<PAGE>
 
                                                                     EXHIBIT 3.2

Metrowerks Inc. and Subsidiaries
By-Laws to Metrowerks

                                        
                          RESOLUTION OF THE BOARD OF
                                   DIRECTORS
                                      of
                                METROWERKS INC.


          WHEREAS a certificate of amalgamation dated January 1, 1990,
amalgamating METROWERKS INC. and METROPOLIS COMPUTER NETWORKS INC. under the
provisions of the Canada Business Corporations Act and continuing their
existence as one corporation under the name of METROWERKS INC., has been issued
by the Director of Corporations Branch; and

          WHEREAS pursuant to article 182(1)(f) of the Canada Business
Corporations Act and article 2.10 of the amalgamation agreement entered into by
the two amalgamating Corporations dated December 31, 1989, the general by-laws
of the amalgamated Corporation are to be the by-laws of METROWERKS INC.,
subject, however, to the necessary amendments to have them comply with the
provisions of the Act;

NOW THEREFORE, BE IT RESOLVED:

THAT the following by-law be and is adopted:

                                  BY-LAW NO.
                                     ONE
                                        
being a by-law relating generally to the transaction of the business and affairs
of the Corporation.

hereby

                                  DEFINITIONS

                                        
1. In this by-law and all other by-laws of the Corporation, unless the context
otherwise specifies or requires:

(a) "Act" means the Canada Business Corporations Act, and any statute that may
     be substituted therefor, as from time to time amended;

(b) "articles" means the articles of the Corporation, as from time to time
     amended or restated;
<PAGE>
 
(c) "by-law" means this by-law and all other by-laws of the Corporation from
     time to time in force and effect;

(d) "unanimous shareholders agreement" means an agreement as described in
     subsection 146(2) of the Act made by the shareholders of the Corporation;

(e) 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 and vice-versa; words importing persons shall include bodies
    corporate, corporations, companies, partnerships, syndicates, trusts and any
    number or aggregate of individuals;

(f) the headings used in the by-laws 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; and

(g) all terms contained in the by-laws and which are defined in the Act shall
    have the meanings given to such terms in the Act.


                               REGISTERED OFFICE
                                        

2. The Corporation may from time to time (i) by resolution of the board of
directors change the location of the address of the registered office of the
Corporation within the place specified in the articles and (ii) by articles of
amendment change the place in which its registered office is situated to another
place within Canada.

                                CORPORATE SEAL

                                        
3. The Corporation may have one or more corporate seals which shall be such as
the board of directors may by resolution from time to time adopt and change.


                                   DIRECTORS

                                        
4. Number and Powers. There shall be a board of directors consisting of such
fixed number, or minimum and maximum number of directors as may be set out in
the articles, but a corporation, any of the issued securities of which are or
were part of a distribution to the public and remain outstanding and are held by
more than one person, shall not have fewer than three (3) directors, at least
two (2) of whom are not officers or employees of the Corporation or its
affiliates. A majority of the board of directors must be resident Canadians
unless the Corporation is a holding corporation referred to in subsection 105(4)
of the Act.
<PAGE>
 
5. Vacancies. If the number of directors is increased, the resulting vacancies
shall be filled at a meeting of shareholders duly called for that purpose.
Notwithstanding the provisions of this by-law and subject to the provisions of
the Act, if a vacancy should otherwise occur in the board, the remaining
directors, if constituting a quorum, may appoint a qualified person to fill the
vacancy for the remainder of the term. In the absence of a quorum, the remaining
directors shall forthwith call a meeting of shareholders to fill the vacancy
pursuant to subsection 111(2) of the Act. Where a vacancy or vacancies exist in
the board, the remaining directors may exercise all of the powers of the board
so long as a quorum remains in office.

6. Term of Office. A director's term of office shall be from the meeting at
which he is elected or appointed until the annual meeting next following or
until his successor is elected or appointed, or until, if earlier, he dies or
resigns, or is removed or disqualified pursuant to the provisions of the Act.

7. Vacation of Office. The office of a director shall ipso facto be vacated if:

(a) he dies;

(b) by notice in writing to the Corporation he resigns his office and such
    resignation, if not effective immediately, becomes effective in accordance
    with its terms;

(c) he is removed from office in accordance with section 109 of the Act; or

(d) he ceases to be qualified to be a director.

8. Election. Directors shall be elected by the shareholders by ordinary
resolution in a general meeting on show of hands unless a poll is demanded and
if a poll is demanded such election shall be by ballot.

          A retiring director shall retain office until the adjournment or
termination of the meeting at which his successor is elected unless such meeting
was called for the purpose of removing him from office as a director in which
case the director so removed shall vacate office forthwith upon the passing of
the resolution for his removal.


                             MEETINGS OF DIRECTORS

                                        
9. Place of Meeting. Subject to the articles, meetings of directors may be held
at any place within or outside Canada as the directors may from time to time
determine or the person convening the meeting may give notice. A meeting of the
board of directors may be convened by the chairman of the board, if any, the
president if any, or any director at
<PAGE>
 
any time. The secretary, if any, shall upon direction of any of the foregoing
convene a meeting of the board of directors.

          Notice. Notice of the time and place for the holding of any such
meeting shall be delivered, mailed, telegraphed, cabled or telexed to each
director at his latest address as shown on the records of the Corporation not
less than two (2) days (exclusive of the day on which the notice is delivered,
mailed, telegraphed, cabled or telexed but inclusive of the day for which notice
is given) before the date of the meeting; provided that meetings of the board of
directors may be held at any time without notice if all the directors have
waived notice.

          For the first meeting of the board of directors to be held immediately
following the election of directors at an annual or special meeting of the
shareholders, no notice of such meeting need be given to the newly elected or
appointed director or directors in order for the meeting to be duly constituted,
provided a quorum of the directors is present.

          A notice of a meeting of directors shall specify any matter referred
to in subsection 115(3) of the Act that is to be dealt with at the meeting.

          Waiver of Notice. Notice of any meeting of the board of directors or
any irregularity in any meeting or in the notice thereof may be waived by any
director in writing or by telegram, cable or telex addressed to the Corporation
or in any other manner, and such waiver may be validly given either before or
after the meeting to which such waiver relates. The attendance of a director at
a meeting of directors is a waiver of notice of the meeting except where a
director 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.

