##### 



Exhibit 3(b)

POTASH CORPORATION OF SASKATCHEWAN
INC.

GENERAL BY-LAW

A BY-LAW RELATING GENERALLY TO THE CONDUCT OF
THE

BUSINESS AND AFFAIRS OF POTASH CORPORATION OF
SASKATCHEWAN INC.




---



##### 



TABLE OF CONTENTS

|                                                                          |  |      |   | 
|------------------------------------------------------------------------- |  | ---- | - | 
|                                                                          |  | Page
|                                                                          |  |     
|Section 1  General                                                        |  |      | 4 | 
|(1) Definitions                                                           |  |      | 4 | 
|(2) Interpretation                                                        |  |      | 4 | 
|(3) Subordination                                                         |  |      | 4 | 
|                                                                         
|Section 2  General
    Matters                                            |  |      | 4 | 
|(1) Corporate Seal                                                        |  |      | 4 | 
|(2) Fiscal Year                                                           |  |      | 5 | 
|(3) Registered Office                                                     |  |      | 5 | 
|                                                                         
|Section 3  Execution of
    Contracts                                     |  |      | 5 | 
|(1) Execution of Documents                                                |  |      | 5 | 
|(2) Execution of Documents in Ordinary Course                             |  |      | 5 | 
|                                                                         
|Section 4  Borrowing
    Power                                            |  |      | 5 | 
|                                                                         
|Section 5  Shares and
    Transfers                                       |  |      | 6 | 
|(1) Certificates                                                          |  |      | 6 | 
|(2) Transfers                                                             |  |      | 6 | 
|(3) Defaced, Lost or Destroyed Certificates                               |  |      | 6 | 
|(4) Dividend Disbursing Agents                                            |  |      | 6 | 
|                                                                         
|Section 6  Shareholders
    Meetings                                     |  |      | 6 | 
|(1) Waiver of Notice                                                      |  |      | 6 | 
|(2) Quorum                                                                |  |      | 6 | 
|(3) Scrutineers                                                           |  |      | 6 | 
|(4) Votes to Govern                                                       |  |      | 6 | 
|(5) Voting                                                                |  |      | 7 | 
|(6) Proxy                                                                 |  |      | 7 | 
|(7) Presiding Officers                                                    |  |      | 7 | 
|(8) Persons Entitled to be Present                                        |  |      | 7 | 
|(9) Meeting by Telephonic, Electronic or
    Other Communication Facility |  |      | 7 | 
|                                                                         
|Section 7  Directors                                                      |  |      | 7 | 
|(1) Number                                                                |  |      | 7 | 
|(2) Vacancies                                                             |  |      | 8 | 
|(3) Election, Appointment                                                 |  |      | 8 | 
|(4) Access to Information                                                 |  |      | 8 | 
|                                                                         
|Section 8  Meetings of the
    Directors                                  |  |      | 8 | 
|(1) Place and Convening of Meetings                                       |  |      | 8 | 
|(2) Notice                                                                |  |      | 8 | 
|(3) Waiver                                                                |  |      | 9 | 
|(4) Adjournment                                                           |  |      | 9 | 
|(5) Quorum                                                                |  |      | 9 | 
|(6) Voting                                                                |  |      | 9 | 
|(7) Presiding Officers                                                    |  |      | 9 | 
|(8) Chair of the Board                                                    |  |      | 9 | 



---



##### 



|                                                                           |  |      |    | 
|-------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                           |  | Page
|                                                                           |  |     
|                                                                          
|Section 9  Officers                                                        |  |      | 9  | 
|(1) Appointment of Officers                                                |  |      | 9  | 
|(2) Chief Executive Officer                                                |  |      | 10 | 
|(3) President                                                              |  |      | 10 | 
|(4) Vice President                                                         |  |      | 10 | 
|(5) Secretary                                                              |  |      | 10 | 
|(6) Treasurer                                                              |  |      | 10 | 
|(7) Duties of Officer may be Delegated                                     |  |      | 10 | 
|                                                                          
|Section 10  Committees                                                     |  |      | 10 | 
|                                                                          
|Section 11  Protection and
    Indemnity of Directors, Officers and Others |  |      | 11 | 
|(1) Disclosure of Interest                                                 |  |      | 11 | 
|(2) Non-Liability for Acts                                                 |  |      | 11 | 
|(3) Approval of Contracts by Shareholders                                  |  |      | 11 | 
|(4) Indemnification                                                        |  |      | 11 | 
|(5) No Limitation of Rights                                                |  |      | 11 | 
|                                                                          
|Section 12  Dividends                                                      |  |      | 12 | 
|(1) Dividends                                                              |  |      | 12 | 
|(2) Cash Dividends                                                         |  |      | 12 | 
|                                                                          
|Section 13  Voting Securities
    in Other Bodies Corporate                |  |      | 12 | 
|                                                                          
|Section 14  Notices                                                        |  |      | 12 | 
|(1) Manner of Notice                                                       |  |      | 12 | 
|(2) Notice Computation                                                     |  |      | 12 | 
|(3) Returned Notices                                                       |  |      | 13 | 
|(4) Joint Holders                                                          |  |      | 13 | 
|(5) Successor Bound                                                        |  |      | 13 | 
|(6) Deceased Holder                                                        |  |      | 13 | 
|(7) Signature                                                              |  |      | 13 | 
|(8) Certificate of Officer                                                 |  |      | 13 | 
|(9) Common Notice                                                          |  |      | 13 | 
|                                                                          
|Section 15  Coming into
    Force                                          |  |      | 13 | 
|                                                                          
|Section 16  Repeal                                                         |  |      | 14 | 



