**Exhibit 3.31**

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# BY-LAW NO. 1

# a by-lawrelating generallyto the transaction of thebusiness and affairs ofVictor Equipment Company of Canada Ltd.

# BE IT ENACTEDas a by-law of Victor Equipment Company ofCanada Ltd. (hereinafter referred to as the “Corporation”) as follows:

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INTERPRETATION

 

## 1.                                       Definitions- In this by-law and all other by-laws of the Corporation unless the contextrequires otherwise:

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### (a)                                  “theAct” means The Business Corporations Act (Ontario) or any statute which may besubstituted therefor as amended from time to time;

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### (b)                                 “articles”means the articles of incorporation of the Corporation as from time to timeamended or restated;

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### (c)                                  “board”means the board of directors of the Corporation;

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### (d)                                 “non-businessday” means Saturday, Sunday and any other day that is a holiday as defined inThe Interpretation Act (Ontario);

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### (e)                                  “person”includes individuals, bodies corporate, partnerships, trusts and unincorporatedassociations;

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### (f)                                    “residentCanadian” means a Canadian citizen who is ordinarily resident in Canada or asotherwise defined in the Act;

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### (g)                                 wordsimporting the singular number only include the plural and vice versa; wordsimporting the masculine gender include the feminine and neuter genders;

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### (h)                                 allwords used in this by-law and defined in the Act shall have the meanings givento such words in the Act.

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HEAD OFFICE

 

## 2.                                       Untilchanged by special by-law, the head office of the Corporation shall be in theMunicipality of Metropolitan Toronto and at such location therein as the boardmay from time to time determine by resolution.

 

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SEAL

 

## 3.                                       Theseal of the Corporation shall be in such form as the board may from time totime determine by resolution and, until changed by the board, shall be in theform impressed in the margin hereof.

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MEETINGS OF SHAREHOLDERS

 

## 4.                                       AnnualMeeting - The annual meeting of shareholders shall be held on such day ineach year and at such time and at such place within Ontario or elsewhere ifpermitted by the articles as the board, or the chairman of the board or thepresident in the absence of the chairman of the board may from time to timedetermine, for the purposes of receiving the financial statement and auditor’sreport thereon as required by the Act to be laid before the shareholders at anannual meeting, electing directors, appointing the auditor and fixing orauthorizing the board to fix his remuneration and for the transaction of suchother business as may properly be brought before the meeting.

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## 5.                                       GeneralMeeting - The board or the chairman of the board or the president shallhave the power at any time to call a general meeting of the shareholders of theCorporation to be held on such date and at such time and at such place withinOntario or elsewhere if permitted by the articles as may be determined by theboard or the person calling the meeting. The phrase “meeting of shareholders”wherever it occurs in this by-law shall mean and include an annual meeting ofshareholders and a general meeting of shareholders.

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## 6.                                       Notices- Notice of the date, time and place of every meeting of shareholders shall begiven not less than ten days before the date on which the meeting is to be heldto the auditor of the Corporation, to each person who at the close of businesson the record date for notice appears on the records of the Corporation as theholder of one or more shares carrying the right to vote at the meeting and toeach director. Notice of a general meeting of shareholders shall state thegeneral nature of the business which is to be transacted at it. A meeting ofshareholders may be held at any time without notice if all the shareholdersentitled to vote thereat are present in person or represented by proxy or thosenot so present or represented by proxy waive notice of or otherwise consent tosuch meeting being held, and if the auditor is present or waives such notice orotherwise consents to such meeting being held.

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## 7.                                       RecordDate f or Notice - The board may fix a date, preceding the date of anymeeting of shareholders by not less than ten days for the determination of theshareholders entitled to notice of the meeting. If no such record date fornotice is fixed by the board, the record date for notice shall be the day nextpreceding the day on which notice is given or sent.

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## 8.                                       Chairmanand Secretary - The Chairman of the board or, in his absence, the presidentor, in his absence, a vice-president shall be chairman of any meeting ofshareholders and, if none of the said officers be present within fifteenminutes after the time appointed for holding the meeting, the persons presentand entitled to vote shall choose a chairman from amongst themselves. Thesecretary of the Corporation shall act as secretary at any meeting ofshareholders or, if the secretary of the Corporation be absent, the chairman ofthe meeting shall appoint some person, who need not be a shareholder, to act asSecretary of the meeting.

 

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## 9.                                       PersonsEntitled to be Present - The only persons entitled to attend a meeting ofshareholders shall be those entitled to vote thereat, the directors of theCorporation, the auditor of the Corporation and others who, although notentitled to vote, are entitled or required under any provision of the Act, thearticles or the by-laws of the Corporation to be present at the meeting. Anyother person may be admitted only on the invitation of the chairman of themeeting or with the consent of the meeting.

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## 10.                                 Quorum- Two or more persons present in person and each entitled to vote thereateither personally or as proxy and holding or representing by proxy not lessthan 51% of the outstanding shares in the capital of the Corporation carryingvoting rights thereat shall constitute a quorum for the transaction of businessat any meeting of shareholders.

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## 11.                                 Rightto Vote - At each meeting of the shareholders every shareholder shall beentitled to vote who on the record date for voting appears on the records ofthe Corporation as the holder of one or more shares carrying the right to voteat such meeting; save that, if the share in question has been mortgaged orhypothecated, the person who mortgaged or hypothecated such share (or hisproxy) is entitled to vote at all meetings of shareholders in respect thereofunless in the instrument creating the mortgage or hypothec he has expresslyempowered the holder of such mortgage or hypothec to vote in respect of suchshare, in which case, subject to the articles, such holder (or his proxy) isentitled to vote in respect of such share upon filing with the secretary of themeeting sufficient proof of the terms of such instrument.

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## 12.                                 RecordDate For Voting - The board may fix in advance of any meeting ofshareholders a date and time, not more than two days, excluding non-businessdays, before the date of the meeting, as the record date for the determinationof the shareholders entitled to vote at the meeting, but if no such record dateis fixed by the board, the record date for voting shall be the time of thetaking of the vote.