          Telephone Participation. A director may, if all the directors of the
Corporation consent thereto (either before, during or after the meeting),
participate in a meeting of directors by means of such telephone or other
communications facilities as permit all persons participating in the meeting to
hear each other, and a director participating in such a meeting by such means
shall be deemed to be present at that meeting.

10. Adjournment. Any meeting of the board of directors may be adjourned from
time to time by the chairman of the meeting, with the consent of the meeting, to
a fixed time and place and no notice of the time and place for the continuance
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 a quorum 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.
<PAGE>
 
11. Quorum and Voting. Subject to the articles, a majority of the number of
directors in office at the time shall constitute a quorum for the transaction of
business. Subject to subsection 117(1) of the Act, no business shall be
transacted by the directors except at a meeting of directors at which a quorum
of the board is present. Questions arising at any meeting of the board of
directors shall be decided by a majority of votes cast. In case of an equality
of votes, the chairman of the meeting, in addition to his original vote shall
not have a second or casting vote. Where the Corporation has only one director,
that director may constitute the meeting.

12. Resolution in lieu of meetinq. A resolution in writing, signed by all the
directors entitled to vote on that resolution at a meeting of directors, is as
valid as if it had been passed at a meeting of directors or committee of
directors.

          A copy of every such resolution shall be kept with the minutes of the
proceedings of the directors or committee of directors.


                           REMUNERATION OF DIRECTORS

                                        
13. Subject to the articles or any unanimous shareholders agreement, the
remuneration to be paid to the directors shall be such as the board of directors
shall from time to time determine and such remuneration shall be in addition to
the salary paid to any officer of the Corporation who is also a member of the
board of directors. The directors may also by resolution award special
remuneration to any director undertaking any special services on the
Corporation's behalf other than the routine work ordinarily required of a
director by the Corporation. The confirmation of any such resolution
or resolutions by the shareholders shall not be required. The directors shall
also be entitled to be paid their travelling and other expenses properly
incurred by them in connection with the affairs of the Corporation.


                    SUBMISSION OF CONTRACTS OR TRANSACTIONS
                         TO SHAREHOLDERS FOR APPROVAL


14. The board of directors in their discretion may submit any contract, act or
transaction for approval, ratification or confirmation at any annual meeting of
the shareholders or at any special meeting of the shareholders called for the
purpose of considering the same and any contract, act or transaction that shall
be approved, ratified or confirmed by resolution passed by a majority of the
votes cast at any such meeting (unless any different or additional requirement
is imposed by the Act or by the Corporation's articles or any other by-law)
shall be as valid and as binding upon the Corporation and upon all the
shareholders as though it had been approved, ratified or confirmed by every
shareholder of the Corporation.
<PAGE>
 
                      INDEMNITIES TO DIRECTORS AND OTHERS

                                        
15. Except in respect of an action by or on behalf of the Corporation or another
body corporate (as hereinafter defined), the Corporation shall indemnify each
director and officer of the Corporation and each former director and officer of
the Corporation and each person who acts or acted at the Corporation's request
as a director or officer of another body corporate, and his heirs and legal
representatives, against all costs, charges and expenses, including any amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
the Corporation or another body corporate, as the case may be, if

(a) he acted honestly and in good faith with a view to the best interests of the
    Corporation; and

(b) in the case of a criminal or administrative action or proceeding that is
    enforced by a monetary penalty, he had reasonable grounds for believing that
    his conduct was lawful.

"another body corporate" as used herein means a body corporate of which the
Corporation is or was a shareholder or creditor.


                                   OFFICERS


16. Appointment of Officers. Subject to the articles or any unanimous
shareholders agreement, the board of directors, annually or as often as may be
required, may appoint from among themselves a chairman of the board and may
appoint a president and a secretary and, if deemed advisable, may also appoint
one or more vice-presidents, a treasurer and one or more assistant secretaries
and/or one or more assistant treasurers. None of such officers, except the
chairman of the board, need be a director of the Corporation. Any two (2) or
more of such offices may be held by the same person. In case and whenever the
same person holds the offices of secretary and treasurer he may, but need not,
be known as the secretary-treasurer. The board of directors may from time to
time designate such other offices and appoint such other officers, employees and
agents as it 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 board of directors.

17. Remuneration and Removal of Officers. Subject to the articles or any
unanimous shareholders agreement, the remuneration of all officers, employees
and agents elected or appointed by the board of directors may be determined from
time to time by resolution of the board
<PAGE>
 
of directors. The fact that any officer, employee or agent is a director or
shareholder of the Corporation shall not disqualify him from receiving such
remuneration as may be so determined. The board of directors may by resolution
remove any officer, employee or agent at any time, with or without cause.

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

19. Chairman of the Board. The chairman of the board, if any, shall, if present,
preside at all meetings of the board of directors and of shareholders. He shall
sign such contracts, documents or instruments in writing as require his
signature and shall have such other powers and duties as may from time to time
be assigned to him by resolution of the board of directors.

20. President. The president, if any, shall be the chief executive officer of
the Corporation and shall exercise general supervision over the business and
affairs of the Corporation. In the absence of the chairman of the board, if any,
the president shall, when present, preside at all meetings of the board of
directors and shareholders; he ~I~' ~lyl~ ~u~rl concraccs, aocuments or
instruments in writing as require his signature and shall have such other powers
and shall perform such other duties as may from time to time be assigned to him
by resolution of the board of directors or as are incident to his office.

21. Vice-President. The vice-president or, if more than one, the vice-presidents
in order of seniority, shall be vested with all the powers and shall perform all
the duties of the president in the absence or inability or refusal to act of the
president, provided, however, that a vicepresident who is not a director shall
not preside as chairman at any meeting of shareholders. The vice-president or,
if more than one, the vice-presidents in order of seniority, shall sign such
contracts, documents or instruments in writing as require his or their
signatures and shall also have such other powers and duties as may from time to
time be assigned to him or them by resolution of the board of directors.

22. Secretary. The secretary, if any, shall give or cause to be given notices
for all meetings of the board of directors, of committees thereof, if any, and
of shareholders when 
<PAGE>
 
directed to do so and shall have charge, subject to the provisions of this by-
law, of the records referred to in section 20 of the Act (except the accounting
records) and of the corporate seal or seals, if any. He shall sign such
contracts, documents or instruments in writing as require his signature and
shall have such other powers and duties as may from time to time be assigned to
him by resolution of the board of directors or as are incident to his office.