---



##### 



POTASH CORPORATION OF SASKATCHEWAN
INC.

GENERAL BY-LAW

A By-law relating to the conduct of the business
and affairs of Potash Corporation of Saskatchewan Inc.
(hereinafter called the Corporation).

IT IS HEREBY ENACTEDas a By-law of the Corporation as follows:

Section 1  General



|    |             
|--- | ------------
|(1) | Definitions.

In this By-law and all other By-laws of the
Corporation, unless specifically defined herein or the context
otherwise specifies or requires, all terms which are defined in
the Act shall have the meanings given to such terms in the Act,
and in particular:



| |     |                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Actmeans The Canada Business Corporations Act, and any
    statute that may be substituted therefor, and the regulations
    made thereunder;                                                               
|
| | (b) | Articlesmeans the articles of continuance of the Corporation from time
    to time in force and effect;                                                                                                     
|
| | (c) | By-lawsmeans all By-laws of the Corporation from time to time in force
    and effect;                                                                                                                      
|
| | (d) | the
    directors,
    Board and Board of
    Directors means the directors of the Corporation from
    time to time;                                                                                   
|
| | (e) | in
    writingand
    written includes printing, typewriting,
    lithographing and other modes of representing or reproducing
    words in visible form and shall include an electronic document;
    and
|
| | (f) | reference to any statute or statutory provision
    shall extend to any amendment thereof or substitution therefor.                                                                                           



|    |                
|--- | ---------------
|(2) | Interpretation.

In this By-law and other By-laws of the
Corporation, the following rules of interpretation shall apply:



| |     |                                                                                                                                                                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | all references to a meeting of shareholders
    shall, unless the context otherwise requires, include any
    meeting of only the holders of a particular class or series of
    shares in the Corporation that is required by the Act, by
    applicable law or by the Articles;                                                                      
|
| | (b) | words importing the singular number only shall
    include the plural and vice versa; words importing the masculine
    gender shall include the feminine and neuter genders; words
    importing persons shall include bodies corporate, corporations,
    companies, partnerships, syndicates, trusts and any number or
    aggregate of persons; and
|
| | (c) | the headings used are inserted for reference
    purposes only and are not to be considered or taken into account
    in construing the terms or provisions thereof or to be deemed in
    any way to clarify, modify or explain the effect of any such
    terms or provisions.                                                                       



|    |               
|--- | --------------
|(3) | Subordination.

This By-law is subordinate to, and should be read
in conjunction with, the Act and the Articles.

Section 2  General
Matters



|    |                
|--- | ---------------
|(1) | Corporate Seal.

The corporate seal of the Corporation shall be
such as the Board of Directors may by resolution from time to
time adopt.

4



---



##### 





|    |             
|--- | ------------
|(2) | Fiscal Year.

The fiscal year of the Corporation shall
terminate on such day in each year as the Board of Directors may
from time to time by resolution determine.



|    |                   
|--- | ------------------
|(3) | Registered Office.

The registered office of the Corporation shall be
in the province within Canada from time to time specified in the
Articles at the place therein as the board may from time to time
determine.

Section 3  Execution of
Contracts



|    |                        
|--- | -----------------------
|(1) | Execution of Documents.

Contracts, documents or instruments in writing
requiring execution by the Corporation may be signed, either
manually or by electronic means in accordance with the Act by
any two officers of the Corporation and all contracts, documents
or instruments in writing so signed shall be binding upon the
Corporation without any further authorization or formalities.
The Board of Directors is authorized to appoint from time to
time, by resolution, any officer or officers or any other person
or persons on behalf of the Corporation either to sign
contracts, documents or instruments in writing generally or to
sign specific contracts, documents or instruments in writing.