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## 13.                                 PersonalRepresentatives - Where a person holds shares as an executor,administrator, guardian, tutor, trustee, receiver or liquidator or thecommittee of or the curator to a mental incompetent, that person or his proxyupon filing with the secretary of the meeting sufficient proof of hisappointment shall be entitled to vote at all meetings of shareholders inrespect of the shares so held by him.

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## 14.                                 Proxies- Every shareholder, including a shareholder that is a body corporate, entitledto vote at a meeting of shareholders may by means of a proxy appoint a person,who need not be a shareholder, as his nominee to attend and act at the meetingin the manner, to the extent and with the power conferred by the proxy. Theproxy shall be in writing executed by the shareholder or his attorneyauthorized in writing or, if the shareholder is a body corporate, under itscorporate seal or by an officer or attorney thereof duly authorized, and shallconform with the requirements of the Act. The proxy shall cease to be validafter the expiration of one year from the date thereof. The proxy shall bedeposited with the secretary of the meeting before any vote is cast under itsauthority, or before such earlier time, not exceeding forty-eight hours(excluding non-business days) preceding the meeting, as the board may fix byresolution.

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## 15.                                 JointShareholders - Where two or more persons hold the same share jointly, anyof such persons present or represented by proxy at a meeting of shareholdershas the right in the absence 

 

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## of the other orothers to vote in respect of such share, but, if more than one of such personsare present or represented by proxy, they shall vote together as one on theshare jointly held by them.

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## 16.                                 Scrutineers- At each meeting of shareholders one or more scrutineers who need not beshareholders of the Corporation may be appointed by a resolution of the meetingor by the chairman to serve at the meeting.

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## 17.                                 Votesto Govern - Unless otherwise required by the articles or by-laws of theCorporation or by law, all questions proposed for the consideration ofshareholders at a meeting of shareholders shall be determined by the majorityof the votes cast.

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## 18.                                 Showof Hands - Subject to the provisions of the Act, any question at a meetingof shareholders shall be decided by a show of hands unless a poll thereon isrequired or demanded as hereinafter provided. Upon a show of hands every personwho is present and entitled to vote shall have one vote. Whenever a vote byshow of hands shall have been taken upon a question, unless a poll thereon isso required or demanded, a declaration by the chairman of the meeting that thevote upon the question has been carried or carried by a particular majority ornot carried and an entry to that effect in the minutes of the meeting shall beprima facie evidence of the fact without proof of the number or proportion ofthe votes recorded in favour of or against any resolution or other proceedingin respect of the said question and the result of the vote so taken shall be thedecision of the shareholders upon the said question.

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## 19.                                 Polls- On any question proposed for consideration at a meeting of shareholders, andwhether or not a show of hands has been taken thereon, the chairman may requireor any person entitled to vote on the question may demand a poll thereon. Apoll so required or demanded shall be taken in such manner as the chairmanshall direct. A requirement or demand for a poll may be withdrawn at any timeprior to the taking of the poll. Upon a poll each person present shall beentitled, in respect of the shares which he is entitled to vote at the meetingupon the question, to that number of votes provided by the Act or the articles,and the result of the poll so taken shall be the decision of the shareholders uponthe said question.

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## 20.                                 CastingVote - In case of an equality of votes at any meeting of shareholderseither upon a show of hands or upon a poll, only the Chairman of the Board ofDirectors shall be entitled to a second or casting vote.

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## 21.                                 Adjournment- The chairman presiding at a meeting of shareholders may, with the consent ofthe meeting and subject to such conditions as the meeting may decide, adjournthe meeting from time to time and from place to place.

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## 22.                                 Actionin Writing by Shareholders - Any by-law or resolution passed by thedirectors may, in lieu of confirmation at a general meeting of shareholders, beconfirmed and consented to in writing by all the shareholders entitled to voteat such meeting. Any resolution may, in lieu of being passed at a meeting ofshareholders, be consented to by the signatures of all the shareholders whowould be entitled to vote at a meeting of shareholders duly called, constitutedand held for the purpose of considering such resolution.

 

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DIRECTORS

 

## 23.                                 Dutiesof Directors - The board shall manage or supervise the management of theaffairs and business of the Corporation.

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## 24.                                 Qualificationsof Directors - (a)   A majorityof directors on the board of directors shall be resident Canadians.

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### (b)                                 Noperson shall be elected or appointed a director if he is

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#### (i)                                     under18 years of age, or

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#### (ii)                                  anundischarged bankrupt or a mental incompetent.

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### (c)                                  Adirector need not be a shareholder of the Corporation.

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## 25.                                 Numberof Directors and Quorum – Until changed in accordance with the Act, theboard shall consist of 6 members, of whom 1 member must be elected exclusivelyby the preference shareholders, and the quorum for the transaction of businessshall consist of 3 members of the board, of whom at least 1 shall be other thana resident Canadian.  Notwithstandingvacancies, the remaining directors may exercise all the powers of the board solong as a quorum of the board remains in office.

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## 26.                                 Actionby the Board - The board shall make all determinations and take all actionin exercise of its powers by or pursuant to a by-law or resolution eitherpassed at a meeting of directors at which a quorum is present and at which amajority of the directors present are resident Canadians or consented to by thesignatures of all the directors then in office if constituting a quorum.

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## 27.                                 Electionand Term - (a)   Directors shallbe elected yearly at the annual meeting of shareholders of the Corporation andshall hold office until the next annual meeting of shareholders. Each directorthen in office shall retire, but, if qualified, shall be eligible forre-election. The election may be by a resolution carried by a show of handsunless a poll is demanded by any shareholder and if a poll is demanded suchelection shall be by ballot. If an election of directors is not held at theannual meeting of shareholders, the directors then in office shall continue inoffice until their successors are elected.

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### (b)                                 Theelection or appointment of a person as a director shall not be effectiveunless,

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#### (i)                                     hewas present at the meeting when he was elected or appointed and did not refuseat the meeting to act as a director; or

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#### (ii)                                  heconsented in writing before his election or appointment or within ten days thereafterto act as director.

