of shareholders, the meeting stands adjourned to the same
day in the next week at the same time and place.
 11.8 Lack of Quorum at Succeeding Meeting
  11.9 Chair
  (1)
    
    the chair of the board, if any; or(2)
    
    if the chair of the board is absent or unwilling to act as chair of the meeting, the
president, if any.
 11.10 Selection of Alternate Chair
  11.11 Adjournments
  11.12 Notice of Adjourned Meeting
  11.13 Decisions by Show of Hands or Poll
 Business Corporations Act




---



##### 



- 12 - 11.14 Declaration of Result
  11.15 Motion Need Not be Seconded
  11.16 Casting Vote
  11.17 Manner of Taking Poll
  (1)
    
    the poll must be taken:
 (a)
    
    at the meeting, or within seven days after the date of the meeting, as the chair of
the meeting directs; and(b)
    
    in the manner, at the time and at the place that the chair of the meeting directs;
 (2)
    
    the result of the poll is deemed to be the decision of the meeting at which the poll is
demanded; and(3)
    
    the demand for the poll may be withdrawn by the person who demanded it.
 11.18 Demand for Poll on Adjournment
  11.19 Chair Must Resolve Dispute
  11.20 Casting of Votes
  11.21 Demand for Poll




---



##### 



- 13 - 11.22 Demand for Poll Not to Prevent Continuance of Meeting
  11.23 Retention of Ballots and Proxies
  12. Votes of Shareholders
 12.1 Number of Votes by Shareholder or by Shares
  (1)
    
    on a vote by show of hands, every person present who is a shareholder or proxy holder and
entitled to vote on the matter has one vote; and(2)
    
    on a poll, every shareholder entitled to vote on the matter has one vote in respect of each
share entitled to be voted on the matter and held by that shareholder and may exercise that
vote either in person or by proxy.
 12.2 Votes of Persons in Representative Capacity
  12.3 Votes by Joint Holders
  (1)
    
    any one of the joint shareholders may vote at any meeting, either personally or by proxy, in
respect of the share as if that joint shareholder were solely entitled to it; or(2)
    
    if more than one of the joint shareholders is present at any meeting, personally or by proxy,
and more than one of them votes in respect of that share, then only the vote of the joint
shareholder present whose name stands first on the central securities register in respect of
the share will be counted.
 12.4 Legal Personal Representatives as Joint Shareholders




---



##### 



- 14 - 12.5 Representative of a Corporate Shareholder
  (1)
    
    for that purpose, the instrument appointing a representative must:
 (a)
    
    be received at the registered office of the Company or at any other place
specified, in the notice calling the meeting, for the receipt of proxies, at least the
number of business days specified in the notice for the receipt of proxies, or if no
number of days is specified, two business days before the day set for the holding of the
meeting; or(b)
    
    be provided, at the meeting, to the chair of the meeting or to a person designated
by the chair of the meeting;
 (2)
    
    if a representative is appointed under this Article 12.5:
 (a)
    
    the representative is entitled to exercise in respect of and at that meeting the
same rights on behalf of the corporation that the representative represents as that
corporation could exercise if it were a shareholder who is an individual, including,
without limitation, the right to appoint a proxy holder; and(b)
    
    the representative, if present at the meeting, is to be counted for the purpose of
forming a quorum and is deemed to be a shareholder present in person at the meeting.
  12.6 Proxy Provisions Do Not Apply to All Companies
  12.7 Appointment of Proxy Holders
  12.8 Alternate Proxy Holders




---



##### 



- 15 - 12.9 Deposit of Proxy
  (1)
    
    be received at the registered office of the Company or at any other place specified, in the
notice calling the meeting, for the receipt of proxies, at least the number of business days
specified in the notice, or if no number of days is specified, two business days before the
day set for the holding of the meeting; or(2)
    
    unless the notice provides otherwise, be provided, at the meeting, to the chair of the
meeting or to a person designated by the chair of the meeting.
  12.10 Validity of Proxy Vote
  (1)
    
    at the registered office of the Company, at any time up to and including the last business
day before the day set for the holding of the meeting at which the proxy is to be used; or(2)
    
    by the chair of the meeting, before the vote is taken.
 12.11 Form of Proxy
  [name of company]
 [name] [name] [month, day, year]
 