23. Treasurer. Subject to the provisions of any resolution of the board of
directors, the treasurer, if any, shall have the care and custody of all the
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 board of directors may by resolution direct. He shall
prepare, maintain and keep or cause to be kept adequate books of accounts and
accounting records. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties as
may from time to time be assigned to him by resolution of the board of directors
or as are incident to his office. He may be required to give such bond for the
faithful performance of his duties as the board of directors in their
uncontrolled discretion may require and no director shall be liable for failure
to require any such bond or for the insufficiency of any such bond or for any
loss by reason of the failure of the Corporation to receive any indemnity
thereby provided.

24. Assistant Secretary and Assistant Treasurer. The assistant secretary or, if
more than one, the assistant Secretaries in order of seniority, and the
assistant treasurer or, if more than one, the assistant treasurers in order of
seniority, shall respectively perform all the duties of the secretary and
treasurer, respectively, in the absence or inability to act of the secretary or
treasurer as the case may be. The assistant secretary or assistant secretaries,
if more than one, and the assistant treasurer or assistant treasurers, if more
than one, shall sign such contracts, documents or instruments in writing as
require his or their signatures respectively and shall have such other powers
and duties as may from time to time be assigned to them by resolution of the
board of directors.

                               MANAGING DIRECTOR


25. The board of directors may from time to time appoint from their number a
managing director who is a resident Canadian and may delegate to him any of the
powers of the board of directors except as provided in subsection 115(3) of the
Act. The managing director shall conform to all lawful orders given to him by
the board of directors of the Corporation and shall at all reasonable times give
to the directors or any of them all
<PAGE>
 
information they may require regarding the affairs of the Corporation. Any agent
or employee appointed by the managing director shall be subject to discharge by
the board of directors.

                                  COMMITTEES
                                        

26. The board of directors may from time to time appoint from their number one
or more committees consisting of one or more individuals and delegate to such
committee or committees any of the powers of the directors except as provided in
subsection 115(3) of the Act. Except in the case of a holding corporation
referred to in subsection 105(4) of the Act, a majority of the members of any
such committee must be resident Canadians. Unless otherwise ordered by the
board, a committee of directors shall have power to fix its quorum, to elect its
chairman and to regulate its proceedings.


                                 SHAREHOLDERS'
                                   MEETINGS
                                        

27. Annual Meeting. Subject to compliance with section 133 of the Act, the
annual meeting of the shareholders shall be convened on such day in each year
and at such time as the board of directors may by resolution determine.

28. Special Meetings. Other meetings of the shareholders may be convened by
order of the chairman of the board, the president or a vice-president who is a
director or by the board of directors, to be held at such time and place as may
be specified in such order.

          Special meetings of shareholders may also be called by written
requisition to the board of directors signed by shareholders holding between
them not less than five percent (5%) of the outstanding shares of the capital of
the Corporation entitled to vote thereat. Such requisition shall state the
business to be transacted at the meeting and shall be sent to the registered
office of the Corporation.

          Except as otherwise provided in subsection 143(3) of the Act, it shall
be the duty of the board of directors on receipt of such requisition, to cause
the meeting to be called by the secretary of the Corporation.
<PAGE>
 
          If the board of directors does not, within twentyone (21) days after
receiving such requisition call a meeting, any shareholder who signed the
requisition may call the meeting.

29. Place of Meetings. Meetings of shareholders of the Corporation shall be held
at the registered office of the Corporation or at such other place in Canada as
may be specified in the notice convening such meeting. Notwithstanding the
foregoing, a meeting of shareholders may be held outside Canada if all the
shareholders entitled to vote at that meeting so agree, and a shareholder who
attends a meeting of shareholders held outside Canada is deemed to have so
agreed except when he attends the meeting for the express purpose of objecting
to the transaction of any business on the grounds that the meeting is not
lawfully held.

30. Notice. A printed, written or typewritten notice stating the day, hour and
place of meeting and, subject to subsection 135(6) of the Act, the general
nature of the business to be transacted shall be served to each person who is
entitled to vote at such meeting, each director of the Corporation and the
auditor of the Corporation, either personally or by sending such notice by
prepaid mail not less than twenty-one (21) days or more than fifty (50) days
before the meeting. If such notice is served by mail it shall be directed to the
latest address as shown in the records of the Corporation, of the intended
recipient. 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, any directors or the auditor of the
Corporation in writing, by telegram, cable or telex addressed to the Corporation
or by any other manner, and any such waiver may be validly given either before
or after the meeting to which such waiver relates.

31. Voting. Voting at a meeting of shareholders shall be by show of hands except
where a ballot is demanded by a shareholder entitled to vote at the meeting. A
shareholder may demand a ballot either before or after any vote by show of
hands.

32. Omission of Notice. The accidental omission to give notice of any meeting to
or the non-receipt of any notice by any person shall not invalidate any
resolution passed or any proceeding taken at any meeting of shareholders.

33. Record Date. The board of directors may by resolution fix in advance a date
and time as the record 
<PAGE>
 
date for the determination of the shareholders entitled to receive notice of a
meeting of the shareholders, but such record date shall not precede by more than
fifty (50) days or by less than twenty-one (21) days the date on which the
meeting is to be held.

          If the directors fail to fix in advance a date and time as the record
date in respect of all or any of the matters described above for any meeting of
the shareholders of the Corporation, the following provisions shall apply, as
the case may be:

(a) the record date for the determination of the shareholders entitled to
    receive notice of a meeting of shareholders shall be at the close of
    business on the day immediately preceding the day on which notice is given
    or sent;

the record date for the determination of the shareholders entitled to vote at a
meeting of share holders shall be the day on which the meeting is held; and

(c) the record date for the determination of the shareholders entitled to
    receive the financial statements of the Corporation shall be the close of
    business on the day on which the directors pass the resolution relating
    thereto.

34. Votes. Every question submitted to any meeting of shareholders shall be
decided in the first instance, unless a ballot is demanded, on a show of hands
and in case of an equality of votes the chairman of the meeting shall not, both
on a show of hands and on a ballot, have a second or casting vote in addition to
the vote or votes to which he may be entitled as a shareholder.