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## 28.                                 Removalof Directors - The shareholders may, by resolution passed by a majority ofthe votes cast at a general meeting of shareholders duly called for thatpurpose, remove any director and may at that meeting elect a qualified personin his stead for the remainder of his term.

 

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## 29.                                 Vacationof Office - A director may resign his office by notice in writing deliveredor sent to the secretary of the Corporation and such resignation shall becomeeffective on receipt thereof or on such later date as may be specified in suchnotice. A director shall forthwith cease to hold office as a director should hebecome bankrupt or be found to be a mental incompetent.

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## 30.                                 Vacancies- If a vacancy shall occur in the board otherwise than as a result of anincrease in the number of directors, the remaining directors if constituting aquorum may appoint a qualified person to fill the vacancy for the remainder ofthe tern. In the absence of a quorum the remaining directors shall forthwithcall a meeting of shareholders to fill the vacancy. Where the number ofdirectors is increased, any vacancy resulting from such increase shall befilled by election at a meeting of shareholders.

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## 31.                                 Callingof Meetings - Meetings of the board shall be held from time to time at suchplace, on such day and at such time as the board, or the chairman of the boardor the president or any two directors may determine. Notice of every meeting socalled shall be given to each director not less than forty-eight hours beforethe time when the meeting is to be held and need not be in writing; providedthat no notice of a meeting shall be necessary if all the directors are presentor if those absent waive notice of or otherwise signify their consent to theholding of such meeting.

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## 32.                                 Meetingsby Telephone - Any director may participate in a meeting of the board ofdirectors or of the executive committee by means of conference telephone orother communications equipment by means of which all persons participating inthe meeting can hear each other, if all the directors consent to the holding ofmeetings in such manner.

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## 33.                                 RegularMeetings - The board may appoint a day or days in any month or months forregular meetings at a place and hour to be named. A copy of any resolution bythe board fixing the place and time of regular meetings of the board shall besent to each director forthwith after being passed, but no other notice shallbe required for any such regular meeting.

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## 34.                                 Auditor’sAttendance at Meetings - The auditor of the Corporation shall be entitledto attend and be heard at meetings of the board on matters relating to hisduties as auditor.

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## 35.                                 FirstMeeting of the New Board - Each newly elected board may, without notice,hold its first meeting for the purpose of organization and the election andappointment of officers within one week following the meeting of shareholdersat which such board was elected, provided that a quorum of directors ispresent.

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## 36.                                 Placeof Meeting - Meetings of the board of directors and of the executivecommittee may be held at the head office of the Corporation or any other placewithin or outside Ontario, but in any financial year of the corporation amajority of the meetings of the board of directors and a majority of themeetings of the executive committee shall be held within Canada. If a majorityof the directors participating by telephone in any meeting of the board or ofthe executive committee are then in Canada the meeting shall be deemed to havebeen held in Canada.

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## 37.                                 Votesto Govern - At all meetings of the board every question shall be decided bya majority of the votes cast on the question and in the case of an equality ofvotes only the Chairman of the Board of Directors shall be entitled to a secondor casting vote.

 

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## 38.                                 Chairmanand Secretary - The chairman of the board or, in his absence, the presidentor, in his absence, a vice-president shall be chairman of any meeting of theboard; and, if none of the said officers is present, the directors presentshall choose one of their number to be chairman. The secretary of theCorporation shall act as secretary at any meeting of the board and, if thesecretary of the Corporation be absent, the chairman of the meeting shallappoint a person who need not be a director to act as secretary of the meeting.

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## 39.                                 Remunerationand Expenses - The directors shall be paid such remuneration for theirservices as directors as may from time to time be authorized by by-lawconfirmed by the shareholders in accordance with the Act. The directors shallalso be entitled to be reimbursed for travelling and other expenses properlyincurred by them in attending meetings of the board or any committee thereof.Nothing herein contained shall preclude any director from serving theCorporation in any other capacity and receiving remuneration therefor.

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## 40.                                 Interestof Directors in Contracts - Subject to the provisions of the Act it shallbe the duty of every director of the Corporation who has, directly orindirectly, any material interest in any material contract or transaction towhich the Corporation or a subsidiary thereof is or is to be a party, otherthan a contract or transaction in which his interest is limited solely to hisremuneration as a director, officer or employee, to disclose his interest insuch contract or transaction in accordance with the requirements of the Act andto refrain from voting in respect thereof at any meeting of the board of directors,and any director so disclosing his interest will not be counted as beingpresent at the meeting for the purpose of determining whether a quorum ispresent at the time a vote is taken in respect of the contract or transactionin which he has disclosed his interest.

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Subjectto the foregoing, no director acting honestly and in good faith shall bedisqualified by his office from contracting or otherwise dealing with theCorporation, and no such director who has, directly or indirectly, any interestin any contract or transaction to which the Corporation or a subsidiary thereofis or is to be a party shall be accountable, by reason of his holding theoffice of director, to the Corporation or to its shareholders for any profit orgain realized from the contract or transaction, and the contract or transactionshall not be voidable by reason only of the director’s interest therein if thecontract or transaction was in the best interests of the Corporation or suchsubsidiary at the time it was entered into.

 

OFFICERS

 

## 41.                                 Electionand Appointment - At the first meeting of the board after each election ofdirectors the board shall elect or appoint a president and a secretary and mayelect or appoint a chairman of the board, one or more vice-presidents, a treasurer,and such other officers as the board may determine including one or moreassistants to any of the officers so appointed. In default of such election orappointment the then incumbent shall hold office until his successor is electedor appointed, or until he shall resign the office; the chairman of the boardmust be a member of the board but the president and other officers may, butneed not, be members of the board. One person may hold more than one office. Avacancy occurring from time to time in any office may be filled by the board.

 

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## 42.                                 Termof Office and Remuneration - In the absence of written agreement to thecontrary the board may remove at its pleasure any officer of the Corporation.The terms of employment and remuneration of the president and other officerselected or appointed by it shall be settled from time to time by the board.