 Signed [month, day, year][Signature of shareholder][Name of shareholderprinted]
 12.12 Revocation of Proxy




---



##### 



- 16 - (1)
    
    received at the registered office of the Company at any time up to and including the last
business day before the day set for the holding of the meeting at which the proxy is to be
used; or(2)
    
    provided, at the meeting, to the chair of the meeting.
 12.13 Revocation of Proxy Must Be Signed
  (1)
    
    if the shareholder for whom the proxy holder is appointed is an individual, the instrument
must be signed by the shareholder or his or her legal personal representative or trustee in
bankruptcy;(2)
    
    if the shareholder for whom the proxy holder is appointed is a corporation, the instrument
must be signed by the corporation or by a representative appointed for the corporation under
Article 12.5.
 12.14 Production of Evidence of Authority to Vote
  13. Directors
 13.1 First Directors; Number of Directors
  (1)
    
    subject to paragraphs (2) and (3), the number of directors that is equal to the number of the
Companys first directors;(2)
    
    if the Company is a public company, the greater of three and the most recently set of:
 (a)
    
    the number of directors set by ordinary resolution (whether or not previous notice
of the resolution was given); and(b)
    
    the number of directors set under Article 14.4;
 (3)
    
    if the Company is not a public company, the most recently set of:
 (a)
    
    the number of directors set by ordinary resolution (whether or not previous notice
of the resolution was given); and(b)
    
    the number of directors set under Article 14.4.
 13.2 Change in Number of Directors
  (1)
    
    the shareholders may elect or appoint the directors needed to fill any vacancies in the board
of directors up to that number;
 (2)
    
    if the shareholders do not elect or appoint the directors needed to fill any vacancies in the
board of directors up to that number contemporaneously with the setting of that number, then
the directors may appoint, or the shareholders may elect or appoint, directors to fill those
vacancies.




---



##### 



- 17 - 
 13.3 Directors Acts Valid Despite Vacancy
  13.4 Qualifications of Directors
 Business Corporations Act
 13.5 Remuneration of Directors
  13.6 Reimbursement of Expenses of Directors
  13.7 Special Remuneration for Directors
  13.8 Gratuity, Pension or Allowance on Retirement of Director
  14. Election and Removal of Directors
 14.1 Election at Annual General Meeting
 (1)
    
    Unless otherwise determined by special resolution, the Board shall be divided into two
classes of Directors, to be respectively designated as Class I and Class II(2)
    
    Unless otherwise determined by special resolution, the terms of office of the Directors
initially classified shall be as follows:that of Class I shall expire at the general meeting to be held in 2006,
that of class II shall expire at the general meeting to be held in 2007.




---



##### 



- 18 - 
 (3)
    
    At each general meeting after such initial classification, Directors to replace those whose
terms expire at such general meeting shall be elected to hold office until the second
succeeding general meeting. Notwithstanding the foregoing, every Director shall hold office
until his successor shall be elected. Any Director whose office has expired shall be eligible
for re-election.
 14.2 Consent to be a Director
  (1)
    
    that individual consents to be a director in the manner provided for in the Business
Corporations Act;(2)
    
    that individual is elected or appointed at a meeting at which the individual is present and
the individual does not refuse, at the meeting, to be a director; or(3)
    
    with respect to first directors, the designation is otherwise valid under the Business
Corporations Act.
 14.3 Failure to Elect or Appoint Directors
  (1)
    
    the Company fails to hold an annual general meeting, and all the shareholders who are
entitled to vote at an annual general meeting fail to pass the unanimous resolution
contemplated by Article 10.2, on or before the date by which the annual general meeting is
required to be held under the Business Corporations Act; or(2)
    
    the shareholders fail, at the annual general meeting or in the unanimous resolution
contemplated by Article 10.2, to elect or appoint any directors;
  (3)
    
    the date on which his or her successor is elected or appointed; and(4)
    
    the date on which he or she otherwise ceases to hold office under the Business Corporations
Actor these Articles.
 14.4 Places of Retiring Directors Not Filled
  14.5 Directors May Fill Casual Vacancies