          At any meeting, unless a ballot is demanded, a declaration by the
chairman of the meeting that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against the motion.

          In the absence of the chairman of the board, the president and every
vice-president who is a director, the shareholders present entitled to vote
shall choose another director as chairman of the meeting and if no director is
present or if all the directors present decline to take the chair then the
shareholders present shall choose one of their number to be chairman.

          If at any meeting a ballot is demanded on the election of a chairman
or on the question of adjournment or termination it shall be taken forthwith
without adjournment. If a ballot is demanded on any other question or as to the
election of directors it shall be taken in such manner and
<PAGE>
 
either at once or later at the meeting or after adjournment as the chairman of
the meeting directs. The result of a ballot shall be deemed to be the resolution
of the meeting at which the ballot was demanded. A demand for a ballot may be
withdrawn.

          Where a person holds shares as a personal representative, such person
or his proxy is the person entitled to vote at all meetings of shareholders in
respect of the shares so held by him.

         Where a person mortgages or hypothecates his shares, such person or his
proxy is the person entitled to vote at all meetings of shareholders in respect
of such shares unless, in the instrument creating the mortgage or hypothec, he
has expressly empowered the person holding the mortgage or hypothec to vote in
respect of such shares, in which case, subject to the Corporation's articles,
such holder or his proxy is the person entitled to vote in respect of the
shares.

          Where two (2) or more persons hold the same share or shares jointly,
any one of such persons present at a meeting of shareholders has the right, in
the absence of the other or others, to vote in respect of such share or shares,
but if more than one of such persons are present or represented by proxy and
vote, they shall vote together as one on the share or shares jointly held by
them.

35. Proxies. A shareholder, including a shareholder that is a body corporate,
entitled to vote at a meeting of shareholders may by means of a proxy appoint a
proxyholder or one or more alternate proxyholders, who are not required to be
shareholders, to attend and act at the meeting in the manner and to the extent
authorized by the proxy and with the authority conferred by the proxy.

          An instrument appointing a proxyholder shall be in writing and shall
be executed by the shareholder or his attorney authorized in writing or, if the
shareholder is a body corporate, either under its seal or by an officer or
attorney thereof, duly authorized. A proxy is valid only at the meeting in
respect of which it is given or any adjournment thereof.

          Unless the Act requires another form, an instrument appointing a
proxyholder may be in the following form:

          "The undersigned shareholder of hereby appoints of or failing him, of
as the nominee of the undersigned to attend and act for and on behalf of the
undersigned at the meeting of the shareholders of the said Corporation to be
held on the day of , 19 , and at any adjournment thereof to the same extent and
with the same power as if the undersigned were personally present at the said
meeting or such adjournment thereof.

  Dated the   day of

Signature of Shareholder
<PAGE>
 
NOTE:

This form of proxy must be signed by a shareholder or his attorney authorized in
writing or, if the shareholder is a body corporate, either under its seal or by
an officer or attorney thereof duly authorized."

          The directors may from time to time pass regulations regarding the
deposit of instruments appointing a proxyholder at some place or places other
than the place at which a meeting or adjourned meeting of shareholders is to be
held and for particulars of such instruments to be telegraphed, cabled, telexed
or sent in writing before the meeting or adjourned meeting to the Corporation or
any agent of the Corporation for the purpose of receiving such particulars and
providing that instruments appointing a proxyholder so lodged may be voted upon
as though the instruments themselves were produced at the meeting or adjourned
meeting and votes given in accordance with such regulations shall be valid and
shall be counted. The chairman of any meeting of shareholders may, subject to
any regulations made as aforesaid, in his discretion accept telegraphic, telex,
cable or written communication as to the authority of anyone claiming to vote on
behalf of and to represent a shareholder notwithstanding that no instrument of
proxy conferring such authority has been lodged with the Corporation, and any
votes given in accordance with such telegraphic, telex, cable or written
communication accepted by the chairman of the meeting shall be valid and shall
be counted.

36. Adjournment. The chairman of the meeting may with the consent of the meeting
adjourn any meeting of shareholders from time to time to a fixed time and place.
If a meeting of shareholders is adjourned less than thirty (30) days, it is not
necessary to give notice of the adjourned meeting other than by announcement at
the earliest meeting that is adjourned. If a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of thirty (30) days or
more, notice of the adjourned meeting shall be given as for an original meeting
but, unless the meeting is adjourned by one or more adjournments for an
aggregate of more than ninety (90) days, the requirements of subsection 149(1)
of the Act relating to mandatory solicitation of proxies do not apply.

          Any adjourned meeting shall be duly constituted if held in accordance
with the terms of the adjournment 
<PAGE>
 
and a quorum is present thereat. The persons who formed a quorum at the original
meeting are not required to form a 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. Any business may be brought
before or dealt with at any adjourned meeting which might have been brought
before or dealt with at the original meeting in accordance with the notice
calling same.

37. Quorum. One (1) person present and holding or representing by proxy at least
one (1) issued share of the Corporation shall be a quorum of any meeting of
shareholders for the choice of a chairman of the meeting and for the adjournment
of the meeting; for all other purposes a quorum for any meeting (unless a
different number of shareholders and/or a different number of shares are
required to be represented by the Act or by the articles or by any other by-law)
shall be persons present being not less than two (2) in number and holding or
representing by proxy a majority of the shares entitled to vote at such meeting.
If a quorum is present at the opening of a meeting of the shareholders, the
shareholders present may proceed with the business of the meeting,
notwithstanding that a quorum is not present throughout the meeting. Where the
Corporation has only one shareholder or only one holder of any class or series
of shares, the shareholder present in person or by proxy constitutes a meeting.

38. Resolution in lieu of meeting. Except where a written statement is submitted
by a director under subsection 110(2) of the Act or by an auditor under
subsection 168(5) of the Act, a resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders is
as valid as if it had been passed at a meeting of the shareholders.

          A copy of every such resolution shall be kept with the minutes of the
meetings of shareholders.

39. Certificates. Share certificates (and the form of stock transfer power on
the reverse side thereof) shall (subject to compliance with section 49 of the
Act) be in such form and be signed by such director(s) or officer(s) as the
board of directors may from time to time by resolution determine.