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## 43.                                 Chairmanof the Board - If appointed, the chairman of the board shall, if present,preside at all meetings of the board and of shareholders. In addition, theboard may assign to him any of the powers and duties that are by any provisionsof this by-law assigned to the president, and he shall have such other powersand duties as the board may prescribe. During the absence or disability of thechairman of the board the president shall assume all his powers and duties.

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## 44.                                 President- Except where the board has designated otherwise, the president shall be thechief executive officer of the Corporation and, subject to the authority of theboard, shall be charged with the general supervision of the business andaffairs of the Corporation.

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## 45.                                 Vice-President- During the absence or disability of the president his duties shall beperformed and his powers may be exercised by the vice-president or, if there ismore than one, by the vice-president designated from time to time by the board.If a vice-president exercises any such duty or power, the absence or disabilityof the president shall be presumed with reference thereto. A vice-presidentshall also perform such other duties and exercise such other powers as thepresident or the board may from time to time assign to him.

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## 46.                                 Secretary- The secretary shall give, or cause to be given, all notices required to begiven to shareholders, directors, the auditor and members of committees; heshall attend all meetings of the directors and of the shareholders and shallenter or cause to be entered in records kept for that purpose minutes of allproceedings at such meetings; he shall be the custodian of the stamp ormechanical device generally used for affixing the corporate seal of theCorporation and all books, papers, records, documents and other instrumentsbelonging to the Corporation other than those required to be kept by anotherofficer or agent appointed for that purpose; and he shall perform such otherduties as the president or the board may from time to time assign to him.

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## 47.                                 Treasurer- The treasurer shall keep proper books of account and accounting records withrespect to all financial and other transactions of the Corporation, and underthe direction of the board shall be responsible for the deposit of money, thesafekeeping of securities and the receipt and disbursement of the funds of theCorporation. He shall render to the board and to the president, wheneverrequested, an account of all his transactions as treasurer and of the financialposition of the Corporation and he shall perform such other duties as the boardor the president may from time to time assign to him.

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## 48.                                 OtherOfficers - The duties of all other officers of the Corporation shall besuch as the terms of their engagement call for or the board or the presidentrequire of them. Any of the powers and duties of an officer to whom anassistant has been appointed may be exercised and performed by such assistant,unless the board or the president otherwise directs.

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## 49.                                 Agentsand Attorneys - The board shall have power from time to time to appointagents or attorneys for the Corporation in or out of Ontario with such powersof management or otherwise (including the power to sub-delegate) as the boardmay determine.

 

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## 50.                                 Variationof Duties - From time to time the board may vary, add to or limit thepowers and duties of any officer, agent or attorney of the Corporation.

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PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

 

## 51.                                 Indemnityof Directors, Officers and Employees - Every director, officer and employeeof the Corporation and his heirs, executors, administrators and other legalpersonal representatives shall from time to time be indemnified and savedharmless by the Corporation from and against,

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### (a)                                  anyliability and all costs, charges and expenses that he sustains or incurs inrespect of any action, suit or proceeding that is proposed or commenced againsthim for or in respect of anything done or permitted by him in respect of theexecution of his duties; and

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### (b)                                 allother costs, charges and expenses that he sustains or incurs in respect of theaffairs of the corporation;

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provided that no director or officer of theCorporation shall be indemnified by the Corporation in respect of anyliability, costs, charges or expenses that he sustains or incurs in or aboutany action, suit or other proceeding as a result of which he is adjudged to bein breach of any duty or responsibility imposed upon him under the Act or underany other statute unless, in an action brought against him in his capacity asdirector or officer, he has achieved complete or substantial success as adefendant.

 

## 52.                                 Insurance- Subject to the provisions of the Act, the Corporation may purchase andmaintain such insurance for the benefit of its directors, officers or employeesas the board may from time to time determine.

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BANKINGARRANGEMENTS ANDEXECUTION OF INSTRUMENTS

 

## 53.                                 BankingArrangements - The banking business of the Corporation, or any partthereof, shall be transacted with, such bank, trust company or other firm orbody corporate as the board may designate, appoint or authorize from time totime and all such banking business, or any part thereof, shall be transacted onthe Corporation’s behalf by such one or more officers or other persons as theboard may designate, direct or authorize from time to time and to the extentthereby provided.

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## 54.                                 Executionof Instruments - Instruments requiring the signature of the Corporation maybe signed by two persons, one of whom holds the office of chairman of theboard, president, vice-president or director and the other of whom holds one ofthe said offices or any other office created by the by-laws of the Corporationor the board. The secretary or any assistant secretary or in their absence anyother officer may certify under the corporate seal copies of any by-law,resolution, minute or other document relating to the Corporation and anyofficer may sign a certificate under the seal of the Corporation as to mattersof fact in connection with the Corporation within the purview of authority ofsuch officer. Instruments so signed shall be binding upon the Corporationwithout further authorization or formality. The board may at any time and fromtime to time direct the manner in which and the person or persons by whom any

 

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## particularinstrument, class of instruments or instruments in general shall or may besigned. The corporate seal shall be affixed to any instrument on which the sealis required. For the purpose of this section ”instruments” includescontracts, deeds, mortgages, transfers and assignments of any property of theCorporation, proxies, obligations, certificates and any other documents.

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SHARES

 

## 55.                                 Allotment- The board may from time to time allot the whole or any part of the authorizedand unissued shares of the Corporation, including any shares created byarticles of amendment increasing or otherwise varying the capital of theCorporation, in such manner and to such persons or class of persons as theboard shall determine.

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## 56.                                 Lien- Except in the case of any class or series of shares of the Corporation listedon a stock exchange the Corporation shall have a lien on the shares registeredin the name of a shareholder who is indebted to the Corporation, to the extentof such debt.