The corporate seal of the Corporation may, when
required, be affixed to contracts, documents or instruments in
writing signed as aforesaid by an officer or officers or person
or persons appointed as aforesaid by resolution of the Board of
Directors.



|    |                                           
|--- | ------------------------------------------
|(2) | Execution of Documents in Ordinary Course.

Nothing contained herein shall restrict or in any
way limit the authority of the directors, officers and employees
of the Corporation to sign contracts, documents or instruments
in writing on behalf of the Corporation in the ordinary course
of business and such contracts, documents or instruments in
writing when so signed shall without more be binding on the
Corporation.

Section 4  Borrowing
Power

The directors of the Corporation may from time to
time on behalf of the Corporation, without authorization of the
shareholders:



| |     |                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | borrow money on the credit of the Corporation;                                                                                                                                                                                                                                                                                                      
|
| | (b) | issue, reissue, sell or pledge debt obligations
    of the Corporation, including without limitation, bonds,
    debentures, notes or other evidences of indebtedness or
    guarantees of the Corporation, whether secured or unsecured;                                                                                                           
|
| | (c) | subject to the provisions of the Act, give a
    guarantee on behalf of the Corporation to secure performance of
    an obligation of any person;                                                                                                                                                                                                   
|
| | (d) | mortgage, hypothecate, pledge or otherwise create
    an interest in or charge on all or any property of the
    Corporation, owned or subsequently acquired, to secure payment
    of a debt or performance of any other obligation of the
    Corporation; and                                                                                    
|
| | (e) | delegate to one or more directors, a committee of
    directors or one or more officers of the Corporation as may be
    designated by the directors, all or any of the powers conferred
    by the foregoing clauses of this By-law to such extent and in
    such manner as the directors shall determine at the time of each
    such delegation.

5



---



##### 



Section 5  Shares and
Transfers



|    |              
|--- | -------------
|(1) | Certificates.

Any security certificates shall be in such form
as the Board of Directors may from time to time by resolution
approve or the Corporation adopt.



|    |           
|--- | ----------
|(2) | Transfers.

No transfers shall be recorded or registered
unless and until compliance has been made with any conditions of
transfer stated in the Act and the Articles and unless or until
(i) the certificate representing the security to be
transferred has been surrendered and cancelled or, (ii) if
no certificate has been issued by the Corporation in respect of
such security unless or until the procedures, if any,
established by the Board of Directors from time to time have
been complied with.



|    |                                         
|--- | ----------------------------------------
|(3) | Defaced, Lost or Destroyed Certificates.

Subject to the Act, if a security certificate is
defaced, lost or destroyed, it may be replaced on payment of
such fee, if any, and on such terms, if any, as to evidence and
indemnity as the directors think fit.



|    |                            
|--- | ---------------------------
|(4) | Dividend Disbursing Agents.

The Board may from time to time appoint a
dividend disbursing agent to disburse dividends.

Section 6  Shareholders
Meetings



|    |                  
|--- | -----------------
|(1) | Waiver of Notice.

Notice of any meeting of shareholders or any
irregularity in any such meeting or in the notice thereof may be
waived by any shareholder, the duly appointed proxy of any
shareholder and any other person entitled to attend the meeting
of shareholders, in any manner and such waiver may be validly
given either before or after the meeting to which such waiver
relates. Attendance of any shareholder, duly appointed proxy of
any shareholder or any other person entitled to attend the
meeting of shareholders is a waiver of notice of the meeting,
except where that person attends a meeting for the express
purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.



|    |        
|--- | -------
|(2) | Quorum.

A quorum for any meeting of shareholders shall be
a person or persons present and holding or representing by proxy
not less than five percent (5%) of the total number of issued
shares of the Corporation having voting rights at such meeting.
No business shall be transacted at any meeting unless the
requisite quorum shall be present at the commencement of such
meeting, provided that if a quorum is present at the
commencement of a meeting a quorum shall be deemed to be present
during the remainder of the meeting.



|    |             
|--- | ------------
|(3) | Scrutineers.

At any meeting of shareholders, the chair of the
meeting may with the consent of the meeting appoint one or more
persons, who may be shareholders, to serve as scrutineers.



|    |                 
|--- | ----------------
|(4) | Votes to Govern.