40. Registrar and Transfer Agent. The board of directors may from time to time
by resolution appoint or remove one or more registrars and/or branch registrars
(which may but need not be the same person) to keep the register of security
holders and/or one or more transfer agents and/or branch transfer agents (which
may but need not be the same person) to keep the register of transfer, and
(subject to section 50 of the Act) may provide for the registration of issues
and the registration of transfers
<PAGE>
 
of the securities of the Corporation in one or more places and such registrars
and/or branch registrars and/or transfer agents and/or branch transfer agents
shall keep all necessary books and registers of the Corporation for the
registration of the issuance and the registration of transfers of the securities
of the Corporation for which they are so appointed. All certificates issued
after any such appointment representing securities issued by the Corporation
shall be countersigned by or on behalf of one of the said registrars and/or
branch registrars and/or transfer agents and/or branch transfer agents, as the
case may be.

41. Surrender of Share Certificates. No transfer of a share issued by the
Corporation shall be recorded or registered unless or until the certificate
representing the share to be transferred has been surrendered and cancelled or,
if no certificate has been issued by the Corporation in respect of such share,
unless or until a duly executed share transfer power in respect thereof has been
presented for registration.

42. Defaced, Destroyed, Stolen or Lost Certificates. If the defacement,
destruction or apparent destruction, theft, or other wrongful taking or loss of
a share certificate is reported by the owner to the Corporation or to a
registrar, branch registrar, transfer agent or branch transfer agent of the
Corporation (hereinafter, in this paragraph, called the "Corporation's transfer
agent") and such owner gives to the Corporation or the Corporation's transfer
agent a written statement verified by oath or statutory declaration as to the
defacement, destruction or apparent destruction, theft, or other wrongful taking
or loss and the circumstances concerning the same, a request for the issuance of
a new certificate to replace the one so defaced, destroyed, wrongfully taken or
lost and a bond of a surety company (or other security approved by the board of
directors) in such form as is approved by the board of directors or by the
chairman of the board, the president, a vice-president, the secretary or the
treasurer of the Corporation, indemnifying the Corporation (and the
Corporation's transfer agent, if any), against all loss, damage or expense,
which the Corporation and/or the Corporation's transfer agent may suffer or be
liable for by reason of the issuance of a new certificate to such shareholder, a
new certificate may be issued in replacement of the one defaced, destroyed or
apparently destroyed, stolen or otherwise wrongfully taken or lost, if such
issuance is ordered and authorized by any one of the chairman of the board, the
president, a vice-president, the secretary or the treasurer of the Corporation
or by resolution of the board of directors.
<PAGE>
 
                                   DIVIDENDS
                                        

43. Subject to the relevant provisions of the Act, the board of directors may
from time to time by resolution declare and the Corporation may pay dividends on
its issued shares, subject to the relevant provisions, if any, of the articles.


                                    NOTICE
                                        

44. Shares registered in more than one name. All notices or other documents
required to be sent to a shareholder by the Act, the regulations under the Act,
the articles or the by-laws of the Corporation 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 or delivery of
such document to all the holders of such shares.

45. Persons becoming entitled by operation of law. 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 name and address being
entered on the records of the Corporation shall have been duly given to the
person or persons from who he derives his title to such shares.

46. Deceased Shareholder. Any notice or other document delivered or sent by post
or left at the address of any shareholder as the same appears in the records of
the Corporation shall, notwithstanding that such shareholder be then deceased
and whether or not the Corporation has notice of his 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 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 heirs, executors or administrators and all
persons, if any, interested with him in such shares.

47. Signatures to Notices. The signature of any director or officer of the
Corporation to any notice may be written, stamped, typewritten or printed or
partly written, stamped, typewritten or printed.

48. Computation of Time.

Where a given number of days' notice or notice extending over any period is
required to be given under any provisions of the articles or by-laws of the
Corporation, the day of service or posting of the notice shall, unless it is
otherwise provided, be counted in such number of days or 
<PAGE>
 
other period and such notice shall be deemed to have been given or sent on the
day of service or posting.

49. Proof of Service. A certificate of any officer of the Corporation in office
at the time of the making of the certificate or of a transfer officer of 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 documents 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.

CHEQUES, DRAFTS, NOTES, ETC.

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


                                  CUSTODY OF
                                  SECURITIES


51. All securities, including warrants, owned by the Corporation shall be
lodged, in the name of the Corporation, with a chartered bank or a trust company
or in a safety deposit box or, if so authorized by resolution of the board of
directors, with such other depositaries or in such other manner as may be
determined from time to time by the board of directors.

said offices or the office of secretary, treasurer, assistant secretary or
assistant treasurer or any other office created by by-law or by resolution of
the board are hereby authorized to sell, assign, transfer, exchange, convert or
convey all shares, bonds, debentures, rights, warrants or other securities owned
by or registered in the name of the Corporation and to sign and execute, under
the seal of the Corporation or otherwise, all assignments, transfers,
conveyances, powers of attorney and other instruments that may be necessary for
the purpose of selling, assigning, transferring, exchanging, converting or
conveying or enforcing or exercising any voting rights in respect of any such
shares, bonds, debentures, rights, warrants or other securities. Where the
Corporation has only one director and officer, being the same person, that
person may perform the functions and exercise the powers herein contemplated.
<PAGE>
 
          The signature or signatures of any officer or director of the
Corporation and/or of any other officer or officers, person or persons appointed
as aforesaid by resolution of the board of directors may, if specifically
authorized by resolution of the directors, be printed, engraved, lithographed or
otherwise mechanically reproduced upon all contracts, documents or instruments
in writing or, subject to subsections 49(4) and 49(5) of the Act, bonds,
debentures or other securities of the Corporation executed or issued by or on
behalf of the Corporation and all contracts, documents or instruments in writing
or bonds, debentures or other securities of the Corporation on which the
signatures of any of the foregoing officers, directors or persons shall be so
reproduced, by authorization by resolution of the board of directors, shall,
subject to subsections 49(4) and 49(5) of the Act, be deemed to have been duly
signed by such officers, shall be as valid to all intents and purposes as if
they had been signed manually and notwithstanding that the officers, directors
or persons whose signature or signatures is or are so reproduced may have ceased
to hold office at the date of the delivery or issue of such contracts, documents
or instruments in writing or bonds, debentures or other securities of the
Corporation.