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## 57.                                 ShareCertificates - Every shareholder shall be entitled, without payment, to ashare certificate stating the number and class of shares held by him as shownon the records of the Corporation. Subject to the provisions of the Act, sharecertificates shall be in such form as the board shall from time to time approve.Unless otherwise ordered by the board, they shall be signed by the president ora vice-president and by the secretary or an assistant secretary and need not beunder the corporate seal. If authorized by resolution of the board, thecorporate seal of the Corporation and the signature of one of the signingofficers, may be printed, engraved, lithographed or otherwise mechanicallyreproduced in facsimile upon share certificates and every such facsimilesignature shall for all purposes be deemed to be the signature of the officerwhose signature it reproduces and shall be binding upon the Corporation. Sharecertificates executed as aforesaid shall be valid notwithstanding that one orboth of the officers whose signature (whether manual or facsimile) appearsthereon no longer holds office at the date of issue or delivery of thecertificate.

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## 58.                                 Replacementof Share Certificates - The board may by resolution prescribe, eithergenerally or in a particular case, the conditions as to indemnity, evidence oftitle and loss and other reasonable requirements, upon satisfaction of which anew share certificate may be issued in lieu of and upon cancellation of a sharecertificate which has become mutilated or in substitution for a certificatewhich has been lost, apparently destroyed or wrongfully taken.

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## 59.                                 Registrationof Transfer - Subject to the provisions of the Act, no transfer of sharesshall be registered in a register of transfers except upon surrender of thecertificate representing such shares with a transfer endorsed thereon ordelivered therewith duly executed by the registered holder or by his attorneyor successor duly appointed, together with such assurance or evidence ofsignature, identification and authority to transfer as the board may from timeto time prescribe, and upon payment of all applicable taxes, compliance withsuch restrictions on transfer as are authorized by the articles andsatisfaction of any lien referred to in Section 56.

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## 60.                                 Non-recognitionof Trusts - The Corporation shall be entitled to treat the registeredholder of any share as the absolute owner thereof and accordingly shall not,except as ordered by a court of competent jurisdiction or as required bystatute, be bound to see to the execution of

 

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## any trust, whetherexpress, implied or constructive, in respect of any share or to recognize anysuch claim to or interest in such share on the part of any person other thanthe registered holder thereof.

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## 61.                                 JointShareholders - If two or more persons are registered as joint holders ofany share, the Corporation shall not be bound to issue more than onecertificate in respect thereof, and delivery of such certificate to one of suchpersons shall be sufficient delivery to all of them. Any one of such personsmay give effectual receipts for the certificate issued in respect thereof andfor any dividend, bonus, return of capital or other money payable or warrantissuable in respect of such shares.

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DIVIDENDS

 

## 62.                                 Dividends- The board may from time to time declare dividends payable to the shareholdersaccording to their respective rights and interests in the Corporation. Adividend payable in cash shall be paid by cheque in the amount of the dividend(less any tax required to be deducted) to the order of each registered holderof shares of the class in respect of which it has been declared and mailed byordinary mail, postage prepaid, to such registered holder at his last addressappearing on the records of the Corporation. In the case of joint holders thecheque shall, unless such joint holders otherwise direct, be made payable tothe order of all of such joint holders and, if more than one address appears onthe books of the Corporation in respect of such joint holding, the cheque shallbe mailed to the first address so appearing. The mailing of such cheque asaforesaid shall satisfy and discharge all liability for the dividend to theextent of the sum represented (plus any tax deducted as aforesaid) thereby,unless such cheque be not paid on due presentation. In the event of non-receiptof any cheque for a dividend by the person to whom it is so sent as aforesaidor of the loss thereof, the Corporation, on proof of such non-receipt or lossand upon receiving satisfactory indemnity, shall issue to such person areplacement cheque for a like amount.

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## 63.                                 RecordDate for Dividends and Rights - The board may fix in advance a date as therecord date for the determination of shareholders entitled to the payment ofany dividend or the allotment or issue of any right to subscribe for shares ofother securities of the Corporation, and for any other purpose not otherwiseprovided for herein or in the Act, and in every such case only such persons asshall be shareholders of record on the record date shall be entitled to receivesuch dividend or to be allotted or issued the right to subscribe for suchshares or other securities.

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## 64.                                 UnclaimedDividends - Any dividend unclaimed after a period of six years from thedate on which the same has been declared to be payable shall be forfeited andshall revert to the Corporation.

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NOTICES

 

## 65.                                 Methodof Giving - Any notice, communication or other document to be given or sentby the Corporation to a shareholder, director, officer, or auditor of theCorporation under any provision of the articles or by-laws of the Corporationor of the Act, shall be sufficiently given if it is:

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### (a)                                  deliveredpersonally to the person to whom it is to be given; or

 

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### (b)                                 deliveredto his latest address as shown on the records of the Corporation; or

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### (c)                                  mailedby prepaid ordinary or air mail in a sealed envelope addressed to him at hislatest address as shown on the records of the Corporation; or

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### (d)                                 sentto him at such address by any form of transmitted or recorded communication.

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A notice, communication or document so delivered shallbe deemed to have been given when it is delivered personally at the addressaforesaid; and a notice, communication or document so mailed shall be deemed tohave been given or sent when deposited in a post office or public letter box;and a notice sent by any form of transmitted or recorded communication shall bedeemed to have been given when delivered to the appropriate communicationcompany or agency or its representative for despatch. Where, on threeconsecutive occasions, notices, communications or other documents have beenmailed to a shareholder at his latest address as shown on the records of theCorporation and where, on three consecutive occasions, notices, communicationsor other documents have been returned by the Post Office to the Corporation,the Corporation shall not be required to mail to the shareholder any furthernotices, communications or other documents until such time as the Corporationreceives written notice from the shareholder requesting that notices,communications or other documents be sent to the shareholder at a specifiedaddress. The secretary may change the address on the records of the Corporationof any person in accordance with any information believed by him to bereliable.

 

## 66.                                 Computationof Time - In computing the date when notice must be given pursuant to anyrequirement for a specified number of days notice of any meeting or otherevent, the date on which the notice is given shall be included and the date ofthe meeting or other event shall be excluded.