---



##### 



- 19 - 14.6 Remaining Directors Power to Act
 Business Corporations Act
 14.7 Shareholders May Fill Vacancies
  14.8
Additional Directors
  (1)
    
    one-third of the number of first directors, if, at the time of the appointments, one or
more of the first directors have not yet completed their first term of office; or(2)
    
    in any other case, one-third of the number of the current directors who were elected or
appointed as directors other than under this Article 14.8.
  14.9 Ceasing to be a Director
  (1)
    
    the term of office of the director expires;(2)
    
    the director dies;(3)
    
    the director resigns as a director by notice in writing provided to the Company or a lawyer
for the Company; or(4)
    
    the director is removed from office pursuant to Articles 14.10 or 14.11.
 14.10 Removal of Director by Shareholders




---



##### 



- 20 - 14.11 Removal of Director by Directors
  15. Alternate Directors
 15.1 Appointment of Alternate Director
  15.2 Notice of Meetings
  15.3 Alternate for More Than One Director Attending Meetings
  (1)
    
    will be counted in determining the quorum for a meeting of directors once for each of his
or her appointors and, in the case of an appointee who is also a director, once more in that
capacity;(2)
    
    has a separate vote at a meeting of directors for each of his or her appointors and, in the
case of an appointee who is also a director, an additional vote in that capacity;(3)
    
    will be counted in determining the quorum for a meeting of a committee of directors once for
each of his or her appointors who is a member of that committee and, in the case of an
appointee who is also a member of that committee as a director, once more in that capacity;(4)
    
    has a separate vote at a meeting of a committee of directors for each of his or her
appointors who is a member of that committee and, in the case of an appointee who is also a
member of that committee as a director, an additional vote in that capacity.
 15.4 Consent Resolutions
  15.5 Alternate Director Not an Agent




---



##### 



- 21 - 15.6 Revocation of Appointment of Alternate Director
  15.7 Ceasing to be an Alternate Director
  (1)
    
    his or her appointor ceases to be a director and is not promptly re-elected or
re-appointed;(2)
    
    the alternate director dies;(3)
    
    the alternate director resigns as an alternate director by notice in writing provided to the
Company or a lawyer for the Company;(4)
    
    the alternate director ceases to be qualified to act as a director; or(5)
    
    his or her appointor revokes the appointment of the alternate director.
 15.8 Remuneration and Expenses of Alternate Director
  16. Powers and Duties of Directors
 16.1 Powers of Management
 Business Corporations Act Business Corporations Act
 16.2
Appointment of Attorney of Company




---



##### 



- 22 - 17. Disclosure of Interest of Directors
 17.1 Obligation to Account for Profits
 Business
Corporations Act Business Corporations Act
 17.2 Restrictions on Voting by Reason of Interest
  17.3 Interested Director Counted in Quorum
  17.4 Disclosure of Conflict of Interest or Property
 Business Corporations Act
 17.5 Director Holding Other Office in the Company
  17.6 No Disqualification
  17.7 Professional Services by Director or Officer
 Business Corporations Act




---



##### 



- 23 - 17.8 Director or Officer in Other Corporations
 Business Corporations Act
 18. Proceedings of Directors
 18.1 Meetings of Directors
  18.2 Voting at Meetings
  18.3 Chair of Meetings
  (1)
    
    the chair of the board, if any;(2)
    
    in the absence of the chair of the board, the president, if any, if the president is a
director; or(3)
    
    any other director chosen by the directors if:
 (a)
    
    neither the chair of the board nor the president, if a director, is present at the
meeting within 15 minutes after the time set for holding the meeting;(b)
    
    neither the chair of the board nor the president, if a director, is willing to
chair the meeting; or(c)
    
    the chair of the board and the president, if a director, have advised the
secretary, if any, or any other director, that they will not be present at the meeting.
 18.4 Meetings by Telephone or Other Communications Medium
 Business Corporations Act .




---



##### 



- 24 - 18.5 Calling of Meetings
  18.6 Notice of Meetings
  18.7 When Notice Not Required
  (1)
    
    the meeting is to be held immediately following a meeting of shareholders at which that
director was elected or appointed, or is the meeting of the directors at which that director
is appointed; or(2)
    
    the director or alternate director, as the case may be, has waived notice of the meeting.
 18.8 Meeting Valid Despite Failure to Give Notice
  18.9 Waiver of Notice of Meetings
  18.10 Quorum
  18.11 Validity of Acts Where Appointment Defective
 Business Corporations Act
 18.12 Consent Resolutions in Writing
  (1)
    
    in all cases, if each of the directors entitled to vote on the resolution consents to it in
writing; or