At any meeting of shareholders, unless a special
resolution or some other special majority is required by the
Act, applicable law or the Articles, all questions shall be
decided by the majority of votes cast on the question. In case
of an equality of votes, either upon a show of hands or upon a
poll, the chair of the meeting shall be entitled to second or
casting vote.

6



---



##### 





|    |        
|--- | -------
|(5) | Voting.

Subject to the Act, applicable law, the Articles
and subsection 6(9) hereof, and unless a ballot is demanded
or required, voting at a meeting of shareholders shall be by way
of a show of hands. Upon a show of hands each person present and
entitled to vote at a meeting shall have one vote and a
declaration by the chair of the meeting that any question has
been carried, carried by a particular majority or not carried
and an entry to that effect in the minutes of the meeting shall
be conclusive evidence of the fact without proof of the number
or proportion of votes recorded in favour of or against the
motion and the result of the vote so taken and declared shall be
the decision of the shareholders upon the said question.

The chair of the meeting or any shareholder or
proxy entitled to vote thereat may require or demand a ballot
upon any question, either before or after any vote by show of
hands, but such requirement or demand may be withdrawn at any
time prior to the taking of the ballot. Any ballot shall be
taken in such manner as the chair of the meeting shall direct.
On a ballot, each shareholder present in person or by proxy
shall be entitled, in respect of the shares which such
shareholder is entitled to vote at the meeting upon the
question, to the number of votes provided by the Articles and
the result of the ballot so taken shall be the decision of the
shareholders upon the said question.



|    |       
|--- | ------
|(6) | Proxy.

An instrument of proxy shall be executed by the
shareholder or the shareholders attorney authorized in
writing and shall conform with the requirements of the Act and
any requirements established by the Board or shall be otherwise
acceptable to the chair of the meeting at which the instrument
of proxy is to be used.



|    |                    
|--- | -------------------
|(7) | Presiding Officers.

The chair of any meeting of shareholders shall be
the first mentioned of such of the following persons as have
been appointed and is present at the meeting; the Chair of the
Board, the Chief Executive Officer, the President, or a Vice
President (in order of seniority). In the absence of any such
persons, the shareholders shall choose one of their number to
chair the meeting. The secretary of the meeting shall be the
Secretary of the Corporation, or if the Secretary is not
present, any Assistant Secretary of the Corporation.
Notwithstanding the above, the chair of the meeting at the
chairs sole discretion, may appoint a person, who need not
be a shareholder, to act as secretary of the meeting.



|    |                                
|--- | -------------------------------
|(8) | Persons Entitled to be Present.

The only persons entitled to be present at a
meeting of shareholders shall be those entitled to vote thereat,
the directors and auditors of the Corporation and others who,
although not entitled to vote, are entitled or required by the
Act, applicable law, the Articles or the By-laws to be present.
Any other person may be admitted only with the consent of the
chair of the meeting or with the consent of the meeting.



|    |                                                                       
|--- | ----------------------------------------------------------------------
|(9) | Meeting by Telephonic, Electronic or Other
    Communication Facility.

Meetings of shareholders may be held entirely by
means of a telephonic, electronic or other communication
facility that permits all participants participating in the
meeting to communicate with each other, and any person
participating in such a meeting is deemed to be present at the
meeting. Any vote at such a meeting may be held entirely by
means of a telephonic, electronic or other communication
facility.

Section 7  Directors



|    |        
|--- | -------
|(1) | Number.

The number of directors shall be the number fixed
by the Articles, or where the Articles specify a variable
number, the number shall not be less than the minimum and not
more than the maximum number so specified and shall be
determined from time to time within such limits by resolution of
the Board of Directors.

7



---



##### 





|    |           
|--- | ----------
|(2) | Vacancies.

Where there is a vacancy or vacancies in the
Board of Directors, the remaining directors may exercise all the
powers of the Board so long as a quorum of the Board remains in
office.



|    |                       
|--- | ----------------------
|(3) | Election, Appointment.

A director may be elected for an expressly stated
term, and if so elected ceases to hold office at the expiration
of such term. A director not elected for an expressly stated
term of office shall hold office from the date of the meeting at
which he or she is elected until the annual meeting next
following; provided that a retiring director shall retain office
until the adjournment or termination of the meeting at which his
or her successor is elected or appointed unless such meeting was
called for the purpose of removing him or her from office as a
director in which case the director so removed shall vacate
office forthwith upon the passing of the resolution for his or
her removal. Retiring directors, if qualified, are eligible for
re-election or reappointment. The directors may appoint one or
more additional directors, who shall hold office for a term
expiring not later than the close of the next annual meeting of
shareholders, but the total number of directors so appointed may
not exceed one third of the number of directors elected at the
previous annual meeting of shareholders.



|    |                       
|--- | ----------------------
|(4) | Access to Information.