##  

## 67.                                 Omissionsand Errors - The accidental omission to give any notice to any shareholder,director, officer or auditor or the non-receipt of any notice by any such personor any error in any notice not affecting the substance thereof shall notinvalidate any action taken at any meeting held pursuant to such notice orotherwise founded thereon.

##  

## 68.                                 Noticeto Joint Shareholders - Any notice with respect to a share registered inmore than one name may, if more than one address appears on the records of theCorporation in respect thereof, be given to the holders of such share at thefirst address so appearing, and notice so given shall be sufficient notice toall such holders.

##  

## 69.                                 PersonsEntitled by Death or Operation of Law - Every person who by operation oflaw, transfer, death of a shareholder or by any other means whatsoever, shallbecome entitled to any share, shall be bound by every notice in respect of suchshare which, prior to his name and address being entered on the records of theCorporation, shall have been duly given to the person from whom he derives histitle to such share.

##  

## 70.                                 Waiverof Notice - Any person entitled to receive a notice required to be given bythe Corporation under the articles or by-laws of the Corporation or the Act, orthe duly appointed proxy of a shareholder so entitled, may waive suchrequirement and such waiver, whether given

 

12

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## before or afterthe meeting or other event of which notice is required to be given, shall cureany error, omission or default in giving such notice.

##  

FINANCIAL YEAR

 

## 71.                                 FinancialYear - Until changed by resolution of the board, the financial year of theCorporation shall end on the 31st day of December in each year.

##  

Adopted by the Corporation effective September 26,1980 pursuant to the provisions of the Amalgamation Agreement.

 

13

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VICTOR EQUIPMENT COMPANY OF CANADA LTD.

 

(hereinafter called the “Corporation”)

 

# BY-LAW NO. 2being a by-law respecting theborrowing of money, the issuingof securities and the securingof liabilities by the Corporation

#  

BE ITENACTED as a by-law of the Corporation as follows:

 

Thedirectors of the Corporation may from time to time:

 

### (a)                                  borrowmoney upon the credit of the Corporation;

###  

### (b)                                 issue,sell or pledge debt obligations of the Corporation, including withoutlimitation, bonds, debentures, notes or other similar obligations of the Corporationwhether secured or unsecured;

###  

### (c)                                  charge,mortgage, hypothecate or pledge all or any currently owned or subsequentlyacquired real or personal, movable or immovable property of the Corporation,including book debts, rights, powers, franchises and undertaking, to secure anysuch debt obligations or any money borrowed, or other debt or liability of theCorporation;

###  

### (d)                                 delegateto such one or more of the officers and directors of the Corporation as may bedesignated by the directors all or any of the powers conferred by the foregoingclauses of this By-law to such extent and in such manner as the directors shalldetermine at the time of each such delegation.

###  

Adoptedby the Corporation effective September 26, 1980 pursuant to the provisionsof the Amalgamation Agreement.

 

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VICTOR EQUIPMENT COMPANY OF CANADA LTD.

 

(hereinafter called the “Company”)

 

# BY-LAW NO. 3being a by-law respectingthe borrowing of money by the Companyfrom THE BANK OF NOVA SCOTIA

#  

BE ITENACTED as a by-law of the Company that:

 

## 1.                                       TheDirectors may from time to time borrow money from THE BANK OF NOVA SCOTIA(herein called the “Bank”) upon the credit of the Company on cheques,promissory notes, bills of exchange or otherwise in such amounts and subject tosuch terms as may be considered advisable; AND may assign, transfer, convey,hypothecate, mortgage, charge or pledge to or in favour of the Bank anyproperty present or future, including book debts, unpaid calls, rights, powers,undertaking, franchises and the Company’s own debentures, as security for thefulfilment of any liabilities or obligations, present or future, of the Companyto the Bank and may empower the Bank or any person or persons to sell by publicor private sale, assign, transfer or convey from time to time any suchproperty; AND may sign, make, draw, accept, endorse, execute and deliver onbehalf of and in the name of the Company all such cheques, promissory notes,bills of exchange, drafts, acceptances, orders for the payment of money,warehouse receipts, bills of lading, agreements to give security, assignments,transfers, conveyances, hypothecs, mortgages, pledges, securities and otheragreements, documents and instruments as may be necessary or useful in connectionwith the borrowing of money by and other banking business of the Company.

##  

## 2.                                       TheDirectors may authorize any one or more directors, officers, employees oragents of the Company to exercise any of the rights, powers and authoritiesconferred by this By-law upon the Directors.

##  

## 3.                                       Theborrowing of money from the Bank from time to time heretofore under theauthority of the Directors of the Company and the giving of security thereforare hereby ratified and confirmed.

##  

## 4.                                       ThisBy-law shall continue in force as between the Company and the Bank until aBy-law repealing this By-law shall have been validly passed and confirmed and acopy thereof, duly certified under the seal of the Company, shall have beendelivered to the Bank and receipt thereof acknowledged by the Bank.

##  

Adoptedby the Corporation effective September 26, 1980 pursuant to the provisionsof the Amalgamation Agreement.

 

15

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# BY-LAW NO. 4

# of

# VICTOREQUIPMENT COMPANY OF CANADA LTD.

# (hereinaftercalled the “Company”)

# being a by-lawto amendBy-law No. 1 of the Company

#  

BE ITENACTED as a by-law of the Company as follows:

 

THATBy-law No. 1 of the Company be and it is hereby amended by deletingparagraph 25 thereof and substituting therefor a new paragraph 25 as follows:

 

25.                                 Numberof Directors and Quorum - Until changed by special by-law, the board shallconsist of 5 members and the quorum for the transaction of business shallconsist of 3 members of the board of whom at least one shall be other than aresident Canadian. Notwithstanding vacancies, the remaining directors mayexercise all the powers of the board so long as a quorum of the board remainsin office.

 

Adopted by the Corporation effective September 26,1980 pursuant to the provisions of the Amalgamation Agreement.

 

16

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VICTOR EQUIPMENT COMPANY OF CANADA LTD.