---



##### 



- 25 - 
 (2)
    
    in the case of a resolution to approve a contract or transaction in respect of which a
director has disclosed that he or she has or may have a disclosable interest, if each of the
other directors who are entitled to vote on the resolution consents to it in writing.
 Business Corporations Act
 19. Executive and Other Committees
 19.1 Appointment and Powers of Executive Committee
  (1)
    
    the power to fill vacancies in the board of directors;(2)
    
    the power to remove a director;(3)
    
    the power to change the membership of, or fill vacancies in, any committee of the directors;
and(4)
    
    such other powers, if any, as may be set out in the resolution or any subsequent directors
resolution.
 19.2 Appointment and Powers of Other Committees
  (1)
    
    appoint one or more committees (other than the executive committee) consisting of the
director or directors that they consider appropriate;(2)
    
    delegate to a committee appointed under paragraph (1) any of the directors powers, except:
 (a)
    
    the power to fill vacancies in the board of directors;(b)
    
    the power to remove a director;(c)
    
    the power to change the membership of, or fill vacancies in, any committee of the
directors; and(d)
    
    the power to appoint or remove officers appointed by the directors; and
 (3)
    
    make any delegation referred to in paragraph (2) subject to the conditions set out in the
resolution or any subsequent directors resolution.




---



##### 



- 26 - 
 19.3 Obligations of Committees
  (1)
    
    conform to any rules that may from time to time be imposed on it by the directors; and(2)
    
    report every act or thing done in exercise of those powers at such times as the directors may
require.
 19.4 Powers of Board
  (1)
    
    revoke or alter the authority given to the committee, or override a decision made by the
committee, except as to acts done before such revocation, alteration or overriding;(2)
    
    terminate the appointment of, or change the membership of, the committee; and(3)
    
    fill vacancies in the committee.
 19.5 Committee Meetings
  (1)
    
    the committee may meet and adjourn as it thinks proper;(2)
    
    the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or
if at a meeting the chair of the meeting is not present within 15 minutes after the time set
for holding the meeting, the directors present who are members of the committee may choose one
of their number to chair the meeting;(3)
    
    a majority of the members of the committee constitutes a quorum of the committee; and(4)
    
    questions arising at any meeting of the committee are determined by a majority of votes of
the members present, and in case of an equality of votes, the chair of the meeting does not
have a second or casting vote.
 20. Officers
 20.1 Directors May Appoint Officers
  20.2 Functions, Duties and Powers of Officers
  (1)
    
    determine the functions and duties of the officer;(2)
    
    entrust to and confer on the officer any of the powers exercisable by the directors on such
terms and conditions and with such restrictions as the directors think fit; and




---



##### 



- 27 - 
 (3)
    
    revoke, withdraw, alter or vary all or any of the functions, duties and powers of the
officer.
 20.3 Qualifications
 Business
Corporations Act
 20.4 Remuneration and Terms of Appointment
  21. Indemnification
 21.1 Definitions
  (1)
    
    eligible penalty means a judgment, penalty or fine awarded or imposed in, or an amount paid
in settlement of, an eligible proceeding;(2)
    
    eligible proceeding means a legal proceeding or investigative action, whether current,
threatened, pending or completed, in which a director, former director or alternate director
of the Company (an eligible party) or any of the heirs and legal personal representatives of
the eligible party, by reason of the eligible party being or having been a director or
alternate director of the Company:
 (a)
    
    is or may be joined as a party; or(b)
    
    is or may be liable for or in respect of a judgment, penalty or fine in, or
expenses related to, the proceeding;
 (3)
    
    expenses has the meaning set out in the Business Corporations Act.
 21.2 Mandatory Indemnification of Directors and Former Directors
 Business Corporations Act
 21.3 Indemnification of Other Persons
 Business Corporations Act




---



##### 



- 28 - 21.4 Non-Compliance with Business Corporations Act
 Business Corporations Act
 21.5 Company May Purchase Insurance
  (1)
    
    is or was a director, alternate director, officer, employee or agent of the Company;(2)
    
    is or was a director, alternate director, officer, employee or agent of a corporation at a
time when the corporation is or was an affiliate of the Company;(3)
    
    at the request of the Company, is or was a director, alternate director, officer, employee or
agent of a corporation or of a partnership, trust, joint venture or other unincorporated
entity;(4)
    
    at the request of the Company, holds or held a position equivalent to that of a director,
alternate director or officer of a partnership, trust, joint venture or other unincorporated
entity;
  22. Dividends
 22.1 Payment of Dividends Subject to Special Rights
  22.2 Declaration of Dividends
 Business Corporations Act
 22.3 No Notice Required
  22.4 Record Date
  22.5 Manner of Paying Dividend