Except as may be required by the Act, no
shareholder shall be entitled by virtue of being a shareholder
to discovery of any information or records respecting the
Corporation or its business except when authorized by the Board.

Section 8  Meetings of the
Directors



|    |                                 
|--- | --------------------------------
|(1) | Place and Convening of Meetings.

A meeting of the Board of Directors may be
convened by the Chair of the Board, the Chief Executive Officer,
the President or any two (2) directors at any time and the
Secretary shall, upon direction of any of the foregoing, convene
a meeting of the Board of Directors. A meeting of any committee
may be convened by the chair of the committee or any two
(2) members of the committee and the Secretary shall, upon
the direction of either of the foregoing, convene a meeting of
the said committee. Except as otherwise provided by the Act and
the By-laws the directors, either as a Board or as a committee
thereof may convene, adjourn and otherwise regulate their
meetings as they think fit.



|    |        
|--- | -------
|(2) | Notice.

Notice of the time and place of each meeting of
the Board and of any committee of the Board shall be given in
the manner provided in Section 14 hereof to each director
or member as the case may be, in the case of notice given by
personal delivery or by electronic communication as permitted by
and in accordance with the Act, not less than forty-eight
(48) hours before the time when the meeting is to be held
and in the case of notice given by mail, not less than
ninety-six (96) hours before the time when the meeting is
to be held, provided that meetings of the Board or of any
committee of the Board may be held at any time without formal
notice if all the directors are present (including present by
way of telephonic or electronic participation) or if all the
absent directors waive notice.

For the first meeting of the Board of Directors
or of any committee of the Board to be held immediately
following the election of the directors at an annual or general
meeting of the shareholders or for a meeting of the Board of
Directors or a committee thereof at which a director or member
is appointed to fill a vacancy in the Board or committee, no
notice need be given to the newly elected or appointed directors
or members in order for the meeting to be duly constituted,
provided a quorum is present.

8



---



##### 





|    |        
|--- | -------
|(3) | Waiver.

Notice of any meeting of the Board of Directors
or of any committee of the Board of Directors or any
irregularity in any meeting or in the notice thereof may be
waived by any director in any manner, and such waiver may be
validly given either before or after the meeting to which such
waiver relates.



|    |             
|--- | ------------
|(4) | Adjournment.

Any meeting of the Board of Directors or of any
committee of the Board of Directors may be adjourned from time
to time by the chair of the meeting, with the consent of the
meeting, to an announced time and place and no notice of the
time and place for the holding of the adjourned meeting need be
given to any director. Any adjourned meeting shall be duly
constituted if held in accordance with the terms of the
adjournment and if a quorum is present thereat. The directors
who formed a quorum at the original meeting are not required to
form the quorum at the adjourned meeting. If there is no quorum
present at the adjourned meeting, the original meeting shall be
deemed to have terminated forthwith after its adjournment.



|    |        
|--- | -------
|(5) | Quorum.

Subject to the Act, a quorum for any meeting of
the Board of Directors of the Corporation shall consist of a
majority of the number of directors of the Corporation or such
other number as the directors may by resolution from time to
time determine. Notwithstanding any vacancy among the directors,
a quorum of directors may exercise all the powers of the
directors.



|    |        
|--- | -------
|(6) | Voting.

Questions arising at any meeting of directors
shall be determined by a majority of votes of the directors
present, and in the case of an equality of votes the chair of
the meeting shall not have a second or casting vote.



|    |                    
|--- | -------------------
|(7) | Presiding Officers.

The chair of any meeting of the Board shall be
the first mentioned of the following persons who is also a
director and is present at the meeting; the Chair of the Board,
the Chief Executive Officer, the President, or a Vice President
(in order of seniority). If no such person is present, the
directors shall choose one of their number to chair the meeting.



|    |                    
|--- | -------------------
|(8) | Chair of the Board.

The Board of Directors shall, from time to time,
elect from among its members a Chair of the Board who shall, if
present, preside as chair at all meetings of the Board and of
shareholders. The Chair of the Board shall not be an officer of
the Corporation unless specifically so designated by the Board.

Section 9  Officers



|    |                         
|--- | ------------------------
|(1) | Appointment of Officers.