                                 DECLARATIONS

                                        
53. The chairman of the board, if appointed, the president, the vice-presidents,
secretary and/or treasurer, the assistant secretaries and/or assistant
treasurers, comptroller, accountant, chief clerk, or any one of them, is
authorized and empowered to appear and make answer for the Corporation to all
writs, orders and interrogatories upon articulated facts issued out Of any court
and to declare for and on behalf Of the Corporation any answer to writs Of
attachment by way Of garnishment in which the Corporation is garnishee, and to
make all affidavits and sworn declarations in connection therewith or in
connection with any or all judicial proceedings to which the Corporation is a
party and to make demands Of abandonment or petitions for winding up or
bankruptcy orders upon any debtor Of the Corporation and to attend and vote at
all meetings Of creditors Of any Of the Corporation's debtors and grant Proxies
in connection therewith.

                                    FISCAL
                                     YEAR

                                        
54. The fiscal period Of the Corporation shall terminate on such day in each
year as the board Of directors may from time to time by resolution determine.
<PAGE>
 
The foregoing resolution is hereby consented to by the signatures Of all the
directors Of METROWERKS INC.' pursuant to subsection 117(1) Of the Canada
Business Corporations Act, this 1st day Of January, 1990.


/s/ Jean J. Belanger
Jean J. Belanger

/s/ Gregory P. Galanos
Gregory P. Galanos
<PAGE>
 
                                METROWERKS INC.
                               INDEX TO BY-LAWS

                                        
BY-LAW NO.

ONE

DESCRIPTION

Relating generally to the transaction of the business and affairs of the
Corporation

ADOPTED ON

January 1, 1990
<PAGE>
 
BY-LAWS II AND III

RE: OMISSION OF BY-LAWS II AND III

Refer to Resolutions of the Board of Directors and the Shareholders of the
Corporation dated May 28th, 1993.
<PAGE>
 
BORROWING BY-LAW

d)

BY-LAW NO. IV

"A By-Law respecting the borrowing of issuing of money and the securities by:

METROWERKS INC.

(hereinafter called the "Company")

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

1. The Directors of the Company may, from time to to time, without the
authorization of the Shareholders:

a) borrow money upon the credit of the Company;

b) issue, re-issue, sell or pledge debt obligations of the Company, including
   without limitation, bonds, debentures, notes or other similar obligations of
   the Company whether secured or unsecured;

c) subject to the provisions of the Act, give a guarantee on behalf of the
   Company to secure performance of any present of future indebtedness,
   liability or obligation of any person; and

charge, mortgage, hypothecate, pledge or otherwise create a security interest in
all or any currently owned or subsequently acquired, present or future, real or
personal, moveable or immoveable, property of the Company, including without
limitation, book debts, rights, powers, franchises and undertakings, to secure
any present or future indebtedness, liabilities of other obligations of the
Company.

2. The Directors may, from time to time, by resolution delegate any or all of
the powers referred to in paragraph I of this by-law to any one or more of the
directors or officers of the Company."
<PAGE>
 
                         RESOLUTION OF SHAREHOLDERS OF
                                METROWERKS INC.

                                        
held at the Corporation's Head office on 28th day of May 1993

The following Resolutions signed by all the Shareholders of METROWERKS INC. (the
"Corporation"), under the provisions of Section 142 of the Canada Business
Corporations Act, whereby a resolution in writing signed by all the Shareholders
entitled to vote thereon shall be as valid as if it had been adopted at a
meeting, are hereby adopted and the present resolutions shall be deemed to have
been adopted on May 28th, 1993.

WHEREAS upon review of the Corporation's Book of Minutes, it was brought to the
attention of the Shareholders of the Corporation that By-laws II and III of the
Corporation were omitted at the date of amalgamation but were subsequently duly
approved and adopted as By-laws IV titled the By-law Respecting the Borrowing of
Money and the Issuing of Securities by METROWERKS INC. and as By-law V titled
By-Law Authorizing Borrowing and Pledging in meetings of the Directors and
Shareholders of the Corporation held on May 4th, 1992.

WHEREAS no Resolutions or acts of the Corporation demonstrate any reference to
Bylaws II and III of the Corporation;

IT IS UNANIMOUSLY RESOLVED:

THAT the Shareholders of the Corporation acknowledge the omission of By-laws II
and III in the Book of Minutes of the Corporation and recognize in their stead
as duly approved and adopted By-laws IV and V dated May 4th, 1992;

THAT the Shareholders direct the proper officers of the Corporation to insert
By-laws IV and V immediately after the approved and adopted By-law I in the Book
of Minutes of the Corporation;

VALIDITY

We, the undersigned, being all the Shareholders of the Corporation entitled to
vote, hereby sign these resolutions so that they shall be as valid as if they
had been passed at a meeting of the Shareholders of the Corporation, in
accordance with section 142(1) of the Canada Business Corporations Act.
<PAGE>
 
2

INSERTION

It is resolved to keep a copy of the above-mentioned resolutions in the Minute
Book of the Corporation, in conformity with section 142(2) of the Canada
Business Corporations


/s/ Gregory P. Galanos                      /s/ Jean Belanger
_____________________________               _____________________________
GREGORY P. GALANOS                          JEAN J. BELANGER

/s/ Jean Belanger                           /s/ Gregory P. Galanos
_____________________________               _____________________________

144458 Canada Inc duly                      2380892 Canada Inc., duly
represented by Jean J. Belanger             represented by Gregoy P. Galanos


/s/ Stephen Lockyer
_____________________________

CORNWALLIS FINANCIAL CORPORATION,
  duly represented by Stephen Lockyer
<PAGE>
 
13626 (7-84) (Borrowing Authority) Dominion, Alta., Man., N.B., Ontario, PE.I,
Que or Sask. Company

BY-LAW AUTHORIZING BORROWING AND PLEDGING

Metrowerks Inc.

 . . . . . . . . . . . . . . .
     (Name of Company)

Incorporated under

Canada Business Corporations Act
 . . . . . . . . . . . . . . .