 

(hereinafter called the “Corporation”)

 

BY-LAW NO. 5

 

# RESPECTING THEBORROWING OF MONEY BY THE CORPORATION

 

RESOLVED:

 

WHEREASit is necessary for the purposes of the Corporation to borrow money on thecredit of the Corporation from time to time from one of the chartered banks ofCanada:

 

THEREFOREBE IT ENACTED by the Directors of VICTOR EQUIPMENT COMPANY OF CANADA LTD., as aBy-law thereof:

 

## 1.                                       Thatthe Directors of the Corporation be and they are hereby authorized to borrowmoneys from time to time from the BANK OF MONTREAL upon the credit of theCorporation in such amounts as they deem proper and by way of overdraft orotherwise.

##  

## 2.                                       Thatany promissory notes or other, negotiable paper (including renewals thereof inwhole or in part) signed on behalf of the Corporation by the officer orofficers of the Corporation authorized from time to time to sign negotiableinstruments in its behalf and granted to said Bank for the moneys so borrowedand interest thereon as may be agreed upon, shall be binding upon theCorporation.

##  

## 3.                                       Thatthe Directors may from time to time, if they see fit to do so, grant securitiesby way of mortgage, hypothecation, pledge or otherwise covering all or any ofthe property and assets of the Corporation present and future as security forall or any moneys borrowed by the Corporation from the Bank or any otherliability of the Corporation to the Bank, and any such mortgage, hypothecation,pledge or other security shall be valid and binding upon the Corporation ifsigned by any of the officers authorized to sign negotiable instruments on theCorporation’s behalf.

##  

## 4.                                       Allcontracts, deeds, grants, assurances and documents reasonably required by saidBank or its Counsel for all or any of the purposes aforesaid shall be executedand carried into effect by the proper officers of the Corporation (and whennecessary) the seal of the Corporation shall be affixed thereto).

##  

## 5.                                       ThisBy-law when sanctioned by the Shareholders shall be irrevocable until a by-lawrepealing this By-law shall have been confirmed or sanctioned by theShareholders and a copy thereof duly certified (under the seal of theCorporation) delivered to the said Bank, and meanwhile all the powers andauthorities hereby conferred shall continue in force.

##  

Adopted by the Corporation effective September 26,1980 pursuant to the provisions of the Amalgamation Agreement.

 

17

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# BY-LAW NO. 6

# of

# VICTOREQUIPMENT COMPANY OF CANADA LTD.

# (hereinaftercalled this “Corporation”)

# being a by-lawto amend By-lawNo. 1 of this Corporation

#  

BE IT ENACTED as a by-law of this Corporation asfollows:

 

## 1.                                       THATBy-law No. 1 of this Corporation as amended by By-law No. 4, be andit is hereby further amended by deleting paragraph 25 thereof and substitutingtherefor a new paragraph 25 as follows:

## “25.  Number of Directors and Quorum - Untilchanged in accordance with the Act, the board shall consist of 6 members, ofwhom 1 member must be elected exclusively by the preference shareholders, andthe quorum for the transaction of business shall consist of 3 members of theboard, of whom at least 1 shall be other than a resident Canadian. Notwithstandingvacancies, the remaining directors may exercise all the powers of the board solong as a quorum of the board remains in office.”

##  

## 2.                                       THATsubject to its confirmation by the shareholder this by-law shall come intoforce immediately prior to the issuance of the certificate of amalgamationamalgamating this Corporation and Stoody Uniweld Limited under The BusinessCorporations Act.

##  

Adopted by the Corporation effective September 26,1980 pursuant to the provisions of the Amalgamation Agreement.

 

18

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#  

BE IT ENACTED as a by-law of this Corporation asfollows:

 

## 1.                                       THATBy-law No. 1 of this Corporation as amended by By-law No. 4, be andit is hereby further amended by deleting paragraph 25 thereof and substitutingtherefor a new paragraph 25 as follows:“25.  Number of Directors and Quorum -Until changed in accordance with the Act, the board shall consist of 6 members,of whom 1 member must be elected exclusively by the preference shareholders,and the quorum for the transaction of business shall consist of 3 members ofthe board, of whom at least 1 shall be other than a resident Canadian.Notwithstanding vacancies, the remaining directors may exercise all the powersof the board so long as a quorum of the board remains in office.”

##  

## 2.                                       THATsubject to its confirmation by the shareholder this by-law shall come intoforce immediately prior to the issuance of the certificate of amalgamationamalgamating this Corporation and Stoody Uniweld Limited under The BusinessCorporations Act.

##  

Theforegoing By-Law No. 6 as passed by the board of directors of VictorEquipment Company of Canada Ltd. at a meeting held on the 18th dayof September, 1980 is hereby confirmed without variation as evidenced by theexecution hereof by the sold shareholder of Victor  Equipment Company of Canada Ltd. pursuant tothe provisions of The Business Corp[orations Act.

 

DATEDthis 18th day of September, 1980.

 
|   | VICTOR EQUIPMENT COMPANY |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | \s\ Edward  A. Morehead  |

 

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VICTOR EQUIPMENT COMPANY OF CANADA LTD.

 

SHAREHOLDERS’CONFIRMATION OF ADOPTION OF BY-LAWS OF THECORPORATION PURSUANT TO THE PROVISIONS OF THE AMALGAMATIONAGREEMENT EFFECTIVE SEPTEMBER 26, 1980

 

“RESOLVED:

 

##### 1.                                       THATBy-law No. 1 of the amalgamating corporation, Victor Equipment Company ofCanada Ltd., as amended by By-laws Numbers 4 and 6 and varied only tosubstitute the present number of directors of this Corporation, namely six, isBy-law No. 1 and the general by-law of this Corporation, and that theSecretary is directed to enter a copy thereof into the minute book of thisCorporation.

#####  

##### 2.                                       THATBy-law No. 2 of the amalgamating corporation, Victor Equipment Company ofCanada Ltd., is By-law No. 2 and the general borrowing by-law of thisCorporation, and that the Secretary is directed to enter a copy thereof intothe minute book of this Corporation.