Subject to the Articles, the Board of Directors
annually or as often as may be required may appoint a Chief
Executive Officer, a President, a Secretary, one or more Vice
Presidents (to which title may be added words indicating
seniority or function) and a Treasurer and such other officers,
if any, as the Board in its discretion shall from time to time
appoint. None of such officers need be a director of the
Corporation although a director may be appointed to any office
of the Corporation. Two or more offices of the Corporation may
be held by the same person. The Board of Directors may from time
to time appoint such other officers, employees and agents as
they shall deem necessary who shall have such authority and
shall perform such functions and duties as may from time to time
be prescribed by resolution of the directors. The Board of
Directors may from time to time and subject to the provisions of
the Act, vary, add to or limit the duties and powers of any
officer.

9



---



##### 





|    |                         
|--- | ------------------------
|(2) | Chief Executive Officer.

The Chief Executive Officer shall report to the
Board of Directors and shall exercise overall management and
direction of the Corporation. In the absence of the Chair of the
Board, and if the Chief Executive Officer is also a director of
the Corporation, the Chief Executive Officer shall, when
present, preside as chair at all meetings of directors and
shareholders.



|    |           
|--- | ----------
|(3) | President.

The President shall, subject to the direction of
the Board of Directors, have general supervision and control
over the business and affairs of the Corporation. In the absence
of the Chair of the Board and the Chief Executive Officer, and
if the President is also a director of the Corporation, the
President shall, when present, preside as chair at all meetings
of directors and shareholders. The President shall sign such
contracts, documents or instruments in writing as require the
Presidents signature and shall have such other powers and
shall perform such other duties as may from time to time be
assigned by resolution of the Board of Directors or as are
incident to the office.



|    |                
|--- | ---------------
|(4) | Vice President.

A Vice President shall sign such contracts,
documents or instruments in writing as require his or her
signature and shall have such other powers and shall perform
such other duties as may from time to time be assigned by
resolution of the Board of Directors or as are incident to
the office.



|    |           
|--- | ----------
|(5) | Secretary.

The Secretary shall give or cause to be given
notices for all meetings of directors, any committee of
directors and shareholders when directed to do so and shall,
subject to the provisions of the Act, maintain the records,
documents and registers of the Corporation. The Secretary shall
sign such contracts, documents or instruments in writing as
require the Secretarys signature and shall have such other
powers and shall perform such other duties as may from time to
time be assigned by resolution of the Board of Directors or as
are incident to the office.



|    |           
|--- | ----------
|(6) | Treasurer.

Subject to the provisions of any resolution of
the directors, the Treasurer shall have the care and custody of
all funds and securities of the Corporation and shall deposit
the same in the name of the Corporation in such bank or banks or
with such other depositary or depositaries as the directors may
by resolution direct. The Treasurer shall prepare and maintain
adequate accounting records. The Treasurer shall sign such
contracts, documents or instruments in writing as require the
Treasurers signature and shall have such other powers and
shall perform such other duties as may from time to time be
assigned by resolution of the Board of Directors or as are
incident to the office.



|    |                                     
|--- | ------------------------------------
|(7) | Duties of Officers may be Delegated.

In the case of the absence or inability or
refusal to act of any officer of the Corporation or for any
other reason that the Board may deem sufficient, the directors
may delegate all or any of the powers of such officer to any
other officer or to any director for the time being.

Section 10  Committees

The Board may create, and prescribe the duties
and terms of reference of, such committee or committees of
directors as it may from time to time determine necessary to
more effectively permit the efficient direction of the business
and affairs of the Corporation. The Board may delegate to such
committee or committees any of the powers of the Board except
those which under the Act must be exercised by the Board itself,
provided that any such delegation shall not limit the ability of
the Board to make decisions on any subject matter so

10



---



##### 



delegated. The procedures of any such committee
or committees of the Board shall, except as otherwise determined
by the Board, be those applicable to the Board.


Section 11  Protection and
Indemnity of Directors, Officers and Others



|    |                        
|--- | -----------------------
|(1) | Disclosure of Interest.

Subject to compliance with the Act to the extent
to which the same shall apply, no director or officer, and no
other entity of which he or she is a director or officer or in
which he or she has any interest whatsoever, shall be
disqualified by his or her office or by reason of his or her
holding any other office of, or place of profit under, the
Corporation or any other entity in which the Corporation is
interested from entering into any contract, transaction or
arrangement with the Corporation or any other entity in which
the Corporation is interested either as vendor, purchaser or
otherwise or from being concerned or interested in any manner
whatsoever in any contract, transaction or arrangement made or
proposed to be entered into with the Corporation or any other
entity in which the Corporation is interested, nor shall any
contract, transaction or arrangement be thereby avoided; nor
shall any director or officer be liable to account to the
Corporation for any profit arising from such office or place of
profit or realized by any such contract, transaction or
arrangement.



|    |                        
|--- | -----------------------
|(2) | Non-Liability for Acts.