                                 (Name of Act)

BE IT AND IT IS HEREBY ENACTED as a By-law of the Company as follows:

BY-LAW NO.  V

1. That the Directors of the Company may from time to time:

   (a) borrow money upon the credit of the Company by obtaining loans or
advances or by way of overdraft or otherwise;

   (b) issue, sell or pledge securities of the Company including bonds,
debentures, debenture stock, for such sums on such terms and at such prices as
they may deem expedient;

   (c) assign, transfer, convey, hypothecate, mortgage, pledge, charge or give
security in any manner upon all or any of the real or personal, moveable or
immoveable property, rights, powers, choses in action, or other assets, present
or future, of the Company to secure any such securities or other securities of
the Company or any money borrowed or to be borrowed or any obligations or
liabilities as aforesaid or otherwise of the Company heretofore, now or
hereafter made or incurred directly or indirectly or otherwise; and

   (d) without in any way limiting the powers herein conferred upon the
Directors, give security or promises to give security, agreements, documents and
instruments in any manner or form under the Bank Act or otherwise to secure any
money borrowed or to be borrowed or any obligations or liabilities as aforesaid
or otherwise of the Company heretofore, now or hereafter made or incurred
directly or indirectly or otherwise.

2. That any or all of the foregoing powers may from time to time be delegated by
the Directors to any one or more of the directors or officers of the Company.

   That this By-law shall remain in force and be binding upon the Company as
regarding any person acting on the faith thereof until such person has received
written notification from the Company that this By-law has been repealed or
replaced.

ENACTED this 4th day of May 1992.

/s/ Gregory P. Galanos
/s/ Jean Belanger


CERTIFICATE

I hereby certify that the foregoing is a true copy of a By-law of
                           . . , ,Metrowerks, Inc.
                               (Name of Company)

(hereinafter called the "Company") duly enacted by the Directors of the Company;
that the said By-law was duly confirmed and sanctioned by the Shareholders in
the manner required by law; and that the said By-law is now in full force and
effect.

WITNESS my hand and seal of the Company this . . 4th day of May..... ,1992
<PAGE>
 
/s/ Jean Belanger
Secretary

Jean J. Belanger        Corporate Seal
<PAGE>
 
SCHEDULE 2.05

ATTRIBUTES OF SHARES

The classes and any maximum number of shares that the Corporation is authorized
to issue

Unlimited number of common shares; Unlimited number of Class A preferred shares;
and Unlimlted number of Class B preferred shares, issuable in series.


I. The common shares shall have attached thereto the following rights,
privileges, restrictions and conditions:

(a) Each common share shall entitle the holder thereof to one (1) vote at all
meetings of the shareholders of the Corporatlon.

(b) The holders of the common shares shall be entitled to receive during each
year, as and when declared by the board of directors, dividends payable in
money, property or by the issue of fully paid sharea of the capital of the
Corporation.

(c) In the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or other distribution of assets
of the Corporation among shareholders for the purpose of winding-up its affairs,
subject to the rights, privileges, restrictions and conditions attaching to the
Class A preferred shares and to any
<PAGE>
 
- 2 -

other class of shares ranking prior to the common shares, the holders of the
common shares shall be entitled to receive the remaining property of the
Corporation.

II. The Class A preferred shares shall have attached thereto the following
rights, privileges, restrictions and conditions:

(a) Subject to the provisions of the Canada Business Corporations Act (the
"Act") or as otherwise expressly provided herein, the holders of the Class A
preferred shares shall not be entitled to receive notice of, nor to attend or
vote at meetings of the shareholders of the Corporation.

(b) The holders of the Class A preferred shares shall be entitled to receive
during each year, as and when declared by the board of directors, but always in
preference and priority to any payment of dividends on the other shares of the
Corporation, non-cumulative dividends at a rate of up to 10% payable annually
calculated on the Class A Preferred Redemption Price (as hereinafter in
paragraph II.(h) defined) of each such share, payable in money, property or by
the issue of fully paid shares of any class of the Corporation. The holders of
the Class A preferred shares shall not be entitled to any dividend in excess of
the dividend hereinbefore provided for.

(c) The Corporation may, in the manner hereinafter provided, redeem at any time,
all, or from time to time any part, of the outstanding Class A preferred shares
on payment for each preferred share to be redeemed of the Class A Preferred
Redemption Price plus all declared and unpaid dividends thereon (in paragraphs
II. (d), (e) and {f) called the "redemption price..)

(d) Before redeeming any Class A preferred shares, the Corporation shall mail or

<PAGE>
 
- 3 -

deliver to each person who, at the date of such mailing or delivery, shall be a
registered holder of Class A preferred shares to be redeemed, notice of the
intention of the Corporation to redeem such shares held by such registered
holder; such notice shall be delivered to, or mailed by ordinary prepaid post
addressed to, the last address of such holder as it appears on the records of
the Corporation, or in the event of the address of any such holder not appearing
on the records of the Corporation, then to the last address of such holder known
to the Corporation, at least thirty (30) days before the date specified for
redemption; such notice shall set out the redemption price, the date on which
the redemption is to take place and, if part only of the Class A preferred
shares held by the person to whom it is addressed is to be redeemed, the number
thereof so to be redeemed; on or after the date so specified for redemption, the
Corporatlon shall pay or cause to be paid the redemption price to the registered
holders of the preferred shares to be redeemed on presentation and surrender of
the certificates for the Class A preferred shares so called for redemption at
the registered office of the Corporatlon or at such other place or places as may
be specified ln such notice, and the certificates for such preferred shares
shall thereupon be cancelled, and the Class A preferred shares presented thereby
shall thereupon be redeemed; from and after the date speclfled for redemption in
such notice, the holders of the Class A preferred shares called for redemption
shall cease to be entitled to dividends in respect of such shares and shall not
be entitled to exercise any of the rights of the holders thereof except the
right to receive the redemption price, unless payment of the redemption price
shall not be made by the Corporation in accordance with foregoing provisions, in
which case the rights of the holders of such shares shall remain
<PAGE>
 
- 4 -

unaffected; on or before the date specified for redemption, the Corporation
shall have the right to deposit the redemption price of the Class A preferred
shares called for redemption in a special account with any chartered bank or
trust company in Canada named in the notice of redemption, to be paid, without
interest, to or to the order of the respective holders of such Class A preferred
shares called for redemption, upon presentation and surrender of the
certificates representing the same and, upon such deposit being made or upon the
date specified for redemption, whichever is later, the Class A preferred shares
in respect whereof such deposit shall have been made, shall be deemed to be
redeemed and the rights of the respective holders thereof, after such deposit or
after such redemption date, as the case may be, shall be limited to receiving,
out of the moneys so deposited, without interest, the redemption price
applicable to their respective Class A preferred shares against presentation and
surrender of the certificates representing such preferred shares. If less than
all the Class A preferred shares are to be redeemed, the shares to be redeemed
shall be redeemed pro rata, disregarding fractions, unless the holders of the
Class A preferred shares unanimously agree to the adoption of another method of
selection of the preferred shares to be redeemed. If less than all the Class A
preferred shares represented by any certificate be redeemed, a new certificate
for the balance shall be issued.