#####  

##### 3.                                       THATBy-law No. 5 of the amalgamating corporation, Victor Equipment Company ofCanada Ltd., is By-law No. 5 and the borrowing by-law in the Bank ofMontreal form and that the Secretary is directed to enter a copy thereof intothe minute book of this Corporation.”

#####  

Theforegoing resolution as passed by the Board of Directors of Victor EquipmentCompany of Canada Ltd. at a meeting held on the 26th day of September, 1980 ishereby consented to and confirmed without variation as evidenced by theexecution hereof by all the shareholders of Victor Equipment Company of CanadaLtd. pursuant to the provisions of The Business Corporations Act.

 

DATEDthis 20th day of October, 1980.

 
|   | VICTOR EQUIPMENT COMPANY |
|--------|--------------------------|
|   |                     |
|   | By:                      |   |
|   |                     |
|   | Title:                   |   |
|   |                     |
|   | STOODY COMPANY           |
|   |                     |
|   | By:                      |   |
|   |                     |
|   | Title:                   |   |
|        |                          |  |  |  |  |

 

20

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# BY-LAW NO. 7

#  

# a by-law toamend By-law No. 1 ofPALCO WELDING PRODUCTS CANADA LTD.

#  

BE ITENACTED as a by-law of PALCO WELDING PRODUCTS CANADA LTD. (hereinafter referredto as the “Corporation’) as follows:

 

## 1.                                       By-lawNo. 1 of the Corporation is amended:

##  

### (a)                                  byremoving section 25 thereof as amended by By-law No. 4 and By-law No. 6of the Corporation, and substituting the following therefor:

###  

### “25(a) Number of Directors - The board shallconsist of such number of directors as shall be set out in the articles or asmay from time to time be determined in accordance with the Act, PROVIDED alwaysthat 1 member of the board must be elected exclusively by the preferenceshareholders. Where the board is empowered by special resolution to determinethe number of directors within a range set out in the articles:

###  

#### (i)                                     thedirectors may appoint additional directors provided that after such appointmentthe total number of directors would not be greater than one and one-third timesthe number of directors required to have been elected at the last annualmeeting nor greater than the maximum number set out above; and

####  

#### (ii)                                  thenumber of directors to be elected at the annual meeting shall be the number ofdirectors last determined by the board.

####  

### (b)                                 Quorum- The quorum for the transaction of business at any meeting of the board shallconsist of 3 members of the board of whom at least 1 shall be other than aresident Canadian. Notwithstanding vacancies, a quorum of directors mayexercise all the powers of the board.”

###  

(b                                     byremoving in section 4 thereof, after the word “elsewhere” in the thirdline thereof, the words “if permitted by the articles”.

 

### (c)                                  byremoving in section 4 thereof, after the word “elsewhere” in the fifthline thereof, the words “if permitted by the articles”.

###  

### (d)                                 byremoving section 27 thereof and substituting the following therefor:

###  

### “27. Election and Term - Directors shall beelected by the shareholders at the first meeting of shareholders after theeffective date of this by-law and at each succeeding annual meeting at which anelection of directors is required and shall hold office for a term expiring notlater than the close of the third annual meeting of shareholders following theelection. The number of directors to be elected at any such meeting shall bethat number most recently determined in the manner

 

21

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### referred to in section 25. The election need notbe by ballot unless a poll is demanded by any shareholder or required by thechairman in accordance with section 19. If an election of directors is not held at an annual meeting ofshareholders at which such election is required, the incumbent directors shallcontinue in office until their successors are elected.”

###  

### (e)                                  byremoving section 30 thereof and substituting the following therefor:

###  

### “30.  Vacancies- Subject to the Act, a quorum of directors (whether or not the majority ofsuch quorum are resident Canadians) may fill a vacancy among the directors,except a vacancy resulting from,

###  

#### (a)                                  anincrease in the number of directors otherwise than an increase in the board ofdirectors pursuant to a special resolution empowering the board to fix thenumber of directors within a range set out in the articles; or,

####  

#### (b)                                 anincrease in the maximum number of directors set out in the articles, as thecase may be; or,

####  

#### (c)                                  afailure to elect the number of directors required to be elected at any meetingof shareholders. “

####  

### (f)                                    byremoving in section 39 thereof, after the word “directors” in the secondline thereof, the words “as may from time to time be authorized by by-law confirmedby the shareholders in accordance with the Act.” and substituting therefor thewords, “as the board may from time to time authorize.”

###  

## 2.                                       Allby-laws and resolutions of the Corporation inconsistent herewith are herebyamended, modified and revised in order to give effect to this by-law.

##  

Theforegoing By-law No. 7 is hereby passed as evidenced by the signatures ofall the Directors of the Corporation pursuant to the provisions of the BusinessCorporations Act, 1982 (Ontario).

 

DATEDthis 3 day of February, 1984.

 

 
| \s\ J.M. Bobyk  |   | \s\ E.A.  Morehead |   |
|-----------------|--------|--------------------|--------|
| J. M. Bobyk     |   | E. A. Moorehead    |   |
|            |   |               |   |
| \s\ J.B. Lovell |   | \s\ N.F.J.  Duke   |   |
| J. B. Lovell    |   | N. F. J. Duke      |   |
|            |   |               |   |
| \s\ D.M. Green  |   | \s\ C.R.  Osler    |   |
| D. M. Green     |   | C. R. Osler        |   |

 

22

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Theforegoing By-law No. 7 is hereby confirmed as evidenced by the executionhereof by all the Shareholders of the Corporation entitled to vote pursuant tothe provisions of the Business Corporations Act, 1982 (Ontario).

 

DATEDthis 3 day of February, 1984.

 

 
|   |                     |
|--------|--------------------------|
|   |                     |
|   | VICTOR EQUIPMENT COMPANY |
|   |                     |
|   |                     |
|   |                     |
|   | STOODY COMPANY           |
|   |                     |
|   |                     |

 

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