Subject to the Act, no director or officer shall
be liable for the acts, receipts, neglects or defaults of any
other person or for joining in any receipt or act for conformity
or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property
acquired by, for or on behalf of the Corporation or for the
insufficiency or deficiency of any security in or upon which any
moneys of the Corporation are invested or for any loss or
damages arising from the bankruptcy, insolvency or tortious act
of any person with whom any moneys, securities or other
properties of the Corporation are lodged or deposited or for any
other loss, damage or misfortune whatever may arise out of the
execution of the duties of the office or in relation thereto.



|    |                                       
|--- | --------------------------------------
|(3) | Approval of Contracts by Shareholders.

Subject to the Act, any contract entered into or
action taken or omitted by or on behalf of the Corporation
shall, if approved by a resolution of the shareholders, be
deemed for all purposes to have had the prior authorization of
all the shareholders.



|    |                 
|--- | ----------------
|(4) | Indemnification.

The Corporation shall, whenever required or
permitted by the Act or otherwise by law, indemnify each
director, each officer, each former director, each former
officer and each person who acts or acted at the
Corporations request as a director or officer or an
individual acting in a similar capacity, of another entity, and
his or her heirs and personal representatives, against all
costs, charges and expenses, including, without limitation, each
amount paid to settle an action or satisfy a judgment,
reasonably incurred by him or her in respect of any civil,
criminal, administrative, investigative or other proceeding to
which he or she is made a party by reason of being or having
been a director or officer of the Corporation or such other
entity.



|    |                        
|--- | -----------------------
|(5) | No Limitation of Rights

The foregoing provisions of this Section 11
shall be in amplification of and in addition to, and not by way
of limitation of or substitution for any rights, immunities or
protection conferred upon any director, officer or other person
by any statute, law, matter or thing whatsoever.

11



---



##### 



Section 12  Dividends



|    |           
|--- | ----------
|(1) | Dividends.

The Board may from time to time declare and the
Corporation may pay dividends on its issued shares to its
shareholders according to their respective shareholdings in the
Corporation as they appear from the Corporations register.
Dividends may be paid in any form permitted by applicable law.



|    |                
|--- | ---------------
|(2) | Cash Dividends.

A dividend payable in cash shall be paid by
cheque drawn either on the bankers of the Corporation or the
bankers of its dividend disbursing agent, or in such other
manner prescribed by the Board of Directors to the order of each
registered holder of shares of the class or series in respect of
which the dividend has been declared, and sent to such
registered holder at their recorded address or to such other
address as the holder directs. In the case of joint holders, the
cheque or other manner of payment shall, unless such joint
holders otherwise direct, be made payable to the order of all
such joint holders. The sending of such payment as aforesaid,
unless the same is not paid on due presentation, shall satisfy
and discharge the liability for the dividend to the extent of
the sum represented thereby plus the amount of any tax which the
Corporation is required to and does withhold. All dividends
unclaimed for six (6) years after the date of declaration
shall be forfeited to the Corporation.

Section 13  Voting Securities
in Other Bodies Corporate

All securities of any other body corporate
carrying voting rights held from time to time by the Corporation
may be voted at all meetings of shareholders, bondholders,
debenture holders or holders of such securities, as the case may
be, of such other body corporate, in such manner and by such
person or persons as the Board of Directors of the Corporation
shall from time to time determine by resolution. Any two
officers of the Corporation may also from time to time execute
and deliver for and on behalf of the Corporation instruments of
proxy and/or arrange for the issuance of voting certificates
and/or other evidences of the rights to vote in such names as
they may determine without the necessity of a resolution or
other action by the Board of Directors.

Section 14  Notices



|    |                  
|--- | -----------------
|(1) | Manner of Notice.

Any notice (which includes any communication or
document) to be given (which term includes sent, delivered or
served) pursuant to the Act, applicable law, the Articles, the
By-laws or otherwise to a shareholder, director, officer,
auditor or member of a committee of the Board shall be
sufficiently given, if delivered personally to the person to
whom it is to be given or if delivered to his or her latest
address as shown on the records of the Corporation, or if mailed
to him or her at his or her said address by prepaid ordinary or
air mail, or if sent to him or her by any form of electronic
means permitted by the Act, at his or her said address. A notice
so delivered shall be deemed to have been given when it is
delivered personally or to the said address as aforesaid; a
notice so mailed shall be deemed to have been given when
deposited in a post office or public letter box; a notice so
sent by any form of electronic means permitted by the Act shall
be deemed to have been given when dispatched. The Secretary may
change or cause to be changed the recorded address of any
shareholder, director, officer, auditor, or member of a
committee of the Board in accordance with any information
believed by the Secretary to be reliable.



|    |                    
|--- | -------------------
|(2) | Notice Computation.