---



##### 



- 29 - 22.6 Settlement of Difficulties
  (1)
    
    set the value for distribution of specific assets;(2)
    
    determine that cash payments in substitution for all or any part of the specific assets to
which any shareholders are entitled may be made to any shareholders on the basis of the value
so fixed in order to adjust the rights of all parties; and(3)
    
    vest any such specific assets in trustees for the persons entitled to the dividend.
 22.7 When Dividend Payable
  22.8 Dividends to be Paid in Accordance with Number of Shares
  22.9 Receipt by Joint Shareholders
  22.10 Dividend Bears No Interest
  22.11 Fractional Dividends
  22.12 Payment of Dividends
  22.13 Capitalization of Surplus




---



##### 



- 30 - 23. Financial Records and Audits
 23.1 Recording of Financial Affairs
 Business Corporations Act
 23.2 Inspection of Accounting Records
  23.3 Remuneration of Auditor
  24. Notices
 24.1 Method of Giving Notice
 Business Corporations Act Business Corporations Act
 (1)
    
    mail addressed to the person at the applicable address for that person as follows:
 (a)
    
    for a record mailed to a shareholder, the shareholders registered address;(b)
    
    for a record mailed to a director or officer, the prescribed address for mailing
shown for the director or officer in the records kept by the Company or the mailing
address provided by the recipient for the sending of that record or records of that
class;(c)
    
    in any other case, the mailing address of the intended recipient;
 (2)
    
    delivery at the applicable address for that person as follows, addressed to the person:
 (a)
    
    for a record delivered to a shareholder, the shareholders registered address;(b)
    
    for a record delivered to a director or officer, the prescribed address for
delivery shown for the director or officer in the records kept by the Company or the
delivery address provided by the recipient for the sending of that record or records of
that class;(c)
    
    in any other case, the delivery address of the intended recipient;
 (3)
    
    sending the record by fax to the fax number provided by the intended recipient for the
sending of that record or records of that class;(4)
    
    sending the record by email to the email address provided by the intended recipient for the
sending of that record or records of that class;(5)
    
    physical delivery to the intended recipient.




---



##### 



- 31 - 
 24.2 Deemed Receipt of Mailing
  24.3 Certificate of Sending
  24.4 Notice to Joint Shareholders
  24.5 Notice to Trustees
  (1)
    
    mailing the record, addressed to them:
 (a)
    
    by name, by the title of the legal personal representative of the deceased or
incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any
similar description; and(b)
    
    at the address, if any, supplied to the Company for that purpose by the persons
claiming to be so entitled; or
 (2)
    
    if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving
the notice in a manner in which it might have been given if the death, bankruptcy or
incapacity had not occurred.
 25. Seal
 25.1 Who May Attest Seal
  (1)
    
    any two directors;(2)
    
    any officer, together with any director;(3)
    
    if the Company only has one director, that director; or(4)
    
    any one or more directors or officers or persons as may be determined by the directors.




---



##### 



- 32 - 
 25.2 Sealing Copies
  25.3 Mechanical Reproduction of Seal
 Business
Corporations Act
 26. Prohibitions
 26.1 Definitions
  (1)
    
    designated security means:
 (a)
    
    a voting security of the Company;(b)
    
    a security of the Company that is not a debt security and that carries a residual
right to participate in the earnings of the Company or, on the liquidation or winding up
of the Company, in its assets; or(c)
    
    a security of the Company convertible, directly or indirectly, into a security
described in paragraph (a) or (b);
 (2)
    
    security has the meaning assigned in the Securities Act(British Columbia);(3)
    
    voting security means a security of the Company that:
 (a)
    
    is not a debt security, and(b)
    
    carries a voting right either under all circumstances or under some circumstances
that have occurred and are continuing.
 26.2 Application




---



##### 



- 33 - 26.3 Consent Required for Transfer of Shares or Designated Securities