(e) A holder of Class A preferred shares shall be entitled to require the
Corporatlon to redeem at any time all, or from time to time any part, of the
Class A preferred shares registered in the name of such holder by tendering to
the Corporation at its registered office the shares certificate(s) 
representing the Class A preferred shares which the registered holder desires to
have the 
<PAGE>
 
- 5 -

Corporation redeem together with a request in writing specifying (i)
the number of Class A preferred shares which the registered holder de~ires to
have redeemed by the Corporation and (ii) the business day (in this paragraph
referred to as the "redemption date") on which the holder desires to have the
Corporation redeem such Class A preferred shares, which redemption date shall
not be less than (5) days after the day on which the request in writing is given
to the Corporation. Upon receipt of the shares certificate(s) representing the
Class A preferred shares which the registered holder desires to have the
Corporation redeem together with such request, the Corporation shall on, or at
its option, before, the redemption date redeem such shares by paying to the
registered holder thereof, for each shares to be redeemed, an amount equal to
the redemption price in respect thereof; such payment shall be made by cheque
payable at any branch of the Corporation's bankers for the time being in Canada.
The said Class A preferred shares shall be deemed to be redeemed on the date of
payment of the redemption price and from and after such date such Class A
preferred shares shall cease to be entitled to dividenda and the holders thereof
shall not be entitled to exercise any of the rights of the holders of preferred
shares in respect thereof. Notwithstanding the foregoing, the Corporation shall
only be obliged to redeem Class A preferred shares so tenders for redemption to
the extent that such redemption would not be contrary to any applicable law, and
if such redemption of any such preferred shares would be contrary to any
applicable law, the Corporation shall only be obliged to redeem such Class A
preferred shares to the extent that the money applied thereto shall be such
amount (rounded to the next lower multiple of one hundred dollars ($100.00)) as
would not be contrary to such law, in which case the Corporation shall pay to
each holder his
<PAGE>
 
- 6 -

pro rata shares of the purchase moneys allocable. If less than all the Class A
preferred shares represented by any certificate be redeemed, a new certificate
for the balance shall be issued.

(f)  The Corporation may purchase for cancellation at any time all, or from time
     to time any part, of the Class A preferred shares outstanding, by private
     contract at any price, with the unanimous consent of the holders, of the
     Class A preferred shares then outstandinq, or by invitation for tenders
     addressed to all the holders of the Class A preferred shares at the lowest
     price at which, in the option of the directors, such shares are obtainable
     but not exceeding the redemption price thereof. If less than all the Class
     A preferred shares represented by any certificate be purchased for
     cancellation, a new certificate for the balance shall be issued.

(g) Upon redemption of Class A preferred shares as set out in paragraphs II.
    (d), (e) and (f) hereof, the Corporation shall deduct from the stated
    capital account maintained for the Class A preferred shares an amount equal
    to the result obtained by multiplying the amount contained in the stated
    capital account maintained for the Class A preferred shares by the number of
    such shares which are redeemed, divided by the number of Class A preferred
    shares issued and outstanding immediately before such redemption.

(h) For the purposes of paragraphs II. (b), {c) and (i), the "Class A Preferred
    Redemption Price" of each Class A preferred shares shall be an amount equal
    to (i) the monetary consideration received by the Corporation upon the
    issuance of such share (denominated in the currency in which such
    consideration was paid to the Corporation), if such shares has been issued
    for money, or (ii) the fair market value of the
<PAGE>
 
- 7 -

    consideration received by the Corporation (including, without limitation,
    sharen of another class of the Corporation) upon the issuance of such share,
    if such share has been issued for a consideration other than money.

The fair market value determined as hereinabove provided for shall be subject to
revision in accordance with any binding agreement with, or decision by, the
appropriate taxation authorities, or any judgment of a court of competent
jurisdiction. In the event that any such agreement, decision or judgment shall
result in a final determination under the provisions of the appropriate taxation
legislation and the amount thereby determined is an amount other than the amount
for which such shares was originally issued as determined by the director. In
accordance with the preceding sub-paragraph, such finally determined amount for
the purpose of the appropriate taxation legislation shall then be deemed to be
the fair market value of the consideration received by the Corporation upon the
issuance of such Class A preferred share.

(i) In the event of the liquidation, dissolution or winding-up of the
    Corporation, whether voluntary or involuntary, or other distribution of
    assets of the Corporation among shareholders for the purpose of winding-up
    its affairs, the holders of the Class A preferred shares shall be entitled
    to receive for each Class A preferred share, in preference and priority to
    any distribution of the property or assets of the Corporation to the holders
    of the common shares or any other shares ranking Junior to the Class A
    preferred shares, an amount equal to the Class A Preferred Redemption Price,
    but shall not be entitled to share any further in the distribution of the
    property or asset of the Corporation.
<PAGE>
 
(j) No change to any of the provisions of paragraphs II. (a) to (i) or of this
    paragraph (j) shall have any force or effect until it has been approved by a
    majority of not less than two-thirds (2/3) of the votes cast by the holders
    of the Class A preferred shares, voting separately as a class at a meeting
    of such holders specially called for that purposes, or by a resolution in
    writing signed by all the holders of the preferred shares, in addition to
    any other approval required by the Act.

The Class B preferred shares shall have attached thereto the following rights,
privileges, restrictions and conditions:

The Class B preferred shares may be issued from time to time in one (1) or more
series with such preferred, deferred or other special rights, privileges,
restrictions, conditions and designations attached thereto and in particular
such rate or rates or cumulative or noncumulative preferential annual dividends,
redemption price or prices and amount or amounts to be paid thereon upon
distribution of assets in the event of liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, as shall be fixed from time
to time before issuance by any resolution or resolutions providing for the issue
of the shares of any series which may be passed by the board of directors of the
Corporation and confirmed and declared by articles of amendment.