In computing the time when notice must be given
under any provision regarding a specified number of hours notice
of any meeting or other event, the hour of giving the notice and
the hour of commencement of the meeting shall be excluded, and
in computing the date when notice must be given under any
provision requiring a specified number of days notice of
any meeting or other event, the date of giving the notice shall
be excluded and the date of the meeting or other event shall be
included.

12



---



##### 





|    |                  
|--- | -----------------
|(3) | Returned Notices.

Where notices or other documents required to be
given by the Corporation to its shareholders have been mailed to
a shareholder at the shareholders latest address as shown
on the records of the Corporation and where, on three
(3) consecutive occasions, notices or other documents have
been returned by the post office to the Corporation, the
Corporation is not required to mail to the shareholder any
further notices or other documents until such time as the
Corporation receives written notice from the shareholder
requesting that notices and other documents be sent to the
shareholder at a specified address.



|    |               
|--- | --------------
|(4) | Joint Holders.

All notices or other documents shall, with
respect to any shares in the capital of the Corporation
registered in more than one name, be given to whichever of such
persons is named first in the records of the Corporation and any
notice or other document so given shall be sufficient notice of
delivery of such document to all the holders of such shares.



|    |                 
|--- | ----------------
|(5) | Successor Bound.

Every person who by operation of law, transfer or
by any other means whatsoever shall become entitled to any
shares in the capital of the Corporation shall be bound by every
notice or other document in respect of such shares which prior
to his or her name and address being entered on the records of
the Corporation shall have been duly given to the person or
persons from whom he or she derives his or her title to such
shares.



|    |                 
|--- | ----------------
|(6) | Deceased Holder.

Any notice or other document given by post shall,
notwithstanding that such shareholder be then deceased and
whether or not the Corporation has notice of his or her decease,
be deemed to have been duly served in respect of the shares held
by such shareholder (whether held solely or with other persons)
until some other person be entered in his or her stead in the
records of the Corporation as the holder or one of the holders
thereof and such service shall for all purposes be deemed a
sufficient service of such notice or other document on his or
her heirs, executors or administrators and all persons (if any),
interested with him or her in such shares.



|    |           
|--- | ----------
|(7) | Signature.

The signature of any director or officer of the
Corporation to any notice may be evidenced in any manner
permitted by the Act.



|    |                        
|--- | -----------------------
|(8) | Certificate of Officer.

A certificate of any officer of the Corporation
in office at the time of the making of the certificate or of a
transfer or any transfer agent or branch transfer agent of
shares of any class of the Corporation as to facts in relation
to the mailing or delivery or service of any notice or other
document to any shareholder, director, officer or auditor or
publication of any notice or other document shall be conclusive
evidence thereof, and shall be binding on every shareholder,
director, officer or auditor of the Corporation, as the case may
be.



|    |               
|--- | --------------
|(9) | Common Notice.

A special meeting and the annual general meeting
of shareholders of the Corporation may be convened by one and
the same notice, and it shall be no objection to the said notice
that it only convenes the second meeting contingently on any
resolution being passed by the requisite majority at the first
meeting.

Section 15  Coming into
Force

This By-law shall come into force on the date
shown on the Corporations certificate of continuance under
the Act.

13



---



##### 



Section 16  Repeal

All previous By-laws of the Corporation are
repealed as of the coming into force of this By-law. Such repeal
shall not affect the previous operation of any By-law so
repealed or affect the validity of any act done or right,
privilege, obligation or liability acquired or incurred under,
or the validity of any contract or agreement made pursuant to,
or the validity of any articles or predecessor charter documents
of the Corporation obtained pursuant to, any such By-law prior
to its repeal. All officers and persons acting under any By-law
so repealed shall continue to act as if appointed under the
provisions of this By-law and all resolutions of the
shareholders or the board or a committee of the board of
continuing effect passed under any repealed By-law shall
continue good and valid except to the extent inconsistent with
this By-law and until amended or repealed.







| |                  
| | -----------------
| | /s/ WILLIAM DOYLE
| |                  
| | President        
|
|
| | /s/ JOHN HAMPTON 
| |                  
| | Secretary        

14